EXHIBIT
10.4


 


ADDENDUM
VIII

TO

SPRINT PCS MANAGEMENT AGREEMENT AND

SPRINT PCS SERVICES AGREEMENT




Amending these agreements further and restating certain

Paragraphs in Addenda I through VII


 


Dated as of November 7, 2003


 


Manager:                                           UbiquiTel
Operating Company


 


Service
Area BTAs:


 


Anderson, IN
(partial)  #15


Bakersfield, CA  #28


Bloomington-Bedford,
IN  #47


Boise-Nampa, ID  #50


Bowling Green-Glasgow,
KY  #52


Chico-Oroville, CA  #79


Cincinnati, OH
(partial)  #81


Clarksville,
TN-Hopkinsville, KY  #83


Columbus, IN  #93


Eureka, CA  #134


Evansville, IN  #135


Fresno, CA  #157


Idaho Falls, ID  #202


Indianapolis, IN
(partial)  #204


Las Vegas, NV
(partial)  #245


Lewiston-Moscow, ID  #250


Logan, UT  #258


Louisville, KY
(partial)  #263


Madisonville, KY  #273


Merced, CA  #291


Modesto, CA  #303


Owensboro, KY  #338


Paducah-Murray-Mayfield,
KY  #339


Pocatello, ID  #353


Provo-Orem, UT
(partial)  #365


Redding, CA  #371


Reno, NV  #372


Richmond, IN  #373


Sacramento, CA
(partial)  #389


 

















 


St. George, UT  #392


Salt Lake City-Ogden, UT
(partial)  #399


Spokane, WA  #425


Stockton, CA  #434


Terre Haute, IN
(partial)  #442


Twin Falls, ID  #451


Vincennes-Washington,
IN  #457


Visalia-Porterville-Hanford,
CA  #458


Yuba City-Marysville, CA
(partial)  #485


 


This Addendum VIII (this
“Addendum”)
contains amendments to the Sprint PCS Management Agreement, the Sprint PCS
Services Agreement, the Sprint Trademark and Service Mark License Agreement and
the Sprint Spectrum Trademark and Service Mark License Agreement, each of which
was entered into on October 15, 1998, by Sprint Spectrum L.P., WirelessCo,
L.P., Sprint Communications Company L.P. and UbiquiTel L.L.C.  After entering into these agreements,
UbiquiTel L.L.C. assigned all of its rights and obligations under such
agreements toUbiquiTel Holdings, Inc. on November 29, 1999, which in turn assigned all of
its rights and obligations under such agreements to  UbiquiTel Operating Company, LLC on December
29, 1999, which subsequently was merged into UbiquiTel Operating Company on
March 16, 2000.  Sprint Telephony PCS,
L.P. and Sprint PCS License, L.L.C. also became parties to these agreements on
August 13, 2001, when VIA Wireless LLC was acquired by UbiquiTel Operating
Company and UbiquiTel Operating Company took over management of the service
area formerly managed by VIA Wireless LLC.  
The Management Agreement, Services Agreement and Trademark License
Agreements were amended by:


 


(1)                                  Addendum
I dated as of October 15, 1998,


(2)                                  Addendum
II dated as of December 28, 1999,


(3)                                  Addendum
III dated as of February 14, 2000,


(4)                                  Addendum
IV dated as of April 5, 2000,


(5)                                  Addendum
V dated as of June 6, 2000,


(6)                                  Addendum
VI dated as of February 21, 2001, and


(7)                                  Addendum
VII dated as of July 31, 2003.


 


The purposes of this
Addendum are to (1) amend the Management Agreement, the Services Agreement, the
Trademark License Agreements and the Schedule of Definitions and restate those
paragraphs in the addenda executed previously that amend the Management
Agreement, the Services Agreement, the Trademark License Agreements and the
Schedule of Definitions (see section A below), and (2) provide cross-references
to those paragraphs in addenda executed previously that are not restated in
this Addendum (see section B below).


 


The terms and provisions
of this Addendum control over any conflicting terms and provisions contained in
the Management Agreement, the Services Agreement, the Trademark License
Agreements and the Schedule of Definitions. 
The Management Agreement, the Services Agreement, the Trademark Licenses
Agreements, the Schedule of Definitions and all prior addenda continue in full
force and effect, except for express modifications made in this Addendum.  This Addendum does not change the effective
date of any prior amendment made to


 


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the Management Agreement, the Services Agreement, the Trademark License
Agreements or the Schedule of Definitions through previously executed addenda.


 


Capitalized terms used
and not otherwise defined in this Addendum have the meaning ascribed to them in
the Schedule of Definitions or in prior addenda.  Section and Exhibit references are to sections and Exhibits of
the Management Agreement unless otherwise noted.


 


The parties are executing this Addendum as of the date
noted above, but this Addendum becomes effective on (the “Effective Date”): (1)
November 1, 2003, (i) if on or before November 7, 2003, the Settlement
Agreement and Mutual Release between Sprint Spectrum L.P., WirelessCo, L.P.,
Sprint PCS License, L.L.C., Sprint Telephony PCS, L.P., Sprint Communications
Company L.P., UbiquiTel Operating Company, UbiquiTel Inc. and UbiquiTel Leasing
Company is executed and delivered, and (ii) if on or before November 10, 2003,
the payment required under the Settlement Agreement and Mutual Release is paid
and received; or (2) the first calendar day of the first calendar month after
the events described in clauses (i) and (ii) occur, if the event in clause (i)
occurs after November 7, 2003 or the event in clause (ii) occurs after November
10, 2003.


 


On the Effective Date the  Management Agreement, the
Services Agreement, the Trademark License Agreements and the Schedule of
Definitions are amended and restated as follows:


 


A.                                    New
Amendments and Restatement of Previous Amendments to Sprint PCS Agreements.


 


Management Agreement


 


1.                                      Vendor
Purchase Agreements – Software Fees [NEW].   Section 1.3 is amended to read as follows:


 


Insert:
“1.3.1                          Discounted
Volume-Based Pricing.” before the first paragraph.


 


Insert:
“1.3.2                          Subscriber
and Infrastructure Equipment.” before the second paragraph.


 


Insert:
“1.3.3                          Exclusive
Use.” before the third paragraph.


 


Add a
new section 1.3.4 as follows:


 


1.3.4                     Software
Fees.


 


(a)                                  Manager
acknowledges that Sprint PCS administers the testing and implementation of the
Software (i.e., pushing of the
Software) into the Service Area Network.


 


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(b)                                 Sprint
PCS, when obtaining software for its own use that is identical to the Software,
will use commercially reasonable efforts to obtain a license from vendors
providing for the right of Manager to use the Software in connection with
telecommunications equipment manufactured by the vendor (collectively the
software obtained by Sprint PCS for its own use and the Software that operates
on telecommunications equipment manufactured by the vendor are for purposes of
this section 1.3.4, the “Vendor Software”; when the term “Vendor
Software” is used with respect to Manager, it means only the Software, and not
the software used only by Sprint PCS).


 


(c)                                  Manager
will arrange independently with the vendor to obtain a license if Sprint PCS
cannot reasonably obtain a license for Manager.  Any license that Manager obtains from a vendor must require the
Vendor Software to be tested in Sprint PCS test beds by Sprint PCS and require
Sprint PCS, not the vendor or Manager, to push the Vendor Software to the
Service Area Network unless Sprint PCS otherwise consents in advance in
writing.  Sprint PCS agrees to test the
Vendor Software in Sprint PCS test beds within a reasonable period after
Manager reasonably requests the tests in writing.


 


(d)                                 Sprint
PCS will:


 


(i)                                     notify
Manager in writing at least 60 days before the date of an automatic renewal of,
or Sprint PCS’ unilateral act to renew or extend, an agreement that provides
Sprint PCS the right to use the Vendor Software, or


 


(ii)                                  use
reasonable efforts to notify Manager in writing before the date Sprint PCS
intends to start negotiations with a vendor regarding extension, renewal,
pricing or other material terms relating to Sprint PCS’ and Manager’s right to
use the Vendor Software (whether for new Software or renewal of an existing
license), and at least 60 days before the date Sprint PCS executes an
agreement, extension or renewal.


 


The
notice by Sprint PCS will include the material terms and conditions of any such
agreement or negotiations to the extent known at the time of the notice,
including the network elements to be covered by the right to use the Vendor
Software.  Manager must notify Sprint
PCS in writing within 30 days after receiving the notice described in the first
sentence of this section 1.3.4(d) if Manager wants Sprint PCS to attempt to
obtain or continue the right for Manager to use the Vendor Software.  Sprint PCS will renew or negotiate the
agreement as if Manager will not be a user of the Vendor Software if Manager
does not provide notice to Sprint PCS within the 30-day period. However, Sprint
PCS may obtain pricing from the vendor for the Vendor Software that includes
Manager as a user if obtaining the pricing does not obligate Manager to be a
user.


 


Sprint
PCS will advise Manager upon Manager’s reasonable request of the status of the
Software negotiations if Manager requested Sprint PCS to obtain or continue the
right for Manager to use the Vendor Software under Sprint PCS’ agreement with
the


 


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vendor.  Sprint PCS will use commercially reasonable
efforts to give Manager notice of the final pricing for the right to use the
Vendor Software no less than 20 days before the expected execution or renewal
of the agreement; provided that, in any event, Sprint PCS will give Manager
notice of the final pricing no less than 3 Business Days before the expected
execution or renewal of the agreement.  If necessary, Manager agrees to use commercially reasonable
efforts to enter into a nondisclosure agreement with the vendor to facilitate
providing such final pricing to Manager.


 


Manager
may give Sprint PCS notice by the time set forth in Sprint PCS’ notice to
Manager (which time will not be less than 10 Business Days) that Manager does
not intend to use the Vendor Software through the agreement between Sprint PCS
and the vendor.  If Manager does not
give this final notice to Sprint PCS, Manager is deemed to agree to be a user
of the Vendor Software through the agreement between Sprint PCS and the vendor
and will pay the Allocable Software Fee. 
Within 15 Business Days after execution of an agreement between Sprint PCS
and the vendor, Sprint PCS will provide to Manager a forecast of Manager’s
Allocable Software Fee, the estimated payment due dates relating to the
Allocable Software Fee, and the proportion of Manager’s Allocable Software Fee
forecast to be due on each payment due date.


 


Sprint
PCS does not have to obtain a license for Vendor Software for Manager, even if
Manager requests Sprint PCS to obtain such license, if at any time before
execution of the agreements granting the license Sprint PCS reasonably believes
that Manager is more likely than not to unreasonably refuse to pay the
Allocable Software Fee or Sprint PCS reasonably believes that the Manager is in
such financial condition that Manager is more likely than not to be unable to
pay the Allocable Software Fee.


 


If
Manager accepts the Vendor Software, Sprint will give Manager, Manager’s
proportional share of (i) any cash benefits relating specifically to the Vendor
Software that Sprint PCS obtains from the vendor, and (ii) to the extent
reasonably able to be made available to Manager, other benefits, including
training, relating specifically to the Vendor Software.


 


(e)                                  Sprint
PCS will pay all Software Fees relating to the Vendor Software to the vendor if
Sprint PCS obtains a license from the vendor that provides Manager the right to
use the Vendor Software and Manager agrees to pay any applicable Allocable
Software Fee in accordance with this section 1.3.4(e).  Manager will be deemed to agree to pay any
applicable Allocable Software Fee if both:


 


(i)                                     Manager
has not taken the action described in paragraph (d) above to decline obtaining
the right to use the Vendor Software through the agreement between Sprint PCS
and the vendor, and


 


(ii)                                  Sprint
PCS obtains a license providing for the right of Manager to use the Vendor
Software.


 


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Manager
will pay Sprint PCS the Allocable Software Fee (as defined below) within 30
days after receipt of an invoice. 
Sprint PCS will invoice Manager only after Sprint PCS pays the
underlying Software Fee to the vendor.  The Allocable Software Fee will not include any amount for
Software that is the same as or functionally equivalent to any Software (y)
that is a component of any service for which a fee is charged under the Services
Agreement or (z) for which Sprint PCS otherwise charges Manager under this
agreement.


 


Sprint
PCS will calculate the “Allocable Software Fee” as follows:


 


For
each vendor, multiply:


 


(i)                                     the
Net Software Cost of the Software Fees attributable to the Vendor Software for
which Sprint PCS has obtained for itself, Manager and Other Managers a license
or other right to use, by


 


(ii)                                  the
quotient of:


 


(A)                              the
number of Customers and Reseller Customers with an NPA-NXX assigned to the
Service Area that are assigned to a system using the Vendor Software, as
reported in the most recent monthly
report that Sprint PCS issues before the date that Sprint PCS prepares
an Allocable Software Fee invoice, divided by:


 


(B)                                the
number of Customers and Reseller Customers that are assigned to any system
using the Vendor Software, as reported in the most recent monthly report that Sprint PCS issues
before the date that Sprint PCS prepares an Allocable Software Fee invoice.


 


(f)                                    Sprint
PCS will include with the invoice for the Allocable Software Fee a list of the
component charges, if available from the Vendor.  The Software Fees that Sprint PCS pays to the vendor will reflect
rates no greater than commercial rates negotiated at arms’ length.  For purposes of clarification, the parties
acknowledge the vendor may insist on a comprehensive fee without listing each
component, but rather asserting that the fee covers all software necessary to
operate the equipment.  But Sprint PCS
will provide to Manager a description of all the features and functionality in
reasonable detail for all Software for which Manager is to pay an Allocable
Software Fee.


 


(g)                                 Manager
will not be charged the Allocable Software Fee for the Vendor Software after
Manager:


 


(i)                                     notifies
Sprint PCS in writing within the periods allowed in section 1.3.4(d) that
Manager declines to have Sprint PCS obtain a right for Manager to use the
Vendor Software or that it does not intend to use the Vendor Software,


 


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(ii)                                  obtains
its own license providing for Manager’s right to use the Vendor Software, and


 


(iii)                               complies
with the requirements of section 1.3.4(h).


 


(h)                                 Manager
will obtain its own license providing for Manager’s right to use the Vendor
Software from the vendor if Manager elects not to have Sprint PCS attempt to
obtain a right for Manager to use the Vendor Software under section 1.3.4(d).
Manager will notify Sprint PCS in writing and deliver to Sprint PCS within 10
Business Days after Manager’s execution of Manager’s separate license, a signed
document from the vendor confirming that:


 


(i)                                     the
vendor has provided Manager a separate license for the necessary software and
the term of that license, which term with appropriate renewal rights, must be
at least as long as the license Sprint PCS has from the vendor,


 


(ii)                                  the
fees paid by Manager to the vendor reflect commercial rates negotiated at arms’
length,


 


(iii)                               the
Vendor Software covered by Manager’s license provides the usage and
functionality necessary for Manager to operate the Service Area Network in compliance
with the Sprint PCS Technical Program Requirements, and


 


(iv)                              the
Vendor Software may be tested in Sprint PCS test beds by Sprint PCS and will be
pushed to the Service Area Network by Sprint PCS, not the vendor or Manager,
unless Sprint PCS otherwise consents in advance in writing.  Sprint PCS agrees to test the Vendor
Software in Sprint PCS test beds within a reasonable period after Manager
reasonably requests in writing.


 


2.                                      Interconnection
[NEW].  Section 1.4 is amended and
restated in its entirety to read as follows:


 


If
Manager desires to interconnect a portion of the Service Area Network with
another carrier and Sprint PCS can interconnect with that carrier at a lower
rate, then to the extent that applicable laws, tariffs and agreements permit, Sprint
PCS will use commercially reasonable efforts to arrange for the interconnection
under its agreements with the carrier within a commercially reasonable
period.  Sprint PCS will bill the
interconnection fees to Manager at actual cost.


 


3.                                      Forecasting
[NEW].  Section 1.6 is amended and
restated in its entirety to read as follows:


 


1.6                               Forecasting.  Manager and Sprint PCS will work
cooperatively to generate mutually acceptable forecasts of important business
metrics that they


 


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agree upon.  The forecasts are for planning purposes only
and do not constitute either party’s obligation to meet the quantities
forecast.


 


4.                                      Financing
Plan  [Addm II, §2; revised by this Addendum; Exhibit 1.7 was modified
by Addm IV, §2 and Addm VI, §6]. 
Section 1.7 is amended and restated in its entirety to read as follows:


 


1.7                               Financing.  The construction and operation of the
Service Area Network requires a substantial financial commitment by
Manager.  The manner in which Manager
will finance the build-out of the Service Area Network and provide the
necessary working capital to operate the business is described in detail on Exhibit
1.7.  Manager will allow Sprint PCS
an opportunity to review before filing any registration statement or prospectus
or any amendment or supplement thereto and before distributing any offering
memorandum or amendment or supplement thereto, and agrees, subject to Manager’s
obligations under applicable law, regulation or stock exchange listing
requirement, not to file or distribute any such document if Sprint PCS
reasonably objects in writing on a timely basis to any portion of the document
that refers to Sprint PCS, its Related Parties, their respective businesses,
this agreement or the Services Agreement.


 


5.                                      Information
[NEW].  A new section 1.9 is added
to the Management Agreement.


 


1.9                               Access
to Information.


 


1.9.1 
Network Operations.  Manager
and Sprint PCS will have access to, and may monitor, record or otherwise
receive, information processed through equipment, including switches, packet
data switching nodes and cell site equipment, that relates to the provision of
Sprint PCS Products and Services or to the provision of telecommunications
services to Reseller Customers in the Service Area Network, if the access,
monitoring, recording or receipt of the information is accomplished in a manner
that:


 


(i)                                     Does
not unreasonably impede Manager or Sprint PCS from accessing, monitoring,
recording or receiving the information,


 


(ii)                                  Does
not unreasonably encumber Manager’s or Sprint PCS’ operations (including,
without limitation, Sprint PCS’ real-time monitoring of the Sprint PCS Network
status, including the Service Area Network),


 


(iii)                               Does
not unreasonably threaten the security of the Sprint PCS Network,


 


(iv)                              Does
not violate any law regarding the information,


 


(v)                                 Complies
with technical requirements applicable to the Service Area Network,


 


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(vi)                              Does not adversely affect
any warranty benefiting Manager or Sprint PCS (e.g., software warranties), and


 


(vii)                           With
respect to the information processed through Manager’s equipment, including its
switches, does not result in a material breach of any agreement regarding the
information (e.g., national security agreements).


 


Sprint
PCS and Manager will immediately notify the other party and reasonably
cooperate to establish new procedures for allowing both Manager and Sprint PCS
to access, monitor, record and receive the information in a manner that meets
the criteria in clauses (i) through (vii) above if either Manager or Sprint PCS
reasonably determines that the other party is accessing, monitoring, recording
or receiving the information described in this section 1.9.1 in a manner that
does not meet the criteria in clauses (i) through (vii) above.


 


Manager
owns the information regarding the performance of its equipment.  Each of Manager and Sprint PCS may use the
information obtained under this section 1.9.1 for any reasonable internal
business purpose, during the term of and after termination of this agreement,
the Services Agreement and the Trademark License Agreements, so long as the use
would be in accordance with those agreements if those agreements were still in
effect.


 


1.9.2 
Customer Information.  Manager
is entitled to receive information Sprint PCS accesses, monitors, records or
receives concerning the Service Area Network or the Customers with NPA-NXXs
assigned to Manager’s Service Area, subject to the terms of this section 1.9.2
and section 1.9.3 and Manager’s compliance with CPNI requirements and any other legal requirements applicable to the
information.


 


Sprint
PCS will provide the information in the format that Manager requests at no
additional charge to Manager if Sprint PCS accesses, monitors, records,
receives or reports for its own use the information specific to Manager that
Manager requests in the same format as Manager requests.  Sprint PCS will use commercially reasonable
efforts to provide the information within 5 Business Days.


 


Sprint
PCS will provide the information in the format that Manager requests if Sprint
PCS accesses, monitors, records, receives or reports for its own use the
information that Manager requests, but not in the same format that Manager
requests, if Manager agrees to pay or reimburse Sprint PCS for the costs Sprint
PCS reasonably incurs.  Sprint PCS will
use commercially reasonable efforts to provide the requested information within
15 Business Days.


 


If
Sprint PCS accesses, monitors, records or receives the information requested by
Manager, but not in the same format that Manager requests, then Sprint PCS will
provide the requested information as raw data, if:


 


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(i)
Sprint PCS chooses not to provide the information as described in the preceding
paragraph, and


 


(ii)
Manager agrees to pay or reimburse Sprint PCS for the costs Sprint PCS
reasonably incurs.


 


Sprint
PCS will use commercially reasonable efforts to provide the raw data within 15
Business Days.


 


Sprint
PCS owns the information regarding the Customers.  Each of Manager and Sprint PCS may use the information obtained
under this section 1.9.2 during the term of and after termination of this
agreement, the Services Agreement and the Trademark License Agreements so long
as the use would be in accordance with those agreements if those agreements
were still in effect.


 


1.9.3 
Limitations and Obligations. 
Sprint PCS does not have to provide any information that
Manager reasonably requests under this agreement or the Services Agreement
that:


 


(i)                                     Manager
can obtain itself in accordance with section 1.9.1 (if Sprint PCS has provided
Manager with any necessary specifications requested by Manager as to how to
obtain the information), unless Sprint PCS already has the information in its
possession and has not previously delivered it to Manager,


 


(ii)                                  Sprint
PCS no longer maintains,


 


(iii)                               Manager
has already received from Sprint PCS or its Related Parties,


 


(iv)                              Sprint
PCS does not access, monitor, record, receive or report, or


 


(v)                                 Sprint PCS must make system modifications to
provide the raw data, including without limitation modifying or adding data
fields or modifying code.


 


Sprint
PCS will provide Manager a copy of the then-current Sprint PCS document
retention policy from time to time upon reasonable request.


 


1.9.4 
Contracts. 
Sprint PCS will disclose to Manager the relevant terms and conditions of
any agreement between Sprint PCS and any third party:


 


(i)                                     with
which Manager must comply, directly or
indirectly, under the Management Agreement, the Services Agreement or any
Program Requirement,


 


(ii)                                  from which Manager is entitled to any
benefit, or


 


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(iii)                               that
relate to any pass-through amounts that Sprint PCS charges Manager under this
agreement or Settled-Separately Manager Expenses under the Services Agreement.


 


In each case Sprint PCS’
disclosure will be in sufficient detail to enable Manager to determine the
obligations or benefits with which Manager must comply or benefit or the
charges or expenses to be paid by Manager. 
Sprint PCS may provide to Manager copies of the agreements or the
relevant terms and conditions of such agreements in electronic format upon
notice to Manager, including by posting the copies or relevant terms and
conditions to a secure website to which Manager has access.  Once each calendar year and from time to
time when a change is effected to any relevant term or condition, Manager may
request copies of the agreements that are not posted to the secure website or
whose relevant terms and conditions are not posted to the secure website.


 


Sprint PCS will provide a
copy of the agreement to Manager to the extent permissible by the terms of the
agreement.  Sprint PCS will allow
Manager or its representatives to review a copy of the agreement to the extent
permissible by the agreement if the agreement prohibits Sprint PCS from
providing Manager a copy.  Sprint PCS
will satisfy the requirements of this section 1.9.4 if it chooses to provide a
copy of the agreement in electronic form on a server that Sprint PCS
designates.  Sprint PCS will use
commercially reasonable efforts to obtain the right from the third party, if
required, to provide a complete copy to Manager of any agreement between Sprint
PCS and any third party of the type described in this section 1.9.4.


 


6.                                      Most
Favored Nation [NEW].  A
new section 1.10 is added to the Management Agreement:


 


1.10                        Subsequent
Amendments to Other Managers’ Management Agreements and Services Agreements.  Manager has the right to amend the terms in
its Management Agreement and Services Agreement as described in this section
1.10 if during the period beginning on the date of this Addendum and ending
December 31, 2006, any of the terms of a 3M-pops Manager’s Management Agreement
or Services Agreement are amended in any manner for any reason to be more
favorable to the 3M-pops Manager than the terms of Manager’s Management
Agreement or Services Agreement are to Manager, subject to the following:


 


(a)                                  Manager
must elect to accept all, but not less than all, of the terms of the 3M-pops
Manager’s Management Agreement and Services Agreement agreed to since the
Effective Date (including accepting existing terms that relate to the changes
or terms that were previously changed and not previously accepted by Manager
but that remain a part of the latest version of the 3M-pops Manager’s
agreement) (collectively, but excluding the changes described in paragraphs (b)
and (c) below, the “Overall Changes”).


 


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(b)                                 Manager
will not be required to accept any changes involving payment of specific
disputed amounts arising under the Management Agreement or Services Agreement
of the 3M-pops Manager, and


 


(c)                                  No
amendments in Manager’s Management Agreement and Services Agreement will be
made to reflect changes made in a 3M-pops Manager’s Management Agreement and
Services Agreement if such changes are:


 


(i)                                     made
solely because the 3M-pops Manager owns spectrum on which all or a portion of
its network operates, unless the 3M-pops Manager acquired this spectrum from
Sprint PCS or its Related Parties after the Effective Date, or


 


(ii)                                  compelled
by a law, rule or regulation that applies to the 3M-pops Manager, but not to
Manager, or


 


(iii)                               made
solely to modify the build-out plan.


 


Sprint PCS will prepare and deliver to Manager either an addendum
containing the Overall Changes that have been made to the 3M-pops Manager’s
agreements in all of its addenda or copies of the 3M-pops Manager’s amended and
restated Management Agreement, Services Agreement and Trademark License
Agreements (in each case redacted to protect the identity of the 3M-pops
Manager) within 10 Business Days after the effective date of the amendment or
other instrument containing these changes.  Manager then has 30 days to notify Sprint PCS that Manager wants
the Overall Changes.


 


If Manager does not notify Sprint PCS in this 30-day time period in
writing that it wants the Overall Changes, no changes will be made in the
agreements between Manager and Sprint PCS and Manager will be deemed to have
waived its rights under this section 1.10 with respect to the Overall Changes.


 


If Manager notifies Sprint PCS within the 30-day time period in writing
that it wants the Overall Changes, Sprint PCS will prepare, execute and deliver
to Manager an addendum reflecting the Overall Changes.  The new addendum will have the same
effective date as the addendum or the restated Management Agreement, Services
Agreement and Trademark License Agreements between Sprint PCS and the 3M-pops
Manager that gave rise to the new addendum. 
Manager will have 15 days to review the new addendum and notify Sprint
PCS if Manager determines any inaccuracies are reflected in the new addendum.  Sprint will correct those inaccuracies and
provide a corrected new addendum to Manager within 10 Business Days after
Manager’s notification.


 


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No changes will be made in the agreements between Manager and Sprint
PCS if Manager does not execute and return the signed addendum within 30 days
after receipt of the signed addendum (or the corrected signed addendum, if
applicable, pursuant to the previous paragraph), in which case Manager will be
deemed to have waived its rights under this section 1.10 with respect to the
Overall Changes contained in the addendum presented.


 


If Manager and Sprint PCS disagree as to whether the terms of the
signed addendum accurately reflect the Overall Changes, then the parties will
submit to binding arbitration in accordance with section 14.2, excluding the
escalation process set forth in section 14.1. 
If the arbiter rules in favor of Manager, then Sprint PCS will make
changes to the signed addendum that are necessary to reflect the arbiter’s
ruling and submit the revised signed addendum to Manager within 10 days after
receipt of the arbiter’s ruling. If the arbiter rules in favor of Sprint PCS,
then Manager will execute the signed addendum as proffered to Manager within 10
days after Manager’s receipt of the arbiter’s ruling.


 


The parties acknowledge that Sprint PCS can disclose to Manager who the
3M-pops Manager is that gave rise to the proposed addendum only if the 3M-pops
Manager agrees to the disclosure.


 


7.                                      Buildout
Plan [Addm VII, §2; revised by this Addendum].  Exhibit 2.1 attached to Addendum VII,
comprised of a Build-Out Plan Description, a Build-Out Plan Table and Build-Out
Plan Maps, supersedes and replaces in its entirety all Exhibits 2.1 previously
agreed to by Manager and Sprint PCS. 
All references in the Management Agreement to the Build-out Plan are
deemed to refer to the Build-out Plan Description, Build-out Plan Table and
Build-out Plan Maps attached to Addendum VII, collectively.


 


8.                                      Exclusivity
of Service Area [Addm VI, §8]. 
In section 2.3 and the Schedule of Definitions, the phrase “wireless
mobility communications network” is replaced by the phrase “Wireless Mobility
Communications Network”.


 


9.                                      Restricted
Markets [Addm VII, §3].  Exhibit
2.4 attached to Addendum VII is the current Sprint Local Exchange Carrier
Restricted Markets Table and Map and supersedes and replaces all prior Exhibits
2.4.


 


10.                               Coverage
Enhancement [Addm I, §2; revised by this Addendum].  Section 2.5 is amended and restated in its
entirety to read as follows:


 


2.5                               Manager’s
Right of First Refusal For New Coverage Build-out.  Sprint PCS grants to Manager the right of
first refusal to build-out New Coverage. 
Sprint PCS will give to Manager a written notice of a New Coverage
within the Service Area that Sprint PCS decides should be built-out.  Manager must communicate to Sprint PCS
within 90 days after receipt of the notice whether it will build-out the New
Coverage, otherwise Manager’s right of first refusal terminates with regard to
the New Coverage described in the notice.


 


13

















 


If
Manager decides to build-out the New Coverage, then Manager and Sprint PCS will
diligently negotiate and execute an amendment to the Build-out Plan and proceed
as set forth in sections 2.1 and 2.2. 
The amended Build-out Plan will contain critical milestones that provide
Manager a commercially reasonable period in which to implement coverage in the
New Coverage.  In determining what
constitutes a “commercially reasonable period” as used in this paragraph, the
parties will consider several factors, including local zoning processes and
other legal requirements, weather conditions, equipment delivery schedules, the
need to arrange additional financing, and other construction already in
progress by Manager.  Manager will
construct and operate the network in the New Coverage in accordance with the
terms of this agreement.


 


If
Manager declines to exercise its right of first refusal or Manager fails to
build out the New Coverage in accordance with the amended Build-out Plan, then
Sprint PCS may construct the New Coverage itself or allow a Sprint PCS Related
Party or an Other Manager to construct the New Coverage.  Sprint PCS has the right, in a New Coverage
that it constructs or that is constructed by a third party, to manage the
network, allow a Sprint PCS Related Party to manage the network, or hire an
Other Manager to operate the network in the New Coverage.  Any New Coverage that Sprint PCS or a third
party builds out is deemed removed from the Service Area and the Service
Area Exhibit is deemed amended to reflect the change in the Service Area.


 


If
Manager does not exercise its right of first refusal with respect to a New
Coverage, Manager’s right of first refusal does not terminate with respect to
the remainder of the Service Area.


 


At
Manager’s request, Sprint PCS and Manager will discuss Manager’s interest in
expanding its Service Area and its build-out plans with respect to the expanded
area.


 


11.                               Microwave
Relocation and Costs [Addm I, §3;
revised by this Addendum]. 
The last sentence of section 2.7 of the Management Agreement is replaced
with the following language:


 


Sprint PCS will use
reasonable efforts to notify Manager in writing at least 30 days before it
begins clearing spectrum for which Manager will be obligated for any clearing
costs under this section.  The parties
will share equally all costs associated with clearing sufficient spectrum to
operate the Service Area Network.  If,
in the process of clearing sufficient spectrum, Sprint PCS relocates microwave
paths on adjacent spectrum, the cost of clearing the entire range of spectrum
will be shared equally.  Sprint PCS will
reimburse Manager in proportion to the amount Manager paid to clear the
spectrum if Sprint PCS receives any reimbursement from a third party for the
costs of clearing spectrum.


 


14

















 


12.                               Long-Distance
Pricing [NEW].  Section 10 of
Addendum II is deleted.  Additionally,
section 3.4 of the Management Agreement is amended and restated in its entirety
to read as follows:


 


3.4                               IXC
Services.


 


3.4.1. 
Customer Long Distance.  Sprint PCS and Manager will from time to time mutually define
local calling areas in the Service Areas of Manager that Sprint PCS and Manager
will use to determine when a customer will be billed for a “long distance call”
under the applicable rate plan of the Customer.  The parties acknowledge that these local calling areas (i) may
change in geographic scope in response to competitive pressures or perceived
market opportunities, and (ii) may not be able to be changed because of
regulatory, industry, or system limitations. 
The parties will not use local calling areas to determine “long distance
telephony services” under section 3.4.2. 
If the parties cannot agree on the extent of the local calling area they
will resolve the matter through the dispute resolution process in
section 14.


 


3.4.2. 
Long Distance Services


 


(a) Required purchase.  Manager must obtain (i)
long-distance telephony services through Sprint PCS or its Related Parties to
provide long-distance service to users of the Sprint PCS Network and (ii)
telephony services through Sprint PCS or its Related Parties to connect the
Service Area Network with the national platforms that Sprint PCS uses to
provide services to Manager under this agreement or the Services
Agreement.  The term “long distance
telephony service” means any
inter-LATA call for purposes of this section 3.4.2 as it relates to
long-distance telephony services provided to users of the Sprint PCS Network.


 


(b) 
Pricing and procedure.  Sprint PCS will purchase for Sprint PCS, Manager and Other
Managers long-distance telephony services used in the Sprint PCS Network from
Sprint Communications Company L.P. or its Related Parties (“SCCLP”).  Sprint PCS will purchase these long-distance
telephony services at a price and terms at least as favorable to Sprint PCS,
Manager and the Other Managers (considering Sprint PCS, Manager and the Other
Managers as a single purchaser) as the best prices and terms SCCLP offers to
any wholesale customer of SCCLP in similar situations when taking into account
all relevant factors (e.g., volume, peak/off-peak usage, length
of commitment). Sprint PCS will pay the invoice from SCCLP, except for items
that SCCLP directly bills under section 3.4.2(c).  Sprint PCS will bill to Manager as an activity settled separately
under the Services Agreement the portion of the fees billed to Sprint PCS that
relate to Manager’s operations and the activity of all Customers and Reseller
Customers in the Service Area, except for items SCCLP directly bills under
section 3.4.2(c).


 


If
Sprint Corporation no longer has its “PCS” tracking stock, Sprint PCS will
include the volume of long-distance telephony services of Manager and Other
Managers with the volume of Sprint PCS when negotiating the Sprint PCS rate


 


15

















 


with the long distance
division of Sprint Corporation (currently SCCLP).  The long distance division will continue to provide long-distance
telephony services to Sprint PCS for a price and upon terms based on the same
relevant factors described in the preceding paragraph and in the same manner
that it has under the present tracking stock policy.


 


(c) 
Call routing. 
Manager, acting as a single purchaser, may purchase private line
capacity (or other forms of capacity) from SCCLP for inter-LATA calls to the
extent that this capacity can be obtained on terms more favorable to Manager
(acting as a single purchaser).  SCCLP
will sell that capacity to Manager at the best price that SCCLP offers to third
parties in similar situations when taking into account all relevant factors.
SCCLP will directly bill Manager for any purchase of capacity under this
section 3.4.2(c).  The terms of section 1.3 do not apply to purchases of
capacity in this section 3.4.2(c).


 


(d) 
Pre-existing agreement.    If before the date Addendum VIII to this agreement is signed,
Manager is bound by an agreement for long distance services or an agreement for
private line service and the agreement was not made in anticipation of this
agreement or Addendum VIII, then the requirements of this section 3.4.2 do
not apply during the term of the other agreement.  If the other agreement terminates for any reason, then the
requirements of this section 3.4.2 do apply from and after the
termination.


 


(e) Resale.  Manager may not resell the long-distance
telephony services acquired under this section 3.4.2.  For purposes of clarification, resale under this section 3.4.2(e)
includes Manager selling minutes to carriers for ultimate resale to end users
under a brand other than “Sprint” or selling minutes to end users under a brand
other than “Sprint”.  Manager may engage
in the following activities (i.e., these activities are not treated as
resale of long-distance telephony services):


 


(1)
the transport of long-distance calls for Customers under section 3.4.2(a),


 


(2)
the transport of long-distance calls for resellers under section 3.5, and


 


(3)
the transport of long-distance calls for roaming under section 4.3.


 


13.                               Voluntary
Resale of Products and Services [Addm II, §11; revised by this Addendum].  The second sentence of the second paragraph
of section 3.5.2 is amended to read as follows:  “If Manager wants handsets of subscribers of resellers with
NPA-NXXs of Manager to be activated, Manager must agree to comply with the
terms of the program, including its pricing provisions, except to the extent
otherwise set forth in Section 10.4.1 with respect to the Reseller Customer
Fees.”


 


14.                               Intra-LATA
Calls and Backhaul Services [NEW].   
Section 12 of Addendum II is deleted. 
Additionally, section 3.7 is amended and restated in its entirety to
read as follows:


 


16

















 


3.7                               Intra-LATA
Calls and Backhaul Services. 
Manager, acting as a single purchaser, may purchase capacity (including
private line capacity) from SCCLP for intra-LATA calls and backhaul
services.  SCCLP will sell that capacity
to Manager at the best price that SCCLP offers to third parties in similar
situations when taking into account all relevant factors.


 


Manager
will offer to Sprint PCS or one of its Related Parties the right to make to
Manager the last offer to provide capacity for intra-LATA calls and backhaul services for the Service Area
Network if:


 


(i)                                     Manager
decides to use third parties for intra-LATA
calls and backhaul services rather than self-provisioning the capacity
or purchasing the capacity from Related Parties of Manager, and


 


(ii)                                  Sprint
PCS or one of its Related Parties has provided evidence to Manager that SCCLP
or one of its Related Parties has facilities to provide the capacity requested.


 


Manager will deliver to
Sprint PCS the terms under which the third party will provide the
capacity.  Sprint PCS or one of its
Related Parties will have a reasonable time to respond to Manager’s request for
last offer to provide pricing for capacity for intra-LATA calls and backhaul, which will be no greater than 5
Business Days after receipt of the request for the pricing and the third
party’s terms from Manager.  Manager
will acquire capacity for intra-LATA calls and backhaul services from Sprint
PCS or one of its Related Parties if Sprint PCS or one of its Related Parties
offers Manager pricing and other terms for intra-LATA calls and backhaul
services for the Service Area Network that matches the terms, including
pricing, or is better than the terms and lower than the pricing offered by the
third party.  For purposes of this
section 3.7, the term “backhaul” means the provision of services from a cell
site of Manager to the corresponding switch associated with the cell site.


 


If
Manager has an agreement for these services in effect as of the date Addendum
VIII is signed and the agreement was not made in anticipation of this agreement
or Addendum VIII, then the requirements of this section 3.7 do not apply
during the term of the other agreement. 
If the other agreement terminates for any reason, then the requirements
of this section 3.7 do apply from and after the termination.


 


15.                               Sprint
PCS Roaming and Inter Service Area Program Requirements [NEW].  The second paragraph of section 4.3 is
amended to read as follows:


 


Section
10.4.1 sets forth the settlement process that distributes between the members
making up the Sprint PCS Network (i.e., Sprint PCS, Manager and all Other
Managers) a fee for use of the Sprint PCS Network and the Service Area Network
(the “Inter
Service Area Fee”).


 


17

















 


16.                               Marketing
Communications Guidelines [Addm V, §1].  The first bulleted standard set forth in section II.B. of Exhibit
5.2 to the Management Agreement is replaced with the following language:


 


All
uses of the Sprint marks must be in an manner generally consistent with overall
Sprint brand positioning, as determined by Sprint from time to time.  Sprint will review all
advertising/communication strategy and make judgments on its consistency with
the overall Sprint brand positioning within ten (10) days of receipt.  If the strategy is judged to be
inconsistent, it will not be used or will be changed to be consistent with
Sprint brand positioning. 
Pre-production advertising/communications will be reviewed by Sprint for
consistency with Sprint brand positioning and personality within ten (10) days
of receipt.  If the advertising/communications
are judged to be inconsistent, it will not be used or will be changed to be
consistent with the Sprint brand positioning and personality.


 


17.                               Customer
Service Program Requirements [NEW].  Paragraph
2 of Addendum V is deleted.  For
clarification purposes, the Customer Service Program Requirements are effective
as of the Effective Date of this Addendum VIII, and will not be applied
retroactively.


 


18.                               Changes
to Program Requirements [NEW].


 


(a)                                  The
first sentence of section 9.2(e) is amended to read as follows:


 


Manager
must implement any changes in the Program Requirements within a commercially
reasonable period of time unless Sprint PCS otherwise consents, subject to
section 9.3.


 


(b)                                 Section
9.3 is amended and restated in its entirety to read as follows:


 


9.3                               Manager’s
Rights regarding Changes to Program Requirements.


 


9.3.1  Parameters for Required Program Requirement
Implementation. 
(a)                       Manager may decline to implement a
Non-Capital Program Requirement Change if Manager determines that the Non-Capital
Program Requirement Change will satisfy any of the following tests:


 


(A)                              individually
cause the combined peak negative cash flow of Manager to be an amount greater
than 3% of Manager’s Ultimate Parent’s Enterprise Value, or


 


(B)                                when
combined with original assessments made under clause (A) above of all other
Program Requirement Changes that Sprint PCS announced and Manager agreed to
implement or Manager otherwise was required to implement in accordance with
section 9.3.4, both within the preceding 12 calendar months, cause the combined
cumulative peak negative cash flow of Manager to


 


18

















 


be an amount greater than
5% of Manager’s Ultimate Parent’s Enterprise Value, or


 


(C)                                individually
cause a decrease in the forecasted 5-year discounted cash flow of Manager’s
Ultimate Parent (at Manager’s Ultimate Parent’s appropriate discount rate) of
more than 3% on a combined net present value basis, or


 


(D)                               when
combined with original assessments made under clause (C) above of all other
Program Requirement Changes that Sprint PCS announced and Manager agreed to
implement or Manager otherwise was required to implement in accordance with
section 9.3.4, both within the preceding 12 calendar months, cause a decrease in
the forecasted 5-year discounted cash flow of Manager’s Ultimate Parent (at
Manager’s Ultimate Parent’s appropriate discount rate) of more than 5% on a
combined net present value basis.


 


The term “Non-Capital Program Requirement Change” means a Program
Requirement Change that does not require Manager to make any capital
expenditures in excess of 5% of Manager’s capital budget as approved by the
Manager’s board of directors for the fiscal year in which the Program
Requirement Change is requested, but does not include changes to the Trademark
Usage Guidelines, the Marketing Communications Guidelines, and the Sprint PCS
National or Regional Distribution Program Requirements.


 


If Manager declines to implement any Non-Capital
Program Requirement Change, Manager must give Sprint PCS within 10 Business
Days after Sprint PCS provides Manager with notice of the Program Requirement
Change:


 


(i)                                     written notice that Manager declines to
implement the Non-Capital Program Requirement Change, and


 


(ii)                                  a written assessment of the impact of the
Non-Capital Program Requirement Change on Manager using the parameters set
forth in subparagraphs (A) through (D) above.


 


(b)                                 Manager
has the right to decline to implement any Capital Program Requirement Change if
Manager determines that the Capital Program Requirement Change will have a
negative net present value applying a 5-year discounted cash flow model.


 


The term “Capital Program Requirement Change” means
any Program Requirement Change that requires an expenditure of capital by Manager
that is greater than 5% of Manager’s capital budget as approved by the
Manager’s board of directors for the fiscal year in which the Program
Requirement Change is requested, but does not include changes to the Trademark
Usage Guidelines, the


 


19

















 


Marketing Communications
Guidelines, and the Sprint PCS National or Regional Distribution Program
Requirements.


 


If Manager
declines to implement any Capital Program Requirement Change, Manager must give
Sprint PCS within 10 Business Days after Sprint PCS provides Manager with
notice of the Program Requirement Change:


 


(i)                                     written
notice that Manager declines to implement the Capital Program Requirement
Change, and


 


(ii)                                  a
written assessment of the impact of the Capital Program Requirement Change on
Manager using the parameter set forth above.


 


Manager must
implement a Capital Program Requirement Change if:


 


(i)                                     the
capital requirement associated with such Program Requirement Change is for a
network capacity expansion due to a change in a service plan, provided that
implementing the Program Requirement Change will not exceed any of the
parameters described in section 9.3.1(a), or


 


(ii)                                  the
capital requirement associated with such Program Requirement Change is necessary
to comply with network performance standards required under this agreement.


 


If Manager has the
right to decline a Program Requirement Change, Sprint PCS may modify the scope
of the Program Requirement Change in all or certain of Manager’s markets to create
a positive net present value for the entire Program Requirement Change, and
Manager will implement the modified Program Requirement Change. Section 9.3.2
governs any disagreement between the parties regarding the determination of the
net present value of a Program Requirement Change.


 


9.3.2. 
Disagreement with Assumptions or Methodology. 
Sprint PCS must notify Manager of any disagreement with Manager’s
assumptions or methodology within 10 days after its receipt of Manager’s
assessment under section 9.3.1.  Manager
will not be required to implement the Program Requirement Change if Sprint PCS
fails to notify Manager of any disagreement within this 10-day period unless
Sprint PCS requires such compliance under section 9.3.3 below.  Either party may escalate the review of the
assumptions and methodology underlying the assessment to the parties’
respective Chief Financial Officers if Sprint PCS disagrees with Manager’s
assessment and the parties are unable to agree on the assumptions and
methodology within 20 days after Sprint PCS notifies Manager of the
disagreement.


 


The parties will mutually select an independent investment banker in
the wireless telecommunications industry (“Investment Banker”) to determine


 


20

















 


whether the
implementation of the Program Requirement Change will exceed one of the
parameters if Sprint PCS and Manager are unable to agree on the assumptions and
methodology to perform the calculations within 30 days after Sprint PCS
notifies Manager of the disagreement. 
The American Arbitration Association will select the Investment Banker
if the parties do not select the Investment Banker within 50 days after Sprint
PCS notifies Manager of the disagreement. 
Sprint PCS and Manager will cooperate fully and provide all information
that the Investment Banker reasonably requests.  But any Investment Banker that the American Arbitration
Association selects, and its investment bank, must have no current engagement
with either Manager or Sprint PCS and must not have been engaged by either such
party within the 12 calendar months preceding the engagement under this
section.  A business relationship
between Manager or Sprint PCS and a commercial bank or other organization
affiliated with an investment bank will not disqualify the investment
bank.  The Investment Banker will have
20 days from the date of engagement to make its decision.


 


Manager will pay any Investment Banker’s fees and implement the Program
Requirement Change if the parties agree or the Investment Banker determines
that implementing the Program Requirement Change will not exceed any of the
parameters described in section 9.3.1.


 


9.3.3  One or More
Parameters Exceeded.  Sprint
PCS will pay the Investment Banker’s fees if the parties agree or the
Investment Banker determines that implementing the Program Requirement Change
will exceed at least one of the parameters described in section 9.3.1.  Sprint PCS may require Manager to implement
the Program Requirement Change whether the parties agree or disagree or the
Investment Banker determines that implementing the Program Requirement Change
will exceed at least one of the parameters described in section 9.3.1, if
Sprint PCS agrees to compensate Manager the amount necessary to prevent Manager
from exceeding the parameters set forth in section 9.3.1.


 


9.3.4  Changes with
Respect to Pricing Plans and Roaming Program Requirements.  Manager will implement a change with respect
to the following in the manner requested by Sprint PCS, even if Manager determines
that implementing the change will have an adverse impact on Manager that meets
or exceeds the tests set forth in section 9.3.1(a) or section 9.3.1(b):


 


(i)                                     relates
to a pricing plan under section 4.4 or a roaming program, and


 


(ii)                                  Sprint
PCS reasonably determines must be implemented on an immediate or expedited
basis to respond to competitive market forces.


 


Manager’s implementation of the change will not adversely affect
Manager’s right to object to the implementation of the change.  Manager will continue to comply with the
change if the parties agree or the Investment Banker


 


21

















 


determines (using
the procedure described in section 9.3.2) that implementing the change will not
exceed any of the parameters described in section 9.3.1(a) or section
9.3.1(b).  If Sprint PCS does not
successfully challenge Manager’s assessment of the adverse impact of the change
on Manager in accordance with section 9.3.2, Sprint PCS can require Manager
either to:


 


(i)                                     continue
to comply with the change and compensate Manager in the amount necessary to
reimburse Manager for any reasonable costs, expenses or losses that Manager
incurs as a result of its implementation of the change net of any benefit that
Manager receives, to the extent the costs, expenses and losses net of the
benefits exceed the parameters set forth in section 9.3.1(a) or section
9.3.1(b), or


 


(ii)                                  terminate
its continued compliance with the change and compensate Manager in the amount
necessary to reimburse Manager for any reasonable costs, expenses or losses
that Manager incurs as a result of its implementation of the change net of any
benefit that Manager receives.


 


Manager cannot terminate its continued compliance if Sprint PCS elects
to require Manager’s continued compliance with the change under section 9.3.3
above.


 


(c)                                  A new section 9.7 is added to the
Management Agreement:


 


9.7                               Review of Program Requirements; Unilateral Changes.


 


(a)                                  Within 120 days after the Effective Date
of Addendum VIII Sprint PCS will review all outstanding Program Requirements to
determine if they need to be revoked, amended or left in place.  Any amendment to a Program Requirement will
be implemented in accordance with section 9.2, subject to section 9.3 with
respect to amendments.


 


(b)                                 Sprint PCS and Manager will in good faith
attempt to mutually agree on how to mitigate the adverse economic impact on
Manager of the exercise of any unilateral right of Sprint PCS under this
agreement, the Services Agreement and either Trademark License Agreement to the
extent Manager believes such change will have a significant adverse economic
impact on Manager’s operations, except with respect to changes involving Sprint
PCS National or Regional Distribution Program Requirements.  For purposes of clarification, the parties
intend the preceding sentence to obligate them to a robust discussion and open
dialogue but understand the discussion and dialogue may not lead to any
particular solution of the issues raised by Manager or Sprint PCS.  By way of illustration, under the second
preceding sentence if Manager believed that the exercise of the unilateral
right to change the Trademark Usage


 


22

















 


Guidelines or the
designation of Sprint PCS Products and Services had an adverse economic impact
on Manager, then Manager and Sprint PCS will in good faith attempt to mutually
agree on how to mitigate the adverse impact on Manager.


 


(d)                                 A new section 9.8 is added to the
Management Agreement.


 


9.8                               Breach
for Failure to Implement Program Requirement.


 


Manager will be in
material breach of a material term and Sprint PCS may exercise its rights under
section 11 if Manager declines to implement a Program Requirement when required
to do so under this agreement.


 


19.                            Fees [NEW].   (a)                       Article
10 of the Management Agreement is amended and restated in its entirety to read
as follows:


 


10.                             FEES


 


10.1                        General.    Sprint PCS and Manager will pay to each
other the fees and apply the credits in the manner described in this section
10.  The amounts that Sprint PCS is paid
or retains are for all obligations of Manager under this agreement.  Many of the definitions for the fees in
section 10.2 are found in section 10.3.


 


10.2                        Fees.


 


10.2.1              Fee
Based on Billed Revenue.   
Sprint PCS will pay to Manager the Fee Based on Billed Revenue as
determined in this section 10.2.1.


 


“Billed Revenue” is
all customer account activity (e.g., all activity billed, attributed or
otherwise reflected in the customer account but not including Customer Credits)
during the calendar month for which the fees and payments are being calculated
(the “Billed
Month”) for Sprint PCS Products and Services related to all Customer accounts within a customer
service area (“CSA”) assigned to
the Service Area, except (i) Outbound
Roaming Fees, (ii) amounts handled separately in this section 10
(including the amounts in sections 10.2.3 through 10.2.6, 10.4 and 10.8), (iii)
amounts collected from Customers and paid to governmental or regulatory
authorities (e.g., Customer Taxes
and USF Charges), and (iv) other amounts identified in this agreement as
not included in Billed Revenue (these Customer accounts being “Manager
Accounts”).


 


Billed
Revenue does not include new activity billed to the Customer solely to recover
costs incurred by Sprint PCS, Manager or both related solely to such new
activity.  Manager and Sprint PCS will
share the revenues from this billing in proportion to the costs they incur.


 


23

















 


For
purposes of clarification, the parties have in place procedures to assign
Customers to CSAs and expect those procedures to remain in place after the
Effective Date.


 


If
Sprint PCS or Manager develops products or services that bundle Sprint PCS
Products and Services with other products or services (e.g., local service or
broadband wireline service), then Sprint PCS and Manager will use commercially
reasonable efforts to agree on the proper allocation of revenue, bad debt
expenses, credits and promotions for the bundled products and services.


 


Sprint
PCS will reasonably determine the amount of credits applied to Manager Accounts
during the Billed Month (“Customer Credits”).


 


“Net Billed Revenue”
for a Billed Month is the amount of the Billed Revenue less the Customer
Credits.


 


The “Fee Based on
Billed Revenue” for a Billed Month is equal to 92% of (a) Net Billed
Revenue, less (b) the Allocated Write-offs for Net Billed Revenue.


 


10.2.2              Outbound
Roaming Fee.    Sprint PCS will
pay to Manager a fee equal to the amount of Outbound Roaming Fees that Sprint
PCS or its Related Parties bills to Manager Accounts, less the Allocated
Write-offs for Outbound Roaming Fees. 
For purposes of clarification, Sprint PCS will settle separately with
Manager the direct cost of providing the capability for the Outbound Roaming,
including any amounts payable to the carrier that handled the roaming call and
the clearinghouse operator for Outbound Roaming.


 


10.2.3              Phase
II E911 Surcharges.    Sprint
PCS will pay to Manager a fee equal to a portion of the E911 Phase II
Surcharges (attributable to incremental costs for Phase II E911, including but
not limited to related handset costs, routing costs, implementation costs,
trunks and testing costs, and anticipated write-offs for bad debt) billed
during the Billed Month to Customers with an NPA-NXX assigned to the Service
Area, less the Allocated Write-offs for that portion of E911 Phase II
Surcharges in the Billed Month.  The
portion of the billed amount attributed to Manager will be based on Manager’s
proportional cost (as compared to Sprint PCS’ proportional cost) to comply with
Phase II of the E911 requirements. 
Sprint PCS will determine from time to time the rate billed to Customers
related to Phase II E911 and the portion payable to Manager.


 


10.2.4              Wireless
Local Number Portability Surcharges.   
Sprint PCS will pay to Manager a fee equal to a portion of the Wireless
Local Number Portability Surcharges (“WLNP Surcharges”) billed during the Billed
Month to Customers with an NPA-NXX assigned to the Service Area, less the
Allocated Write-offs for that portion of the WLNP Surcharges in the Billed
Month.  The portion of the billed amount
attributed to Manager will be based on Manager’s proportional cost (as compared
to Sprint PCS’ proportional cost) to comply with


 


24

















 


Wireless Local Number
Portability requirements.  Sprint PCS
will determine from time to time the rate billed to Customers related to WLNP
Surcharges and the portion payable to Manager.


 


10.2.5              Customer
Equipment Credits.    Sprint PCS
will apply as a credit to any other fees under this section 10.2 owing by
Sprint PCS to Manager an amount equal to the amount of the Customer Equipment
Credits less the Allocated Write-offs for Customer Equipment Credits.


 


10.2.6              
Write-offs for Customer Equipment Charges.    Sprint PCS will apply as a credit to any other fees under this
section 10.2 owing by Sprint PCS to Manager an amount equal to the amount of
the Allocated Write-offs for Customer Equipment Charges.


 


10.3 
Definitions used in fee calculations


 


10.3.1              Write-offs.    Sprint PCS will determine the
amounts written off net of deposits applied (the “Write-offs”) in the Sprint
PCS billing system during the Billed Month relating to Manager Accounts.


 


10.3.2              Billed
Components.                                   Each
of the following amounts is referred to as a “Billed Component” and
collectively they are referred to as the “Billed Components”.


 


10.3.2.1    Net
Billed Revenue.    The amount
determined as described in section 10.2.1.


 


10.3.2.2    Customer
Equipment Credits.    The
reductions of amounts billed to Manager Accounts related to the sale of
handsets and handset accessories from Sprint PCS inventory are referred to as “Customer
Equipment Credits”.  This is
a negative amount that reduces the Amount Billed (Net of Customer Credits).


 


10.3.2.3    100%
Affiliate Retained Amounts.   
The amounts referred to as “100% Affiliate Retained Amounts” on Exhibit
10.3, to which Manager is entitled to 100% of the amounts that Customers
are billed for such items.


 


10.3.2.4    100%
Sprint PCS Retained Amounts.    The
amounts referred to as “100% Sprint PCS Retained Amounts” on Exhibit 10.3,
to which Sprint PCS is entitled to 100% of the amounts that Customers are
billed for such items.


 


10.3.2.5    Customer
Equipment Charges.    The
amounts that Sprint PCS bills to Manager Accounts for subscriber equipment and
accessories sold or leased are referred to as “Customer Equipment Charges”.


 


25

















 


10.3.2.6    E911 Phase II Surcharges.  The amounts that Sprint PCS bills to
Manager Accounts to recover all costs related to Phase II E911 functionality
are referred to as “E911 Phase II Surcharges”.


 


10.3.2.7    USF
Charges.    The amounts that Sprint PCS bills to Manager
Accounts relating to Universal Service Funds are referred to as “USF
Charges”.


 


10.3.2.8    WLNP
Surcharges.    The amounts that Sprint PCS bills to Manager
Accounts to recover costs related to WLNP activities.


 


10.3.3              Amount
Billed (Net of Customer Credits). 
The “Amount Billed (Net of  Customer Credits)” for a Billed Month is
equal to the sum of the Billed Components.


 


10.3.4              The
Allocated Write-offs.    The “Allocated
Write-offs” for all or a portion of a Billed Component in a Billed
Month is the Write-offs for the Billed Month times the amount of the Billed
Component (or portion thereof) divided by the Amount Billed (Net of Customer
Credits).


 


10.4                        Other
Fees and Payments.  Sprint PCS and
Manager will pay to each other the fees and payments described below:


 


10.4.1              Inter
Service Area Fees and Reseller Customer Fees.


 


10.4.1.1                               Inter
Service Area Fee and Reseller Customer Fee Paid.    Manager will pay to Sprint PCS an Inter
Service Area Fee as set forth in this section 10.4.1 for each billed minute or
kilobyte of use that a Customer with an NPA-NXX assigned to the Service Area
uses a portion of the Sprint PCS Network other than the Service Area
Network.  Sprint PCS will pay to Manager
an Inter Service Area Fee for each billed minute or kilobyte of use that a
Customer whose NPA-NXX is not assigned to the Service Area Network uses the
Service Area Network.  Sprint PCS will
pay to Manager the fees set forth in this Section 10.4.1 for each billed minute
or kilobyte of use that a Reseller Customer uses the Service Area Network
unless otherwise negotiated (such fees are referred to in this agreement as “Reseller Customer Fees”).


 


Sprint
may not amend, modify or change in any manner the Inter Service Area Fees
between Sprint PCS and Manager or Reseller Customer Fees and other matters set
forth in this section 10.4.1 without Manager’s prior written consent.  For purposes of clarification, the parties
do not intend the above sentence to limit Sprint PCS’ ability to negotiate fees
with resellers.


 


Sprint
PCS will not be obligated to pay Manager those Inter Service Area Fees not
received by Sprint PCS from an Other Manager who is a debtor in a bankruptcy
proceeding with respect to Inter Service Area Fees that Sprint PCS owes Manager
because of CSAs assigned to such Other Manager’s Service Area traveling in the
Service Area.  For clarification
purposes, Sprint PCS


 


26

















 


does not have to advance
the Inter Service Area Fees for the Other Manager who is involved in the
bankruptcy proceeding to Manager, to the extent that the Other Manager fails to
pay the Inter Service Area Fees. 
Manager bears the risk of loss of the Other Manager who is involved in
the bankruptcy proceeding not paying the Inter Service Area Fees to Sprint PCS.


 


If relief is
ordered under title 11 of the United States Code for an Other Manager or an
Other Manager files a voluntary petition for relief under title 11 of the
United States Code and such Other Manager fails to pay to Sprint PCS amounts
that such Other Manager owes to Sprint PCS with respect to the Inter Service
Area Fees for travel into Manager’s Service Area, Sprint PCS will immediately
assign to Manager all of its claims and rights as a creditor of such Other
Manager for those amounts owed with respect to Inter Service Area Fees for
travel in Manager’s Service Area. 
Sprint PCS agrees to take all actions necessary to effect this
assignment of rights to Manager, and further agrees that Manager will not be
responsible for any expenses related to such assignment.  If Sprint PCS receives any amounts from an
Other Manager involved in a bankruptcy proceeding with respect to Inter Service
Area Fees for travel into the Service Area, Sprint PCS will immediately remit
those amounts to Manager.  If relief is
ordered under title 11 of the United States Code for Sprint PCS or Sprint PCS
files a voluntary petition for relief under title 11 of the United States Code,
then Sprint PCS will be deemed a trustee for Manager’s benefit with respect to
any Inter Service Area Fees that Sprint PCS collects from Other Managers for
travel into Manager’s Service Area, and Sprint PCS has no rights to Manager’s
portion of such Inter Service Area Fees.


 


Manager
acknowledges that if the manner in which the CSAs are assigned changes because
of changes in the manner in which the NPA NXX is utilized, the manner in which
the Inter Service Area Fees and Reseller Customer Fees, if any, will be
calculated might be changed accordingly.


 


10.4.1.2                               Voice
and 2G Data Rate.    The amount
of the Inter Service Area Voice and 2G Data Fee and Reseller Customer Voice and
2G Data Fee will be as follows:


 


(a)                                  The
Inter Service Area Voice and 2G Data Fee for each billed minute of use that a
Customer uses an Away Network and the Reseller Customer Fee for each billed
minute of use that a Reseller Customer uses the Service Area Network, will be
$0.058 from the Effective Date to December 31, 2006.


 


(b)                                 For
each calendar year during the Term of this agreement beginning January 1, 2007,
the Inter Service Area Voice and 2G Data Fee for each billed minute of use that
a Customer uses an Away Network and the Reseller Customer Fee for each billed
minute of use that a Reseller Customer uses the Service Area Network, will be
an amount equal to 90% of Sprint PCS’ Retail Yield for Voice and 2G Data Usage


 


27

















 


for the previous calendar
year; provided that such amount for any period will not be less than Manager’s network costs  (including a reasonable return using
Manager’s weighted average cost of capital applied against Manager’s net
investment in the Service Area Network) to provide the services that are
subject to the Inter Service Area Voice and 2G Data Fee.  If the parties have a dispute relating to
the determination of the foregoing fees for any period, then the parties will
submit the dispute to binding arbitration as set forth in section 10.4.1.3(b).


 


10.4.1.3                               3G
Data Rate.    The amount of the
Inter Service Area 3G Data Fee and Reseller Customer 3G Data Fee will be as
follows:


 


(a)                                  From
the Effective Date to December 31, 2006 (“Initial 3G Data Fee Period”), the Inter
Service Area 3G Data Fee for each kilobyte of use that a Customer uses an Away
Network and the Reseller Customer 3G Data Fee for each kilobyte of use that a
Reseller Customer uses the Service Area Network, will be $0.0020; except during
the Initial 3G Data Fee Period the Reseller Customer 3G Data Fee for Qwest
reseller customers only will be determined and settled as provided in the
letter agreement between Sprint PCS and Manager dated July 29, 2003 (the “Qwest Reseller 3G Data Agreement”).


 


(b)                                 The
parties will reset the Inter Service Area 3G Data Fee and the Reseller Customer
3G Data Fee after the Initial 3G Data Fee Period ends; except after the period
ends the Reseller Customer 3G Data Fee for Qwest reseller customers only will
be determined and settled as provided in the Qwest Reseller 3G Data
Agreement.  The Inter Service Area 3G
Data Fee and the Reseller Customer 3G Data Fee will be based on an appropriate
discount from the Sprint PCS Retail
Yield for 3G Data Usage for the previous calendar year to be negotiated
before December 31, 2006.  Each
subsequent fee period will last three  years with, for example, the second pricing period
beginning on January 1, 2007 and ending on December 31, 2009.


 


The
process for resetting the fees is as follows:


 


(i)                                     Sprint
PCS will give Manager a proposal for the appropriate discount from the Sprint
PCS Retail Yield for 3G Data Usage by March 31 of the final year of the then
current pricing period.  Manager’s
representative and the Sprint PCS representative will begin discussions
regarding the proposed schedule of fees within 20 days after Manager receives
the proposed schedule of fees from Sprint PCS.


 


(ii)                                  Manager
may escalate the discussion to the Chief Financial Officer of Sprint PCS or
Sprint PCS may escalate the discussion to Manager’s Chief Executive Officer or
Chief


 


28

















 


Financial Officer if the
parties do not agree on a new schedule of fees within 30 days after the
discussions begin.


 


(iii)                               If
the parties cannot agree on a new schedule of fees within 20 days after a party
escalates the discussion, then Manager may either agree to the fees set forth
in the Inter Service Area 3G Data Fee and Reseller Customer 3G Data Fee
proposal or submit the determination of the Inter Service Area 3G Data Fee and
Reseller Customer 3G Data Fee (other than the matters set forth in the Qwest
Reseller 3G Data Agreement) to binding arbitration based on a market-rate
determination of an appropriate Inter Service Area 3G Data Fee and Reseller
Customer 3G Data Fee in accordance with section 14.2, excluding the escalation
process set forth in section 14.1.


 


(iv)                              If
Manager submits the matter to arbitration the fees that Sprint PCS proposed
will apply starting after December 31 of the first year of the appropriate
period as described in section 10.4.1.4 and will continue in effect unless
modified by the final decision of the arbitrator.  If the arbitrator imposes a fee different than the ones in effect
the new fees will be applied as if in effect after December 31 of the first
year of the appropriate period as described in section 10.4.1.4 and if on
application of the new fees one party owes the other party any amount after
taking into account payments the parties have already made then the owing party
will pay the other party within 30 days of the date of the final arbitration
order.


 


10.4.1.4                                     Rate
Changes – Effective Date.  All
rate changes related to Inter Service Area Fees and Reseller Customer Fees will
be applied to all activity in a bill cycle regardless of when the activity
occurred, if the bill cycle ends after the effective date of the rate change.


 


10.4.1.5                                     Long
Distance.    The long distance
rates associated with the Inter Service Area and Reseller Customer usage will
be equal to the actual wholesale transport and terminating costs associated
with the originating and terminating locations.  The rates are then applied to cumulative usage at a BID level for
settlement purposes.


 


10.4.2              Interconnect
Fees.  Manager will pay to
Sprint PCS (or to other carriers as appropriate) monthly the interconnect fees,
if any, as provided under section 1.4.


 


10.4.3              Terminating
and Originating Access Fee. 
Sprint PCS will pay Manager 92% of any terminating or originating access
fees Sprint PCS collects from an IXC that are not subject to refund or dispute
(but it will not be Billed Revenue).  For purposes of clarification, Sprint
Corporation’s Related


 


29

















 


Parties
are obligated to pay terminating access to Sprint PCS only if MCI and AT&T
pay terminating or originating access to Sprint PCS.  At the Effective Date of Addendum VIII, neither MCI nor
AT&T pays terminating access to Sprint PCS.  The ability of wireless carriers to collect access fees is
currently subject to legal challenge. The parties acknowledge that Sprint PCS
has limited ability to require IXCs to pay access fees.


 


10.4.4              Reimbursements
for Mistaken Payments.  If one
party mistakenly pays an amount that the other party is obligated to pay then
the other party will reimburse the paying party, if the paying party identifies
the mistake and notifies the receiving party within 9 calendar months after the
date on which the paying party makes the mistaken payment.


 


10.5                        Taxes
and Payments to the Government. 
Manager will pay or reimburse Sprint PCS for any sales, use, gross
receipts or similar tax, administrative fee, telecommunications fee or
surcharge for taxes or fees that a governmental authority levies on the fees
and charges payable by Sprint PCS to Manager.


 


Manager
will report all taxable property to the appropriate taxing authority for ad
valorem tax purposes.  Manager will pay
as and when due all taxes, assessments, liens, encumbrances, levies and other
charges against the real estate and personal property that Manager owns or uses
in fulfilling its obligations under this agreement.


 


Manager
is responsible for paying all sales, use or similar taxes on the purchase and
use of its equipment, advertising and other goods or services in connection
with this agreement.


 


Sprint
PCS will be solely responsible for remitting to government agencies or their
designees any and all fees or other amounts owed as a result of the services
provided to the Customers under the Management Agreement.  As a consequence of this responsibility,
Sprint PCS is entitled to 100% of any amounts that Manager, Sprint PCS or their
Related Parties receives from Customers (including Customers whose NPA-NXX is
assigned to the Service Area) relating to these fees or other amounts.


 


10.6                        Universal
Service Funds.


 


10.6.1            Paid
by Government.   Manager is entitled to 100% of any federal
and state subsidy funds (the “Subsidy Funds”), including Universal
Service Funds, that Manager or Sprint PCS receives from government
disbursements based on customers with mailing addresses located in the Service
Area and with NPA-NXXs assigned to the Service Area, or such other method then
in effect under the rules of the FCC, Universal Service Administrative Company
or other federal or state administrator. 
For purposes of clarity, Universal Service Funds provide support
payments to Eligible


 


30

















 


Telecommunications
Carriers (“ETC”)
serving in high cost areas or providing services to low income
individuals.  Sprint PCS will file on
behalf of itself or Manager appropriate ETC documentation in those
jurisdictions in which Sprint PCS determines to make the filing.


 


If
Manager asks Sprint PCS to make a filing in a jurisdiction and Sprint PCS
reasonably determines not to make the filing because making the filing is
detrimental to Sprint’s best interests, then Sprint does not have to make the
filing.  If Manager disagrees with the
reasonableness of Sprint PCS’ determination not to make the filing, then the
parties will submit to binding arbitration in accordance with section 14.2,
excluding the escalation process set forth in section 14.1.


 


If the
process set forth in the previous paragraph results in Sprint PCS making a
filing, Manager will pay all of Sprint PCS’ reasonable out-of-pocket costs
associated with the filing and any compliance obligations that arise from the
filing or that are imposed by the jurisdiction in which the filing is made
(e.g. filing fees, legal fees, expert witness retention, universal lifeline
service, enhancing customer care quality, and including, without limitation,
network upgrades).  Sprint PCS will
remit to Manager 50% of any Subsidy Funds that Sprint PCS receives from filings
Sprint PCS is required to make under the preceding paragraph that are not
payable to Manager under the first paragraph of this section 10.6.1, until the
aggregate amount of the payments to Manager under this sentence equal 50% of
the amount Manager has paid Sprint PCS under the preceding sentence.


 


All
Subsidy Funds received must be used to support the provision, maintenance and
upgrading of facilities and services for which the funds are intended.  Sprint PCS will attempt to recover from the
appropriate governmental authority Subsidy Funds and will remit the appropriate
recoveries to Manager.


 


10.6.2              Paid
by Customers.  Sprint PCS will
be solely responsible for remitting to government agencies or their designees,
including but not limited to the Universal Service Administrative Company,
all universal service fees.   As a
consequence of this responsibility, Sprint PCS is entitled to 100% of any
amounts that Manager, Sprint PCS or their Related Parties receives from
Customers (including Customers whose NPA-NXX is assigned to the Service Area)
relating to the Universal Service Funds.


 


10.7                        Equipment
Replacement Program.  Sprint PCS is
entitled to 100% of the amounts that Customers pay for participating in any
equipment replacement program billed on their Sprint PCS bills. 
Manager will not be responsible for or in any way billed
for any costs or expenses that Sprint PCS or any Sprint PCS Related Party
incurs in connection with any such equipment replacement program.


 


10.8                        Customer
Equipment.  Sprint PCS is entitled
to 100% of the amounts that Customers pay for subscriber equipment and
accessories sold or


 


31

















 


leased by Sprint PCS, and
Manager is entitled to 100% of the amounts that Customers pay for subscriber
equipment and accessories that Manager sold or leased, subject to the equipment
settlement process in section 4.1.2.


 


10.9                        Phase
I  E911.  Sprint PCS is entitled to collect
100% of the E911 Phase I Surcharges (e.g., for equipment other than handsets,
such as platforms and networks).  Sprint
PCS will attempt to recover from the appropriate governmental authority Phase I
E911 reimbursements and will remit the appropriate amounts to Manager.


 


10.10                 Manager
Deposits into Retail Bank Accounts.  Each
Business Day, Manager will deposit into bank accounts and authorize Sprint PCS
or a Related Party that Sprint PCS designates to sweep from such accounts the
amounts collected from Customers on behalf of Sprint PCS and its Related
Parties for Sprint PCS Products and Services. 
Manager will allow the funds deposited in the bank accounts to be
transferred daily to other accounts that Sprint PCS designates.  Manager will also provide the daily reports
of the amounts collected that Sprint PCS requires.  Manager will not make any changes to the authorizations and
designations Sprint PCS designates for the bank accounts without Sprint PCS’
prior written consent.


 


10.11                 Monthly
Statements.


 


10.11.1       Section
10.2 Statement.  Each month
Sprint PCS will determine the amount payable to or due from Manager for a
Billed Month under section 10.2.  Sprint
PCS will deliver a monthly statement to Manager that reports the amount due to
Manager, the manner in which the amount was calculated, the amount due to
Sprint PCS and its Related Parties under this agreement and the Services
Agreement, and the net amount payable to or due from Manager.


 


10.11.2       Other
Statements.  Sprint PCS will
deliver a monthly statement to Manager that reports amounts due to Manager or
from Manager, other than amounts described in section 10.12.1, the manner in
which the amounts were calculated, the amount due to Manager or to Sprint PCS
and its Related Parties under this agreement and the Services Agreement, and
the net amount payable to Manager.


 


10.11.3       Third
Party Charges.  Sprint PCS will
include any third party charges on Manager’s statements within three calendar
months after the end of the calendar month during which Sprint PCS receives the
third party charge.  Sprint PCS’ failure
to include these charges on Manager’s statements within the three calendar
month-period will mean that Sprint PCS cannot collect those third party charges
from Manager.


 


10.12                 Payments.


 


10.12.1       Weekly
Payments.  Sprint PCS will pay
the amount payable to Manager for a Billed Month under section 10.2 in equal
weekly


 


32

















 


payments on consecutive
Thursdays beginning the second Thursday of the calendar month following the
Billed Month and ending on the first Thursday of the second calendar month after
the Billed Month.  If Sprint PCS is
unable to determine the amount due to Manager in time to make the weekly
payment on the second Thursday of a calendar month, then Sprint PCS will pay
Manager for that week the same weekly amount it paid Manager for the previous
week.  Sprint PCS will true-up any
difference between the actual amount due for the first weekly payment of the
Billed Month and amounts paid for any estimated weekly payments after Sprint
PCS determines what the weekly payment is for that month. Sprint PCS will use
reasonable efforts to true-up within 10 Business Days after the date on which
Sprint PCS made the estimated weekly payment.


 


10.12.2       Monthly
Payments.    The amounts payable
to Manager and Sprint PCS and its Related Parties under this agreement and the
Services Agreement, other than the payments described in section 10.12.1, will
be determined, billed and paid monthly in accordance with section 10.12.3.


 


10.12.3       Transition
of Payment Methods.   (a)  Sprint PCS and Manager wish to conduct an
orderly transition from making weekly payments to Manager based on Collected
Revenues to weekly payments based on Billed Revenue.  The method of calculating the weekly payments will change on the
first day of the calendar month after the Effective Date of Addendum VIII (the “Transition
Date”).  The weekly amounts
paid to Manager during the calendar month before the Transition Date and on the
first Thursday after the Transition Date will be based on the Collected
Revenues method.  The weekly amounts paid
to Manager beginning on the second Thursday of the second calendar month after
the Transition Date will be based on the Billed Revenue method described in
this section 10.  To effect an orderly
transition, Sprint PCS will pay Manager for the period beginning on the second
Thursday after the Transition Date and ending on the first Thursday of the
calendar month after the Transition Date an amount calculated as described
below in section 10.12.3(b).


 


(b)  Sprint PCS will apply the estimated
collection percentages that Sprint PCS uses before the Transition Date to the
gross accounts receivable aging categories for Customers with an NPA-NXX
assigned to the Service Area as of the close of business on the day before the
Transition Date to calculate the amount Sprint PCS anticipates collecting on
those accounts receivable.  Sprint PCS
will pay Manager the amount estimated to be collected in equal weekly payments
on consecutive Thursdays beginning the second Thursday after the Transition
Date and ending the first Thursday of the calendar month after the Transition
Date.  Sprint PCS will also pay to
Manager no later than the second Thursday after the Transition Date any
Collected Revenues received after the Saturday before the Transition Date and
before the Transition Date.


 


(c)  Sprint PCS will recalculate the estimated
collection percentages and apply the recalculated estimated collection
percentages to the gross accounts receivable aging categories described in the
first sentence of


 


33

















 


section 10.12.3(b) when
all applicable data is available. 
Sprint PCS will increase or decrease a weekly payment by the amount of
the difference between the amount paid to Manager based on the initial
estimated collection percentages and the amount that would have been paid to
Manager using the newer estimated collection percentages.


 


10.13                 Dispute
or Correction of Statement Amount. 
A party can only dispute or correct an amount on a statement in good
faith.  If a party disputes or corrects
an amount on a statement, the disputing or correcting party must give the other
party written notice of the specific item disputed or corrected, the disputed
or corrected amount with respect to that item and the reason for the dispute or
correction within three calendar months after the end of the calendar month
during which the disputed or erroneous statement was delivered.


 


Any
dispute regarding a statement will be submitted for resolution under the
dispute resolution process in section 14. 
The parties must continue to pay to the other party all amounts, except
disputed amounts (subject to the next paragraph), owed under this agreement and
the Services Agreement during the dispute resolution process.  If the aggregate disputed amount, combined
with any aggregate disputed amount under section 10.14, exceeds $1,000,000, and
upon the written request of the other party, the party disputing the amount
(the “Disputing Party”) will
deposit the portion of the disputed amount in excess of $1,000,000 into an
escrow account that will be governed by an escrow agreement in a form to be
mutually agreed upon by the parties. 
The Disputing Party will deposit the amount into the escrow account
within 10 Business Days after its receipt of the written request from the other
party in accordance with the foregoing. 
If the Disputing Party complies with the requirements of this paragraph,
then the other party or its Related Parties may not declare the Disputing Party
in breach of this agreement or the Services Agreement because of nonpayment of
the disputed amount, pending completion of the dispute resolution process.


 


The
escrow agent will be an unrelated third party that is in the business of
serving as an escrow agent for or on behalf of financial institutions.  The parties will share evenly the escrow
agent’s fees.  The escrow agent will
invest and reinvest the escrowed funds in interest-bearing money market
accounts or as the parties otherwise agree. 
The escrow agent will disburse the escrowed funds in the following manner
based on the determination made in the dispute resolution process:


 


(a)                                  If
the Disputing Party does not owe any of the disputed amounts, then the escrow
agent will return all of the escrowed funds to the Disputing Party with the
interest earned on the escrowed funds.


 


(b)                                 If
the Disputing Party owes all of the disputed amounts, then the escrow agent
will disburse all of the escrowed funds with the interest earned on the
escrowed funds to the non-disputing party.


 


34

















 


If the interest earned is
less than the amount owed based on the Default Rate, then the Disputing Party
will pay the non-disputing party the difference between those amounts.


 


(c)                                  If
the Disputing Party owes a portion of the disputed amounts, then the escrow
agent will disburse to the non-disputing party the amount owed with interest at
the Default Rate from the escrowed funds and disburse the balance of the
escrowed funds to the Disputing Party. 
The Disputing Party will pay the non-disputing party the amount owed for
interest at the Default Rate if the amount of the escrowed funds is
insufficient.


 


Manager
and Sprint PCS will take all reasonable actions necessary to allow the
Disputing Party to continue to reflect the amounts deposited into the escrow
account by the Disputing Party as assets in the Disputing Party’s financial
statements.


 


The
parties will use the dispute resolution process under section 14.2 of this
agreement, excluding the escalation process set forth in section 14.1, if they
cannot agree on the form of escrow agreement.


 


The
parties agree that, despite this section 10.13, Manager will pay all disputed
amounts due to Sprint PCS or any Related Party for fees for CCPU Services and
CPGA Services payable under the Services Agreement for periods ending on or
before December 31, 2006, subject to any other rights and remedies that Manager
has under this agreement and the Services Agreement.


 


The
dispute of an item in a statement does not stay or diminish a party’s other
rights and remedies under this agreement, except that a party must complete the
dispute resolution process in section 14 before taking any legal or equitable
action against the other party.


 


10.14                 Dispute
or Correction of a Third Party Invoice Amount.  Sprint PCS will include the applicable portion of any amount
based on a third party invoice in a statement to Manager within three calendar
months after Sprint PCS’ receipt of the third party invoice.  Sprint PCS’ failure to include the amount in
a statement to Manager within the three calendar month-period will mean that
the third party charges will not be collectible from Manager.


 


A
party can dispute or correct an amount based on a third party invoice only in
good faith.  Modified invoices received
by Sprint PCS from a third party vendor and then sent by Sprint PCS to Manager
will be treated as a new statement for purposes of this section, so long as the
modified statement was revised in good faith and not simply to provide Sprint
PCS additional time to resubmit a previous invoice.


 


If a
party disputes or corrects an amount on a third party invoice or the amount
Sprint PCS attributed to Manager, the disputing party must give the other


 


35

















 


party written notice of
the specific item disputed or corrected, the disputed or corrected amount with
respect to that item and the reason for the dispute or correction within three
calendar months after the end of the calendar month during which the disputed
or erroneous statement was delivered. 
Sprint PCS and Manager will cooperate with each other to obtain the
information needed to determine if the amounts billed by the third party and
allocated to Manager were correct.


 


Any
dispute regarding the amount of the third party invoice Sprint PCS attributed
to Manager will be submitted for resolution under the dispute resolution
process in section 14.  Manager
must continue to pay to Sprint PCS all amounts, except disputed amounts, owed
under this agreement and the Services Agreement during the information
gathering and dispute resolution process. 
If the aggregate disputed amount, combined with any aggregate disputed
amount under section 10.13, exceeds $1,000,000, and upon the written request of
Sprint PCS, Manager will deposit the portion of the disputed amount in excess
of $1,000,000 into an escrow account that will be governed by an escrow
agreement containing terms similar to the general terms described in section
10.13 and in a form to be mutually agreed upon by the parties.  Manager will deposit the amount into the
escrow account within 10 Business Days after its receipt of the written request
from Sprint PCS in accordance with the foregoing.  If Manager complies with the requirements of this paragraph, then
none of Sprint PCS or its Related Parties may declare Manager in breach of this
agreement or the Services Agreement because of nonpayment of the disputed
amount, pending completion of the dispute resolution process.


 


The
dispute of an item in a statement does not stay or diminish a party’s other
rights and remedies under this agreement, except that the parties must complete
the dispute resolution process in section 14 before taking any legal or
equitable action against each other.


 


10.15                 Late
Payments.  Any amount due under this
agreement or the Services Agreement without a specified due date will be due 20
days after Manager receives an invoice. 
Any amount due under this agreement and the Services Agreement
(including without limitation any amounts disputed under those agreements that
are ultimately determined to be due) that is not paid by one party to the other
party in accordance with the terms of the applicable agreement will bear
interest at the Default Rate beginning (and including) the 5th day after the
invoice or settlement due date until (and including) the date paid.


 


10.16                 Setoff
Right If Failure To Pay Amounts Due.  If Manager fails to pay any undisputed amount due Sprint PCS or a
Related Party of Sprint PCS under this agreement, any undisputed amount due
Sprint PCS or a Related Party of Sprint PCS under the Services Agreement or any
other agreement with Sprint PCS or a Related Party of Sprint PCS, or any
disputed amount due to Sprint PCS or a Related Party for fees for CCPU Services
or CPGA Services payable under the Services Agreement, then 5 days after the
payment due date Sprint PCS may setoff against its payments to Manager under


 


36

















 


this section 10 any such
undisputed amount that Manager owes to Sprint PCS or a Related Party of Sprint
PCS. This right of setoff is in addition to any other right that Sprint PCS or
a Related Party of Sprint PCS might have under this agreement, the Services
Agreement or any other agreements with Sprint PCS or a Related Party of Sprint
PCS.


 


20.                               Financing
Consideration [Addm I, §7]. 
Section 11.3.6 is amended and restated in its entirety to read as
follows:


 


11.3.6  Financing Considerations.  At the election of Sprint PCS or Manager
this agreement may be terminated upon the failure of Manager to obtain the
financing described in Exhibit 1.7 by the deadline(s) set forth on such
Exhibits.


 


21.                               Termination
Rights [NEW].  Section 11.3.7 is
deleted, and all references in the agreement to section 11.3.7 are also
deleted.


 


22.                               Effect
of an Event of Termination [Addm I, §8].  The new subsection 11.4(a)(iii) is added to the Management
Agreement:


 


(iii)                               in
the case of an Event of Termination under section 11.3.6, give the other party
written notice that the agreement is terminated effective as of the date of the
notice, in which case all rights and obligations of each party under this
agreement will immediately cease and neither party will have any remedy or
claim for damages.


 


23.                               Non-termination
of Agreement [Addm II, §13]. 
Sections 11.5.3 and 11.6.4 are replaced with the following paragraphs:


 


11.5.3 
Manager’s Action for Damages or Other Relief.  Manager, in accordance with the dispute
resolution process in section 14, may seek damages or other appropriate relief,
but such action does not terminate this agreement.


 


11.6.4 
Sprint PCS’ Action for Damages or Other Relief.  Sprint PCS, in accordance with the dispute
resolution process in section 14, may seek damages or other appropriate relief,
but such action does not terminate this agreement.


 


24.                               Audit [NEW].  Section 12.1.2 is amended and restated
in its entirety to read as follows:


 


12.1.2              Audits.  On reasonable advance notice by one party,
the other party must provide its independent or internal auditors access to its
appropriate financial and operating records, including, without limitation,
vendor and distribution agreements, for purposes of auditing the amount of fees
(including the appropriateness of items excluded from the Fee Based on Billed
Revenue), costs, expenses (including operating metrics referred to in this
agreement and the Services Agreement relating to or used in the determination
of Inter Service Area


 


37

















 


Fees, Reseller Customer
Fees, CCPU Services or CPGA Services) or other charges payable in connection
with the Service Area for the period audited. 
The party that requested the audit may decide if the audit is conducted
by the other party’s independent or internal auditors.  Manager and Sprint PCS may each request no
more than one audit per year.


 


(a)                                  If
the audit shows that Sprint PCS was underpaid then, unless the amount is
contested, Manager will pay to Sprint PCS the amount of the underpayment within
10 Business Days after Sprint PCS gives Manager written notice of the
underpayment determination.


 


(b)                                 If
the audit determines that Sprint PCS was overpaid then, unless the amount is
contested, Sprint PCS will pay to Manager the amount of the overpayment within
10 Business Days after Manager gives Sprint PCS written notice of the
overpayment determination.


 


The
auditing party will pay all costs and expenses related to the audit unless the
amount owed to the audited party is reduced by more than 10% or the amount owed
by the audited party is increased by more than 10%, in which case the audited
party will pay the costs and expenses related to the audit.


 


Sprint
PCS will provide a report issued in conformity with Statement of Auditing
Standard No. 70 “Reports on the Processing of Transactions by Service
Organizations” (“Type II Report” or “Manager Management Report”) to Manager
annually.  If Manager, on the advice of
its independent auditors or its legal counsel, determines that a statute,
regulation, rule, judicial decision or interpretation, or audit or accounting
rule, policy or literature published by the accounting or auditing profession
or other authoritative rule making body (such as the Securities and Exchange
Commission, the Public Company Accounting Oversight Board or the Financial
Accounting Standards Board) requires additional assurances beyond SAS 70, then
Sprint PCS will cooperate with Manager to provide the additional
assurances.  Sprint PCS’ independent
auditors will prepare any Type II Report or Manager Management Report provided
under this section 12.1.2 and will provide an opinion on the controls placed in
operation and tests of operating effectiveness of those controls in effect at
Sprint PCS over Manager Management Processes. 
“Manager Management Processes” include those services generally provided
within this agreement, primarily billing and collection of revenues.


 


25.                               Notices
[Addm IV, §5; revised by this Addendum]. 
Section 17.1 is amended and restated in its entirety to read as follows:


 


17.1                        Notices.  (a) 
Any notice, payment, invoice, demand or communication required or permitted
to be given by any provision of this agreement must be in writing and mailed
(certified or registered mail, postage prepaid, return receipt requested), sent
by hand or overnight courier, charges prepaid or sent by facsimile or email (in
either instance with acknowledgement or


 


38

















 


read receipt received),
and addressed as described below, or to any other address or number as the
person or entity may from time to time specify by written notice to the other
parties.  Sprint PCS may give notice of
changes to a Program Requirement by sending an email that directs Manager to
the changed Program Requirement on the affiliate intranet website.


 


The subject line of any email notice that
purports to amend any Program Requirement must read “Program Requirement
Change” and the first paragraph must indicate (i) which Program Requirement is
being modified, (ii) what is being modified in the Program Requirement, and
(iii) when the Program Requirement will take effect.  The email must also include either a detailed summary of the
Program Requirement change or a redline comparison between the old Program
Requirement and the new Program Requirement.


 


Any
notice, demand or communication intended to be notice of a breach of an
agreement or notice of an Event of Termination must:


 


(A)                              clearly
indicate that intent,


 


(B)                                state
the section(s) of the agreements allegedly breached, and


 


(C)                                be
mailed or sent by overnight courier in the manner described in the first
paragraph in this section 17.1.


 


Manager
will promptly give Sprint PCS a copy of any notice Manager receives from the
Administrative Agent or any Lender, and a copy of any notice Manager gives to
the Administrative Agent or any Lender. 
Sprint PCS will promptly give Manager a copy of any notice that Sprint
PCS receives from the Administrative Agent or any Lender and a copy of any
notice that Sprint PCS gives to the Administrative Agent or any Lender.


 


All notices and other communications
given to a party in accordance with the provisions of this agreement will be
deemed to have been given when received.


 


(b)  The parties’ notice addresses are as
follows:


 


For all entities
comprising Sprint PCS:


 


Sprint PCS


KSOPHJ0212-2A101


6130 Sprint Parkway


Overland Park, KS  66251


Telephone: 913-762-7929


Telecopier:  913-523-0539


Email:               dbotto01@sprintspectrum.com


 


39

















 


Attention: Vice President
- Finance


 


with a copy to:


 


Sprint Law Department


KSOPHT0101-Z2020


6391 Sprint Parkway


Overland Park, KS  66251


Telephone:  913-315-9315


Telecopier:  913-523-9823


Email:
john.w.chapman@mail.sprint.com


Attention: John Chapman


 


For Manager:


 


UbiquiTel Operating
Company


One West Elm Street


Suite 400


Conshohocken, PA  19428


Telephone: 610-832-3311


Telecopier: 610-832-3401


Email:
dharris@ubiquitelpcs.com


Attention: Donald A.
Harris, President & Chief Executive Officer


 


and


 


UbiquiTel Operating
Company


One West Elm Street


Suite 400


Conshohocken, PA  19428


Telephone: 610-832-3390


Telecopier: 610-832-3401


Email:
drussell@ubiquitelpcs.com


Attention: Dean E.
Russell, Chief Operating Officer


 


and


 


UbiquiTel Operating
Company


One West Elm Street


Suite 400


Conshohocken, PA  19428


Telephone: 610-832-3392


Telecopier: 610-832-3401


Email:
jvolk@ubiquitelpcs.com


Attention: James J. Volk,
Chief Financial Officer


 


40

















 


with a copy to:


 


UbiquiTel Operating
Company


One West Elm Street


Suite 400


Conshohocken, PA  19428


Telephone: 610-832-3394


Telecopier: 610-832-1076


Email: pknese@ubiquitelpcs.com


Attention: Patricia E.
Knese, Vice President & General Counsel


 


and


 


UbiquiTel Operating
Company


One West Elm Street


Suite 400


Conshohocken, PA  19428


Telephone: 610-832-3354


Telecopier: 610-832-3401


Email:
kjones@ubiquitelpcs.com


Attention: Kenneth T.
Jones, Vice President & Controller


 


and with copies to the
following individuals’ email addresses if a notice of a Program Requirement
Change is sent by email:


 


David L. Zylka, Vice President-Engineering


Email:
dzylka@ubiquitelpcs.com


 


26.                               Force
Majeure [NEW].  The second
paragraph of section 17.9.3 is amended and restated in its entirety to read as
follows:


 


Neither Manager nor Sprint PCS, as the case may be, is in breach of any
covenant in this agreement, and no Event of Termination will occur as a result
of the failure of such party to comply with any covenant, if the party’s
non-compliance with the covenant results primarily from:


 


(i)                                     any
FCC order or any other injunction that any governmental authority issues that
impedes the party’s ability to comply with the covenant,


 


(ii)                                  the
failure of any governmental authority to grant any consent, approval, waiver or
authorization or any delay on the part of any governmental authority in
granting any consent, approval, waiver or authorization,


 


(iii)                               the
failure of any vendor to deliver in a timely manner any equipment or service,
or


 


41

















 


(iv)                              any
act of God, act of war or insurrection, riot, fire, accident, explosion, labor
unrest, strike, civil unrest, work stoppage, condemnation or any similar cause
or event not reasonably within the control of the party.


 


27.                               Announced
Transactions [Addm II, §14]. 
Section 17.24 is deleted.


 


28.                               Additional
Terms and Provisions [Addm II, §15; revised by this Addendum].  Section 17.25 is replaced with the following
paragraph:


 


17.25 Additional Terms and
Provisions.  Certain
additional and supplemental terms and provisions of this agreement, if any, are
set forth in the Addendum to Sprint PCS Management Agreement, which is
incorporated into this agreement by this reference.  Manager represents and warrants that all existing contracts and
arrangements (written or verbal) that relate to or affect the rights of Sprint
PCS or any of its Related Parties under this agreement (e.g., agreements relating to
long-distance telephony services (section 3.4)) are listed on Exhibit 17.25,
and Manager agrees to deliver photocopies of such agreements to Sprint PCS upon
request to the extent permissible by the terms of the agreement.


 


29.                               Federal
Contractor Compliance [Addm II, §16]. 
A new section 17.28, the text of which is attached as Exhibit B
to Addendum II, is added and incorporated by this reference.


 


30.                               Year
2000 Compliance [Addm II, §17]. 
A new section 17.29 is added to the Management Agreement:


 


17.29                 Year
2000 Compliance.  Sprint PCS and
Manager each separately represents and warrants that any system or equipment
acquired, operated or designated by it for use in the Service Area Network or
for use to support the Service Area Network, including (without limitation)
billing, ordering and customer service systems, will be capable of correctly
processing and receiving date data, as well as properly exchanging date data
with all products (for example, hardware, software and firmware) with which the
Service Area Network is designed to be used, and will not malfunction or fail
to function due to an inability to process correctly date data in conformance
with Sprint PCS requirements for “Year 2000 Compliance.”  If the Service Area Network or any system
used to support the Service Area Network fails to operate as warranted due to
defects or failures in any system or equipment selected by Manager (including
systems or equipment of third party vendors and subcontractors selected by
Manager rather than by Sprint PCS) Manager will, at its own expense, make the
repairs, replacements or upgrades necessary to correct the failure and provide
a Year 2000 Compliant Service Area Network. 
If the Service Area Network or any system used to support the Service
Area Network fails to operate as warranted due to defects or failures in any
systems or equipment selected by Sprint PCS (including systems or equipment of
third party vendors and subcontractors that Sprint PCS selects and requires
Manager to use), Sprint PCS will, at its own expense, make


 


42

















 


the repairs, replacements
or upgrades necessary to correct the failure and provide a Year 2000 Compliant
Service Area Network.


 


“Year 2000
Compliance” means the functions, calculations, and other computing
processes of the Service Area Network (collectively “Processes”) that perform and
otherwise process, date-arithmetic, display, print or pass date/time data in a
consistent manner, regardless of the date in time on which the Processes are
actually performed or the dates used in such data or the nature of the
date/time data input, whether before, during or after January 1, 2000 and
whether or not the date/time data is affected by leap years.  To the extent any part of the Service Area
Network is intended to be used in combination with other software, hardware or
firmware, it will properly exchange date/time data with such software, hardware
or firmware.  The Service Area Network
will accept and respond to two-digit year-date input, correcting or
supplementing as necessary, and store, print, display or pass date/time data in
a manner that is unambiguous as to century. 
No date/time data will cause any part of the Service Area Network to
perform an abnormally ending routine or function within the Processes or
generate incorrect final values or invalid results.


 


Services Agreement


 


31.                               Non-exclusive
Service [NEW].  Section 1.3 of
the Services Agreement is amended and restated in its entirety to read as
follows:


 


1.3                               Non-Exclusive Services.  Nothing contained in this agreement confers
upon Manager an exclusive right to any of the Services.  Sprint Spectrum may contract with others to
provide expertise and services identical or similar to those to be made
available or provided to Manager under this agreement.


 


32.                               Changes
to Article 2 [NEW].  Article 2
of the Services Agreement is amended and restated in its entirety to read as
follows:


 


2.                                      SERVICES


 


2.1                               Services.


 


2.1.1                     Services.  Subject to the terms of this agreement, through
December 31, 2006, Manager will obtain the services set forth on Schedule
2.1.1 attached to this agreement (“Services”)
from Sprint Spectrum in accordance with this section 2.1, and Sprint Spectrum
will provide all or none of the Services.   
For purposes of clarification, as of the Effective Date of Addendum VIII
through December 31, 2006, Sprint Spectrum is providing all of the Services to
Manager and Sprint Spectrum will not provide individual Services.


 


The
fees charged for the Services and the process for setting the fees charged for
the Services are set forth in section 3.2. 
Sprint Spectrum may designate additional Services upon at least 60 days’
prior written notice to


 


43

















 


Manager by providing an
amended Schedule 2.1.1 to Manager in accordance with the provisions of
section 9.1.


 


Without
Manager’s prior written consent, neither Sprint Spectrum nor any of its Related
Parties will require Manager to pay for:


 


(A)                              any
of those additional CCPU Services or CPGA Services to the extent that they are
the same as or functionally equivalent to any service or benefit that Manager
currently receives from Sprint Spectrum or its Related Parties or Sprint PCS or
its Related Parties but for which Manager does not pay a separate fee
immediately after the Effective Date, or


 


(B)                                any
other additional CCPU Services or CPGA Services through December 31, 2006.
After that date the fee for those other additional Services will be included in
the fees based on Sprint PCS CCPU and Sprint PCS CPGA as set forth in section
3.2.


 


2.1.2                     Discontinuance
of Services.    If Sprint
Spectrum determines to no longer offer a Service, then Sprint Spectrum must


 


(i)                                     notify
Manager in writing a reasonable time before discontinuing the Service, except
Sprint will notify Manager at least 9 months before Sprint plans to discontinue
a significant Service (e.g., billing, collection and customer
care).


 


(ii)                                  discontinue
the Service to all Other Managers.


 


If Manager determines
within 90 days after receipt of notice of discontinuance that it wants to
continue to receive the Service, Sprint Spectrum will use commercially
reasonable efforts to:


 


(a)                                  help
Manager provide the Service itself or find another vendor to provide the
Service, and


 


(b)                                 facilitate
Manager’s transition to the new Service provider.


 


The
fees charged by Sprint Spectrum for the CCPU Services and CPGA Services will be
reduced by any fees payable by Manager to a vendor or new Service provider in
respect of discontinued CCPU Services and CPGA Services, if (x) Sprint Spectrum
procures such CCPU Services or CPGA Services from a vendor or a new Service
provider and bills those items as Settled-Separately Manager Expenses (as
defined in subsection 3.2.5 of this agreement), or (y) Manager procures such
CCPU Services or CPGA Services from a vendor or a new provider of Services, or
(z) Manager self-provisions the Service. 
No adjustment to the fees will be made if Sprint Spectrum discontinues a
CCPU Service or CPGA Service and Sprint Spectrum does not provide the CCPU
Service or CPGA Service to end users.


 


44

















 


2.1.3                     Performance
of Services.  Sprint Spectrum
may select the method, location and means of providing the Services.  If Sprint Spectrum wishes to use Manager’s
facilities to provide the Services, Sprint Spectrum must obtain Manager’s prior
written consent.


 


2.2                               Third
Party Vendors.  Some of the Services
might be provided by third party vendors under arrangements between Sprint
Spectrum and the third party vendors. 
In some instances, Manager may receive Services from a third party
vendor under the same terms and conditions that Sprint Spectrum receives those
services.  In other instances, Manager
may receive Services under the terms and conditions set forth in an agreement
between Manager and the third party vendor.


 


33.                               Changes
to Article 3 [NEW].  (a)                Section 19 of
Addendum II is deleted.  Article 3 of
the Services Agreement is amended and restated in its entirety to read as
follows:


 


3.                                      FEES
FOR SERVICES


 


3.1                               Services.  Manager will pay Sprint Spectrum a fee
for the Services provided by or on behalf of Sprint Spectrum now or in the
future, subject to Section 2.1.1. 
Manager may not obtain these Services from other sources, except as
provided in this agreement.


 


If a
change to Sprint PCS’ accounting classifications for the CCPU Services or CPGA
Services materially changes the amount of the Sprint PCS CCPU or Sprint PCS
CPGA relative to the amount immediately before the change, then the rates outlined
in section 3 of the Services Agreement will be adjusted to reflect the change.


 


If the
accounting classification change has the effect of moving a Service from a CCPU
Service or CPGA Service to a Settled-Separately Manager Expense, the fees for
the CCPU Services or CPGA Services, as applicable, charged by Sprint Spectrum
will be reduced by the fees payable by Manager for the new Settled-Separately
Manager Expense.


 


3.2                               Fees
for Services.


 


3.2.1 
Initial Pricing Period.  The fees Manager will pay Sprint Spectrum for the CCPU Services
and CPGA Services provided to Manager by or on behalf of Sprint Spectrum each
month from the first day of the calendar month following the Effective Date of
Addendum VIII until December 31, 2006 (“Initial Pricing Period”), will be:


 


(a)  for the CCPU Services: $7.70 per subscriber
multiplied by the Number of Customers
in Manager’s Service Area, and


 


(b)  for the CPGA Services: an amount equal to:


 


45

















 


(i) the most recently publicly
reported Sprint PCS CPGA, multiplied by a percentage equal to the lesser of:


 


(A)  Manager’s current percentage of the most
recently publicly reported Sprint PCS CPGA, and


 


(B)  6.3% of the most recently publicly reported
Sprint PCS CPGA;


 


multiplied by


 


(ii) the Gross Customer Additions in Manager’s
Service Area.


 


The
fees will be paid as set forth in section 10 of the Management Agreement.


 


3.2.2 
Pricing Process. 
After the Initial Pricing Period, the fee for CCPU Services will become
a percentage of Sprint PCS CCPU and the fee for CPGA Services will be adjusted
to a new percentage of Sprint PCS CPGA. 
The parties will reset the CCPU and CPGA percentages to be applied in
each pricing period after the Initial Pricing Period ends.  Each subsequent pricing period will last
three years (if Manager continues to use Sprint Spectrum or a Related Party to
provide these Services) with, for example, the second pricing period beginning
on January 1, 2007 and ending on December 31, 2009.


 


The
process for resetting the percentages is as follows:


 


(a)  Sprint Spectrum will give Manager proposed
CCPU and CPGA percentages by  October 31 of the calendar year before the
calendar year in which the then current pricing period ends (e.g. if the
pricing period ends on December 31, 2006 then the percentages have to be
presented by October 31, 2005).  The
proposed percentages will be based on the amount necessary to recover Sprint
PCS’ reasonable costs for providing the CCPU Services and CPGA Services to
Manager and the Other Managers. 
Manager’s representative and the Sprint PCS representative will begin
discussions regarding the proposed CCPU and CPGA percentages within 20 days
after Manager receives the proposed CCPU and CPGA percentages from Sprint
Spectrum.


 


(b)  The fee Manager will pay Sprint Spectrum for
the CCPU Services provided to Manager by or on behalf of Sprint Spectrum each
month beginning on January 1, 2007 until December 31, 2008 under the pricing
process described in this section 3.2.2 will not exceed $8.50 per subscriber
multiplied by the Number of Customers in Manager’s Service Area.


 


(c)  If the parties do not agree on new CCPU and
CPGA percentages within 30 days after the discussions begin, then Manager may
escalate the discussion to the Sprint PCS Chief Financial Officer or Sprint
Spectrum may escalate the discussion to Manager’s Chief Executive Officer or


 


46

















 


Chief Financial Officer.


 


(d)  If the parties cannot agree on the new CCPU
and CPGA percentages through the escalation process within 20 days after the
escalation process begins, then Manager may either


 


(i)                                     submit
the determination of the CCPU and CPGA percentages to binding arbitration under
section 14.2 of this agreement, excluding the escalation process set forth in
section 14.1 and continue obtaining all of the CCPU Services and CPGA Services
from Sprint Spectrum at the CCPU and CPGA percentages the arbitrator
determines, or


 


(ii)                                  procure
from a vendor other than Sprint Spectrum or self-provision all of the Services.


 


By
December 1, 2006, the parties will agree on a service level agreement for
customer care services and collection services (“Customer-Related Services”)
that will apply to Customer-Related Services delivered by Sprint Spectrum
starting on January 1, 2007.  If the
parties cannot agree on a service level agreement by December 1, 2006, either
party may submit a proposed service level agreement to binding arbitration
under section 14.2 of the Management Agreement, excluding the escalation
process set forth in section 14.1.  If
the arbitration concludes after January 1, 2007 the service level agreement, as
agreed upon through the arbitration process, will be effective as of January 1,
2007.   The agreement will set forth 5 metrics for
Customer-Related Services and will provide that Sprint Spectrum will use
commercially reasonable efforts to meet the industry averages for those metrics
as in effect on December 1, 2006.  The 5
metrics are:


 


(a)          Service Grade Rate
defined as percentage of calls answered in 60 seconds or less after the
customer enters the call queue.


 


(b)         Average Hold Time defined
as average time a customer waits to talk to a customer service representative
once the customer enters the call queue.


 


(c)          Abandoned Call Rate
defined as the percentage of calls that disconnect prior to talking to a
customer service representative after the customer enters the call queue.


 


(d)         Net Write-Offs Rate
defined as monthly write-offs of accounts receivable, net of customer deposits,
divided by monthly subscriber revenue.


 


(e)          Past-Due Accounts
Receivable Aging Rates defined as percentage of accounts receivable greater
than 60 days from due date.


 


The
service level agreement will provide that Sprint Spectrum will give Manager a
quarterly report on the above metrics. 
Beginning in 2008,


 


47

















 


Manager will have the
right to opt out of Sprint Spectrum providing the Customer Related Services if
the average of the metrics reflected in the four quarterly reports for the
prior calendar year indicate that Sprint Spectrum is not in compliance with any
2 of the 5 metrics.  To exercise the
opt-out right, Manager must give its opt-out notice to Sprint Spectrum during
the first quarter of any calendar year that Manager has an opt-out right.   Upon receipt of an opt-out notice, Manager
and Sprint Spectrum will use commercially reasonable efforts to transition the
Customer-Related Services to Manager or a third party vendor within 9 months
after the opt-out notice date.  Upon the
parties’ completion of the transition, the parties will agree to an adjustment
to the CCPU Service Fee being charged by Sprint Spectrum to Manager.  If the parties cannot agree to an
adjustment, Manager has the right to submit the determination to binding
arbitration under section 14.2 of the Management Agreement, excluding the
escalation process set forth in section 14.1, and continue obtaining all the
CPGA Services and remaining CCPU services from Sprint Spectrum.  Manager will reimburse Sprint Spectrum for
transition and continuing operation costs in accordance with Section 3.2.4.


 


Manager’s
opt-out right described above is its sole remedy if Sprint Spectrum is not in
compliance with the metrics; Sprint Spectrum’s non-compliance with the metrics
does not constitute a breach of this agreement or any other agreement between
the parties.


 


Manager
has the right to propose to Sprint Spectrum that Manager self-provision or
procure from a vendor some, but not all, of the Services.  Sprint Spectrum will discuss the proposal
with Manager, but Manager can only self-provision or procure from a vendor some
of the Services if Sprint Spectrum agrees.


 


Manager
will begin paying Sprint Spectrum under the CCPU and CPGA percentages that
Sprint Spectrum presents for discussion at the beginning of the new pricing
period until the date on which the parties agree or until the arbitrator
determines the new CCPU and CPGA percentages, whichever occurs first.  Within 30 days after the percentages are
determined (either by agreement or by arbitration), Sprint PCS will recalculate
the fees from the beginning of the new pricing period and give notice to
Manager of what the fees are and the amount of any adjusting payments
required.  If Sprint PCS owes Manager a
refund of fees already paid, Sprint PCS may pay the amount to Manager or Sprint
PCS, in its sole discretion, may credit the amount of the refund against any
amounts Manager then owes to Sprint PCS. 
If Sprint PCS chooses to pay the refund, it will make the payment at the
time it sends the notice to Manager; If Sprint PCS chooses to credit the
refund, it will in the notice indicate the amounts owing to which the credit
will be applied.  If Manager owes Sprint
PCS additional fees Manager will pay those fees to Sprint PCS within 10 days
after receipt of the notice.


 


3.2.3 
Sprint Spectrum First Right of Refusal.  Manager must give Sprint Spectrum written
notice of Manager’s decision to procure the Services


 


48

















 


from a third party vendor
the Services at least 120 days before the end of the Initial Pricing Period or
any subsequent three-year pricing period and provide the third party vendor
terms to Sprint Spectrum.  Sprint
Spectrum will have 30 days from the date it receives the third party vendor’s
terms to decide if it will provide those Services to Manager under those terms.


 


Manager
must agree to receive the Services from Sprint Spectrum if Sprint Spectrum
gives notice to Manager that it will provide the Services to Manager on the
third party vendor terms.  If Sprint
Spectrum does not exercise its first right of refusal, Manager must sign the
agreement with the third party vendor on the same terms and conditions as
presented to Sprint Spectrum within 10 Business Days after Sprint Spectrum
notifies Manager of its decision not to exercise the first right of refusal or
the expiration of the 30-day period, whichever occurs first.  The procedure set forth in this section
3.2.3 will begin again if Manager does not sign the agreement with the third
party vendor as required in the preceding sentence.


 


3.2.4                     Transition
and Continuing Operating Costs. 
Sprint Spectrum will cooperate with Manager and work diligently and in
good faith to implement the transition to another service provider (including
Manager, if applicable), in a reasonably efficient and expeditious manner.


 


Manager
will pay for all reasonable out-of-pocket costs that Sprint Spectrum and its
Related Parties actually incur to (i) transfer any Service(s) provided to
Manager to a third party vendor or to enable Manager to self-provide any
Service(s), and (ii) operate and maintain systems, processes, licenses and
equipment to support those Services. 
Sprint Spectrum will bill Manager monthly for these costs.


 


3.2.5                     Settled-Separately
Manager Expenses.  Manager will
pay to or reimburse Sprint Spectrum for any amounts that Sprint Spectrum or its
Related Parties pays for Settled-Separately Manager Expenses.  “Settled-Separately  Manager Expenses” means those
items the parties choose to settle separately between themselves (e.g.
accessory margins, reciprocal retail store cost recovery) that are listed in
sections C and D of Schedule 2.1.1.


 


Sprint
Spectrum will give Manager at least 60 days’ prior written notice by providing
an amended Schedule 2.1.1 to Manager in accordance with the provisions
of section 9.1 of any additional Services added to sections C and D of Schedule
2.1.1, but no additional service may be added to the extent it is the same
as, or functionally equivalent to, either:


 


(a)                                  any
service that Sprint Spectrum or any of its Related Parties currently provides
to Manager as a CCPU Service or a CPGA Service (unless the fees payable by
Manager to Sprint Spectrum hereunder are correspondingly reduced) or


 


49

















 


(b)                                 any
service or benefit that Manager currently receives from Sprint Spectrum or its
Related Parties but for which Manager does not pay a separate fee before the
Effective Date.


 


For
each Settled-Separately Manager Expense, Sprint Spectrum will provide
sufficient detail to enable Manager to determine how the expense was
calculated, including the unit of measurement (e.g., per subscriber per
month or per call) and the record of the occurrences generating the expense (e.g.,
the number of calls attributable to the expense).  If an expense is not reasonably subject to occurrence level
detail, Sprint Spectrum will provide reasonable detail on the process used to
calculate the fee and the process must be reasonable.  A detail or process is reasonable if it is substantially in the
form as is customarily used in the wireless industry.  The Settled-Separately Manager Expenses will be paid as set forth
in section 10 of the Management Agreement. 
Sprint Spectrum and its Related Parties may arrange for Manager to pay
any of the Settled-Separately Manager Expenses directly to the vendor after
giving Manager reasonable notice.


 


Unless
Manager specifically agrees otherwise, any Settled-Separately Manager Expense
that Sprint Spectrum or any of its Related Parties is entitled to charge or
pass through to Manager under this agreement or the Management Agreement will
reflect solely out-of-pocket costs and expenses that Sprint Spectrum or its
Related Parties actually incur, will be usage-based or directly related to
revenue-generating products and services, and will not include any allocation
of Sprint PCS’ or its Related Parties’ internal costs or expenses (including,
but not limited to, allocations of general and administrative expenses or allocations
of employee compensation or related expenses). 
For clarity, Sprint Spectrum’s or its Related Parties’ out-of-pocket
costs for handset and accessory inventory consist of actual inventory invoice
costs less any volume incentive rebates and price protection credits that
Sprint Spectrum or its Related Parties receive from a vendor.


 


3.3                               Late
Payments.  Any payment due under
this section 3 that Manager fails to pay to Sprint Spectrum in accordance with
this agreement will bear interest at the Default Rate beginning (and including)
the 6th day after the due date stated on the invoice until (and including) the
date on which the payment is made.


 


3.4                               Taxes.  Manager will pay or reimburse Sprint
Spectrum for any sales, use, gross receipts or similar tax, administrative fee,
telecommunications fee or surcharge for taxes or fees that a governmental
authority levies on the fees and charges that Manager pays to Sprint Spectrum
or a Related Party.


 


34.                               Audit
[NEW].  Section 5.1.2 of the
Services Agreement is amended and restated in its entirety to read as follows:


 


50

















 


5.1.2                     Audits.  On reasonable advance notice by one party,
the other party must provide its independent or internal auditors access to its
appropriate financial and operating records, including, without limitation,
vendor and distribution agreements, for purposes of auditing the amount of fees
(including the appropriateness of items included in Settled-Separately Manager
Expenses), costs, expenses (including operating metrics referred to in this
agreement and the Services Agreement relating to or used in the determination
of Inter Service Area Fees, Reseller Customer Fees, CCPU Services or CPGA
Services) or other charges payable in connection with the Service Area for the
period audited.  The party that
requested the audit may decide if the audit is conducted by the other party’s
independent or internal auditors. 
Manager and Sprint Spectrum may each request no more than one audit per
year.


 


(a)                                  If
the audit shows that Sprint Spectrum was underpaid then, unless the amount is
contested, Manager will pay to Sprint Spectrum the amount of the underpayment
within 10 Business Days after Sprint Spectrum gives Manager written notice of
the underpayment determination.


 


(b)                                 If
the audit determines that Sprint Spectrum was overpaid then, unless the amount
is contested, Sprint Spectrum will pay to Manager the amount of the overpayment
within 10 Business Days after Manager gives Sprint Spectrum written notice of
the overpayment determination.


 


The
auditing party will pay all costs and expenses related to the audit unless the
amount owed to the audited party is reduced by more than 10% or the amount owed
by the audited party is increased by more than 10%, in which case the audited
party will pay the costs and expenses related to the audit.


 


If
either party disputes the auditor’s conclusion then the dispute will be
submitted to binding arbitration in accordance with section 14.2 of the
Management Agreement, excluding the escalation process set forth in section
14.1 of the Management Agreement.


 


Sprint
PCS will provide a Type II Report to Manager annually.  If Manager, on the advice of its independent
auditors or its legal counsel, determines that a statute, regulation, rule, judicial
decision or interpretation, or audit or accounting rule, policy or literature
published by the accounting or auditing profession or other authoritative rule
making body (such as the Securities and Exchange Commission, the Public Company
Accounting Oversight Board or the Financial Accounting Standards Board)
requires additional assurances beyond SAS 70, then Sprint Spectrum will
cooperate with Manager to provide the additional assurances.  Sprint Spectrum’s independent auditors will
prepare any Type II Report or Manager Management Report provided under this
section 5.1.2 and will provide an opinion on the controls placed in operation
and tests of operating effectiveness of those controls in effect at Sprint PCS
over Manager Management Processes.


 


51

















 


35.                               Notices
[NEW and Addm IV, §5].  Section 9.1
of the Services Agreement is amended and restated in its entirety to read as
follows:


 


9.1                             Notices. 
Any notice, payment, invoice, demand or communication required or
permitted to be given by any provision of this agreement must be in writing and
mailed (certified or registered mail, postage prepaid, return receipt
requested), sent by hand or overnight courier, charges prepaid or sent by
facsimile or email (in either instance with acknowledgement or read receipt
received), and addressed as described in section 17.1(b) of the Management
Agreement, or to any other address or number as the person or entity may from
time to time specify by written notice to the other parties.


 


The subject line of any email notice that
purports to add any additional service to Schedule 2.1.1 must read
“Additional Service to Schedule 2.1.1”. 
The new Schedule 2.1.1 must also be attached to the email, and
notice will also be provided to those individuals listed for notices for
Manager regarding Program Requirement Changes set forth in section 17.1(b) of
the Management Agreement.


 


Any notice, demand or communication
intended to be notice of a breach of an agreement or notice of an Event of
Termination must clearly indicate that intent, state the section(s) of the
agreements allegedly breached, and in addition to any other form of notice it
must be mailed or sent by overnight courier in the manner described in the
first paragraph of this section 9.1.


 


Manager
will promptly give Sprint PCS a copy of any notice Manager receives from the
Administrative Agent or any Lender, and a copy of any notice Manager gives to
the Administrative Agent or any Lender. 
Sprint PCS will promptly give Manager a copy of any notice that Sprint
PCS receives from the Administrative Agent or any Lender and a copy of any
notice that Sprint PCS gives to the Administrative Agent or any Lender.


 


All notices and other communications
given to a party in accordance with the provisions of this agreement will be
deemed to have been given when received.


 


36.                               Entire
Agreement; Amendments [NEW].  Section 9.6 of the Services Agreement
is amended and restated in its entirety to read as follows:


 


9.6                               Entire
Agreement; Amendments.  The provisions of this agreement and
the Management Agreement including the exhibits to those agreements set forth
the entire agreement and understanding between the parties as to the subject
matter of this agreement and supersede all prior agreements, oral or written,
and other communications between the parties relating to the subject matter of
this agreement.  Except for Sprint
Spectrum’s right to add additional Services to Schedule 2.1.1 subject to
the provisions of section 2.1.1 and section 3.2.5, this agreement may be
modified or amended only by a written amendment signed by the persons or
entities authorized to bind each party.


 


52

















 


37.                               Force
Majeure [NEW].  The second
paragraph of section 9.8 of the Services Agreement is amended and restated in
its entirety to read as follows:


 


Neither Manager nor Sprint Spectrum, as the case may be, is in breach
of any covenant in this agreement and no Event of Termination will occur as a
result of the failure of such party to comply with any covenant, if the party’s
non-compliance with the covenant results primarily from:


 


(i)                                     any
FCC order or any other injunction that any governmental authority issues that
impedes the party’s ability to comply with the covenant,


 


(ii)                                  the
failure of any governmental authority to grant any consent, approval, waiver or
authorization or any delay on the part of any governmental authority in
granting any consent, approval, waiver or authorization,


 


(iii)                               the
failure of any vendor to deliver in a timely manner any equipment or service,
or


 


(iv)                              any
act of God, act of war or insurrection, riot, fire, accident, explosion, labor
unrest, strike, civil unrest, work stoppage, condemnation or any similar cause
or event not reasonably within the control of the party.


 


Trademark License Agreements


 


38.                               Notices
[NEW and Addm IV, §5].  Section 15.1
of each of the Trademark License Agreements is amended and restated in its
entirety to read as follows:


 


Section 15.1.                             Notices.  Any
notice, payment, invoice, demand or communication required or permitted to be
given by any provision of this agreement must be in writing and mailed
(certified or registered mail, postage prepaid, return receipt requested), sent
by hand or overnight courier, or sent by facsimile (with acknowledgment
received), charges prepaid and addressed as described in section 17.1(b) of the
Management Agreement, or to any other address or number as the person or entity
may from time to time specify by written notice to the other parties.


 


Any notice, demand or communication
intended to be notice of a breach of an agreement or notice of an Event of
Termination must clearly indicate that intent, state the section(s) of the
agreements allegedly breached, and be mailed or sent by overnight courier in
the manner described in the preceding paragraph.


 


Licensee
will promptly give Licensor a copy of any notice Licensee receives from any
Administrative Agent or any Lender, and a copy of any notice Licensee gives to
any Administrative Agent or any Lender. 
Licensor will promptly give Licensee a copy of any notice that Licensor
receives from the


 


53

















 


Administrative Agent or
any Lender and a copy of any notice that Licensor gives to the Administrative
Agent or any Lender.


 


All notices and other communications
given to a party in accordance with the provisions of this agreement will be
deemed to have been given when received.


 


Schedule of Definitions


 


39.                               Deleted
Definitions [Addm I, §2 and NEW]. 
The definitions of “New Area(s)” and “Available Services” are deleted.


 


40.                               Additional,
Amended or Supplemented Definitions [NEW].  The following are new or amended definitions, unless otherwise
indicated.


 


“Allocable
Software Fee” has the meaning set forth in section 1.3.4(e)
of the Management Agreement.


 


“Allocated
Write-offs” has the meaning set forth in section
10.3.4 of the Management Agreement.


 


“Amount
Billed (Net of Customer Credits)” has the meaning set
forth in section 10.3.3 of the Management Agreement.


 


“Away
Network” means:


 


(i)                                     any portion of the
Sprint PCS Network other than Manager’s Service Area Network, in the case of
Customers with an NPA-NXX assigned to the Service Area (or any other such
designation in accordance with section 17.17 of the Management Agreement), and


 


(ii)                                  Manager’s Service
Area Network, in the case of Customers with an NPA-NXX assigned to an area
outside the Service Area (or any other such designation in accordance with
section 17.17 of the Management Agreement).


 


“Billed
Component(s)” has the meaning set forth in section
10.3.2 of the Management Agreement.


 


“Billed
Month” has the meaning set forth in section 10.2.1 of
the Management Agreement.


 


“Billed
Revenue” has the meaning set forth in section 10.2.1
of the Management Agreement.


 


“Capital Program
Requirement Change” has the meaning set forth in
section 9.3.1(b) of the Management Agreement.


 


54

















 


“CCPU
Services” means those Services listed in section A of
Schedule 2.1.1 to the Services Agreement.


 


“Chief
Financial Officer of Sprint PCS”, “Sprint PCS Chief Financial Officer” and
other references to the Chief Financial Officer of Sprint PCS mean the Senior
Vice President – Finance of Sprint Corporation designated to serve as the chief
financial officer of Sprint PCS or if none, the individual serving in that
capacity.


 


“CPGA
Services” means those Services listed in section B of
Schedule 2.1.1 to the Services Agreement.


 


“CSA”
has the meaning set forth in section 10.2.1 of the
Management Agreement.


 


“Customer”
means any customer, except Reseller Customers or customers of third parties for
which Manager provides solely switching services, who purchases Sprint PCS
Products and Services, regardless of where their NPA-NXX is assigned.


 


“Customer
Credits” has the meaning set forth in section 10.2.1
of the Management Agreement.


 


“Customer
Equipment Charges” has the meaning set forth in
section 10.3.2.5 of the Management Agreement.


 


“Customer
Equipment Credits” has the meaning set forth in
section 10.3.2.2 of the Management Agreement.


 


“Customer-Related
Services” has the meaning set forth in section 3.2.2
of the Services Agreement.


 


“Customer
Taxes” means the amounts that Sprint PCS bills to
Manager Accounts for taxes, including, without limitation, federal, state, and
local sales, use, gross and excise tax.


 


“Effective
Date” has the meaning set forth in the preamble of
this Addendum.


 


“Enterprise
Value” means the combined book value of an entity’s
outstanding debt and preferred stock less cash plus the fair market value of
each class of its publicly-traded equity other than any publicly-traded
preferred stock.  For the purposes of
this definition, the fair market value of a class of an entity’s
publicly-traded equity (other than publicly-traded preferred stock) is equal to
the product of:


 


55

















 


(i)                              the
number of issued and outstanding shares of the class of publicly-traded equity
as of the date of determination, times


 


(ii)                           the
applicable average closing price (or average closing bid, if traded on the
over-the-counter market) per share of the class of publicly-traded equity over
the 21 consecutive trading days immediately preceding the date of
determination.


 


“E911
Phase I Surcharges” means all costs related to Phase I
E911 functionality.


 


“E911
Phase II Surcharges” has the meaning set forth in
section 10.3.2.6 of the Management Agreement.


 


“ETC”
has the meaning set forth in section 10.6.1 of the Management Agreement.


 


“Fee
Based on Billed Revenue” has the meaning set forth in
section 10.2.1 of the Management Agreement.


 


“Gross
Customer Additions in Manager’s Service Area” means
the average number of Customers activated (without taking into consideration
the number of Customers lost) during the previous month with an NPA-NXX
assigned to the Service Area as reported in Sprint PCS’ most recent monthly KPI
report.


 


“Initial
3G Data Fee Period” has the meaning set forth in
section 10.4.1.3(a) of the Management Agreement.


 


“Initial
Pricing Period” has the meaning set forth in section
3.2.1 of the Services Agreement.


 


“Inter
Service Area Fee” has the meaning set forth in section
4.3 of the Management Agreement.


 


“Investment
Banker” has the meaning set forth in section 9.3.2 of
the Management Agreement.


 


“Manager
Accounts” has the meaning set forth in section 10.2.1
of the Management Agreement.


 


“Manager
Management Process” has the meaning set forth in
section 12.1.2 of the Management Agreement.


 


“Manager
Management Report” has the meaning set forth in
section 12.1.2 of the Management Agreement.


 


56

















 


“Net
Billed Revenue” has the meaning set forth in section
10.2.1 of the Management Agreement.


 


“Net
Software Cost”
means the amount paid by Sprint PCS to the vendor directly associated with the
Software used by Manager in the Service Area for which Manager is not obligated
to pay the Software vendor directly, net of any discounts or rebates and
excluding any mark-up by Sprint PCS for administrative or other fees, and is
limited to that proportionate amount attributable to Manager.


 


“New Coverage” means the build-out in
the Service Area that is in addition to the build-out required under the
then-existing Build-out Plan, which build-out Sprint PCS or Manager decides
should be built-out.


 


“NPA-NXX”
means NPA-NXX or an equivalent identifier, such as a
network access identifier (NAI).


 


“Non-Capital Program
Requirement Change” has the meaning set forth in
section 9.3.1(a) of the Management Agreement.


 


“Number
of Customers in Manager’s Service Area” means the
average number of Customers with NPA-NXXs assigned to the Service Area reported
in Sprint PCS’ most recent monthly KPI report.


 


“Outbound
Roaming Fees” means the amounts that Sprint PCS or its
Related Parties bills to Manager Accounts for calls placed on a non-Sprint PCS
Network.


 


“Overall
Changes” has the meaning set forth in section 1.10(a)
of the Management Agreement.


 


“Program
Requirement Change” means a change in a Program
Requirement issued by Sprint PCS in accordance with section 9.2 of the
Management Agreement.


 


“Qwest
Reseller 3G Data Agreement” has the meaning set forth in section 10.4.1.3(a) of the Management
Agreement.


 


“Reseller
Customer” means customers of companies or
organizations with a Private Label PCS Services or similar resale agreement
with Sprint PCS or Manager.


 


“Reseller
Customer Fees” has the meaning set forth in section
10.4.1.1 of the Management Agreement.


 


“SCCLP”
has the meaning set forth in section 3.4.2(b) of the
Management Agreement.


 


57

















 


“Services” has the meaning set forth in section 2.1.1
of the Services Agreement.


 


“Selected
Services”
means Services.


 


“Service
Area Network” means the network that is directly
required for the provision of telecommunications services to Customers and is
managed by Manager under the Management Agreement in the Service Area under the
License.


 


“Settled-Separately
Manager
Expenses” has the meaning set forth in section 3.2.5 of the Services
Agreement.


 


“Software”
means only that software and software features currently existing or developed
in the future that are used in connection with telecommunications equipment
owned or leased by Manager in Manager’s provisioning of wireless services in
the Service Area and includes, without limitation, software maintenance,
updates, improvements, upgrades and modifications.  “Software” expressly excludes:


 


(i)                        software
“rights to use” licenses to the extent paid to the licensor directly by
Manager, and


 


(ii)                     software
operating Sprint PCS’ national platforms, billing system platforms, customer
service platforms and like applications.


 


“Software Fees” means costs associated
(including applicable license fees) with procuring software, software
maintenance, software upgrades and other software costs needed to provide
uniform and consistent operation of the wireless systems within the Sprint PCS
Network.


 


“Sprint
PCS” means any or all of the following Related Parties
who are License holders or signatories to the Management Agreement: Sprint
Spectrum L.P., a Delaware limited partnership, WirelessCo, L.P., a Delaware
limited partnership, SprintCom, Inc., a Kansas corporation, PhillieCo Partners
I, L.P., a Delaware limited partnership, PhillieCo, L.P., a Delaware limited
partnership, Sprint Telephony PCS, L.P., a Delaware limited partnership, Sprint
PCS License, L.L.C., a Delaware limited liability company, American PCS
Communications, LLC, a Delaware limited liability company, and APC PCS, LLC, a
Delaware limited liability company.  Any
reference in the Management Agreement or Services Agreement to Cox
Communications PCS, L.P., a Delaware limited partnership, or Cox PCS License,
L.L.C., a Delaware limited liability company, is changed to Sprint Telephony
PCS, L.P., a Delaware limited partnership, or Sprint PCS License, L.L.C., a
Delaware limited liability company, respectively, to reflect name changes filed
with the Delaware Secretary of State in 2002.


 


58

















 


“Sprint
PCS ARPU” means the average revenue per user publicly
announced by Sprint PCS or its Related Parties for the most recent calendar
year.  Sprint PCS ARPU is generally
calculated by dividing wireless service revenues by average wireless
subscribers.


 


“Sprint
PCS CCPU” means the cash cost per user publicly
announced by Sprint PCS or its Related Parties for the most recent
quarter.  Sprint PCS CCPU is generally
calculated by dividing costs of wireless service revenues, service delivery and
other general and administrative costs by average wireless subscribers.


 


“Sprint
PCS CPGA” means the cost per gross addition publicly
announced by Sprint PCS or its Related Parties for the most recent
quarter.  Sprint PCS CPGA is calculated
by dividing the aggregate costs of acquiring new wireless subscribers, including
equipment subsidies, marketing costs and selling expenses, by gross additional
subscribers.


 


“Sprint PCS
Resale Program Requirements” [Addm I, §5] means the standards
established by Sprint PCS, in accordance with section 3.5.2 of the Management
Agreement, as amended from time to time, for the resale of Sprint PCS Products
and Services by third parties.


 


“Sprint
PCS Retail Yield for Voice and 2G Data Usage” means
the quotient calculated by dividing (a) Sprint PCS ARPU less the 3G data
component in the Sprint PCS ARPU by (b) the reported minutes of use per
subscriber for the calendar year for which the Sprint PCS ARPU was calculated.


 


“Sprint
PCS Retail Yield for 3G Data Usage” means the quotient
calculated by dividing (a) the 3G data component in the Sprint PCS ARPU by (b)
the kilobytes of use for 3G data usage per subscriber for the calendar year for
which the Sprint PCS ARPU was calculated.


 


“Subsidy
Funds” has the meaning set forth in section 10.6.1 of
the Management Agreement.


 


“3M-pops
Manager” means any Other Manager whose ultimate parent
entity (as defined by the Hart-Scott-Rodino Antitrust Improvements Act of 1976)
controls entities with 3 million or more covered pops.


 


“Transition
Date” has the meaning set forth in section 10.12.3 of
the Management Agreement.


 


“Type
II Report” has the meaning set forth in section 12.1.2
of the Management Agreement.


 


“Ultimate
Parent” has the meaning set forth in the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.


 


59

















 


“USF
Charges” has the meaning set forth in section 10.3.2.7
of the Management Agreement.


 


“Vendor
Software” has the meaning set forth in section
1.3.4(b) of the Management Agreement.


 


“Wireless
Mobility Communications Network” means a radio communications
system operating in the 1900 MHz spectrum range under the rules designated as
Subpart E of Part 24 of the FCC’s rules.


 


“WLNP
Surcharges” has the meaning set forth in section
10.2.4 of the Management Agreement.


 


“Write-offs”
has the meaning set forth in section 10.3.1 of the
Management Agreement.


 


“Year
2000 Compliance” has the meaning set forth in section
17.29 of the Management Agreement.


 


60

















 


B.                                    Cross-references
to Other Paragraphs in Previous Addenda.


 


Listed below are those
paragraphs in the previous addenda that are interpretations or applications of
the Management Agreement, the Services Agreement, the Trademark License
Agreements or the Schedule of Definitions and that are not listed above.  These serve as cross-references to
facilitate finding provisions in the previous addenda.  The number shown at the beginning of each
item is the paragraph reference in the designated Addendum.


 


Addendum I


 


1.                                       Seamlessness.


4.                                       Use
of Private Label


6.                                       Time
Periods for Right of First Refusal


 


Addendum II


 


1.                                       Expansion
of Service Area


3.                                       Build
Out Plan


4.                                       Purchase
of Assets


5.                                       Subscribers


6.                                       Sprint
Spectrum Employees


7.                                       Fixed
Wireless Local Loop


8.                                       Build
Out of Spokane MTA


9.                                       Expedite
Fees


18.                                 Designation
of Selected Services


20.                                 Deleted
Sections


21.                                 Use
of Loan Proceeds


22.                                 Notices


23.                                 No
Default Under Management Agreement


 


Addendum III


 


1.                                       Backhaul
and Interconnection


2.                                       Designation
of Selected Services


 


Addendum IV


 


1.                                       Confirmation
of Restructuring and Assumption of Sprint Agreements


2.                                       Revised
Financing Plan


3.                                       Build-out
Plan


4.                                       Use
of Loan Proceeds


6.                                       No
Default Under Credit Agreement or Management Agreement


7.                                       Defense
of Employment-Related Charges


 


Addendum V


 


2.                                       Customer
Service Program Requirements


 


61

















 


3.                                       Counterparts


 


Addendum VI


 


1.                                       Type
II Conversion Schedule and Costs


2.                                       Spectrum
Transition


3.                                       Discontinuation
of Unlimited Plans


4.                                       Completion
of VIA Service Area Build-out Requirement


5.                                       No
Declaration of Breach


6.                                       Revised
Financing Plan


7.                                       Revised
Build-Out Plan


9.                                       Microwave
Relocation


10.                                 Notice
of Merger Termination


11.                                 Reaffirmation
of Sprint Agreements


12.                                 Consent
and Agreement


13.                                 Counterparts


 


Addendum VII


 


1.                                       Deletion
of BTAs from Service Area and New Service Area Exhibit


 


62

















 


C.                                    Other
Provisions.


 


1.                                      Manager and
Sprint PCS’ Representations. 
Manager and Sprint PCS each represents and warrants that its respective
execution, delivery and performance of its obligations described in this
Addendum have been duly authorized by proper action of its governing body and
do not and will not violate any material agreements to which it is a
party.  Each of Manager and Sprint PCS
also represents and warrants that there are no legal or other claims, actions,
counterclaims, proceedings or suits, at law or in arbitration or equity,
pending or, to its knowledge, threatened against it, its Related Parties,
officers or directors that question or may affect the validity of this
Addendum, the execution and performance of the transactions contemplated by
this Addendum or that party’s right or obligation to consummate the
transactions contemplated by this Addendum.


 


2.                                      Reaffirmation
of Sprint Agreements.  Each of the
undersigned reaffirms in their entirety the Management Agreement, the Services
Agreement and the Trademark License Agreements, together with their respective
rights and obligations under those agreements.


 


3.                                      Counterparts.  This Addendum may be executed in one or more
counterparts, including facsimile counterparts, and each executed counterpart
will have the same force and effect as an original instrument as if the parties
to the aggregate counterparts had signed the same instrument.


 


 


[THE REMAINDER OF THIS PAGE IS LEFT
BLANK INTENTIONALLY.]


 


63

















 


The parties have caused
this Addendum VIII to be executed as of the date first above written.


 


	
   

  	
  SPRINT SPECTRUM L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Steven M. Nielsen

  
	
   

  	
   

  	
  Senior Vice President –
  Finance PCS

  
	
   

  	
   

  	
   

  
	
   

  	
  WIRELESSCO, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Steven M. Nielsen

  
	
   

  	
   

  	
  Senior Vice President –
  Finance PCS

  
	
   

  	
   

  	
   

  
	
   

  	
  SPRINT TELEPHONY PCS,
  L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Steven M. Nielsen

  
	
   

  	
   

  	
  Senior Vice President –
  Finance PCS

  
	
   

  	
   

  	
   

  
	
   

  	
  SPRINT PCS LICENSE,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Steven M. Nielsen

  
	
   

  	
   

  	
  Senior Vice President –
  Finance PCS

  
	
   

  	
   

  	
   

  
	
   

  	
  SPRINT COMMUNICATIONS
  COMPANY L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Thomas E. Murphy

  
	
   

  	
   

  	
  Senior Vice President – Communications

  and Brand Management

  
	
   

  	
   

  	
   

  
	
   

  	
  UBIQUITEL OPERATING
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James J. Volk

  
	
   

  	
   

  	
  Chief Financial Officer

  



 


64

















 


EXHIBIT
10.3


 


100% Affiliate Retained Amounts


 


Roaming Revenue


International Roaming Credits


Affiliate Equip Sale On Acct


 


100% Sprint PCS Retained Amounts


 


Accrued Sales Taxes


Accrued Federal Excise Taxes


Collected Insurance


 


65

















 


Schedule
2.1.1


 


-SECTION A-


 


Presently Offered CCPU Services - Activity
Applied as % to Sprint PCS reported CCPU


 


3G Fees


A/P
Backhaul/Facility Disputes


Affiliate
Utilities


ATM
Soft Hand Off


Bank
Fees


BI
Performance Services – Initiation


BI
Performance Services – Maintenance


Bid
Cost


Billing


Check
Free


Clarify
Maintenance Fee


CO
Usage


Collection Agency Fees


Conferences


Costs associated with
rollout of new products and services


Credit Card
Processing/Fees


Customer Care


Customer Solutions –
Mature Life


Directory Assistance


DS3


E –
Commerce PT


Enhanced
Voicemail


Entrance Facility
Expenses (Includes Terminating/Trunking Charge)


Ford
Revenue


Ford
Telematics


Gift
Card Payable


Gift
Card Receivable


Hal Riney Ad Kit


High
Speed Remote Access Server


ICS Clearing House Costs
(Includes Illuminet, Roaming Clearing House, and TSI)


IMT
Charges


Interconnection


Inter-Machine Trunk


IT (Includes E-Commerce)


LD
Verification


LIDB / CNAM


Local
Loop, COC, ACF, IXC, etc. (National Platform Expense – Local Loop Cost, Central
Office Connection (COC), access Coordination Fee (ACF), Co-Location Charges,
and Inter Exchange Carrier (IXC) Charges)


Lockbox
261


MCI
Disconnect Adjusted


National
Platform – COA


National
Platform Disputes


National Platform (2G)
(Includes Voice Activated Dialing)


 


66

















 


National Platform Component


FCAPS (Fault, Configuration, Accounting, Performance,
Security)


Capital Projects


Expense Projects


Circuit Expense


CLOH


Labor


Forecasts


 


IN (Intelligent Network)


Capital Expense


Expense Projects


Circuit Expense


CLOH


Labor


Forecasts


 


OSSN


Capital Expense


Expense Projects


Circuit Expense


CLOH


Labor


Forecasts


 


3G


Capital Projects


Expense Projects


Circuit Expense


CLOH


Labor


Forecasts


 


Operator Service


Vendor Fee


 


Wireless Web


Capital Projects


Expense Projects


Circuit Expense


CLOH


Labor


Forecasts


 


Messaging


Capital Projects


Expense Projects


Circuit Expense


CLOH


Labor


 


67

















 


Forecasts


 


VAD


Capital Projects


Expense Projects


Circuit Expense


CLOH


Labor


Forecasts


 


Voice Mail


Capital


Expense Projects


Circuit Expense


CLOH 


Labor


Forecasts


 


Software Maintenance


Openwave


Hewlett Packard


Comverse


Marconi


Lucent


Commworks


Four Corners


Other Vendors (39)


 


Northwest
Frequent Flyer


Premium
Vision Services


PreNet


Pricing


Pro
Text Messaging Plan


Ringers & More
(Includes SBF and PT fees)


Roadside Rescue


Sprint
Synch Services


Telecheck Charge


Telematics


Text
Messaging Plan


TSC Usage


Type 1 Affiliate Long
Distance


Voice
Command Web


Wireless Web


 


-SECTION B-


 


Presently Offered CPGA Services - Activity
Applied as % to Sprint PCS reported CPGA


 


500
Minute Promotion Credit


 


68

















 


Activations – Customer
Solutions


Activations – E-Commerce
(Includes On Line (Web) Activations)


Activations – Telesales


Credit Check Fee


Customer Solutions –
Early Life


Demo
Phones


EarthLink


Hal
Riney Service


Handset Logistics


Handset
Obsolesence Fee and Carrying Costs


Local/Indirect
Commission


Marketing
Collateral Destruction


NAM/CAM


One
Sprint Telesales


PGA
Expenses


PLS
Commission


SmartWorks
Printing


 


-SECTION C-


 


Presently Offered CCPU Services - Activity
Settled Separately


 


Affiliate Project
Authorizations


Long Distance


E911 Phase I Revenue


Microwave Clearing


Roaming


Software Fees


Sprint Local Telephone
Usage


Taxes Paid on Behalf of
Type III Affiliates


Tower Lease


Travel Revenue and
Expense


Upgrade Commission – 2
Step Channel


Vendor Usage-Based
Charges on New Products


Wholesale Revenue and
Expense


 


-SECTION D-


 


Presently Offered CPGA Services -Activity
Settled Separately


 


3G
Device Logistics Fee


3rd
Party Spiffs


Accessory
Margin


Commissions
– National 3rd Party


Commissions
– Other 3rd Party


Coop
Advertising – Local 3rd Party


Coop
Advertising – National 3rd Party


Handset
returns


Handset
subsidies


Handsets


 


69

















 


Marketing
Collateral (excluding destruction)


Meeting
Competition Fund


RadioShack
Promos (Includes RadioShack Golden Quarter, Jumpstart, Relaunch, Sprint to
Vegas, and Break the Bank)


Rebate
Administrative Expense


Rebates


Reciprocal
Retail Store Cost Recovery


Sprint
LDD Commission


Third
Party Promotions


Upgrade
Commission – RadioShack


 


70