EX-10.11



 Exhibit 10.11 

MANAGEMENT AGREEMENT 

This MANAGEMENT AGREEMENT (as the same may be amended, modified, and supplemented from time to time, this
“Agreement”), dated as of March 27, 2015 (the “Effective Date”), is by and among the Persons identified on Schedule 1 hereto as Verizon Contributors (collectively, “Verizon
Contributors” and each, a “Verizon Contributor”), the Persons identified on Schedule 2 hereto as Verizon Lessors (collectively, “Verizon Lessors” and each, a “Verizon
Lessor”), and ATC Sequoia LLC, a Delaware limited liability company (“Tower Operator” or “Manager”). Capitalized terms used and not defined herein have the meanings set forth in the Master
Agreement (as defined below). The rules of construction set forth in Section 1.2 of the Master Agreement shall apply to this Agreement, mutatis mutandis. Verizon Contributors, Verizon Lessors and Tower
Operator are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties”.  

RECITALS 

A. Tower Operator, Verizon Communications Inc., a Delaware corporation, the Sale Site Subsidiaries, American Tower Corporation,
a Delaware corporation, and the Verizon Lessors are parties to that certain Master Agreement, dated as of February 5, 2015 (as amended, modified and supplemented from time to time, the “Master Agreement”). 

 B. As a condition to, and simultaneously with the Initial Closing under the Master Agreement, the Parties are entering into this
Agreement, pursuant to which: 
 1. With respect to each Conditional Site, each applicable Verizon Lessor shall retain its
right, title and interest in, to and under such Conditional Site in accordance with and subject to the terms of the Master Agreement, and Tower Operator shall manage and operate the Included Property of such Conditional Site pursuant to the terms of
this Agreement. As of the Effective Date, the Conditional Sites subject to this Agreement are set forth in Exhibit A-1 hereto. 

2. With respect to each Pre-Lease Site, the applicable Verizon Lessor shall retain its right, title and interest in, to and
under such Pre-Lease Site in accordance with and subject to the terms of the Master Agreement, and Tower Operator shall manage and operate the Included Property of such Pre-Lease Site pursuant to the terms of this Agreement. As of the Effective
Date, the Pre-Lease Sites subject to this Agreement are set forth in Exhibit A-2 hereto. 
 3. With respect to each
Non-Assignable Site, each applicable Verizon Contributor shall retain its right, title and interest in, to and under such Non-Assignable Site in accordance with and subject to the terms of the Master Agreement, and Tower Operator shall manage and
operate the Included Property of such Non-Assignable Site pursuant to the terms of this Agreement. As of the Effective Date, the Non-Assignable Sites subject to this Agreement are set forth in Exhibit A-3 hereto. 

4. The Conditional Sites and the Pre-Lease Sites are collectively referred to herein as the “Managed MPL
Sites”. The Non-Assignable Sites are referred to herein as 







 
the “Managed Sale Sites” and, together with the Managed MPL Sites, are collectively referred to as the “Managed Sites”. 

AGREEMENT 
 In
consideration of the foregoing and the representations, warranties, and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally
bound by this Agreement, the Parties agree as follows: 
  

	Section 1.	Appointment and Acceptance. 

 Subject to the terms and conditions of this Agreement,
(a) each applicable Verizon Contributor and Verizon Lessor hereby appoints Manager, and Manager hereby agrees to act and shall act, as the exclusive operator during the MPL Site Term (as defined below) of the Included Property of each Managed
MPL Site held by such Verizon Contributor or Verizon Lessor, and (b) each applicable Verizon Contributor hereby appoints Manager, and Manager hereby agrees to act and shall act, as the exclusive operator during the Sale Site Term (as defined
below) of the Included Property of each Managed Sale Site held by such Verizon Contributor. No fee title, leasehold, subleasehold or other real property interest in a Managed Site is granted pursuant to this Agreement in the Included Property of any
Managed Site. In performing its duties as operator of the Included Property of the Managed MPL Sites, Manager shall manage, administer and operate each of the Managed MPL Sites, subject to the provisions of this Agreement, in a manner consistent
with and not less than the standards Tower Operator uses to manage, administer and operate the Lease Sites under the terms of the MPL. Manager shall be entitled to and vested with all the rights, powers and privileges of the applicable Verizon
Contributor with respect to the management, administration and operation of the Included Property of the Managed Sale Sites as if Manager had such rights, powers and privileges of the applicable Verizon Contributor with respect to the management,
administration and operation of the Included Property of the Managed Sale Sites, including the right to review, negotiate and execute extensions, renewals, amendments or waivers of any existing collocation agreements, ground leases, subleases,
easements, licenses or other similar or related agreements or new collocation agreements, ground leases, subleases, easements, licenses or similar or related other agreements. Except as expressly provided herein, in the MPL or MLAs, no Verizon
Contributor or Verizon Lessor shall exercise any rights or take any actions with respect to the operation, maintenance, leasing or licensing of the Included Property of any Managed Sites, all such rights being exclusively reserved to Manager
hereunder. 
  

	Section 2.	Collocation Agreements for Managed Sites. 

 (a) In respect of the Included Property of
each Managed Site, the applicable Verizon Contributor and each Verizon Lessor does hereby (on its behalf and on behalf of any Affiliate thereof that is a party thereto) delegate all of its respective rights, duties, obligations and responsibilities
under the Collocation Agreements to Manager for the MPL Site Term or Sale Site Term, as applicable, as to such Included Property for periods occurring from and after the Effective Date, subject to, with respect to Managed MPL Sites,
Section 6(h) of the MPL, and, with respect to the Managed Sale Sites, Section 8(f) of the Sale Site MLA, and shall execute all 

  
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documentation reasonably requested and prepared by Manager to confirm same to a counterparty under a Collocation Agreement, at Manager’s cost and expense within 15 Business Days of receipt
of a request therefor from Manager; provided, however, that, if such Verizon Contributor or Verizon Lessor reasonably determines it to be unduly burdensome, such Verizon Contributor or Verizon Lessor shall not be required to obtain any new board
resolutions from any Person that is a corporation or similar resolutions or approvals from any Person that is a limited liability company, partnership, trust or other legal entity. In accordance with and subject to the provisions of, with respect to
the Managed MPL Sites, Section 2(d) and Section 6 of the MPL and, with respect to the Managed Sale Sites, Section 2(f) and Section 8 of the Sale Site MLA, Manager may enter into waivers, amendments, extensions, restatements,
renewals and any other documentation relating to any Collocation Agreements, to the extent they apply to the Managed Sites, or enter into new collocation agreements (including site supplements or site subleases) applicable to the Managed Sites. Each
Verizon Contributor and Verizon Lessor hereby (i) assigns and delegates to Manager the sole and exclusive right to perform the obligations of and assert and exercise the rights of such Verizon Contributor or Verizon Lessor under all Collocation
Agreements during the MPL Site Term or Sale Site Term, as applicable, with respect to Managed Sites, subject to, in the case of the Managed MPL Sites, the provisions of Section 2(d) and Section 6 of the MPL, and, in the case of the Managed
Sale Sites, the provisions of Section 2(f) and Section 8 of the Sale Site MLA; provided, however, that no assignment or delegation made pursuant to this Section 2(a) shall infringe upon or otherwise limit any rights of any of the
Verizon Group (as defined in the MPL) under the MPL Site MLA or Sale Site MLA, as applicable, or any other agreement by which one or more Verizon Group Member (as defined in the MPL) occupies, or provides services to a Managed Site, and
(ii) grants Manager until the expiration of the MPL Site Term or Sale Site Term, as applicable, a limited power of attorney and hereby appoints Manager as its attorney-in-fact for the limited purpose of asserting and exercising the rights
expressly granted to such Verizon Contributor or Verizon Lessor under all Collocation Agreements during the MPL Site Term or Sale Site Term, as applicable. The rights assigned and delegated to Manager under this paragraph are subject to
Section 4(b)(iv) and Section 6(h) of the MPL and Section 8(f) of the Sale Site MLA. 
 (b) Manager does hereby assume and
agree to pay and perform all of the duties, obligations, liabilities and responsibilities of the Verizon Contributors and Verizon Lessors under the Collocation Agreements affecting each Managed Site arising during the MPL Site Term or the Sale Site
Term, as applicable, except as otherwise expressly provided in this Agreement or any Collateral Agreement, and Manager shall receive all revenue, rents, issues or profits payable under the Collocation Agreements accruing from and after the Effective
Date and all revenue, rents, issues or profits received with respect to such agreements on or prior to the Effective Date for or with respect to periods from and after the Effective Date. In the event any Verizon Group Member (as defined in the MPL)
receives Tower Subtenant (as defined in the MPL) rental payments for any Collocation Agreement relating to periods from or after the Effective Date, such Verizon Group Member will forward such payment (or issue payment in an amount equal thereto) to
Manager within 30 days of receipt of such rental payment. The expiration of this Agreement with respect to any Managed Site, whether by reason of conversion of such Managed Site to a Lease Site or Assignable Site or otherwise, shall not release
Manager of any obligations in respect of such Managed Site arising during the MPL Site Term or Sale Site Term, as applicable. 

  
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 (c) Manager shall be permitted to negotiate and enter into, amend or modify any new or
existing collocation agreements (including site supplements or site subleases) in its sole discretion, without the consent of any Verizon Contributor or Verizon Lessor; provided, however, in the case of any Managed MPL Sites, such collocation
agreements must comply with the requirements set forth in Section 2(d) of the MPL, and must contain the provisions set forth in Exhibit K to the MPL, mutatis mutandis, and, in the case of any Managed Sale Sites, such collocation
agreements must comply with the requirements set forth in Section 2(f) of the Sale Site MLA and must contain the provisions set forth in Exhibit Q to the Sale Site MLA, mutatis mutandis.  

 

	Section 3.	Rights and Duties of Parties. 

 (a) Parties’ Relative Rights and Obligations;
Right to Verizon Collocation Space. Except as otherwise expressly provided herein, the Parties hereby agree that: 
 (i)
Each Verizon Lessor’s agreements, rights and obligations with respect to the Included Property of each Conditional Site shall be the same, mutatis mutandis, as if such Site was a Lease Site under the MPL and (to the extent in full force
and effect with respect to such Site) the MPL Site MLA at the Initial Closing and such Verizon Lessor was a party to (A) the MPL as a Verizon Lessor (including, for the avoidance of doubt, all agreements with respect to and obligations under
Section 20 of the MPL) and (B) (to the extent in full force and effect with respect to such Site) the MPL Site MLA as a Verizon Collocator; 

(ii) Each Verizon Lessor’s agreements, rights and obligations with respect to the Included Property of each Pre-Lease Site
shall be the same, mutatis mutandis, as if such Site was a Lease Site under the MPL at the Initial Closing and such Verizon Lessor was a party to the MPL Site MLA (to the extent in full force and effect with respect to such Site) as a Verizon
Collocator; 
 (iii) Each Verizon Contributor’s agreements, rights and obligations with respect to the Included Property
of each Non-Assignable Site shall be the same, mutatis mutandis, as if such Site was an Assignable Site under the Master Agreement and (to the extent in full force and effect with respect to such Site) the Sale Site MLA at the Initial
Closing, and such Verizon Contributor was a party to (to the extent in full force and effect with respect to such Site) the Sale Site MLA as a Verizon Collocator; 

(iv) Manager’s agreements, rights and obligations with respect to the management of the Included Property of each Managed
MPL Site shall be the same, mutatis mutandis, as if each such Site was a Lease Site under the MPL and (to the extent in full force and effect with respect to such Site) the MPL Site MLA at the Initial Closing as the Tower Operator; 

(v) Manager’s agreements, rights and obligations with respect to the management of the Included Property of each Managed
Sale Site shall be the same, mutatis mutandis, as if such Site was an Assignable Site under the Master Agreement and (to the extent in full force and effect with respect to such Site) the Sale Site MLA at the


  
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Initial Closing as a Sale Site Subsidiary (including, for the avoidance of doubt, the right to manage, administer and operate the Managed Sale Sites as if Manager were the true owner of the
rights, powers and privileges of the applicable Verizon Contributor with respect to the management, administration and operation of the Included Property of the Managed Sale Sites); and 

(vi) Except as set forth in the disclosure schedules to the Master Agreement, each Verizon Lessor and each Verizon Contributor
covenants and agrees that it has not granted and it will not grant to any other Person any rights to use or operate the Included Property of the Managed Sites during the MPL Site Term or the Sale Site Term, as applicable, except for (A) rights
granted to parties pursuant to the Collocation Agreements, (B) existing rights of third parties granted under utility agreements, easements and similar agreements relating to the Managed Sites, (C) rights of Verizon Group Members to use or
operate the Included Property of the Managed Sites during the MPL Site Term or the Sale Site Term, (D) rights granted to Manager under the MPL, and (E) as otherwise permitted under the MPL, the MPL Site MLA or the Sale Site MLA. 

(b) Site Related Revenue and Expenses. As of the Initial Closing Date, prorations of receivables, payables, expenses, and revenue
relating to the use, occupancy and operation of the Included Property of the Managed Sites shall be governed by Section 2.8 of the Master Agreement. Subject to the foregoing, during the MPL Site Term or Sale Site Term, as applicable,
(i) Manager shall receive and shall be entitled to all of the revenue generated by the Included Property of each Managed Site that results from the Permitted Use (as defined in the MPL) of the Site (other than, with respect to Managed MPL
Sites, the Rent and Pre-Lease Rent as defined in, and payable under, the MPL, any Option Purchase Price (as defined in the MPL) and revenue generated by a Verizon Group Member pursuant to the provision of services described in Sections 9(b) or 19(d)
of the MPL Site MLA or Sections 9(b) or 19(d) of the Sale Site MLA), including all revenue under the Collocation Agreements accruing from and after the Effective Date and all revenue received under the Collocation Agreements on or prior to the
Effective Date for or with respect to periods from and after the Effective Date, and no Verizon Contributor or Verizon Lessor or any of their Affiliates shall be entitled to any of such revenue, and (ii) except as otherwise expressly provided
in this Agreement or any other Collateral Agreement, Manager shall be responsible for the payment of, and shall pay, all expenses due and accruing from and after the Effective Date and related to or associated with the Included Property of the
Managed Sites, whether ordinary or extraordinary, and whether foreseen or unforeseen, including all expenses due and accruing from and after the Effective Date under the Ground Leases and the Collocation Agreements. Except as may be expressly
provided otherwise in the Transition Services Agreement, if any such revenue to which Manager is entitled pursuant to the preceding sentence is paid to any Verizon Contributor, Verizon Lessor or its or their Affiliates, such Verizon Contributor,
Verizon Lessor or its or their Affiliate receiving such revenue shall remit such revenue to Manager within 30 days after receiving such revenue. Each Verizon Contributor and Verizon Lessor shall direct (or cause its Affiliate to direct), in writing,
(x) all payers of amounts due and accruing after the Effective Date under the Collocation Agreements to pay such amounts to Manager and (y) applicable third parties to collect from Manager all expenses due and accruing after the Effective
Date. For the avoidance of doubt, nothing in this Agreement gives Manager any right to receive revenues resulting from any Verizon Collocator permitted use, as set forth in Section 9(b) of the MPL Site MLA or Section 9(b) of the Sale Site
MLA. 

  
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 (c) The Verizon Contributors and Verizon Lessors, as applicable, shall pay, as and when due and
without duplication of any such payments made under the Master Agreement or any other Collateral Agreement, Verizon’s Share of Transaction Revenue Sharing Payments that are required to be made in respect of the payment contemplated by
Section 2.2(b) and Section 3.2 of the Master Agreement or the payment of rent contemplated by the MLAs or Pre-Lease Rent contemplated by the MPL, in each case with respect to all Managed Sites and subject to the terms and conditions of the
MLAs or MPL. Manager shall pay, or cause to be paid, as and when due and without duplication of any such payments made under the Master Agreement or any other Collateral Agreement, Tower Operator’s Share of Transaction Revenue Sharing Payments
that are required to be made in respect of the payment contemplated by Section 2.2(b) and Section 3.2 of the Master Agreement or the payment of rent contemplated by the MLAs or Pre-Lease Rent contemplated by the MPL, in each case with
respect to all Managed Sites. 
 (d) Responsibility for All Liabilities. Verizon Lessors and Verizon Contributors hereby assign and
delegate to Manager, and Manager hereby accepts and assumes, all Post-Closing Liabilities with respect to the Included Property of the Managed Sites. Manager does not accept or assume, and shall be deemed not to have accepted or assumed, any
Excluded Liabilities or any Pre-Closing Liabilities. Manager shall indemnify the Verizon Indemnified Parties with respect to the Post-Closing Liabilities as provided in Section 11.2(a) of the Master Agreement. This Section 3(d) shall
survive the termination or expiration of the MPL Site Term or Sale Site Term, as applicable. 
 (e) Power of Attorney. For so long as
the Included Property of a Managed MPL Site is subject to this Agreement, each Verizon Lessor hereby grants Manager, with respect to the Managed MPL Sites, a limited power of attorney and hereby appoints Manager as its attorney-in-fact for the
limited purpose of (i) preparing, reviewing, negotiating and executing on behalf of such Verizon Lessor all Authorized Ground Lease Documents (as defined in the MPL), all Authorized Collocation Agreement Documents (as defined in the MPL)
related to such Managed MPL Site and all other documents necessary to give effect to the intent of this Agreement or the MPL and the transactions contemplated by this Agreement, the Master Agreement and the other Collateral Agreements, but excluding
any Unauthorized Documents (as defined in the MPL) and (ii) preparing and submitting any applications or requests for Governmental Approvals, including with respect to Zoning Laws (as defined in the MPL), related to operating such Managed MPL
Site or to support the needs of a Tower Subtenant. For so long as the Included Property of a Managed Sale Site is subject to this Agreement, each Verizon Contributor hereby grants Manager, with respect to the Managed Sale Sites, a limited power of
attorney and hereby appoints Manager as its attorney in fact for the limited purpose of (A) preparing, reviewing, negotiating and executing on behalf of such Verizon Contributor all documents necessary to give effect to the intent of this
Agreement or the Master Agreement and the transactions contemplated by this Agreement, the Master Agreement and the other Collateral Agreements, but excluding any Unauthorized Documents (as defined in the MPL) and (B) preparing and submitting
any applications or requests for Governmental Approvals, including with respect to Zoning Laws, related to operating such Managed Sale Site or to support the needs of a Tower Subtenant. The power of attorney granted herein may be revoked and
terminated in accordance with Section 4(b)(iv) of the MPL. 

  
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 (i) Each Verizon Contributor and Verizon Lessor agrees to execute, from time to
time, such other documents and certificates (including a separate power of attorney in the form attached as Exhibit J to the MPL) as Manager may reasonably request to evidence the powers of attorney granted in this Section 3(e) and the
appointment of Manager as such Verizon Contributor’s or Verizon Lessor’s limited attorney-in-fact thereby. 
 (ii)
Within 10 Business Days of Manager’s request therefor, each Verizon Lessor and Verizon Contributor agrees to execute and deliver to Manager and/or such other parties designated by Manager, such reasonably required documents and instruments,
including, without limitation, affidavits, certifications, confirmations and or other agreements, to verify and confirm (if true) that any POA (as defined in the MPL) has not been revoked, rescinded, terminated, modified or amended and that such POA
is in full force and effect and/or to otherwise facilitate the negotiation, execution and delivery of the documents and agreements referenced and contemplated in the POA. 

(iii) Within 10 Business Days of a Verizon Group Member’s written request therefor, Manager hereby agrees and covenants to
execute and deliver to any such requesting Persons and/or other parties designated by such requesting Persons, any reasonably required documents and instruments, including, without limitation, affidavits, certifications, confirmations, and/or other
agreements, to verify and confirm (if true) the revocation or termination of any POA, if applicable. 
 (iv) Each Verizon
Contributor and Verizon Lessor agrees to execute and deliver, as promptly as reasonably practicable and in any event within 15 Business Days following request therefor by Manager, any other document referred to in this Section 3(e). Except as
expressly provided above in this Section 3(e) or otherwise in this Agreement or any other Collateral Agreement, Manager shall not be entitled to act as agent for, or otherwise on behalf of, any Verizon Contributor, Verizon Lessor or its or
their Affiliates under any circumstances or to bind any Verizon Contributor, Verizon Lessor or its or their Affiliates in any way whatsoever. 

(f) Filing of Financing Statements. Each Verizon Contributor and Verizon Lessor hereby irrevocably authorizes Manager or its designee
to file in any relevant jurisdiction, at any time and from time to time, (i) any UCC-1 financing statement, which shall be substantially in the form of Exhibit F to the MPL, and any amendments thereto, (ii) any memoranda of leases or
Managed Sites, which shall be substantially in the form of Exhibit G to the MPL and any amendments thereto, (iii) any memoranda of assignment, which shall be substantially in the form of Exhibit H to the MPL and any amendment thereto, in each
case, to the extent necessary to evidence, perfect or otherwise record Manager’s management interest in the Included Property of each Managed Site granted pursuant to this Agreement, the Master Agreement and the other Collateral Agreements.
Each Verizon Contributor and Verizon Lessor agrees, promptly upon request by Manager, to use commercially reasonable efforts to provide Manager with any information that is reasonably required or requested by Manager in connection with the filing of
any such financing statement or document. 

  
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 (g) Exercise of Purchase Option. Each Verizon Lessor, at its cost and expense, shall use
commercially reasonable efforts, beginning on the date that is six months prior to the applicable Purchase Option Closing Date (as defined in the MPL), to obtain any consent or waiver required to give effect to the sale of the Included Property of
each Managed MPL Site that is a Purchase Site (as defined in the MPL) upon the exercise of the Purchase Option (as defined in the MPL). In the event that any Verizon Lessor is unable to obtain any consent or waiver required to give effect to the
sale of the Included Property of any Managed MPL Site that is a Purchase Site by the applicable Purchase Option Closing Date, and the Included Property of such Managed MPL Site cannot be transferred without violating the terms of the applicable
Ground Lease, then, upon payment of the full Option Purchase Price (as defined in the MPL) on the applicable Purchase Option Closing Date (including with respect to such Managed MPL Site), the Verizon Lessors shall appoint Manager, in perpetuity, as
the exclusive operator of the Included Property of such Managed MPL Site. In furtherance of the foregoing, the Verizon Lessors and Manager shall enter into documentation (including applicable powers of attorney) that is reasonably acceptable to
Manager to provide for Manager’s management rights with respect to the Included Property of such Managed MPL Site, which documentation shall grant and confer to Manager all rights and privileges (including all rights to receive the revenue
derived from such Managed MPL Site and all rights and powers with respect to the operation, maintenance, leasing and licensing of such Managed MPL Site) granted or conferred to Manager pursuant to this Agreement in respect of a Managed MPL Site; but
shall otherwise treat Manager as if Manager was the owner of the Included Property of such Managed MPL Site and shall not impose on Manager any of the covenants or restrictions imposed upon it by this Agreement and the Collateral Agreements;
provided, however, that Tower Operator’s indemnification obligations undertaken pursuant to the MPL shall remain in full force and effect in accordance with the terms and conditions of the MPL and provided further, however, that all of Tower
Operator’s obligations, and all of the Verizon Parties’ rights shall continue to apply in full force and effect, mutatis mutandis, to each such Managed MPL Site as if such site was a Leased Site under the MPL Site MLA (to the extent
still in effect with respect to such Managed MPL Site). 
  

	Section 4.	Term of Agreement. 

 (a) Term for Managed MPL Sites. Subject to Section 3(g),
as to each Managed MPL Site, the term of this Agreement (the “MPL Site Term”) shall commence on the Effective Date and shall expire on the earlier of (i) the applicable Site Expiration Date (as defined in the MPL) for
such Site if such Site is not acquired by Tower Operator pursuant to the applicable Purchase Option or (ii) the applicable Subsequent Closing Date on which such Managed MPL Site is converted to a Lease Site pursuant to Section 2.5(b) of
the Master Agreement. Notwithstanding the foregoing, however, the MPL Site Term shall terminate upon any breach by Manager under the Master Agreement, the MPL or the applicable MPL Site MLA, and which has not been cured in accordance with the
provisions outlined in such agreements. Upon the expiration of the MPL Site Term with respect to any Managed MPL Site, such Managed MPL Site shall no longer be subject to the terms and conditions of this Agreement and shall be deemed to be deleted
from Exhibit A-1 or Exhibit A-2 hereto, as applicable. For the avoidance of doubt, pursuant to the provisions of Section 3(a) of this Agreement, the applicable Site Expiration Date for each Conditional Site shall be the date that would be the
Site Expiration Date for such Site if such Conditional Site was a Lease Site as of the Initial Closing Date. 

  
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 (b) Term for Managed Sale Sites. As to each Managed Sale Site, the term of this Agreement
(the “Sale Site Term”) shall commence on the Effective Date and shall expire on the applicable Subsequent Closing Date on which such Managed Sale Site is converted to an Assignable Site pursuant to Section 2.5(b) of the
Master Agreement. Upon the expiration of the Sale Site Term with respect to any Managed Sale Site, such Managed Sale Site shall no longer be subject to the terms and conditions of this Agreement and shall be deemed to be deleted from Exhibit A-3
hereto. 
  

	Section 5.	Certain Acknowledgements and Agreements. 

 (a) Each Verizon Lessor acknowledges that it
is party to the MPL as a “Verizon Lessor” thereunder. Each Verizon Contributor acknowledges and agrees that it is a “Verizon Ground Lease Party” under and for purposes of the MPL and, without limiting in any respect the duties of
such Verizon Contributor under Section 3(a), agrees to be bound by all provisions of the MPL applicable to the Verizon Ground Lease Parties with the same force and effect, and to the same extent, as if such Verizon Contributor were a party to
the MPL in such capacity. 
 (b) Manager acknowledges and agrees that it is the Tower Operator under and for purposes of the MPL, and,
without limiting in any respect the duties of the Manager under Section 3(a), agrees to be bound by all provisions of the MPL applicable to the Tower Operator with the same force and effect, and to the same extent, as if Manager were a party to
the MPL in such capacity. 
  

	Section 6.	Counterparts. 

 This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same agreement. 
  

	Section 7.	Governing Law. 

 This Agreement shall be governed by and construed in accordance with the
laws of the State of New York (including Section 5-1401 of the New York General Obligations Law) as to all matters, including matters of validity, construction, effect, performance and remedies. 

 

	Section 8.	Entire Agreement. 

 This Agreement, the Master Agreement, the MPL, MPL Site MLA, Sale
Site MLA, Verizon Disclosure Letter, the Acquiror Disclosure Letter and the other Collateral Agreements constitute the entire agreement among the Parties with respect to the subject matter of the Agreement, and supersede all other prior agreements,
understandings, representations and warranties both written and oral, among the Parties (or any of them) with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each Party and its successors
and permitted assigns. 
  

	Section 9.	Fees and Expenses. 

 Except as otherwise expressly set forth in this Agreement, whether
the transactions contemplated by this Agreement are or are not consummated, all legal and other costs and 

  
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expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Party incurring such costs and expenses. 

 

	Section 10.	Notices. 

 All notices, requests, demands, waivers and other communications required or
permitted under this Agreement shall be in writing and shall be deemed to have been delivered (i) the next Business Day when sent overnight by a nationally recognized overnight courier service, (ii) upon transmission of an e-mail (followed
by delivery of an original via nationally recognized overnight courier service), or (iii) upon delivery when personally delivered to the receiving Party. All such notices and communications shall be sent or delivered as set forth on Schedule 10
attached hereto or to such other person(s), e-mail address or address(es) as the receiving Party may have designated by written notice to the other Party. All notices delivered by any Verizon Group Member shall be deemed to have been delivered on
behalf of all Verizon Group Members. All notices shall be delivered to the relevant Party at the address set forth on Schedule 10 attached hereto. 
  

	Section 11.	Amendment. 

 This Agreement may be amended, modified or supplemented only by written
agreement of the Parties. 
  

	Section 12.	Time of Essence. 

 Time is of the essence in this Agreement, and whenever a date or time
is set forth in this Agreement, the same has entered into and formed a part of the consideration for this Agreement. 
  

	Section 13.	Specific Performance. 

 Each Party recognizes and agrees that, in the event of any
failure or refusal by any Party to perform its obligations required by this Agreement, remedies at Law would be inadequate, and that in addition to such other remedies as may be available to it at Law, in equity or pursuant to this Agreement, each
Party may seek injunctive relief and may enforce its rights under, and the terms and provisions of, this Agreement by an action for specific performance to the extent permitted by applicable Law. Each Party hereby waives any requirement for security
or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive, mandatory or other equitable relief. Subject to Section 15, nothing contained in this Agreement shall be construed as prohibiting any
Party from pursuing any other remedies available to it pursuant to the provisions of this Agreement or applicable Law for such breach or threatened breach, including the recovery of damages. 

 

	Section 14.	Jurisdiction. 

 Each Party agrees that it shall bring any action or
proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement exclusively in the United States District Court for the Southern District of New York or any New York
State court sitting in the Borough of Manhattan, City of New York and appellate courts having jurisdiction of appeals from any of the foregoing (the “Chosen Courts”), 


  
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and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (a) irrevocably submits to the exclusive jurisdiction of the
Chosen Courts, (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto and
(d) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10 of this Agreement. 

 

	Section 15.	WAIVER OF JURY TRIAL. 

 EACH PARTY TO THIS AGREEMENT WAIVES ITS RIGHT TO A JURY TRIAL IN
ANY COURT ACTION ARISING AMONG ANY OF THE PARTIES HEREUNDER, WHETHER UNDER OR RELATING TO THIS AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTER CLAIM, THIRD-PARTY CLAIM OR OTHERWISE. 

 

	Section 16.	Assignment. 

 (a) Except as provided pursuant to Section 13.6 of the Master
Agreement with respect to any Verizon Restructuring Transaction, no Verizon Lessor may assign, sell, convey, transfer, lease, sublease, license or otherwise dispose of this Agreement with respect to the Managed MPL Sites or any of its rights, duties
or obligations under this Agreement with respect to the Managed MPL Sites in whole or in part without the consent of Manager. Any attempted assignment without the required consent shall be null and void ab initio. Nothing herein shall affect or
impair the ability of any parent company of a Verizon Lessor to sell, convey, transfer, assign or otherwise dispose of its ownership interest in such Verizon Lessor to the extent expressly permitted by Section 18(c)(iv) of the MPL. 

(b) Except as provided pursuant to Section 13.6 of the Master Agreement with respect to any Verizon Restructuring Transaction, no Verizon
Lessor may assign, sell, convey, transfer, lease, sublease, license or otherwise dispose of this Agreement with respect to the Managed Sale Sites or any of its rights, duties or obligations under this Agreement with respect to the Managed Sale Sites
in whole or in part without the consent of Manager. Any attempted assignment without the required consent shall be null and void ab initio. 

(c) Manager may assign, sell, convey, transfer, lease, sublease, license or otherwise dispose of this Agreement with respect to the Managed
Sale Sites or any of its rights, duties or obligations under this Agreement with respect to the Managed Sale Sites in whole or in part without the consent of any Verizon Contributor or Verizon Lessor. 

(d) Manager may assign, sell, convey, transfer, lease, sublease, license or otherwise dispose of this Agreement with respect to the Managed
MPL Sites or any of its rights, duties or obligations under this Agreement with respect to the Managed MPL Sites in whole or in part to the same extent as if the Managed MPL Sites were Lease Sites under the MPL. 

To the extent a Party hereto has the right to and desires to exercise an assignment or other transfer under (a), (b) or (c) above,
the Parties hereby agree to bifurcate this Agreement as may be required to give effect to such assignment or other transfer. 

  
 -11- 









	Section 17.	Effect on Other Agreements. 

 Except as expressly provided in this Agreement, no
provision of this Agreement shall in any way modify the express provisions set forth in the Master Agreement, the MPL, the MPL Site MLA or the Sale Site MLA. For the avoidance of doubt, notwithstanding any other section of this Agreement or any
other Collateral Agreement, the provisions of Section 2.10 (Tax Matters) of the Master Agreement shall govern Tax matters with respect to the transactions contemplated by this Agreement and the other Collateral Agreements. If any provision in
any other section of this Agreement or any other Collateral Agreement conflicts with the provisions of Section 2.10 (Tax Matters) of the Master Agreement, the provisions of Section 2.10 (Tax Matters) of the Master Agreement shall control.

  

	Section 18.	Collateral Agreement. 

 The Parties acknowledge and agree that this Agreement constitutes
a Collateral Agreement for purposes of the Master Agreement. 
  

	Section 19.	Severability. 

 If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of Law or public policy, the Parties hereto shall negotiate in good faith to modify this Agreement so as to (i) effect the original intent of the Parties as closely as possible and (ii) to ensure
that the economic and legal substance of the transactions contemplated by this Agreement to the Parties is not materially and adversely affected as a result of such provision being invalid, illegal or incapable of being enforced, in each case, in a
mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. If following the modification(s) to this Agreement described in the foregoing sentence, the
economic and legal substance of the transactions contemplated by this Agreement are not affected in any manner materially adverse to any Party, all other conditions and provisions of this Agreement shall remain in full force and effect. 

[Remainder of page intentionally left blank] 

  
 -12- 








 IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of
the date first above written. 
  

			
	VERIZON CONTRIBUTORS:
		
	By:		 /s/ MATTHEW D. ELLIS

	Name:		Matthew D. Ellis
	Title:		Senior Vice President, Chief Financial Officer and Treasurer, on behalf of each of the Verizon Contributors in the capacity set forth on Schedule 1


  

			
	VERIZON LESSORS:
		
	By:		 /s/ MATTHEW D. ELLIS

	Name:		Matthew D. Ellis
	Title:		Senior Vice President, Chief Financial Officer and Treasurer, on behalf of each of the Verizon Lessors in the capacity set forth on Schedule 2


 [Signature Page to Management Agreement] 







 IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of
the date first above written. 
  

			
	TOWER OPERATOR:
	
	ATC SEQUOIA LLC
		
	By:		 /s/ EDMUND DISANTO

	Name:		Edmund DiSanto
	Title:		Executive Vice President, General Counsel & Chief Administrative Officer



  
 [Signature Page to
Management Agreement] 








 Exhibit A-1 

Conditional Sites 







 Exhibit A-2 

Pre-Lease Sites 







 Exhibit A-3 

Non-Assignable Sites 







 Schedule 1 

Verizon Contributors 
  

									
	 VERIZON CONTRIBUTOR
	 	 	 	 CAPACITY OF
SIGNATORY

	Alltel Central Arkansas Cellular Limited Partnership	 		 	Alltel Central Arkansas Cellular Limited Partnership
				
		 		 	By:	 	Alltel Communications, LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Alltel Communications of Nebraska LLC	 		 	Alltel Communications of Nebraska LLC
				
		 		 	By:	 	Alltel Communications, LLC, Its Sole Member
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Alltel Communications of Saginaw MSA Limited Partnership	 		 	Alltel Communications of Saginaw MSA Limited Partnership
				
		 		 	By:	 	Alltel Communications Wireless, Inc., Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Alltel Communications Wireless, Inc.	 		 	Alltel Communications Wireless, Inc.
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Alltel Communications, LLC	 		 	Alltel Communications, LLC
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 1 









											
	 VERIZON CONTRIBUTOR
	 	 	 	 CAPACITY OF
SIGNATORY

	Cellco Partnership	 		 	Cellco Partnership
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Cellular Inc. Network Corporation	 		 	Cellular Inc. Network Corporation
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	GTE Mobilnet of California Limited Partnership	 		 	GTE Mobilnet of California Limited Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Idaho 6-Clark Limited Partnership	 		 	Idaho 6-Clark Limited Partnership
				
		 		 	By:	 	Teton Cellular of Idaho Limited Partnership, Its General Partner
					
		 		 		 	By:	 	Teton Cellular, Inc., Its General Partner
						
		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Los Angeles SMSA Limited Partnership	 		 	Los Angeles SMSA Limited Partnership
				
		 		 	By:	 	AirTouch Cellular, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 1 









									
	 VERIZON CONTRIBUTOR
	 	 	 	 CAPACITY OF
SIGNATORY

	New Par	 		 	 New Par

				
		 		 	By:	 	Verizon Wireless (VAW) LLC, Its Managing General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	New York SMSA Limited Partnership	 		 	New York SMSA Limited Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Northeast Pennsylvania SMSA Limited Partnership	 		 	Northeast Pennsylvania SMSA Limited Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Omaha Cellular Telephone Company	 		 	Omaha Cellular Telephone Company
				
		 		 	By:	 	Verizon Wireless (VAW) LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Portland Cellular Partnership	 		 	Portland Cellular Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 1 









									
	 VERIZON CONTRIBUTOR
	 	 	 	 CAPACITY OF
SIGNATORY

	Sacramento-Valley Limited Partnership	 		 	Sacramento-Valley Limited Partnership
				
		 		 	By:	 	AirTouch Cellular, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Seattle SMSA Limited Partnership	 		 	Seattle SMSA Limited Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Verizon Wireless (VAW) LLC	 		 	Verizon Wireless (VAW) LLC
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Verizon Wireless of the East LP	 		 	Verizon Wireless of the East LP
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Verizon Wireless Personal Communications LP	 		 	Verizon Wireless Personal Communications LP
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 1 








 Schedule 2 

Verizon Lessors 
  

									
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Allentown SMSA Limited Partnership	 		 	Allentown SMSA Limited Partnership
				
		 		 	By:	 	Bell Atlantic Mobile Systems of Allentown, Inc., Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Alltel Central Arkansas Cellular Limited Partnership	 		 	Alltel Central Arkansas Cellular Limited Partnership
				
		 		 	By:	 	Alltel Communications, LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Alltel Communications of Arkansas RSA #12 Cellular Limited Partnership	 		 	Alltel Communications of Arkansas RSA #12 Cellular Limited Partnership
				
		 		 	By:	 	Alltel Communications Wireless, Inc., Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Alltel Communications of LaCrosse Limited Partnership	 		 	Alltel Communications of LaCrosse Limited Partnership
				
		 		 	By:	 	Alltel Communications Wireless of Louisiana, Inc., Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









									
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Alltel Communications of Mississippi RSA #2, Inc.	 		 	Alltel Communications of Mississippi RSA #2, Inc.
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Alltel Communications of North Carolina Limited Partnership	 		 	Alltel Communications of North Carolina Limited Partnership
				
		 		 	By:	 	Alltel Communications, LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Alltel Communications of Nebraska LLC	 		 	Alltel Communications of Nebraska LLC
				
		 		 	By:	 	Alltel Communications, LLC, Its Sole Member
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Alltel Communications of Saginaw MSA Limited Partnership	 		 	Alltel Communications of Saginaw MSA Limited Partnership
				
		 		 	By:	 	Alltel Communications Wireless, Inc., Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Alltel Communications Southwest Holdings, Inc.	 		 	Alltel Communications Southwest Holdings, Inc.
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Alltel Communications Wireless of Louisiana, Inc.	 		 	Alltel Communications Wireless of Louisiana, Inc.
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









									
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Alltel Communications Wireless, Inc.	 		 	Alltel Communications Wireless, Inc.
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Alltel Communications, LLC	 		 	Alltel Communications, LLC
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Alltel Northern Arkansas RSA Limited Partnership	 		 	Alltel Northern Arkansas RSA Limited Partnership
				
		 		 	By:	 	Alltel Communications, LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Anderson CellTelCo	 		 	Anderson CellTelCo
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Athens Cellular, Inc.	 		 	 Athens Cellular, Inc.

				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Bell Atlantic Mobile of Massachusetts Corporation, Ltd.	 		 	Bell Atlantic Mobile of Massachusetts Corporation, Ltd.
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









													
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Bell Atlantic Mobile of Rochester, L.P.	 		 	Bell Atlantic Mobile of Rochester, L.P.
				
		 		 	By:	 	Upstate Cellular Network, Its General Partner
					
		 		 		 	By:	 	Cellco Partnership, Its General Partner
						
		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Binghamton MSA Limited Partnership	 		 	Binghamton MSA Limited Partnership
				
		 		 	By:	 	NYNEX Mobile of New York Limited Partnership
					
		 		 		 	By:	 	Upstate Cellular Network, Its General Partner
						
		 		 		 		 	By:	 	Cellco Partnership, Its General Partner
							
		 		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Bismarck MSA Limited Partnership	 		 	Bismarck MSA Limited Partnership
				
		 		 	By:	 	Cellular Inc. Network Corporation, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	California RSA No. 4 Limited Partnership	 		 	California RSA No. 4 Limited Partnership
				
		 		 	By:	 	Pinnacles Cellular, Inc., Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









											
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	California RSA No. 3 Limited Partnership	 		 	California RSA No. 3 Limited Partnership
				
		 		 	By:	 	Pinnacles Cellular, LLC, Its General partner
					
		 		 		 	By:	 	Pinnacles Cellular, Inc., Its Sole Member
						
		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Cellco Partnership	 		 	Cellco Partnership
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Cellular Inc. Network Corporation	 		 	Cellular Inc. Network Corporation
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Charleston-North Charleston MSA Limited Partnership	 		 	Charleston-North Charleston MSA Limited Partnership
				
		 		 	By:	 	Alltel Communications, LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Chicago SMSA Limited Partnership	 		 	Chicago SMSA Limited Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









											
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Colorado 7-Saguache Limited Partnership	 		 	Colorado 7-Saguache Limited Partnership d/b/a Verizon Wireless
				
		 		 	By:	 	Sand Dunes Cellular of Colorado Limited Partnership, its General Partner
					
		 		 		 	By:	 	CommNet Cellular, Inc., Its Managing Agent
						
		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Colorado RSA No. 3 Limited Partnership	 		 	Colorado RSA No. 3 Limited Partnership
				
		 		 	By:	 	Verizon Wireless (VAW) LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Dallas MTA, L.P.	 		 	Dallas MTA, L.P.
				
		 		 	By:	 	Verizon Wireless Texas, LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Duluth MSA Limited Partnership	 		 	Duluth MSA Limited Partnership
				
		 		 	By:	 	Verizon Wireless (VAW) LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









											
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Fayetteville MSA Limited Partnership	 		 	Fayetteville MSA Limited Partnership
				
		 		 	By:	 	Alltel Communications, LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Fresno MSA Limited Partnership	 		 	Fresno MSA Limited Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Gadsden CellTelCo Partnership	 		 	Gadsden CellTelCo Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Gila River Cellular General Partnership	 		 	Gila River Cellular General Partnership
				
		 		 	By:	 	Cellco Partnership, Its Managing General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Gold Creek Cellular of Montana Limited Partnership	 		 	Gold Creek Cellular of Montana Limited Partnership
				
		 		 	By:	 	Cellular Inc. Network Corporation, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









									
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	GTE Mobilnet of California Limited Partnership	 		 	GTE Mobilnet of California Limited Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	GTE Mobilnet of Fort Wayne Limited Partnership	 		 	GTE Mobilnet of Fort Wayne Limited Partnership
				
		 		 	By:	 	GTE Wireless of the Midwest Incorporated, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	GTE Mobilnet of Indiana Limited Partnership	 		 	GTE Mobilnet of Indiana Limited Partnership
				
		 		 	By:	 	GTE Wireless of the Midwest Incorporated, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	GTE Mobilnet of Santa Barbara Limited Partnership	 		 	GTE Mobilnet of Santa Barbara Limited Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









											
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	GTE Mobilnet of South Texas Limited Partnership	 		 	GTE Mobilnet of South Texas Limited Partnership
				
		 		 	By:	 	San Antonio MTA, L.P., Its General Partner
					
		 		 		 	By:	 	Verizon Wireless Texas, LLC, Its General Partner
						
		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	GTE Mobilnet of Terre Haute Limited Partnership	 		 	GTE Mobilnet of Terre Haute Limited Partnership
				
		 		 	By:	 	GTE Wireless of the Midwest Incorporated, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	GTE Mobilnet of Texas RSA #17 Limited Partnership	 		 	GTE Mobilnet of Texas RSA #17 Limited Partnership
				
		 		 	By:	 	San Antonio MTA, L.P., Its General Partner
					
		 		 		 	By:	 	Verizon Wireless Texas, LLC, Its General Partner
						
		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	GTE Mobilnet of Florence, Alabama Incorporated	 		 	GTE Mobilnet of Florence, Alabama Incorporated
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









											
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Idaho 6-Clark Limited Partnership	 		 	Idaho 6-Clark Limited Partnership
				
		 		 	By:	 	Teton Cellular of Idaho Limited Partnership, Its General Partner
					
		 		 		 	By:	 	Teton Cellular, Inc., Its General Partner
						
		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Idaho RSA No. 2 Limited Partnership	 		 	Idaho RSA No. 2 Limited Partnership
				
		 		 	By:	 	Verizon Wireless (VAW) LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Idaho RSA 3 Limited Partnership	 		 	Idaho RSA 3 Limited Partnership
				
		 		 	By:	 	Verizon Wireless (VAW) LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Illinois RSA 1 Limited Partnership	 		 	Illinois RSA 1 Limited Partnership
				
		 		 	By:	 	GTE Wireless of the Midwest Incorporated, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









											
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Illinois RSA 6 and 7 Limited Partnership	 		 	Illinois RSA 6 and 7 Limited Partnership
				
		 		 	By:	 	Illinois SMSA Limited Partnership, Its General Partner
					
		 		 		 	By:	 	Cellco Partnership, Its General Partner
						
		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Illinois SMSA Limited Partnership	 		 	Illinois SMSA Limited Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Indiana RSA 2 Limited Partnership	 		 	Indiana RSA 2 Limited Partnership
				
		 		 	By:	 	Verizon Wireless (VAW) LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Jackson Cellular Telephone Co., Inc.	 		 	Jackson Cellular Telephone Co., Inc.
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Kentucky RSA No. 1 Partnership	 		 	Kentucky RSA No. 1 Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









									
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Los Angeles SMSA Limited Partnership	 		 	Los Angeles SMSA Limited Partnership
				
		 		 	By:	 	AirTouch Cellular, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Michigan RSA #9 Limited Partnership	 		 	Michigan RSA #9 Limited Partnership
				
		 		 	By:	 	Alltel Communications Wireless, Inc., Managing General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Missouri RSA #15 Limited Partnership	 		 	Missouri RSA #15 Limited Partnership
				
		 		 	By:	 	Alltel Communications, LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Missouri RSA 2 Limited Partnership	 		 	Missouri RSA 2 Limited Partnership
				
		 		 	By:	 	Alltel Communications, LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Missouri RSA 4 Limited Partnership	 		 	Missouri RSA 4 Limited Partnership
				
		 		 	By:	 	Alltel Communications, LLC, Its Managing General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









									
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Modoc RSA Limited Partnership	 		 	Modoc RSA Limited Partnership
				
		 		 	By:	 	AirTouch Cellular, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Muskegon Cellular Partnership	 		 	Muskegon Cellular Partnership
				
		 		 	By:	 	Verizon Wireless (VAW) LLC, Its Managing Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	North Central RSA 2 of North Dakota Limited Partnership	 		 	North Central RSA 2 of North Dakota Limited Partnership
				
		 		 	By:	 	CommNet Cellular, Inc., Its Managing Agent
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	New Hampshire RSA 2 Partnership	 		 	New Hampshire RSA 2 Partnership
				
		 		 	By:	 	Cellco Partnership, Its Managing General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	New Mexico RSA 3 Limited Partnership	 		 	New Mexico RSA 3 Limited Partnership
				
		 		 	By:	 	Verizon Wireless (VAW) LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









											
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	New Mexico RSA 6-I Partnership	 		 	New Mexico RSA 6-I Partnership
				
		 		 	By:	 	Verizon Wireless (VAW) LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	New Par	 		 	New Par
				
		 		 	By:	 	Verizon Wireless (VAW) LLC, Its Managing General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	New York RSA No. 3 Cellular Partnership	 		 	New York RSA No. 3 Cellular Partnership
				
		 		 	By:	 	Upstate Cellular Network, Its General Partner
					
		 		 		 	By:	 	Cellco Partnership, Its General Partner
						
		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	New York SMSA Limited Partnership	 		 	New York SMSA Limited Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









									
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	North Dakota RSA No. 3 Limited Partnership	 		 	North Dakota RSA No. 3 Limited Partnership
				
		 		 	By:	 	Verizon Wireless (VAW) LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Northeast Pennsylvania SMSA Limited Partnership	 		 	Northeast Pennsylvania SMSA Limited Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Northern New Mexico Limited Partnership	 		 	Northern New Mexico Limited Partnership
				
		 		 	By:	 	Cellular Inc. Network Corporation, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Northwest Arkansas RSA Limited Partnership	 		 	Northwest Arkansas RSA Limited Partnership
				
		 		 	By:	 	Alltel Communications, LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Northwest Dakota Cellular of North Dakota Limited Partnership	 		 	Northwest Dakota Cellular of North Dakota Limited Partnership d/b/a Verizon Wireless
				
		 		 	By:	 	CommNet Cellular, Inc., Its Managing Agent
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









											
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	NYNEX Mobile Limited Partnership 1	 		 	NYNEX Mobile Limited Partnership 1
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	NYNEX Mobile of New York, L.P.	 		 	NYNEX Mobile of New York, L.P.
				
		 		 	By:	 	Upstate Cellular Network, Its General Partner
					
		 		 		 	By:	 	Cellco Partnership, Its General Partner
						
		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Omaha Cellular Telephone Company	 		 	Omaha Cellular Telephone Company
				
		 		 	By:	 	Verizon Wireless (VAW) LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Orange County-Poughkeepsie Limited Partnership	 		 	Orange County-Poughkeepsie Limited Partnership
				
		 		 	By:	 	Verizon Wireless of the East LP, Its General Partner
					
		 		 		 	By:	 	Cellco Partnership, Its General Partner
						
		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









													
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Pennsylvania RSA 1 Limited Partnership	 		 	Pennsylvania RSA 1 Limited Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Pennsylvania 3 Sector 2 Limited Partnership	 		 	Pennsylvania 3 Sector 2 Limited Partnership
				
		 		 	By:	 	NYNEX Mobile of New York, L.P., Its General Partner
					
		 		 		 	By:	 	Upstate Cellular Network, Its General Partner
						
		 		 		 		 	By:	 	Cellco Partnership, Its General Partner
							
		 		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Pennsylvania 4 Sector 2 Limited Partnership	 		 	Pennsylvania 4 Sector 2 Limited Partnership
				
		 		 	By:	 	NYNEX Mobile of New York, L.P., Its General Partner
					
		 		 		 	By:	 	Upstate Cellular Network, Its General Partner
						
		 		 		 		 	By:	 	Cellco Partnership, Its General Partner
							
		 		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Pennsylvania RSA No. 6 (II) Limited Partnership	 		 	Pennsylvania RSA No. 6 (II) Limited Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









											
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Pittsfield Cellular Telephone Company	 		 	Pittsfield Cellular Telephone Company
				
		 		 	By:	 	Cellco Partnership, Its Managing General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Portland Cellular Partnership	 		 	Portland Cellular Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Redding MSA Limited Partnership	 		 	Redding MSA Limited Partnership
				
		 		 	By:	 	Sacramento-Valley Limited Partnership, Its General Partner
					
		 		 		 	By:	 	AirTouch Cellular, Its General Partner
						
		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Rockford MSA Limited Partnership	 		 	Rockford MSA Limited Partnership
				
		 		 	By:	 	GTE Wireless of the Midwest Incorporated, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









									
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	RSA 7 Limited Partnership	 		 	RSA 7 Limited Partnership
				
		 		 	By:	 	Verizon Wireless (VAW) LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Rural Cellular Corporation	 		 	Rural Cellular Corporation
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Sacramento-Valley Limited Partnership	 		 	Sacramento-Valley Limited Partnership
				
		 		 	By:	 	AirTouch Cellular, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	San Antonio MTA, L.P.	 		 	San Antonio MTA, L.P.
				
		 		 	By:	 	Verizon Wireless Texas, LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Seattle SMSA Limited Partnership	 		 	Seattle SMSA Limited Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









											
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Sioux City MSA Limited Partnership	 		 	Sioux City MSA Limited Partnership
				
		 		 	By:	 	Cellular Inc. Network Corporation, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Southern Indiana RSA Limited Partnership	 		 	Southern Indiana RSA Limited Partnership
				
		 		 	By:	 	GTE Wireless of the Midwest Incorporated, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Southwestco Wireless, L.P.	 		 	Southwestco Wireless, L.P.
				
		 		 	By:	 	Southwestco Wireless, Inc., Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Syracuse SMSA Limited Partnership	 		 	Syracuse SMSA Limited Partnership
				
		 		 	By:	 	Upstate Cellular Network, Its General Partner
					
		 		 		 	By:	 	Cellco Partnership, Its General Partner
						
		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









									
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Texas RSA 7B2 Limited Partnership	 		 	Texas RSA 7B2 Limited Partnership d/b/a Verizon Wireless
				
		 		 	By:	 	Alltel Communications, LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Texas RSA #11B Limited Partnership	 		 	Texas RSA #11B Limited Partnership
				
		 		 	By:	 	Alltel Communications, LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Topeka Cellular Telephone Company, Inc.	 		 	Topeka Cellular Telephone Company, Inc.
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Tuscaloosa Cellular Partnership	 		 	Tuscaloosa Cellular Partnership
				
		 		 	By:	 	Cellco Partnership, Its Managing General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Tyler/Longview/Marshall MSA Limited Partnership	 		 	Tyler/Longview/Marshall MSA Limited Partnership
				
		 		 	By:	 	Alltel Communications, LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









											
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Upstate Cellular Network	 		 	Upstate Cellular Network
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Verizon Wireless (VAW) LLC	 		 	Verizon Wireless (VAW) LLC
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Verizon Wireless of the East LP	 		 	Verizon Wireless of the East LP
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Vermont RSA Limited Partnership	 		 	Vermont RSA Limited Partnership
				
		 		 	By:	 	NYNEX Mobile Limited Partnership1, Its General Partner
					
		 		 		 	By:	 	Cellco Partnership, Its General Partner
						
		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Virginia RSA 2 Limited Partnership	 		 	Virginia RSA 2 Limited Partnership
				
		 		 	By:	 	Alltel Communications, LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









											
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Virginia RSA 5 Limited Partnership	 		 	Virginia RSA 5 Limited Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Verizon Wireless Personal Communications LP	 		 	Verizon Wireless Personal Communications LP
				
		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Verizon Wireless Tennessee Partnership	 		 	Verizon Wireless Tennessee Partnership
				
		 		 	By:	 	Cellco Partnership, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Wasatch Utah RSA No. 2 Limited Partnership	 		 	Wasatch Utah RSA No. 2 Limited Partnership
				
		 		 	By:	 	Verizon Wireless (VAW) LLC, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Wisconsin RSA #1 Limited Partnership	 		 	Wisconsin RSA #1 Limited Partnership
				
		 		 	By:	 	Alltel Wireless of Wisconsin RSA #1, LLC, its Managing Partner
					
		 		 		 	By:	 	Alltel Communications Wireless of Louisiana, Inc., Its Sole Member
						
		 		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









									
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Wisconsin RSA #2 Partnership	 		 	Wisconsin RSA #2 Partnership
				
		 		 	By:	 	Alltel Communications Wireless of Louisiana, Inc., Its Managing Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Wisconsin RSA #6 Partnership, LLP	 		 	Wisconsin RSA #6 Partnership, LLP
				
		 		 	By:	 	Alltel Communications Wireless of Louisiana, Inc., Its Managing Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	Wisconsin RSA No. 8 Limited Partnership	 		 	Wisconsin RSA No. 8 Limited Partnership
				
		 		 	By:	 	Alltel Communications Wireless of Louisiana, Inc., Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer
			
	WWC Texas RSA LLC	 		 	WWC Texas RSA LLC
				
		 		 	By:	 	Alltel Communications, LLC, Its Managing Member
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 









									
	 VERIZON LESSOR
	 	 	 	 CAPACITY OF SIGNATORY

	Wyoming 1-Park Limited Partnership	 		 	Wyoming 1-Park Limited Partnership
				
		 		 	By:	 	Cellular Inc. Network Corporation, Its General Partner
					
		 		 		 	By:	 	Matthew D. Ellis, Senior Vice President, Chief Financial Officer and Treasurer


  
 Schedule 2 








 Schedule 10 

Notice 
 If to any Verizon
Contributor or Verizon Lessor, to: 
 Verizon Wireless 
 Attn:
Network Real Estate 
 180 Washington Valley Road 
 Bedminster,
NJ 07920 
 with a copy to: 
 S. Kendall Butterworth 

Associate General Counsel 
 Verizon Wireless 

One Verizon Place 
 MC-GA1B3LGL 

Alpharetta, GA 30004 
 kendall.butterworth@verizonwireless.com

 and a copy (including a copy of any notice of default or an event of default) to: 

Philip. R. Marx 
 Vice President and Associate General Counsel -
Strategic Transactions 
 Verizon 
 One Verizon Way, VC54S404

 Basking Ridge, NJ 07920 
 E-mail address:
philip.r.marx@verizon.com 
 and a copy (including a copy of any notice of default or an event of default) to: 

Gregory A. Gorospe 
 Jones Day 

325 John H. McConnell Blvd. 
 Columbus, Ohio 43215 

E-mail address: gregory.gorospe@jonesday.com 







 If to Tower Operator, to: 

ATC Sequoia LLC 
 c/o American Tower Corporation 

116 Huntington Avenue, 11th Floor 
 Boston, MA 02116 

Attn: General Counsel 
 ATC Sequoia LLC 

c/o American Tower Corporation 
 10 Presidential Way 

Woburn, MA 01801 
 Attn: Contracts Manager 

ATC Sequoia LLC 
 c/o American Tower Corporation 

10 Presidential Way 
 Woburn, MA 01801 

Attn: Verizon Portfolio Group 
 and a copy (including a copy of
any notice of default or an event of default) to: 
 ATC Sequoia LLC 

c/o American Tower Corporation 
 10 Presidential Way 

Woburn, MA 01801 
 Attn: Vice President - Legal 

and a copy of any notice given pursuant to Section 28 of the MPL, or Section 24 of the MPL Site MLA or Sale Site MLA to: 

American Tower Corporation 
 3500 Regency Parkway 

Suite 100 
 Cary NC 27518 

Attention: NOC 
 along with telephonic notice of any such MPL
Section 28 of the MPL, or Section 24 of the MPL Site MLA or Sale Site MLA notice at: 
 1-877-518-6937 Option 0 

  
 Schedule 2