EXHIBIT
10.3


 


ADDENDUM VII

TO SPRINT PCS MANAGEMENT AGREEMENT


 


Dated as of July 31, 2003


 


Manager:                                                                                          UbiquiTel Operating Company


 


Service Areas:


BTA No.   15                          Anderson, IN (partial)


BTA No.   28                          Bakersfield, CA


BTA No.   47                          Bloomington-Bedford, IN


BTA No.   50                          Boise-Nampa, ID


BTA No.   52                          Bowling Green-Glasgow, KY


BTA No.   79                          Chico-Oroville, CA


BTA No.   81                          Cincinnati, OH (partial)


BTA No.   83                          Clarksville, TN-Hopkinsville, KY


BTA No.   93                          Columbus, IN


BTA No. 134                         Eureka, CA


BTA No. 135                         Evansville, IN


BTA No. 157                         Fresno, CA


BTA No. 202                         Idaho Falls, ID


BTA No. 204                         Indianapolis, IN (partial)


BTA No. 245                         Las Vegas, NV (partial)


BTA No. 250                         Lewiston-Moscow, ID


BTA No. 258                         Logan, UT


BTA No. 263                         Louisville, KY (partial)


BTA No. 273                         Madisonville, KY


BTA No. 291                         Merced, CA


BTA No. 303                         Modesto, CA


BTA No. 338                         Owensboro, KY


BTA No. 339                         Paducah-Murray-Mayfield, KY


BTA No. 353                         Pocatello, ID


BTA No. 365                         Provo-Orem, UT (partial)


BTA No. 371                         Redding, CA


BTA No. 372                         Reno, NV


BTA No. 373                         Richmond, IN


BTA No. 389                         Sacramento, CA (partial)


BTA No. 392                         St. George, UT


BTA No. 399                         Salt Lake City-Ogden, UT (partial)


BTA No. 425                         Spokane, WA


BTA No. 434                         Stockton, CA


BTA No. 442                         Terre Haute, IN (partial)


BTA No. 451                         Twin Falls, ID


BTA No. 457                         Vincennes-Washington, IN


BTA No. 458                         Visalia-Porterville-Hanford, CA


BTA No. 485                         Yuba City-Marysville, CA (partial)


 


1

















 


This Addendum VII (this “Addendum”) contains certain
additional and supplemental terms and provisions to that certain Sprint PCS
Management Agreement entered into as of October 15, 1998, by UbiquiTel L.L.C.
(but subsequently transferred to UbiquiTel Operating Company) (the “Manager”),
Sprint Spectrum L.P., WirelessCo, L.P. and Sprint Communications Company, L.P.,
as amended by that certain Addendum I, entered into as of October 15, 1998,
that certain Addendum II, entered into as of December 28, 1999, that certain
Addendum III, entered into as of February 14, 2000, that certain Addendum IV,
entered into as of April 5, 2000, that certain Addendum V, entered into as of
June 6, 2000, and that certain Addendum VI entered into as of February 21, 2001
(as amended, the “Management Agreement”).


 


The terms and provisions of this Addendum control,
supersede and amend any conflicting terms and provisions contained in the
Management Agreement.  Except for
express modifications made in this Addendum, the Management Agreement continues
in full force and effect.


 


Capitalized terms used and not otherwise defined in
this Addendum have the meanings ascribed to them in the Management
Agreement.  Section and Exhibit
references in this Addendum are to Sections and Exhibits of the Management
Agreement unless otherwise noted.


 


The parties agree that the Management Agreement is
modified as follows:


 


1.                                       Deletion
of BTAs from Service Area.   The BTA
No. 41 Billings, MT, BTA No. 53 Bozeman, MT, BTA
No.64 Butte, MT, BTA No. 171 Great Falls, MT, BTA No. 188 Helena, MT, BTA No. 224 Kalispell, MT, and BTA No. 300 Missoula,
MT are deleted from the Service Area (“Deleted BTAs) and the Deleted
BTAs are deleted from the Service Area Network.  The attached Service Area Exhibit supersedes and replaces all
prior Service Area Exhibits.  Within 14
days after the date that both parties sign this Addendum, Manager must deliver
to Sprint PCS all site acquisition materials in Manager’s or its contractor’s
possession relating to the Deleted BTAs, including, without limitation,
studies, reports, surveys, title reports, governmental permits and approvals
and plans.


 


2.                                      Revised
Build-out Plan. Exhibit 2.1 attached to this Addendum, 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 attached
Build-out Plan Description, Build-out Plan Table and Build-out Plan Maps,
collectively.


 


2

















 


3.                                       Restricted
Markets. Exhibit 2.4 attached to this Addendum is the current Sprint Local
Exchange Carrier Restricted Markets Table and Map and supersedes and replaces
all prior Exhibits 2.4.


 


 


[the remainder of this page was intentionally left blank]


 


 


3

















 


The parties have executed this Addendum on the date first written
above.


 


	
   

  	
   

  	
   

  	
   

  	
  UBIQUITEL OPERATING COMPANY

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Dean E. Russell

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief Operating Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SPRINT SPECTRUM L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   Thomas E. Mateer,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   Vice President –
  Affiliations, PLS & ICS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WIRELESSCO, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   Thomas E. Mateer,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   Vice President –
  Affiliations, PLS & ICS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SPRINT TELEPHONY PCS,
  L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   Thomas E. Mateer,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   Vice President –
  Affiliations, PLS & ICS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SPRINT PCS LICENSE,
  L.L.C.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   Thomas E. Mateer,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   Vice President –
  Affiliations, PLS & ICS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SPRINT COMMUNICATIONS
  COMPANY, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Mike Goff

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President – Brand
  Management

  
								



 


Addendum VII


 


S-I

















 


SERVICE
AREA EXHIBIT


 


	
  BTA#

  	
   

  	
  BTA Name

  	
   

  	
  Spectrum 

  Block

  	
   

  	
  License
  Holder

  
	
  15

  	
   

  	
  Anderson, IN (partial)

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  28

  	
   

  	
  Bakersfield, CA

  	
   

  	
  A

  	
   

  	
  Sprint
  PCS License, L.L.C.

  
	
  47

  	
   

  	
  Bloomington-Bedford, IN

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  50

  	
   

  	
  Boise-Nampa, ID

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  52

  	
   

  	
  Bowling Green-Glasgow, KY

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  79

  	
   

  	
  Chico-Oroville, CA

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  81

  	
   

  	
  Cincinnati, OH (partial)

  	
   

  	
  D

  	
   

  	
  SprintCom,
  Inc.

  
	
  83

  	
   

  	
  Clarksville, TN-Hopkinsville, KY

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  93

  	
   

  	
  Columbus, IN

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  134

  	
   

  	
  Eureka, CA

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  135

  	
   

  	
  Evansville, IN

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  157

  	
   

  	
  Fresno, CA

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  202

  	
   

  	
  Idaho Falls, ID

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  204

  	
   

  	
  Indianapolis, IN (partial)

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  245

  	
   

  	
  Las Vegas, NV (partial)

  	
   

  	
  A

  	
   

  	
  Sprint
  PCS License, L.L.C.

  
	
  250

  	
   

  	
  Lewiston-Moscow, ID

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  258

  	
   

  	
  Logan, UT

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  263

  	
   

  	
  Louisville, KY (partial)

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  273

  	
   

  	
  Madisonville, KY

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  291

  	
   

  	
  Merced, CA

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  303

  	
   

  	
  Modesto, CA

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  338

  	
   

  	
  Owensboro, KY

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  339

  	
   

  	
  Paducah-Murray-Mayfield, KY

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  353

  	
   

  	
  Pocatello, ID

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  365

  	
   

  	
  Provo-Orem, UT (partial)

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  371

  	
   

  	
  Redding, CA

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  372

  	
   

  	
  Reno, NV

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  373

  	
   

  	
  Richmond, IN

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  389

  	
   

  	
  Sacramento, CA (partial)

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  392

  	
   

  	
  St. George, UT

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  399

  	
   

  	
  Salt Lake City – Ogden, UT (partial)

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  425

  	
   

  	
  Spokane, WA

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  434

  	
   

  	
  Stockton, CA

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  442

  	
   

  	
  Terre Haute, IN (partial)

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  451

  	
   

  	
  Twin Falls, ID

  	
   

  	
  B

  	
   

  	
  WirelessCO,
  LP

  
	
  457

  	
   

  	
  Vicennes-Washington, IN

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  458

  	
   

  	
  Visalia-Porterfield-Hanford, CA

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  
	
  485

  	
   

  	
  Yuba City, CA (partial)

  	
   

  	
  A

  	
   

  	
  WirelessCO,
  LP

  



 


7/10/2003