Exhibit 10.1


 



Execution Version







 





ADDENDUM XXI


TO


SPRINT PCS MANAGEMENT AGREEMENT


 


	Manager:	Shenandoah Personal Communications, LLC
	 	 
	Service Area:	Altoona, PA BTA #12



 


Beckley, WV BTA #35


Bluefield, WV BTA #48


Charleston, WV BTA #73


Charlottesville, VA BTA #75


Clarksburg—Elkins, WV #82


 


Cumberland, MD BTA #100


Danville, VA BTA #104


Fairmont, WV BTA #137


Fredericksburg, VA (portions of Spotsylvania Co., VA
only) BTA #156


Hagerstown, MD-Chambersburg, PA-Martinsburg, WV BTA #179


Harrisburg, PA BTA #181


Harrisonburg, VA BTA #183


Huntington, WV--Ashland, KY BTA #197


Kingsport, TN – Johnson City, TN – Bristol,
TN-VA (Lee Co., VA; Wise Co., VA; Norton City, VA; Dickenson Co., VA; Russell Co., VA only) BTA #229


Lancaster, PA BTA #240


Lexington, KY (Menifee Co., KY; Morgan Co., KY; Powell
Co., KY; Wolfe Co., KY; Magoffin Co., KY; Estill Co., KY; Lee Co., KY; Breathitt Co., KY; Jackson Co., KY; Owsley Co., KY; Leslie
Co., KY; Perry Co., KY; Knott Co., KY only) BTA #252


Logan, WV BTA #259


Lynchburg, VA BTA #266


Martinsville, VA BTA #284


Middlesboro – Harlan, KY (Harlan Co., KY; Letcher
Co., KY only) BTA #295


Morgantown, WV BTA #306


Parkersburg, WV BTA #342


Portsmouth, OH BTA #359


Richmond, VA (Louisa Co., VA; portions of Goochland Co.,
VA; Cumberland Co., VA; Powhatan Co., VA; Amelia Co., VA; Prince Edward Co., VA; Nottoway Co., VA; Charlotte Co.; VA; Lunenburg
Co., VA; portions of Brunswick Co., VA; and portions of Mecklenburg Co., VA only) BTA #374


Roanoke, VA BTA #376


Staunton--Waynesboro, VA BTA #430


 






     


     

    

 


Washington, DC (Jefferson Co., WV; Rappahannock Co.,
VA, and Culpeper Co., VA only) BTA#461


Williamson, WV-Pikeville, KY BTA #474 


Winchester, VA BTA #479


York-Hanover, PA BTA #483


 


This Addendum XXI, dated as of February 1, 2018,
contains certain additional and supplemental terms and provisions to that certain Sprint PCS Management Agreement and the Sprint
PCS Services Agreement, each entered into as of November 5, 1999, by the same parties as this Addendum (or their predecessors in
interest). The Management Agreement and the Services Agreement were previously amended by Addenda I-XX (as so amended, the “Management
Agreement” and the “Services Agreement,” respectively). The terms and provisions of this Addendum control, supersede
and amend any conflicting terms and provisions contained in the Management Agreement and the Services Agreement. Except for express
modifications made in this Addendum, the Management Agreement and the Services Agreement continue in full force and effect.





 


Horizon Personal Communications, LLC, an Ohio
limited liability company (“Horizon”), became a party to the Management Agreement and the Services Agreement by entering
into Addendum XX. Effective July 1st, 2017, Horizon was merged into SprintCom, Inc., a Kansas corporation and an existing
party to the Management Agreement and the Services Agreement.





 


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


 


This Addendum is effective on the date written
above (the “Effective Date”).


 


On the Effective Date, the parties agree as
follows:


 


		1.	Amounts Payable by Manager. The last paragraph of Section 1.1 of the Management Agreement
is amended to read as follows:



 


Subject to the terms and conditions of this Agreement,
including, without limitation, Sections 1.9, 9.5 and 12.1.2, Sprint PCS has the right to unfettered access to the Service Area
Network to be constructed by Manager under this Agreement. Except with respect to the payment obligations under Sections 1.4, 1.9.2,
1.10, 3.1.7, 3.8, 4.4, 9.3, 10.2, 10.4, 10.5, 10.6, 10.8, 10.9, 12.1.2 and Article XIII of this Agreement, Sections 2.1.1(d), 2.1.2(b),
3.2, 3.3, 3.4, 5.1.2, 3.5 and Article VI of the Services Agreement and any payments arising as a result of any default of the parties’
obligations under this Agreement and the Services Agreement, any payments arising from the exercise of a purchase option by either
party, the Fee Based on Billed Revenue described in Section 10.2.1 of this Agreement, the Prepaid Management Fee described in Section
10.2.7.3 of this Agreement, the LTE Fee described in Section 10.2.7.4 of this Agreement, the Command Center Fee described in Section
10.2.7.5 of this Agreement and the Net Service Fee, the Prepaid CPGA Fee, Prepaid CCPU Fees and LTE Data Core Services Fee described
in the Services Agreement, the amounts payable by Manager under Sections 5, 15 and 24 of Addendum XVIII to the Management Agreement,
the amounts payable under Sections 7, 8 and 11 of Addendum XX, and the amounts payable under Sections 6 and 7 of Addendum XXI will
constitute the only payments between the parties under the Management Agreement, the Services Agreement and the Trademark License
Agreements.


 






    	2



     

    

 


		2.	Service Area. On the Closing Date, as defined in that certain Expansion Agreement, of even
date herewith among Sprint Spectrum L.P., SprintCom, Inc. and Manager (“Expansion Agreement”), the Service Area is
hereby expanded to include the area described in the attached Exhibit A (the “Second Expansion Area”).



 


		3.	Build Out Area. On the Closing Date, the current Build Out Plan Table, Build Out Plan Description
and Build Out Plan Map attached as Schedule 2.1 to the Management Agreement are amended to include the Build Out Plan Table, Build
Out Plan Description and Build Out Plan Map described in the attached Exhibit B. Manager will, at its sole cost and expense, update,
configure and thereafter maintain and support the Second Expansion Area as part of the Service Area Network (including enabling
and providing the use of 2.5 GHz spectrum technology and services) in accordance with (a) the attached Build Out Plan Table, Build
Out Plan Description and Build Out Plan Map, (b) all Program Requirements adopted by Sprint PCS, and (c) all applicable federal
and local laws and regulations (the “Second Expansion Update”). Manager will use its best efforts to complete the Second
Expansion Update by 12/31/2020 or sooner if required due to license requirements (the “Second Target Completion Date”),
it being understood that matters that are not within the reasonable control of Manager, including, without limitation, availability
of equipment and determinations of governmental authorities with respect to zoning and land use, but excluding financial inability,
may affect Manager’s ability to complete the build out of the Expansion Area by the Target Completion Date. If Manager fails
to complete the build out of the Second Expansion Area by the Target Completion Date, it will continue to use best efforts to achieve
completion as soon as practicable thereafter. Manager’s build out obligations in the Second Expansion Area are in addition
to Manager’s build out obligations described in Addendum XVIII and Addendum XX.



 


		4.	Spectrum.  On the Closing Date, Sprint PCS will make available to Manager in the Second
Expansion Area the wireless spectrum in the Second Expansion Area that is licensed to Sprint PCS or a Related Party of Sprint PCS,
subject to any applicable regulatory approvals or licensee consent. The Exhibit D associated with Section 2.3(a) of the Management
Agreement pursuant to Section 5 of Addendum XX is hereby deleted in its entirety and replaced with the attached Exhibit D.



 


		5.	Waiver. The build out obligations set forth in Section 3 of this Addendum supersede any
contrary provisions in the Management Agreement and, to the extent applicable, Manager hereby specifically waives any rights under
Sections 2.5 and 9.3 of the Management Agreement to decline to implement changes to Program Requirements associated with the build
out obligations described in Section 3 of this Addendum. It is understood and agreed that although the provisions of Section 2.5
and 9.3 of the Management Agreement are waived with respect to the build out obligations set forth in Section 3 of this Addendum,
other changes to Program Requirements not relating to such build out obligations will be subject to Section 2.5 and 9.3 of the
Management Agreement, to the extent applicable.



 






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		6.	Management and Service Fees. As of the Closing Date, the fees and credits relating to existing
and future Sprint PCS Customers in the Second Expansion Area will be settled in accordance with the Management Agreement (including
specifically Section 10 of the Management Agreement) and Manager will pay Sprint Spectrum L.P. for services in accordance with
the Services Agreement (including specifically Section 3 of the Services Agreement). Sprint PCS and Manager agree that any Fee
Based on Billed Revenue and Prepaid Management Fee attributable to the Second Expansion Area will be included in the “Sprint
Monthly Retainage Amount” (as defined in Section 2.1 of the Master Agreement), though Sprint PCS specifically reserves the
right to exclude any Fee Based on Billed Revenue and Prepaid Management Fee attributable to any future expansions (if any) of the
Service Area from the Sprint Monthly Retainage Amount.



 


		7.	LTE Date Core Services Fee. Manager is required to pay a LTE Data Core Services Fee for
existing Sprint PCS Subscribers with a Manager LTE Device in the Expansion Area on the Closing Date and for Sprint PCS Subscribers
with a Manager LTE Device added in the Second Expansion Area after the Closing Date. Payment of the LTE Data Core Services Fee
for the Sprint PCS Subscribers with a Manager LTE Device described in the preceding sentence will be made as part of the annual
reconciliation of the LTE Data Core Services Fee.



 


		8.	Miscellaneous Acknowledgements. The Monthly Inter-Service Area Payment for the initial three
year period ending on December 31, 2018 is not changed by the addition of the Second Expansion Area to the Service Area.



 


		9.	Competing Transaction.  The fourth paragraph of Section 2.3(d)(ii) of the Management Agreement
(which commences with a sentence providing “If Sprint PCS and Manager have not negotiated a mutually acceptable addendum
within such 90 day period...”) is hereby deleted and replaced with the following:



 


If Sprint PCS and Manager have not negotiated a mutually
acceptable addendum within such 90 day period, then for a period of 60 days thereafter, Sprint PCS has and may elect to exercise
an option to purchase the Operating Assets on the same terms and conditions and utilizing the same process and schedule available
to Sprint PCS under Section 11.6.1 of the Agreement upon an Event of Termination by providing written notice to Manager; provided
that the amount paid to Manager for the Operating Assets shall be 90% of the Entire Business Value; unless the Competing Transaction
occurs (A) within five years following the Effective Date of Addendum XX, with respect to the Expansion Area, or (B) within five
years following the Effective Date of Addendum XXI, with respect to the Second Expansion Area, in which case Manager will create
a pro forma income statement for the Expansion Area and/or the Second Expansion area, as applicable, for the calendar year in which
the option to purchase the Operating Assets occurs based on actual revenue and expenses relating to the Expansion Area and/or the
Second Expansion Area, respectively (or if the amount of actual revenue and expenses cannot be determined, estimated revenues and
expenses based on Manager’s averages) to determine the pro forma EBITDA for the Expansion Area (the “Expansion Area
EBITDA”) and/or the Second Expansion Area (the “Second Expansion Area EBITDA), as the case may be, for that calendar
year. If 90% multiplied by the product of the Expansion Area EBITDA and/or the Second Expansion Area EBITDA, as the case may be,
and the average of the multiples used by the three appraisers that value the Enterprise Business Value (such product, the “EBITDA
Value”) is less than the net book value of the Operating Assets in the Expansion Area or the Second Expansion Area (determined
in a manner consistent with that used by Manager in preparing its financial statements), as the case may be, then Manager will
receive Manager’s net book value of the Operating Assets in the Expansion Area and/or the Second Expansion Area, plus 90%
of the Entire Business Value excluding the Expansion Area and the Second Expansion Area. For avoidance of doubt, if 90% of the
EBITDA Value is equal to or greater than the net book value of the Operating Assets in the Expansion Area and the Second Expansion
Area, Manager will receive 90% of the Entire Business Value.


 









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General Provisions


 


		10.	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.



 


		11.	Reaffirmation of Sprint Agreements. Each of the undersigned reaffirms in their entirety,
together with their respective rights and obligations thereunder, the Management Agreement, the Services Agreement, the Trademark
and Service Mark License Agreements, and the Schedule of Definitions (as defined in the Management Agreement).



 


		12.	Counterparts. This Addendum may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but one agreement.



 


 


 


 


 


 








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IN WITNESS WHEREOF, the parties hereto have
caused this Addendum to be executed as of the date first above written.


 


 





	 	 	SHENANDOAH PERSONAL 

COMMUNICATIONS, LLC
	 	 	 
	 	 	By: 	 
	 	 	Name: 	Christopher E. French
	 	 	Title:	President and CEO
	 	 	 
	 	 	SPRINT SPECTRUM L.P.
	 	 	 
	 	 	By: 	 
	 	 	Name:  	Kevin Crull
	 	 	Title:	Chief Strategy Officer
	 	 	 
	 	 	SPRINT COMMUNICATIONS COMPANY, L.P.
	 	 	 
	 	 	By: 	 
	 	 	Name: 	Kevin Crull
	 	 	Title:	Chief Strategy Officer
	 	 	 
	 	 	SPRINTCOM, INC.
	 	 	 
	 	 	By:	 
	 	 	Name: 	Kevin Crull
	 	 	Title: 	Chief Strategy Officer



 


 





 



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Exhibit A


Addendum XXI Second Expansion Area


 


	Complete BTA	BTA	BTA Name	State	Counties
	 	 	 	 	 
	No	156	Fredericksburg, VA	VA	Spotsylvania (Brokenburg Rate Center Only)
	No	229	Kingsport, TN-Johnson City, TN- Bristol, TN-VA	VA	Lee
	 
	Wise
	Norton City
	Dickenson
	 
	Russell
	 
	 
	No	252	Lexington, KY	KY	 
	 
	 
	 
	Menifee
	Morgan
	Powell
	Wolfe
	Magoffin
	Estill
	Lee
	Breathitt
	Jackson
	Owsley
	Leslie
	Perry
	Knott
	Yes	240	Lancaster, PA	PA	Lancaster
	Yes	259	Logan, WV	WV	Logan
	Yes	295	Middlesboro – Harlan, KY	KY	Letcher
	KY	Harlan
	 	 


 






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	Complete BTA	BTA	BTA Name	State	Counties
	No	374	Richmond – Petersburg, VA	VA	Louisa
	Goochland (Fife and Goochland Rate Centers Only)
	Cumberland
	Powhatan
	Amelia
	Prince Edward
	Nottoway
	Charlotte
	Lunenburg
	Brunswick (Kenbridge Rate Center Only)
	Mecklenburg (Chase City, Boydton, Eppes Fork and Clarksville Rate Centers Only)
	No	461	Washington, DC**	VA	Rappahannock
	VA	Culpeper
	Yes	474	Williamson, WV – Pikeville, KY	KY	Johnson
	KY	Martin
	KY	Floyd
	KY	Pike
	WV	Mingo


 


**Addendum XXI adds two Virginia counties in BTA 461 to the
Service Area. Jefferson County, WV, which is also part of BTA 461, was part of the original Service Area.


 


 




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Exhibit B


Build-out Plan Table


 


Table 1: Integration of Expansion Area: Manager will maintain the coverage area
of the 109 Sprint sites in the Second Expansion Area as identified in Exhibit A, which includes upgrading 39 existing Sprint sites.
Manager will add 120 new coverage sites. Coverage shall be maintained as it exists and upgraded to support the 1900 MHz and 800
MHz spectrum ranges as detailed in the Build Out Plan Description, Table and Map.


 


	Service Area	Integration Plan
	Complete BTA	BTA	BTA Name	State	Partial BTA County	Sprint Sites to Maintain	Sprint Sites to Upgrade	New Shentel Sites to Build
	 	 	 	 	 	 	 	 
	No	156	Fredericksburg, VA	VA	 	1	0	2
	No	229	Kingsport, TN-Johnson City, TN- Bristol, TN-VA	VA, TN	 	0	0	20
	No	252	Lexington, KY	KY	 	0	0	0
	Yes	240	Lancaster, PA	PA	 	26	27	25
	Yes	259	Logan, WV	WV	 	0	1	7
	Yes	295	Middlesboro – Harlan, KY	KY	 	0	0	0
	No	374	Richmond – Petersburg, VA	VA	 	30	4	53
	No	461	Washington, DC**	VA	 	11	3	10
	Yes	474	Williamson, WV – Pikeville, KY	KY, WV	 	0	4	3
	 	75	Charlottesville, VA^	VA	 	1	0	0
	 	479	Winchester, VA^	VA	 	1	0	0
	 	 	 	 	 	70	39	120


 


**Addendum XXI adds two Virginia counties in BTA 461 to the Service Area. Jefferson
County, WV, which is also part of BTA 461, was part of the original Service Area.


^ Existing Shentel BTAs that contain Sprint sites to be transitioned to Shentel


 





 



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Exhibit B


Build-Out Plan Description


Integration Description


 





Integration will include Manager providing coverage and service
in the former Sprint network service area. Coverage is to be maintained as it exists and propagates on the 1900 MHz, 800 MHz and
2.5 GHz spectrum ranges as detailed in Exhibit B Build Plan Table. Coverage area is to be integrated, operated and maintained in
each BTA as follows:





 


BTA 156-Fredericksburg: Maintain coverage and service of
1 existing Sprint site and add 2 new cell sites equipped with 1900MHz and 800MHz LTE.


BTA 229-Kingsport – Johnson City - Bristol:  Add 20
new cell sites equipped with 1900MHz and 800MHz LTE.


 


BTA 240 – Lancaster: Maintain coverage and service
of 26 existing Sprint sites; upgrade 21 Sprint sites to support 1900MHz and 800MHz LTE; upgrade 6 Sprint sites to support 1900MHz,
800MHz, and 2.5GHz LTE; add 19 new cell sites equipped with 1900MHz and 800MHz LTE; and add 6 new cell sites equipped with 1900MHz,
800MHz, and 2.5GHz LTE.


 


BTA 242 – Lexington: No existing or planned sites.


 


BTA 259-Logan:  Upgrade 1 existing Sprint site to support
1900MHz and 800MHz LTE and add 7 new cell sites equipped with 1900MHz, 800MHz LTE.


BTA 295-Middlesboro-Harlan: No existing or planned sites.


 


BTA 374: Richmond – Petersburg: Maintain coverage and
service of 31 existing Sprint sites; upgrade 2 Sprint sites to support 1900MHz and 800MHz LTE; upgrade 1 Sprint sites to support
1900MHz, 800MHz, and 2.5GHz LTE; add 52 new cell sites equipped with 1900MHz and 800MHz LTE; and add 1 new cell site equipped with
800MHz, 1900MHz, and 2.5GHz LTE.


 


BTA 461: Washington: Maintain coverage and service of 11
existing Sprint sites; upgrade 1 Sprint site to support 1900MHz and 800MHz LTE; upgrade 2 Sprint sites to support 1900MHz, 800MHz,
and 2.5GHz LTE; add 9 new cell sites equipped with 1900MHz and 800MHz LTE; and add 1 new cell site equipped with 1900MHz, 800MHz,
and 2.5GHz LTE.


 


BTA 474: Williamson – Pikeville: Upgrade 4 Sprint sites
to support 1900MHz and 800MHz LTE and add 3 new cell sites equipped with 1900MHz and 800MHz LTE.


 


BTA 75: Charlottesville: Maintain coverage and service of
1 existing Sprint site.


 


BTA 479: Winchester: Maintain coverage and service of 1 existing Sprint site.


 






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Exhibit B


Build-out Plan Map


 


 


Build-out plan for BTA’s 156, 374, 461, 75, and 479:


 


 





 






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Build-out plan for BTA 240:


 


 





 






    	12



     

    




 


Build-out plan for BTA’s 229, 252, 259, 295, and 474:


 





 






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Exhibit D


 


This table of call signs includes, in some instances,
call signs that cover areas both inside and outside Manager Service Area. Manager’s right to use the spectrum and its exclusive
rights is limited to the geography of the Service Area.


 


	Operating Frequencies	Legacy Sprint Call Signs	Former NTELOS Call Signs	Addendum XX Expansion Area	Addendum XXI Second Expansion Area
	1850-1910 MHz

1930-1990 MHz	KNLF200, KNLF219, KNLF241, KNLH475,

KNLH479, KNLH489, KNLH508, KNLH537,

KNLH562, KNLH567, KNLH592, KNLH605,

WQUI695, WQUI696	WPTT276, WPTT278, POH982, WPOH986, KNLF386, WPOJ709, WPOJ711, WPOJ712, WQFJ484, KNLG241, KNLG675, KNLG677,

KNLH719, KNLG679, KNLG680, KNLG682, NLF387	KNLH585, KNLH586, KNLH588, KNLH589, WPOJ713, WPOJ710, KNLG674	
        WQDU989, KNLH574, KNLH614, KNLH549, KNLH615, KNLH560

         

	1910-1915 MHz

1990-1995 MHz	WQKS983, WQKS985, WQKS987, WQKS989, WQKS990, WQKS991, WQKS993, WQKT263, WQKT264, WQKV541	N/A	WQKT265,  WQKT267	
        WQKS986

         

	817-824 MHz

862-869 MHz	WPLM570,
    WPLM576, WPLM582, WPLM588, WPLM591, WPLM594, WPLM597, WPLM681, WPLM684, WPLM699, WPOI283, WPOI322, WPOI325, WPOI328, WPOI378,
    WPOI413, WPQS982, WPQT203, WPQT206, WPVQ580,
 WPVV599, WQHV921, WQHX606, WQHX885,
    WPLM571, WPLM577, WPLM583, WPLM589, WPLM592, WPLM595, WPLM598, WPLM682, WPLM685, WPLM700, WPOI284, WPOI323, WPOI326, WPOI329,
    WPOI379, WPOI414, WPQS983, WPQT204, WPQT235, WPVQ581, WPVV600	N/A	WPLM693, WPLM694, WPQT236, WPQT237	
        WPOI319, WPOI320, WPLM588, WQHX606, WQHX885

         

	2496-2690 MHz	B012, B073, B181,
B197, B240, B266, B461, KZC22, WFY738, WGW371, WHR477, WHR649, WHR650, WHR651, WHR683, WHR697, WHR727, WHR795, WHR807, WHR972,
WHT629, WHT630, WLK242, WLW697, WLX401, WLX647, WLX728, WLX789, WMH597, WMH600, WMH661, WMI366, WMI413, WMY398, WMY489, WNC205,
WNC206, WNC207, WNC585,

WNC586, WNC645, WNC649, WNC651, WNC654, WNC708, WNC929, WNC936, WNC983, WNC984, WND475, WND478,

WND561, WND563, WND588, WND591, WND608, WND609, WND611, WNTH507, WNTH926, WNTI796, WNTJ765, WNTJ808,
WQCP507, WQCQ267, WQLW478, WQLW488, WQLW505, WLX884, WLX888	B075, B376, B430, B479,

WLW840, WMH388, WMI916,

WMX327, WMX331, WMX366,

WNTH817, WNTH887,

WNTH948, WNTU756,

WQCK987	B100, B342, B359, WNC975, WNC976	
        B232, B295, B346, WHG238, WHR527, WHR816, WHR817, WLX571, WLX647, WLX848, WLX906, WLX914,
        WNC486, WNC489, WNC491, WNC572, WNC638, WNC648, WNC686, WND303, WND304, WND305, WND307

         



 


 


15