Exhibit 10.3.4


 


ADDENDUM VII


TO


SPRINT PCS
MANAGEMENT AGREEMENT


 


	
  Manager:

  	
   

  	
  Horizon Personal Communications, Inc.

  
	
   

  	
   

  	
   

  
	
  Service Area:

  	
   

  	
  Athens, OH BTA

  
	
   

  	
   

  	
  Charleston, WV BTA

  
	
   

  	
   

  	
  Chillicothe, OH BTA

  
	
   

  	
   

  	
  Huntington, WV -Ashland, KY BTA

  
	
   

  	
   

  	
  Parkersburg, W V - Marietta, OH BTA

  
	
   

  	
   

  	
  Portsmouth, OH BTA

  
	
   

  	
   

  	
  Zanesville -
  Cambridge, OH BTA

  
	
   

  	
   

  	
  Danville, VA
  BTA

  
	
   

  	
   

  	
  Lynchburg,
  VA BTA

  
	
   

  	
   

  	
  Martinsville,
  VA BTA

  
	
   

  	
   

  	
  Roanoke, VA BTA

  
	
   

  	
   

  	
  Staunton-Waynesboro, VA BTA

  
	
   

  	
   

  	
  Bluefield, VA BTA

  
	
   

  	
   

  	
  Beckley,
  WV BTA

  
	
   

  	
   

  	
  Kingsport, Johnson City, Bristol, TN BTA

  
	
   

  	
   

  	
  Willamson-Pikeville, WV BTA

  
	
   

  	
   

  	
  Logan, WV BTA

  
	
   

  	
   

  	
  Cumberland, MD BTA

  
	
   

  	
   

  	
  Fairmont,
  WV BTA

  
	
   

  	
   

  	
  Morgantown, WV BTA

  
	
   

  	
   

  	
  Clarksburg, WV BTA

  
	
   

  	
   

  	
  Cincinnati, OH BTA (counties of Adams, Brown,
  Highland, Mason)

  
	
   

  	
   

  	
  Canton-New Philadelphia, OH BTA (Coshocton County
  only)

  
	
   

  	
   

  	
  Charlottesville,
  VA BTA

  
	
   

  	
   

  	
  Ashtabula,
  OH BTA

  
	
   

  	
   

  	
  DuBois-Clearfield, PA BTA

  
	
   

  	
   

  	
  Erie, PA BTA

  
	
   

  	
   

  	
  Jamestown, Warren, Dunkirk, PA BTA 

  
	
   

  	
   

  	
  Meadville, PA BTA

  
	
   

  	
   

  	
  Oil City-Franklin, PA, BTA

  
	
   

  	
   

  	
  Olean, NY, Bradford, PA BTA 

  
	
   

  	
   

  	
  Pottsville, PA BTA

  
	
   

  	
   

  	
  Sharon, PA BTA

  
	
   

  	
   

  	
  Scranton, Wilkes-Barre, PA BTA

  
	
   

  	
   

  	
  State College, PA BTA

  
	
   

  	
   

  	
  Stroudsburg, PA BTA

  
	
   

  	
   

  	
  Sunbury-Shamokin, PA BTA

  
	
   

  	
   

  	
  Williamsport, PA BTA

  
	
   

  	
   

  	
  Allentown, PA BTA, only the county of Carbon

  
	
   

  	
   

  	
  New York, NY BTA, only the counties of Sussex and
  Pike

  
	
   

  	
   

  	
  Knoxville, TN BTA, only the counties of Hamblen and
  Jefferson (partial)

  



 


This
Addendum VII (this “Addendum”), dated as of June 16, 2004, contains
certain additional and supplemental terms and provisions to that certain Sprint
PCS Management Agreement entered into as of June 8, 1998 by the same
parties as this Addendum, which Management Agreement was further


 





















 


amended by that certain
Addendum I entered into as of June 8, 1998, Addendum II entered into as of
August 12, 1999, Addendum III entered into as of May 19, 2000, Addendum IV
entered into as of June 1, 2000, Addendum V entered into as of June l,
2001 and Addendum VI entered into as of August 16, 2001 (the Management
Agreement, as amended by Addenda I, II, III, IV, V and VI being 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, including, but not
limited to, the force majeure provision.


 


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


 


The Management Agreement is modified as follows:


 


1.                                       Option Sites. 
Pursuant to the Management Agreement (as modified by the letter
agreement between the parties, dated March 12, 2003 (the “May 2003
Agreement”)), Manager currently has an obligation under the Management
Agreement to build out the 4 cell sites described in the attached Exhibit A
(the “Option Sites”).  Sprint PCS waives
its right to require Manager to complete construction of the Option Sites.  Sprint PCS may elect to build out or allow
other Related Parties, affiliates or managers to build out all or any of the
Option Sites by providing written notice to Manager.  If Sprint PCS elects to build out or allow
others to build out all or any of the Option Sites, the Service Area Exhibit
attached to the Management Agreement will be amended to delete the portions of
the Service Area(s) associated with the Option Sites, as determined in the
manner set forth on Exhibit A of this Addendum. 
Manager agrees to reasonably cooperate with Sprint PCS to coordinate the
integration of any Option Site that Sprint builds out or allows others to build
out into the Sprint PCS network (with out-of-pocket expenses to be paid or
reimbursed by Sprint) and to provide at no cost to the party building out any
Option Site, upon request, all surveys, reports, permits and leases (if such
party agrees to assume the obligations under such leases) that Manager has
relating to the Option Site.  Prior to
Sprint PCS electing to build out or to allow other Related Parties or
affiliates or managers to build out all or any of the Option Sites, Manager
shall have until August 31, 2004 to elect, in writing, to build out the
Option Sites.  If Manager elects to build
out the Option Sites and provides such written notice within such time period,
Manager will become obligated to complete the construction of the Option Sites
on or before March 31, 2005, in accordance with the Management Agreement,
to the same extent as all other required cell sites in Horizon’s Service Area.


 


2.                                       Omitted Sites. 
Manager currently has an obligation under the Management Agreement (as
modified by the May 2003 Agreement) to build out the 9 cell sites described in
the attached Exhibit B (the “Omitted Sites”). 
Sprint PCS waives its right to require that Manager complete
construction of the Omitted Sites.


 


3.                                       Replacement of Build Out Plan.  The Build-out Plan currently attached to the
Management Agreement is hereby deleted in its entirely and replaced with the
Build-out Plan attached to this Addendum as Exhibit C. The revised Build Out
Plan deletes both the Option Sites and the Omitted Sites.  Sprint PCS hereby acknowledges and agrees
that Manager has satisfied all of its required network build-out requirements
under Exhibit 2.1 of the Management Agreement, as modified by the May 2003
Agreement and this Addendum.


 


4.                                       Deletion of nTelos Service Areas. 
Sprint Spectrum L.P. (“SSLP”) and Manager entered into an Asset Purchase
Agreement, dated as of May 12, 2004  (“Purchase
Agreement”), which provided, among other things, that SSLP would purchase
certain assets of Manager located in or associated with the nTelos Service Area
(as defined in the Purchase Agreement). 
On completion of the transaction described in the Purchase Agreement,
the Service Area Exhibit


 





















 


attached to the
Management Agreement is automatically amended to delete the Service Areas
associated with the nTelos Service Area, as shown on Exhibit D to this
Addendum.


 


5.                                       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.


 


IN WITNESS WHEREOF, the parties have caused their
duly authorized representatives to execute this Addendum as of the date first
above written.


 


	
   

  	
   

  	
  HORIZON PERSONAL

  COMMUNICATIONS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
        /s/ Alan G. Morse

  	
   

  
	
   

  	
   

  	
  Alan G. Morse

  
	
   

  	
   

  	
  Chief Operating Officer

  
	
   

  	
   

  	
  Horizon Personal
  Communications, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPRINT SPECTRUM L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
           /s/ David B.
  Bottoms

  	
   

  
	
   

  	
   

  	
  David B. Bottoms

  
	
   

  	
   

  	
  Vice President – Strategic Alliances

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPRINTCOM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
         /s/ David B. Bottoms

  	
   

  
	
   

  	
   

  	
  David B. Bottoms

  
	
   

  	
   

  	
  Vice President – Strategic Alliances

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPRINT COMMUNICATIONS COMPANY L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
         /s/ William White

  	
   

  
	
   

  	
   

  	
  Bill White

  
	
   

  	
   

  	
  Vice President – Communications

  
						



 





















 


EXHIBIT A


 


OPTION SITES


 


	
  Cascade ID

  	
   

  	
  City, State

  	
   

  	
  Service Area*

  	
   

  	
  Site Latitude

  	
   

  	
  Site Longitude

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NY33HO003

  	
   

  	
  Hopatcong, NJ

  	
   

  	
  NY/NY BTA

  	
   

  	
  40.9336

  	
   

  	
  -74.6539

  	
   

  
	
  NY33HO004

  	
   

  	
  Andover, NJ

  	
   

  	
  NY/NY BTA

  	
   

  	
  40.9661

  	
   

  	
  -74.6553

  	
   

  
	
  NY33HO007

  	
   

  	
  Lafayette, NJ

  	
   

  	
  NY/NY BTA

  	
   

  	
  41.0008

  	
   

  	
  -74.6636

  	
   

  
	
  NY33HO019

  	
   

  	
  Vernon, NJ

  	
   

  	
  NY/NY BTA

  	
   

  	
  41.2175

  	
   

  	
  -74.4844

  	
   

  



 










*If Sprint PCS builds out any Option Site, the parties agree to
determine, in good faith, the portions of the Service Area to be deleted from
the Service Area Exhibit.  The portions
of the Service Area to be deleted will be the coverage areas provided by any Option
Site that is built out.  Once such build-out
is complete, the parties agree to more specifically define the change to the
Service Area Exhibit.


 





















 


EXHIBIT B


 


OMITTED
SITES


 


	
  Cascade ID

  	
   

  	
  City, State

  	
   

  	
  Site Latitude

  	
   

  	
  Site Longitude

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NY33HO020

  	
   

  	
  Sussex Township,
  NJ

  	
   

  	
  41.2036

  	
   

  	
  -74.6065

  	
   

  
	
  NY33HO023

  	
   

  	
  Wantage, NJ

  	
   

  	
  41.2756

  	
   

  	
  -74.6511

  	
   

  
	
  NY33HO050

  	
   

  	
  Convington
  Township. PA

  	
   

  	
  41.287

  	
   

  	
  -75.5118

  	
   

  
	
  NY44HO507

  	
   

  	
  Bloomsburg, PA

  	
   

  	
  41.0265

  	
   

  	
  -76.4565

  	
   

  
	
  NY33HO054

  	
   

  	
  Pocono Summit,
  PA

  	
   

  	
  41.1114

  	
   

  	
  -75.3917

  	
   

  
	
  PL44HO200

  	
   

  	
  Muncy, PA

  	
   

  	
  41.2465

  	
   

  	
  -76.8552

  	
   

  
	
  PL44HO219

  	
   

  	
  Mill Hall, PA

  	
   

  	
  41.1197

  	
   

  	
  -77.4875

  	
   

  
	
  PL33HO168

  	
   

  	
  Schuylkill
  Haven, PA

  	
   

  	
  40.6121

  	
   

  	
  -76.1823

  	
   

  
	
  BU33HO353

  	
   

  	
  Fredonia, NY

  	
   

  	
  42.4547

  	
   

  	
  -79.3536

  	
   

  



 





















 


EXHIBIT C


 


BUILD OUT
PLAN


 


The
following cell sites and the associated coverage areas located in the NY/NY BTA
have been eliminated from Manager’s required network build out
obligations.  The remainder of Exhibit C
contained in the May 2003 Agreement will remain as previously stated.


 


	
  Cascade ID

  	
   

  	
  City, State

  	
   

  	
  BTA

  	
   

  	
  Site Latitude

  	
   

  	
  Site Longitude

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NY33HO020

  	
   

  	
  Sussex Township,
  NJ

  	
   

  	
  NY/NY

  	
   

  	
  41.2036

  	
   

  	
  -74.6065

  	
   

  
	
  NY33HO023

  	
   

  	
  Wantage, NJ

  	
   

  	
  NY/NY

  	
   

  	
  41.2756

  	
   

  	
  -74.6511

  	
   

  
	
  NY33HO050

  	
   

  	
  Convington
  Township. PA

  	
   

  	
  NY/NY

  	
   

  	
  41.287

  	
   

  	
  -75.5118

  	
   

  
	
  NY44HO507

  	
   

  	
  Bloomsburg, PA

  	
   

  	
  NY/NY

  	
   

  	
  41.0265

  	
   

  	
  -76.4565

  	
   

  
	
  NY33HO054

  	
   

  	
  Pocono Summit,
  PA

  	
   

  	
  NY/NY

  	
   

  	
  41.1114

  	
   

  	
  -75.3917

  	
   

  
	
  PL44HO200

  	
   

  	
  Muncy, PA

  	
   

  	
  NY/NY

  	
   

  	
  41.2465

  	
   

  	
  -76.8552

  	
   

  
	
  PL44HO219

  	
   

  	
  Mill Hall, PA

  	
   

  	
  NY/NY

  	
   

  	
  41.1197

  	
   

  	
  -77.4875

  	
   

  
	
  PL33HO168

  	
   

  	
  Schuylkill
  Haven, PA

  	
   

  	
  NY/NY

  	
   

  	
  40.6121

  	
   

  	
  -76.1823

  	
   

  
	
  BU33HO353

  	
   

  	
  Fredonia, NY

  	
   

  	
  NY/NY

  	
   

  	
  42.4547

  	
   

  	
  -79.3536

  	
   

  
	
  NY33HO003

  	
   

  	
  Hoptacong, NJ

  	
   

  	
  NY/NY

  	
   

  	
  40.9336

  	
   

  	
  -74.6539

  	
   

  
	
  NY33HO004

  	
   

  	
  Andover, NJ

  	
   

  	
  NY/NY

  	
   

  	
  40.9661

  	
   

  	
  -74.6553

  	
   

  
	
  NY33HO007

  	
   

  	
  Lafayette, NJ

  	
   

  	
  NY/NY

  	
   

  	
  41.0008

  	
   

  	
  -74.6636

  	
   

  
	
  NY33HO019

  	
   

  	
  Vernon, NJ

  	
   

  	
  NY/NY

  	
   

  	
  41.2175

  	
   

  	
  -74.4844

  	
   

  



 





















 


EXHIBIT D


 


DELETED
NTELOS SERVICE AREA


 




	
  BTA

  
	
  HUNTINGTON, WV –
  ASHLAND, KY BTA (except Ironton, OH 740 and Gallipolis, Oh 740 CSAs)

  
	
  BECKLEY, WV

  
	
  BLUEFIELD, WV

  
	
  CLARKSBURG, WV

  
	
   

  
	
   

  
	
  FAIRMONT, WV

  
	
   

  
	
   

  
	
   

  
	
  MORGANTOWN, WV

  
	
  CHARLESTON, WV

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  LYNCHBURG, VA

  
	
  CHARLOTTESVILLE, VA

  
	
  DANVILLE, VA

  
	
  ROANOKE, VA

  
	
   

  
	
  MARTINSVILLE, VA

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  STAUNTON–WAYNESBORO, VA BTA