**EXHIBIT10.1**

** **

**ADDENDUM IX**

**TO**

**SPRINT PCSMANAGEMENT AGREEMENT AND**

**SPRINT PCSSERVICES AGREEMENT**

 

**Amendingthese agreements further**

 

**DatedJuly 31, 2004**

 

 

**Manager:****                                           UbiquiTelOperating Company**

 

**Service Area BTAs:**

 

Anderson, IN (partial)  #15

Bakersfield, CA  #28

Bloomington-Bedford, IN  #47

Boise-Nampa, ID  #50

Bowling Green-Glasgow, KY  #52

Chico-Oroville, CA  #79

Cincinnati, OH (partial)  #81

Clarksville, TN-Hopkinsville, KY  #83

Columbus, IN  #93

Eureka, CA  #134

Evansville, IN  #135

Fresno, CA  #157

Idaho Falls, ID  #202

Indianapolis, IN (partial)  #204

Las Vegas, NV (partial)  #245

Lewiston-Moscow, ID  #250

Logan, UT  #258

Louisville, KY (partial)  #263

Madisonville, KY  #273

Merced, CA  #291

Modesto, CA  #303

Owensboro, KY  #338

Paducah-Murray-Mayfield, KY  #339

Pocatello, ID  #353

Provo-Orem, UT (partial)  #365

Redding, CA  #371

Reno, NV  #372

Richmond, IN  #373

Sacramento, CA (partial)  #389

St. George, UT  #392

 

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

Spokane, WA  #425

Stockton, CA  #434

Terre Haute, IN (partial)  #442

Twin Falls, ID  #451

Vincennes-Washington, IN  #457

Visalia-Porterville-Hanford, CA  #458

Yuba City-Marysville, CA (partial)  #485

 

 

The parties to this Addendum IX (this “**Addendum**”) executed the Sprint PCS Management Agreement, theSprint PCS Services Agreement, the related Trademark License Agreement and theSchedule of Definitions on October 15, 1998.

 

The Management Agreement, Services Agreement,Trademark License Agreements and the Schedule of Definitions were amendedby:

 

(1)                                  AddendumI dated as of October 15, 1998,

(2)                                  AddendumII dated as of December 28, 1999,

(3)                                  AddendumIII dated as of February 14, 2000,

(4)                                  AddendumIV dated as of April 5, 2000,

(5)                                  AddendumV dated as of June 6, 2000,

(6)                                  AddendumVI dated as of February 21, 2001,

(7)                                  AddendumVII dated as of July 31, 2003, and

(8)                                  AddendumVIII dated as of November 7, 2003.

 

The purposes of this Addendum IX are to amendthe Services Agreement and the Schedule of Definitions.

 

The terms and provisions of this Addendumcontrol over any conflicting terms and provisions contained in the ManagementAgreement, the Services Agreement, the Trademark License Agreements and theSchedule of Definitions.  TheManagement Agreement, the Services Agreement, the Trademark License Agreements,the Schedule of Definitions and all prior addenda continue in full forceand effect, except for express modifications made in this Addendum.  This Addendum does not change the effectivedate of any prior amendment made to the Management Agreement, the ServicesAgreement, the Trademark License Agreements or the Schedule of Definitionsthrough previously executed addenda.

 

Capitalized terms used and not otherwisedefined in this Addendum have the meaning ascribed to them in theSchedule of Definitions or in prior addenda.  Section and Exhibit references are tosections and Exhibits of the Services Agreement unless otherwise noted.

 

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Theparties are executing this Addendum as of the date noted above, but thisAddendum will be deemed to have been effective on March 1, 2004 (the **“Effective Date”**).

 

On the Effective Date, the****Services Agreement and theSchedule of Definitions are amended as follows:

 

**A.****                                    NewAmendments.**

 

**Services Agreement**

 

**1.****                                      Changesto Article 2****[Addm VIII, §32;revised by this Addendum].** Section 32 of Addendum VIII is deleted.  Article 2 of the Services Agreement isamended and restated in its entirety to read as follows:

 

**2.****                                      SERVICES**

 

**2.1****                               Services.**

 

***2.1.1******                     Services.***    Subject to the terms of this agreement,through December 31, 2006, Manager will obtain the services set forth on Schedule 2.1.1attached to this agreement (“**Services**”)from Sprint Spectrum in accordance with this section 2.1, and SprintSpectrum will provide all or none of the Services.    For purposes of clarification, as of theEffective Date of Addendum IX through December 31, 2006, Sprint Spectrumis providing all of the Services to Manager and Sprint Spectrum will notprovide individual Services.

 

The feescharged for the Services and the process for setting the fees charged for theServices are set forth in section 3.2. Sprint Spectrum may designate additional Services upon at least 60 days’prior written notice to Manager by providing an amended Schedule 2.1.1to Manager in accordance with the provisions of section 9.1.

 

WithoutManager’s prior written consent, neither Sprint Spectrum nor any of its RelatedParties will require Manager to pay for:

 

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

 

(B)                                any other additional CCPU Services or CPGA Services throughDecember 31, 2006. After that date the fee for those

 

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otheradditional Services will be included in the fees for CCPU Services and CPGAServices.

 

***2.1.2******                     Discontinuanceof Services.***    If SprintSpectrum determines to no longer offer a Service, then Sprint Spectrum must

 

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

 

(ii)                                  discontinue the Service to all Other Managers.

 

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

 

(a)                                  helpManager provide the Service itself or find another vendor to provide theService, and

 

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

 

The feescharged by Sprint Spectrum for the CCPU Services and CPGA Services will bereduced by any fees payable by Manager to a vendor or new Service provider inrespect of discontinued CCPU Services and CPGA Services, if (x) Sprint Spectrumprocures such CCPU Services or CPGA Services from a vendor or a new Serviceprovider and bills those items as Settled-Separately Manager Expenses (asdefined in subsection 3.2.5 of this agreement), or (y) Manager procuressuch CCPU Services or CPGA Services from a vendor or a new provider ofServices, or (z) Manager self-provisions the Service.  No adjustment to the fees will be made ifSprint Spectrum discontinues a CCPU Service or CPGA Service and Sprint Spectrumdoes not provide the CCPU Service or CPGA Service to end users.

 

***2.1.3******                     Performanceof Services.   ***Sprint Spectrummay select the method, location and means of providing the Services.  If Sprint Spectrum wishes to use Manager’sfacilities to provide the Services, Sprint Spectrum must obtain Manager’s priorwritten consent.

 

**2.2****                               ThirdParty Vendors.**  Some of the Servicesmight be provided by third party vendors under arrangements between SprintSpectrum and the third party vendors.  Insome instances, Manager may receive Services from a third party vendor underthe same terms and

 

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conditionsthat Sprint Spectrum receives those services. In other instances, Manager may receive Services under the terms andconditions set forth in an agreement between Manager and the third partyvendor.

 

**2.****                                      Changesto Article 3 [Addm VIII, §33; revised by this Addendum].**  Section 33 of Addendum VIII isdeleted.  Article 3 of the ServicesAgreement is amended and restated in its entirety to read as follows:

 

**3.****                                      FEESFOR SERVICES**

 

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

 

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

 

**3.2****                               Feesfor Services.**

 

***3.2.1  Initial******Pricing Period*.**  The fees Manager will pay Sprint Spectrum forthe CCPU Services and CPGA Services provided to Manager by or on behalf ofSprint Spectrum each month from the Effective Date of Addendum IX untilDecember 31, 2006 (“**Initial Pricing Period**”),will be:

 

(a)  for the CCPUServices: an amount equal to $7.63 multiplied by the Number of Customers in Manager’s Service Area, and

 

(b)  for the CPGA Services: an amount equal to theGross Customer Additions in Manager’s Service Area multiplied by the lesser of(1) $23.00 or (2) an amount equal to the product of (i) Sprint’s long-termforecasted CPGA and (ii) the percentage used to calculate the initial fee undersection 3.2.1(b), as amended by Addendum VIII, as of the Effective Date ofthat Addendum VIII.  The parties agreethat the calculation described in (2) results in an amount equal to $19.00.

 

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

 

***3.2.2  Pricing******Process****.*   The parties will reset the amounts undersubsections 3.2.1(a) and (b) after the Initial Pricing Period ends.  Each subsequent pricing period will last threeyears (if Manager continues

 

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touse Sprint Spectrum or a Related Party to provide these Services) with, forexample, the second pricing period beginning on January 1, 2007 and endingon December 31, 2009.

 

The processfor resetting the amounts is as follows:

 

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

 

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

 

(c)  If the parties do not agree on new CCPU andCPGA amounts within 30 days after the discussions begin, then Manager mayescalate the discussion to the Sprint PCS Chief Financial Officer or SprintSpectrum may escalate the discussion to Manager’s Chief Executive Officer orChief Financial Officer.

 

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

 

(i)                                     submitthe determination of the CCPU and CPGA amounts to binding arbitration undersection 14.2 of this agreement, excluding the escalation process set forthin section 14.1 and continue obtaining all of the CCPU Services and CPGAServices from Sprint Spectrum at the CCPU and CPGA amounts the arbitratordetermines, or

 

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

 

ByDecember 1, 2006, the parties will agree on a service level agreement forcustomer care services and collection services (“**Customer-RelatedServices**”)

 

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thatwill apply to Customer-Related Services delivered by Sprint Spectrum startingon January 1, 2007.  If the partiescannot agree on a service level agreement by December 1, 2006, eitherparty may submit a proposed service level agreement to binding arbitrationunder section 14.2 of the Management Agreement, excluding the escalationprocess set forth in section 14.1. If the arbitration concludes after January 1, 2007 the servicelevel agreement, as agreed upon through the arbitration process, will beeffective as of January 1, 2007.  The agreement will set forth 5 metrics for Customer-Related Services and willprovide that Sprint Spectrum will use commercially reasonable efforts to meetthe industry averages for those metrics as in effect on December 1,2006.  The 5 metrics are:

 

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

 

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

 

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

 

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

 

(e)                      Past-Due Accounts ReceivableAging Rates defined as percentage of accounts receivable greater than 60 daysfrom due date.

 

The service level agreement will provide that Sprint Spectrum will giveManager a quarterly report on the above metrics.  Beginning in 2008, Manager will have theright to opt out of Sprint Spectrum providing the Customer Related Services ifthe average of the metrics reflected in the four quarterly reports for theprior calendar year indicate that Sprint Spectrum is not in compliance with any2 of the 5 metrics.  To exercise theopt-out right, Manager must give its opt-out notice to Sprint Spectrum duringthe first quarter of any calendar year that Manager has an opt-out right.   Upon receipt of an opt-out notice, Managerand Sprint Spectrum will use commercially reasonable efforts to transition theCustomer-Related Services to Manager or a third party vendor within 9 monthsafter the opt-out notice date.  Upon theparties’ completion of the transition, the parties will agree to an adjustmentto the CCPU Service Fee being charged by Sprint Spectrum to Manager.  If the parties cannot agree to an adjustment,Manager has the right to submit the determination to binding arbitration undersection 14.2 of the Management Agreement, excluding the

 

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escalation process set forth insection 14.1, and continue obtaining all the CPGA Services and remainingCCPU services from Sprint Spectrum. Manager will reimburse Sprint Spectrum for transition and continuingoperation costs in accordance with Section 3.2.4.

 

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

 

Manager hasthe right to propose to Sprint Spectrum that Manager self-provision or procurefrom a vendor some, but not all, of the Services.  Sprint Spectrum will discuss the proposalwith Manager, but Manager can only self-provision orprocure from a vendor some of the Services if Sprint Spectrum agrees.

 

Manager willbegin paying Sprint Spectrum under the CCPU and CPGA amounts that SprintSpectrum presents for discussion at the beginning of the new pricing perioduntil the date on which the parties agree or until the arbitrator determinesthe new CCPU and CPGA amounts, whichever occurs first.  Within 30 days after the amounts are determined(either by agreement or by arbitration), Sprint PCS will recalculate the feesfrom the beginning of the new pricing period and give notice to Manager of whatthe fees are and the amount of any adjusting payments required.  If Sprint PCS owes Manager a refund of feesalready paid, Sprint PCS may pay the amount to Manager or Sprint PCS, in itssole discretion, may credit the amount of the refund against any amountsManager then owes to Sprint PCS.  IfSprint PCS chooses to pay the refund, it will make the payment at the time itsends the notice to Manager; If Sprint PCS chooses to credit the refund, itwill in the notice indicate the amounts owing to which the credit will beapplied.  If Manager owes Sprint PCSadditional fees Manager will pay those fees to Sprint PCS within 10 days afterreceipt of the notice.

 

***3.2.3  Sprint******Spectrum First Right of Refusal.***  Manager must give Sprint Spectrum writtennotice of Manager’s decision to procure the Services from a third party vendorthe Services at least 120 days before the end of the Initial Pricing Period orany subsequent three-year pricing period and provide the third party vendorterms to Sprint Spectrum.  SprintSpectrum will have 30 days from the date it receives the third party vendor’sterms to decide if it will provide those Services to Manager under those terms.

 

Manager mustagree to receive the Services from Sprint Spectrum if Sprint Spectrum givesnotice to Manager that it will provide the Services to Manager on the thirdparty vendor terms.  If Sprint Spectrumdoes not exercise its first right of refusal, Manager must sign the agreementwith the third party vendor on the same terms and conditions as

 

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presentedto Sprint Spectrum within 10 Business Days after Sprint Spectrum notifies Managerof its decision not to exercise the first right of refusal or the expiration ofthe 30-day period, whichever occurs first. The procedure set forth in this section 3.2.3 will begin again ifManager does not sign the agreement with the third party vendor as required inthe preceding sentence.

 

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

 

Manager willpay for all reasonable out-of-pocket costs that Sprint Spectrum and its RelatedParties actually incur to (i) transfer any Service(s) provided to Manager to athird party vendor or to enable Manager to self-provide any Service(s), and(ii) operate and maintain systems, processes, licenses and equipment to supportthose Services.  Sprint Spectrum willbill Manager monthly for these costs.

 

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

 

SprintSpectrum will give Manager at least 60 days’ prior written notice by providingan amended Schedule 2.1.1 to Manager in accordance with theprovisions of section 9.1 of any additional Services added to sections Cand D of Schedule 2.1.1, but no additional service may be added tothe extent it is the same as, or functionally equivalent to, either:

 

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

 

(b)                                 anyservice or benefit that Manager currently receives from Sprint Spectrum or itsRelated Parties but for which Manager does not pay a separate fee before theEffective Date.

 

For eachSettled-Separately Manager Expense, Sprint Spectrum will provide sufficientdetail to enable Manager to determine how the expense was calculated, includingthe unit of measurement (*e.g.,* persubscriber per month or per call) and the record of the occurrences

 

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generatingthe expense (*e.g.,* the number of calls attributableto the expense).  If an expense is notreasonably subject to occurrence level detail, Sprint Spectrum will providereasonable detail on the process used to calculate the fee and the process mustbe reasonable.  A detail or process isreasonable if it is substantially in the form as is customarily used in thewireless industry.  TheSettled-Separately Manager Expenses will be paid as set forth insection 10 of the Management Agreement. Sprint Spectrum and its Related Parties may arrange for Manager to payany of the Settled-Separately Manager Expenses directly to the vendor aftergiving Manager reasonable notice.

 

Unless Managerspecifically agrees otherwise, any Settled-Separately Manager Expense thatSprint Spectrum or any of its Related Parties is entitled to charge or passthrough to Manager under this agreement or the Management Agreement willreflect solely out-of-pocket costs and expenses that Sprint Spectrum or itsRelated Parties actually incur, will be usage-based or directly related to revenue-generatingproducts and services, and will not include any allocation of Sprint PCS’ orits Related Parties’ internal costs or expenses (including, but not limited to,allocations of general and administrative expenses or allocations of employeecompensation or related expenses).  Forclarity, Sprint Spectrum’s or its Related Parties’ out-of-pocket costs forhandset and accessory inventory consist of actual inventory invoice costs lessany volume incentive rebates and price protection credits that Sprint Spectrumor its Related Parties receive from a vendor.

 

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

 

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

 

 

**Schedule ofDefinitions**

 

**3.****                                      DeletedDefinitions [NEW].**  Thedefinitions of “Sprint PCS CCPU” and “Sprint PCS CPGA” are deleted.

 

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**C.****                                    OtherProvisions.**

 

1.                                       **Manager and Sprint PCS’ Representations.**    Manager and Sprint PCS each represents andwarrants that its respective execution, delivery and performance of itsobligations described in this Addendum have been duly authorized by properaction of its governing body and do not and will not violate any materialagreements to which it is a party.  Eachof Manager and Sprint PCS also represents and warrants that there are no legalor other claims, actions, counterclaims, proceedings or suits, at law or inarbitration or equity, pending or, to its knowledge, threatened against it, itsRelated Parties, officers or directors that question or may affect the validityof this Addendum, the execution and performance of the transactionscontemplated by this Addendum or that party’s right or obligation to consummatethe transactions contemplated by this Addendum.

 

2.                                       **Reaffirmation of Sprint Agreements and Schedules**.    Each of the undersigned reaffirms in theirentirety the Management Agreement, the Services Agreement, the TrademarkLicense Agreements and the Schedule of Definitions, together with theirrespective rights and obligations under those agreements and schedules.

 

3.                                       **Counterparts**.    ThisAddendum may be executed in one or more counterparts, including facsimilecounterparts, and each counterpart will have the same force and effect as anoriginal instrument as if the parties to the aggregate counterparts had signedthe same instrument.

 

***[The remainder of this page isleft blank intentionally.]***

 

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The parties have caused this Addendum IX tobe executed as of the date first above written.

 
|   | SPRINT SPECTRUM L.P.                |
|--------|-------------------------------------|
|   |                                |   |
|   |                                |   |
|   | By:                                 |   |
|   |                                | Name: |   |
|   |                                | Title: |   |
|   |                                |   |
|   | WIRELESSCO, L.P.                    |
|   |                                |   |
|   |                                |   |
|   | By:                                 |   |
|   |                                | Name: |   |
|   |                                | Title: |   |
|   |                                |   |
|   | SPRINT TELEPHONY PCS, L.P.          |
|   |                                |   |
|   |                                |   |
|   | By:                                 |   |
|   |                                | Name: |   |
|   |                                | Title: |   |
|   |                                |   |
|   | SPRINT PCS LICENSE, L.L.C.          |
|   |                                |   |
|   |                                |   |
|   | By:                                 |   |
|   |                                | Name: |   |
|   |                                | Title: |   |
|   |                                |   |
|   | SPRINT COMMUNICATIONS  COMPANY L.P. |
|   |                                |   |
|   |                                |   |
|   | By:                                 |   |
|   |                                | Thomas E. Murphy |
|   |                                | Senior Vice President –  Communications and Brand  Management |
|   |                                |   |
|   | UBIQUITEL OPERATING COMPANY         |
|   |                                |   |
|   |                                |   |
|   | By:                                 |   |
|   |                                | Dean E. Russell |
|   |                                | Chief Operating Officer |
|        |                                     |  |  |  |

 

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**Schedule 2.1.1**

 

**-SECTION A-**

 

**Presently Offered CCPU Services**

 

3G Fees

A/P Backhaul/Facility Disputes

Affiliate Utilities

ATM Soft Hand Off

Bank Fees

BI Performance Services – Initiation

BI Performance Services – Maintenance

Bid Cost

Billing

Check Free

Clarify Maintenance Fee

CO Usage

Collection Agency Fees

Conferences

Costs associated with rollout of new products and services

Credit Card Processing/Fees

Customer Care

Customer Solutions – Mature Life

Directory Assistance

DS3

E - Commerce PT

Enhanced Voicemail

Entrance Facility Expenses (Includes Terminating/Trunking Charge)

Ford Revenue

Ford Telematics

Gift Card Payable

Gift Card Receivable

Hal Riney Ad Kit

High Speed Remote Access Server

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

IMT Charges

Interconnection

Inter-Machine Trunk

IT (Includes E-Commerce)

LD Verification

LIDB / CNAM

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

Lockbox 261

MCI Disconnect Adjusted

National Platform – COA

National Platform Disputes

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

 

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| **National Platform Component**                                      |
|----------------------------------------------------------------------|
| **FCAPS (Fault, Configuration, Accounting,  Performance, Security)** |
|                                                                 | Capital Projects |
|                                                                 | Expense Projects |
|                                                                 | Circuit Expense |
|                                                                 | CLOH |
|                                                                 | Labor |
|                                                                 | Forecasts |
|                                                                 |
| **IN (Intelligent Network)**                                         |
|                                                                 | Capital Expense |
|                                                                 | Expense Projects |
|                                                                 | Circuit Expense |
|                                                                 | CLOH |
|                                                                 | Labor |
|                                                                 | Forecasts |
|                                                                 |
| **OSSN**                                                             |
|                                                                 | Capital Expense |
|                                                                 | Expense Projects |
|                                                                 | Circuit Expense |
|                                                                 | CLOH |
|                                                                 | Labor |
|                                                                 | Forecasts |
|                                                                 |
| **3G**                                                               |
|                                                                 | Capital Projects |
|                                                                 | Expense Projects |
|                                                                 | Circuit Expense |
|                                                                 | CLOH |
|                                                                 | Labor |
|                                                                 | Forecasts |
|                                                                 |
| **Operator Service**                                                 |
|                                                                 | Vendor Fee |
|                                                                 |
| **Wireless Web**                                                     |
|                                                                 | Capital Projects |
|                                                                 | Expense Projects |
|                                                                 | Circuit Expense |
|                                                                 | CLOH |
|                                                                 | Labor |
|                                                                 | Forecasts |
|                                                                 |
| **Messaging**                                                        |
|                                                                 | Capital Projects |
|                                                                 | Expense Projects |
|                                                                 | Circuit Expense |
|                                                                 | CLOH |
|                                                                 | Labor |
|                                                                 | Forecasts |

 

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| **VAD**                  |
|--------------------------|
|                     | Capital Projects |
|                     | Expense Projects |
|                     | Circuit Expense |
|                     | CLOH |
|                     | Labor |
|                     | Forecasts |
|                     |
| **Voice Mail**           |
|                     | Capital |
|                     | Expense Projects |
|                     | Circuit Expense |
|                     | CLOH |
|                     | Labor |
|                     | Forecasts |
|                     |
| **Software Maintenance** |
|                     | Openwave |
|                     | Hewlett Packard |
|                     | Comverse |
|                     | Marconi |
|                     | Lucent |
|                     | Commworks |
|                     | Four Corners |
|                     | Other Vendors (39) |

 

Northwest Frequent Flyer

Premium Vision Services

PreNet

Pricing

Pro Text Messaging Plan

Ringers & More (Includes SBF and PT fees)

Roadside Rescue

Sprint Synch Services

Telecheck Charge

Telematics

Text Messaging Plan

TSC Usage

Type 1 Affiliate Long Distance

Voice Command Web

Wireless Web

 

 

**-SECTION B-**

 

**Presently Offered CPGA Services**

 

500 Minute Promotion Credit

 

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Activations – Customer Solutions

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

Activations – Telesales

Credit Check Fee

Customer Solutions – Early Life

Demo Phones

EarthLink

Hal Riney Service

Handset Logistics

Handset Obsolescence Fee and Carrying Costs

Local/Indirect Commission

Marketing Collateral Destruction

NAM/CAM

One Sprint Telesales

PGA Expenses

PLS Commission

SmartWorks Printing

 

**-SECTION C-**

 

**Presently Offered CCPU Services -***Activity Settled Separately*

 

Affiliate Project Authorizations

Long Distance

E911 Phase I Revenue

Microwave Clearing

Roaming

Software Fees

Sprint Local Telephone Usage

Taxes Paid on Behalf of Type III Affiliates

Tower Lease

Travel Revenue and Expense

Upgrade Commission – 2 Step Channel

Vendor Usage-Based Charges on New Products

Wholesale Revenue and Expense

 

**-SECTION D-**

 

**Presently Offered CPGA Services -***Activity Settled Separately*

 

3G DeviceLogistics Fee

3rdParty Spiffs

AccessoryMargin

Commissions –National 3rd Party

Commissions –Other 3rd Party

CoopAdvertising – Local 3rd Party

CoopAdvertising – National 3rd Party

Handsetreturns

Handsetsubsidies

Handsets

 

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MarketingCollateral (excluding destruction)

MeetingCompetition Fund

RadioShackPromos (Includes RadioShack Golden Quarter, Jumpstart, Relaunch, Sprint toVegas, and Break the Bank)

RebateAdministrative Expense

Rebates

ReciprocalRetail Store Cost Recovery

Sprint LDDCommission

Third PartyPromotions

UpgradeCommission – RadioShack

 

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