Exhibit 10.1


 


AMENDED AND
RESTATED

ADDENDUM VIII

TO

SPRINT PCS MANAGEMENT AGREEMENT AND

SPRINT PCS SERVICES AGREEMENT


 


Amending these agreements further and restating certain Paragraphs in

Addenda I through VII


 


Dated as of November 1, 2004


 


	
  Manager:

  	
  iPCS Wireless, Inc.

  
	
   

  	
   

  
	
  Service
  Area BTAs:

  	
  Bloomington, IL # 46

  
	
   

  	
  Champaign-Urbana, IL # 71

  
	
   

  	
  Clinton, IA-Sterling, IL # 86

  
	
   

  	
  Danville, IL # 103

  
	
   

  	
  Davenport, IA-Moline, IL # 105

  
	
   

  	
  Decatur-Effingham, IL # 109

  
	
   

  	
  Galesburg, IL # 161

  
	
   

  	
  Jacksonville, IL # 213

  
	
   

  	
  Kankakee, IL # 225

  
	
   

  	
  LaSalle-Peru-Ottawa-Streator, IL # 243

  
	
   

  	
  Mattoon, IL # 286

  
	
   

  	
  Mt. Vernon-Centralia, IL # 308

  
	
   

  	
  Peoria, IL # 344

  
	
   

  	
  St. Louis, MO (partial) # 394

  
	
   

  	
  Springfield,
  IL # 426

  
	
   

  	
  Grand Island-Kearney, NE # 167

  
	
   

  	
  Hastings, NE # 185

  
	
   

  	
  Lincoln, NE (partial) # 256

  
	
   

  	
  Norfolk, NE # 323

  
	
   

  	
  Omaha, NE (partial) # 332

  
	
   

  	
  Burlington, IA # 61

  
	
   

  	
  Des
  Moines, IA (partial) # 111

  
	
   

  	
  Dubuque, IA # 118

  
	
   

  	
  Fort Dodge, IA # 150

  
	
   

  	
  Marshalltown, IA # 283

  
	
   

  	
  Mason City, IA # 285

  
	
   

  	
  Ottumwa, IA # 337

  
	
   

  	
  Waterloo-Cedar Falls, IA # 462

  
	
   

  	
  Battle
  Creek, MI (partial) # 33

  
	
   

  	
  Grand Rapids, MI # 169

  
	
   

  	
  Lansing, MI (partial) # 241

  



 





















 


	
   

  	
  Mount Pleasant, MI # 307

  
	
   

  	
  Muskegon, MI # 310

  
	
   

  	
  Saginaw-Bay City, MI # 390

  
	
   

  	
  Traverse City, MI # 446

  
	
   

  	
  Cedar
  Rapids, IA # 70

  
	
   

  	
  Iowa
  City, IA # 205

  
	
   

  	
  Terre
  Haute, IN (partial) #442

  



 


This Amended
and Restated Addendum VIII (this “Addendum”)
contains amendments to the Sprint PCS Management Agreement, the Sprint PCS
Services Agreement, the Sprint Trademark and Service Mark License Agreement and
the Sprint Spectrum Trademark and Service Mark License Agreement, each of which
was entered into on January 22, 1999 by Sprint Spectrum L.P., SprintCom, Inc.,
WirelessCo, L.P., Sprint Communications Company L.P. and Illinois PCS,
L.L.C.  After entering into these
agreements, Illinois PCS, L.L.C. was merged into iPCS
Wireless, Inc. on July 12, 2000.  The
Management Agreement, Services Agreement and Trademark License Agreements were
amended by:


 


(1)           Addendum I dated as of
January 22, 1999,


(2)           Addendum II dated as of
August 3, 1999,


(3)           Amended and Restated
Addendum III dated as of March 8, 2000,


(4)           Addendum IV dated as of
July 12, 2000,


(5)           Addendum V dated as of
December 15, 2000,


(6)           Addendum VI dated as of
February 28, 2001, and


(7)           Addendum VII dated as
of August 26, 2002.


 


This Amended
and Restated Addendum VIII supersedes in its entirety Addendum VIII signed by
the parties on March 26, 2004.


 


The purposes
of this Addendum are to (1) amend the Management Agreement, the Services
Agreement, the Trademark License Agreements and the Schedule of Definitions and
restate those sections and paragraphs in the addenda executed previously that
amend the Management Agreement, the Services Agreement, the Trademark License
Agreements and the Schedule of Definitions (see section A below), and (2)
provide cross-references to those sections and paragraphs in addenda executed
previously that are not restated in this Addendum (see section B below).


 


The terms and
provisions of this Addendum control over any conflicting terms and provisions
contained in the Management Agreement, the Services Agreement, the Trademark
License Agreements and the Schedule of Definitions.  The Management Agreement, the Services
Agreement, the Trademark Licenses Agreements, the Schedule of Definitions and
all prior addenda continue in full force and effect, except for express
modifications made in this Addendum. 
This Addendum does not change the effective date of any prior amendment
made to the Management Agreement, the Services Agreement, the Trademark License
Agreements or the Schedule of Definitions through previously executed addenda.


 


2





















 


Capitalized
terms used and not otherwise defined in this Addendum have the meaning ascribed
to them in the Schedule of Definitions or in prior addenda.  Section and Exhibit references are to
sections and Exhibits of the Management Agreement unless otherwise noted.


 


The parties are executing this Addendum as of
the date noted above, but the terms of this Addendum became effective April 1,
2004, which was the first calendar day of the first calendar month after all of
the following conditions were satisfied or waived by Sprint PCS in writing (the
“Effective Date”):


 


(i)            The
Bankruptcy Court has entered an order to “stay” the litigation against Sprint
PCS identified on Exhibit A attached hereto (the “Litigation”);


 


(ii)           Manager
has agreed to participate in the Virgin Mobile USA, LLC resale program and, as
required by the PCS Services Agreement, dated as of October 4, 2001, between
Sprint Spectrum L.P. and Virgin Mobile USA, LLC, has executed and returned to
Sprint PCS the Program Requirements for Voluntary Resale of Products and
Services; and


 


(iii) the
Settlement Agreement and Mutual Release, in substantially the form attached to
this Addendum (the “Settlement Agreement”),
among Sprint Spectrum L.P., SprintCom, Inc., WirelessCo, L.P., Sprint
Communications Company L.P., iPCS, Inc., iPCS Wireless, Inc., iPCS Equipment,
Inc., the Official Committee of Unsecured Creditors of iPCS, Inc., iPCS
Wireless, Inc. and iPCS Equipment, Inc. (the “Committee”)
and Toronto Dominion (Texas), Inc. has been executed and delivered.


 


Notwithstanding
the foregoing, in the event that all of the following conditions have not been
satisfied on or prior to July 31, 2004, then, beginning on August 1, 2004, and
thereafter for so long as all of the conditions have not been satisfied, Sprint
PCS shall have the right, exercisable upon receipt of written notice by
Manager, to terminate this Addendum, and Manager shall have the right to
discontinue the stay of the Litigation:


 


(a) the
Bankruptcy Court has confirmed a plan of reorganization for Manager, in form
and substance reasonably satisfactory to Manager, the Committee and Sprint PCS
(the “Plan”);


 


(b) the
Bankruptcy Court has approved the Settlement Agreement and the Settlement
Agreement has become effective; and


 


(c) the
payment of the Cure Amount (as defined in the Settlement Agreement) required to
be made by Manager under the Settlement Agreement has been paid and received.


 


On the
Effective Date the Management
Agreement, the Services Agreement, the Trademark License Agreements and the
Schedule of Definitions are amended and restated as follows:


 


A.        New Amendments and Restatement of Previous
Amendments to Sprint PCS Agreements


 


Management
Agreement


 


3





















 


1.         Vendor Purchase Agreements – Software Fees
[NEW]. Section 1.3 is amended to read as follows:


 


Insert: “1.3.1         Discounted
Volume-Based Pricing.” before the first paragraph.


 


Insert: “1.3.2         Subscriber
and Infrastructure Equipment.” before the second paragraph.


 


Insert: “1.3.3         Exclusive
Use.” before the third paragraph.


 


Add a new section 1.3.4 as follows:


 


1.3.4       Software
Fees.


 


(a)           Manager acknowledges
that Sprint PCS administers the testing and implementation of the Software (i.e., pushing of the Software) into the
Service Area Network.


 


(b)           Sprint PCS, when
obtaining software for its own use that is identical to the Software, will use
commercially reasonable efforts to obtain a license from vendors (each, a “Vendor” and collectively, “Vendors”)
providing for the right of Manager to use the Software in connection with
telecommunications equipment manufactured by a Vendor (collectively the
software obtained by Sprint PCS for its own use and the Software that operates
on telecommunications equipment manufactured by a Vendor are for purposes of
this section 1.3.4, the “Vendor Software”;
when the term “Vendor Software” is used with respect to Manager, it means only
the Software, and not the software used only by Sprint PCS).


 


(c)           Manager will arrange
independently with a Vendor to obtain a license if Sprint PCS cannot reasonably
obtain a license for Manager.  Any
license that Manager obtains from the Vendor must require the Vendor Software
to be tested in Sprint PCS test beds by Sprint PCS and require Sprint PCS, not
a Vendor or Manager, to push the Vendor Software to the Service Area Network
unless Sprint PCS otherwise consents in advance in writing, in each case, at no
cost to Manager.  Sprint PCS agrees to
test the Vendor Software in Sprint PCS test beds within a reasonable period
after Manager reasonably requests the tests in writing.


 


(d)           Sprint PCS will:


 


(i)            notify Manager in
writing at least 60 days before the date of an automatic renewal of, or Sprint
PCS’ unilateral act to renew or extend, an agreement that provides Sprint PCS
the right to use the Vendor Software, and


 


(ii)           use reasonable efforts
to notify Manager in writing before the date Sprint PCS intends to start negotiations
with a Vendor regarding extension, renewal, pricing or other material terms
relating to Sprint PCS’ and Manager’s right to use the Vendor Software (whether
for new


 


4





















 


Software or
renewal of an existing license), and at least 60 days before the date Sprint
PCS executes an agreement, extension or renewal.


 


The notice by Sprint PCS will include the material terms and conditions
of any such agreement or negotiations to the extent known at the time of the notice,
including the network elements to be covered by the right to use the Vendor
Software.  Manager must notify Sprint PCS
in writing within 30 days after receiving the notice described in the first
sentence of this section 1.3.4(d) if Manager wants Sprint PCS to attempt to
obtain or continue the right for Manager to use the Vendor Software.  Sprint PCS will renew or negotiate the
agreement as if Manager will not be a user of the Vendor Software if Manager
does not provide notice to Sprint PCS within the 30-day period. However, Sprint
PCS may obtain pricing from a Vendor for the Vendor Software that includes
Manager as a user if obtaining the pricing does not obligate Manager to be a
user.


 


Sprint PCS will advise Manager from time to time of the status of the
Software negotiations if Manager requested Sprint PCS to obtain or continue the
right for Manager to use the Vendor Software under Sprint PCS’ agreement with a
Vendor.  Sprint PCS will use reasonable
efforts to give Manager notice of the final pricing for the right to use the
Vendor Software no less than 20 days before the expected execution or renewal
of the agreement; provided that, in any event, Sprint PCS will give Manager
notice of the final pricing no less than 5 Business Days before the expected
execution or renewal of the agreement. 
If necessary, Manager agrees to use commercially reasonable efforts to
enter into a nondisclosure agreement with a Vendor to facilitate providing such
final pricing to Manager.


 


Manager may give Sprint PCS notice by the time set forth in Sprint PCS’
notice to Manager (which time will not be less than 10 Business Days) that
Manager does not intend to use the Vendor Software through the agreement
between Sprint PCS and a Vendor.  If
Manager does not give this final notice to Sprint PCS, Manager is deemed to
agree to be a user of the Vendor Software through the agreement between Sprint
PCS and a Vendor and will pay the Allocable Software Fee (as defined
below).  Within 15 Business Days prior to
execution of an agreement between Sprint PCS and a Vendor, Sprint PCS will
provide to Manager a forecast of Manager’s estimated Allocable Software Fee ,
the estimated payment due dates relating to the Allocable Software Fee, and the
proportion of Manager’s Allocable Software Fee forecast to be due on each
payment due date, all based on the then-current status of negotiations between
Sprint PCS and the Vendor.


 


Sprint PCS does not have to obtain a license for Vendor Software for
Manager, even if Manager requests Sprint PCS to obtain such license, if at any
time before execution of the agreements granting the license Sprint PCS
reasonably believes that Manager is more likely than not to unreasonably refuse
to pay the Allocable Software Fee or Sprint PCS reasonably believes that the Manager
is in such financial condition that Manager is more likely than not to be
unable to pay the Allocable Software Fee.


 


If Manager accepts the Vendor Software, Sprint will (i) give Manager
Manager’s proportional share of any cash benefits relating specifically to the
Vendor Software that Sprint PCS obtains from a Vendor, and (ii) to the extent
the other benefits are available practically to be


 


5





















 


divided,
Sprint PCS will use commercially reasonable efforts to provide Manager with its
proportional share of the other benefits, including training, relating
specifically to the Vendor Software.


 


(e)           Sprint PCS will pay all
Software Fees relating to the Vendor Software to a Vendor if Sprint PCS obtains
a license from a Vendor that provides Manager the right to use the Vendor
Software and Manager agrees to pay any applicable Allocable Software Fee in
accordance with this section 1.3.4(e). 
Manager will be deemed to agree to pay any applicable Allocable Software
Fee if both:


 


(i)            Manager has not taken
the action described in paragraph (d) above to decline obtaining the right to
use the Vendor Software through the agreement between Sprint PCS and a Vendor,
and


 


(ii)           Sprint PCS obtains a
license providing for the right of Manager to use the Vendor Software.


 


Otherwise, Manager will not be charged the Allocable Software Fee.


 


Manager will pay Sprint PCS the Allocable Software Fee within 30 days
after receipt of an invoice in the event that clauses (i) and (ii) of section 1.3.4(e)
above are satisfied.  Sprint PCS will
invoice Manager only after Sprint PCS pays the underlying Software Fee to a
Vendor.  The Allocable Software Fee will
not include any amount for Software that is the same as or functionally
equivalent to any Software (y) that is a component of any service for which a
fee is charged under the Services Agreement or (z) for which Sprint PCS
otherwise charges Manager under this agreement.


 


Sprint PCS will calculate the “Allocable Software Fee”
as follows:


 


For each Vendor, multiply:


 


(i)            the Total Software
Cost of the Software Fees attributable to the Vendor Software for which Sprint
PCS has obtained for itself, Manager and Other Managers a license or other
right to use, by


 


(ii)           the quotient of:


 


(A)          the number of Customers
and Reseller Customers with an NPA-NXX assigned to the Service Area that are
assigned to a system using the Vendor Software, as reported in the most recent
monthly report that Sprint PCS issues before the date that Sprint PCS prepares
an Allocable Software Fee invoice, divided by:


 


(B)           the number of Customers
and Reseller Customers that are assigned to all systems using the Vendor
Software, as reported in the most recent monthly report that Sprint PCS issues


 


6





















 


before the
date that Sprint PCS prepares an Allocable Software Fee invoice.


 


(f)            Sprint PCS will
include with the invoice for the Allocable Software Fee a list of the component
charges, if available from a Vendor.  The
Software Fees that Sprint PCS pays to a Vendor will reflect rates no greater
than commercial rates negotiated at arms’ length.  For purposes of clarification, the parties
acknowledge a Vendor may insist on a comprehensive fee without listing each
component, but rather asserting that the fee covers all software necessary to
operate the equipment.  But Sprint PCS
will provide to Manager a description of all the features and functionality in
reasonable detail for all Software for which Manager is to pay an Allocable
Software Fee.


 


(g)           Manager will not be
charged the Allocable Software Fee for the Vendor Software after Manager:


 


(i)            notifies Sprint PCS in
writing within the periods allowed in section 1.3.4(d) that Manager declines to
have Sprint PCS obtain a right for Manager to use the Vendor Software or that
it does not intend to use the Vendor Software,


 


(ii)           obtains its own license
providing for Manager’s right to use the Vendor Software, and


 


(iii)          complies with the
requirements of section 1.3.4(h).


 


(h)           Manager will obtain its
own license providing for Manager’s right to use the Vendor Software from a
Vendor if Manager elects not to have Sprint PCS attempt to obtain a right for
Manager to use the Vendor Software under section 1.3.4(d). Manager will notify
Sprint PCS in writing and deliver to Sprint PCS within 10 Business Days after
Manager’s execution of Manager’s separate license, a signed document from the
vendor confirming that:


 


(i)            a Vendor has provided
Manager a separate license for the necessary software and the term of that license,
which term with appropriate renewal rights, must be at least as long as the
license Sprint PCS has from a Vendor,


 


(ii)           the fees paid by
Manager to a Vendor reflect commercial rates negotiated at arms’ length,


 


(iii)          the Vendor Software
covered by Manager’s license provides the usage and functionality necessary for
Manager to operate the Service Area Network in compliance with the Sprint PCS
Technical Program Requirements, and


 


(iv)          the Vendor Software may
be tested in Sprint PCS test beds by Sprint PCS and will be pushed to the
Service Area Network by Sprint


 


7





















 


PCS, not a
Vendor or Manager, unless Sprint PCS otherwise consents in advance in writing,
in each case, at no cost to Manager. 
Sprint PCS agrees to test the Vendor Software in Sprint PCS test beds
within a reasonable period after Manager reasonably requests in writing.


 


2.         Interconnection [NEW].  Section 1.4 is amended and restated in
its entirety to read as follows:


 


If Manager desires to interconnect a portion of the Service Area
Network with another carrier and Sprint PCS can interconnect with that carrier
at a lower rate, then to the extent that applicable laws, tariffs and
agreements permit, Sprint PCS will use commercially reasonable efforts to
arrange for the interconnection under its agreements with the carrier within a
commercially reasonable period.  Sprint
PCS will bill the interconnection fees to Manager at actual cost.


 


3.         Forecasting [NEW].   Section 1.6 is amended and restated in its
entirety to read as follows:


 


1.6          Forecasting.         Manager
and Sprint PCS will work cooperatively to generate mutually acceptable
forecasts of important business metrics that they agree upon.  The forecasts are for planning purposes only
and do not constitute either party’s obligation to meet the quantities
forecast.


 


4.         Financing [NEW, Addm III, §2(a) and Addm
IV, §8; revised by this Addendum]. 
Section 10 of Addendum I is deleted. 
Additionally, section 1.7 is amended to read as follows:


 


1.7          Financing.             The
construction and operation of the Service Area Network requires a substantial
financial commitment by Manager.  The
manner in which Manager will finance the build-out of the Service Area
Network and provide the necessary working capital to operate the business is
described in detail on Exhibit 1.7. 
Manager will allow Sprint PCS an opportunity to review before filing any
registration statement or prospectus or any amendment or supplement thereto and
before distributing any offering memorandum or amendment or supplement thereto,
and agrees, subject to Manager’s obligations under applicable law or
regulation, not to file or distribute any such document if Sprint PCS
reasonably objects in writing on a timely basis to any portion of the document
that refers to Sprint PCS, its Related Parties, their respective businesses,
this agreement or the Services Agreement.


 


Manager will promptly send Sprint PCS a copy of all financial
information Manager gives the Administrative Agent or any Lender.


 


5.         Financing Plan [NEW].  Exhibit 1.7 attached to this Addendum
replaces Exhibit 1.7 attached to Addendum IV.


 


6.         Information [NEW].  A new section 1.9 is added to the
Management Agreement.


 


8





















 


1.9          Access
to Information.


 


1.9.1  Network Operations.  Manager and Sprint PCS will have access to,
and may monitor, record or otherwise receive, information processed through
equipment, including switches, packet data switching nodes and cell site
equipment, that relates to the provision of Sprint PCS Products and Services or
to the provision of telecommunications services to Reseller Customers in the
Service Area Network, if the access, monitoring, recording or receipt of the
information is accomplished in a manner that:


 


(i)            Does not unreasonably
impede Manager or Sprint PCS from accessing, monitoring, recording or receiving
the information,


 


(ii)           Does not unreasonably
encumber Manager’s or Sprint PCS’ operations (including, without limitation,
Sprint PCS’ real-time monitoring of the Sprint PCS Network status, including
the Service Area Network),


 


(iii)          Does not unreasonably
threaten the security of the Sprint PCS Network,


 


(iv)          Does not violate any law
regarding the information,


 


(v)           Complies with technical
requirements applicable to the Service Area Network,


 


(vi)          Does
not adversely affect any warranty benefiting Manager or Sprint PCS (e.g., software warranties), and


 


(vii)         Does not result in a
material breach of any agreement regarding the information (e.g., national security agreements).


 


Sprint PCS and Manager will immediately notify the other party and
reasonably cooperate to establish new procedures for allowing both Manager and
Sprint PCS to access, monitor, record and receive the information in a manner
that meets the criteria in clauses (i) through (vii) above if either Manager or
Sprint PCS reasonably determines that the other party is accessing, monitoring,
recording or receiving the information described in this section 1.9.1 in a
manner that does not meet the criteria in clauses (i) through (vii) above.


 


Manager owns the information regarding the performance of its
equipment.  Each of Manager and Sprint
PCS may use the information obtained under this section 1.9.1 for any
reasonable internal business purpose, during the term of and after termination
of this agreement, the Services Agreement and the Trademark License Agreements,
so long as the use would be in accordance with those agreements if those
agreements were still in effect.


 


9





















 


1.9.2 
Customer Information.  Manager
is entitled to receive information Sprint PCS accesses, monitors, compiles,
records or receives concerning the Service Area Network or the Customers with
NPA-NXXs assigned to Manager’s Service Area, subject to the terms of this
section 1.9.2 and section 1.9.3 and Manager’s compliance with CPNI requirements and any other legal
requirements applicable to the information.


 


Sprint PCS will provide the information in the format that Manager
requests at no additional charge to Manager if Sprint PCS accesses, monitors,
compiles, records, receives or reports for its own use the information that
Manager requests in the same or substantially the same format as Manager
requests.  Sprint PCS will use
commercially reasonable efforts to provide the information within 5 Business
Days.


 


If Sprint PCS accesses, monitors, compiles, records, receives or
reports for its own use the information that Manager requests, but not in the
same or substantially the same format that Manager requests, then Sprint PCS
may provide the information in the format that Manager requests or
substantially the same format as Manager requests if Manager agrees to pay or
reimburse Sprint PCS for the costs Sprint PCS reasonably incurs.  Sprint PCS will use commercially reasonable
efforts to provide the requested information within 15 Business Days.


 


If Sprint PCS accesses, monitors, compiles, records or receives the
information requested by Manager, but not in the same or substantially the same
format that Manager requests, then Sprint PCS will provide the requested
information as raw data, if:


 


(i) Sprint PCS chooses not to provide the information as described in
the preceding paragraph, and


 


(ii) Manager agrees to pay or reimburse Sprint PCS for the costs Sprint
PCS reasonably incurs.


 


Sprint PCS
will use commercially reasonable efforts to provide the raw data within 15
Business Days.


 


Sprint PCS owns the information regarding the Customers.  Each of Manager and Sprint PCS may use the
information obtained under this section 1.9.2 during the term of and after
termination of this agreement, the Services Agreement and the Trademark License
Agreements so long as the use would be in accordance with those agreements if
those agreements were still in effect.


 


1.9.3 
Limitations and Obligations.  Sprint PCS does not
have to provide any information that Manager reasonably requests under this
agreement or the Services Agreement that:


 


(i)            Manager can obtain
itself in accordance with section 1.9.1 on a commercially reasonable basis (if
Sprint PCS has provided Manager


 


10





















 


with any
necessary specifications requested by Manager as to how to obtain the
information), unless Sprint PCS already has the information in its possession
and has not previously delivered it to Manager,


 


(ii)           Sprint PCS no longer
maintains, consistent with Sprint PCS’ document retention policy,


 


(iii)          Manager has already
received from Sprint PCS or its Related Parties,


 


(iv)          Sprint PCS does not
access, monitor, compile, record, receive or report, or


 


(v)           Sprint PCS must make
system modifications to provide the raw data, including without limitation
modifying or adding data fields or modifying code.


 


Sprint PCS will provide Manager a copy of the then-current Sprint PCS
document retention policy from time to time.


 


1.9.4 
Contracts. 
Sprint PCS will disclose to Manager the relevant terms and conditions of
any agreement and amendment between Sprint PCS and any third party, including
National Third Party Retail Agreements and handset vendor agreements, and any
agreement and amendment between Sprint PCS and its Related Parties:


 


(i)            with which Manager
must comply, directly or indirectly, under the Management Agreement, the
Services Agreement or any Program Requirement,


 


(ii)           from which Manager is
entitled to any benefit, or


 


(iii)          that relate to or
generate any pass-through amounts that Sprint PCS charges Manager under this
agreement or Settled-Separately Manager Expenses under the Services Agreement.


 


In each case
Sprint PCS’ disclosure will be in sufficient detail to enable Manager to
determine the obligations or benefits with which Manager must comply or benefit
or the charges or expenses to be paid by Manager.  Sprint PCS may provide to Manager copies of
the agreements or the relevant terms and conditions of such agreements in
electronic format upon notice to Manager, including by posting the copies or
relevant terms and conditions to a secure website to which Manager has
access.  Once each calendar year and from
time to time when a change is effected to any relevant term or condition,
Manager may request copies of the agreements that are not posted to the secure
website or whose relevant terms and conditions are not posted to the secure
website.


 


Sprint PCS will provide a copy of the agreement to Manager to the
extent permissible by the terms of the agreement within 30 days after execution
of the


 


11





















 


agreement.  Sprint PCS will allow Manager or its
representatives to review a copy of the agreement to the extent permissible by
the agreement if the agreement prohibits Sprint PCS from providing Manager a
copy.  Sprint PCS will satisfy the
requirements of this section 1.9.4 if it chooses to provide a copy of the
agreement in electronic form on a server that Sprint PCS designates.  Sprint PCS will use commercially reasonable
efforts to obtain the right from the third party, if required, to provide a
complete copy to Manager of any agreement between Sprint PCS and any third party
of the type described in this section 1.9.4.


 


7.         Most Favored Nation [NEW].  A new section
1.10 is added to the Management Agreement:


 


1.10        Subsequent
Amendments to Other Managers’ Management Agreements and Services Agreements.  Manager has the right to amend the terms in
its Management Agreement and Services Agreement as described in this section
1.10 if during the period beginning on the date of this Addendum and ending
December 31, 2006, any of the terms of a 3M-pops Manager’s Management Agreement
or Services Agreement are amended in any manner for any reason to be more
favorable to the 3M-pops Manager than the terms of Manager’s Management
Agreement or Services Agreement are to Manager, subject to the following:


 


(a)           Manager must elect to
accept all, but not less than all, of the terms of the 3M-pops Manager’s
Management Agreement and Services Agreement agreed to since the Effective Date
(collectively, but excluding the changes described in paragraphs (b) and (c)
below, the “Overall Changes”),


 


(b)           Manager will not be
required to accept any changes involving payment of specific disputed amounts
arising under the Management Agreement or Services Agreement of the 3M-pops
Manager, and


 


(c)           No amendments in
Manager’s Management Agreement and Services Agreement will be made to reflect
changes made in a 3M-pops Manager’s Management Agreement and Services Agreement
if such changes:


 


(i)            are made solely
because the 3M-pops Manager owns spectrum on which all or a portion of its
network operates, unless the 3M-pops Manager acquired this spectrum from Sprint
PCS or its Related Parties after the Effective Date, or


 


(ii)           are compelled by a law,
rule or regulation that applies to the 3M-pops Manager, but not to Manager, or


 


(iii)          relate to unique terms
or conditions, or


 


(iv)          are made solely to
modify the build-out plan.


 


12





















 


Sprint PCS
will prepare and deliver to Manager either an addendum containing the Overall
Changes that have been made to the 3M-pops Manager’s agreements in all of its
addenda or copies of the 3M-pops Manager’s amended and restated Management
Agreement, Services Agreement and Trademark License Agreements (in each case
redacted to protect the identity of the 3M-pops Manager) within 10 Business
Days after the later of the effective date expressly stated in the addendum or
other instrument containing these changes and the date of the addendum or other
instrument.  Manager then has 30 days to
notify Sprint PCS that Manager wants the Overall Changes.  If Sprint PCS provides Manager with redacted
copies of the documents as permitted in the first sentence of this paragraph,
then upon Manager’s request made within 10 days after Sprint PCS delivers the
documents, Sprint PCS will prepare and deliver an addendum containing the
Overall Changes within 10 days after Manager’s request, and Manager then has 10
days to notify Sprint PCS that Manager wants the Overall Changes.  For purposes of clarification, if the
amendment or other instrument between Sprint PCS and the 3M-pops Manager
provides or defines a specific date that is the effective date of that
amendment or other instrument then the 10 Business Day period will begin on
that specific date.


 


If Manager
does not notify Sprint PCS in this 30-day time period in writing that it wants
the Overall Changes, no changes will be made in the agreements between Manager
and Sprint PCS and Manager will be deemed to have waived its rights under this
section 1.10 with respect to the Overall Changes.


 


If Manager
notifies Sprint PCS within the 30-day period in writing that it wants the
Overall Changes, Sprint PCS will prepare, execute and deliver to Manager an
addendum reflecting the Overall Changes. 
The new addendum will have the same effective date as the addendum or
the restated Management Agreement, Services Agreement and Trademark License
Agreements between Sprint PCS and the 3M-pops Manager that gave rise to the new
addendum.  For purposes of clarification,
if the addendum or other instrument between Sprint PCS and the 3M-pops Manager
provides or defines a specific date that is the effective date of that addendum
or other instrument then the effective date of the new addendum will be the
same as that specific date.  Manager will
have 15 days to review the new addendum and notify Sprint PCS if Manager
determines any inaccuracies are reflected in the new addendum.  Sprint will correct those inaccuracies and
provide a corrected new addendum to Manager within 10 Business Days after
Manager’s notification.


 


No changes will be made in the agreements between Manager and Sprint
PCS if Manager does not execute and return the signed addendum within 30 days
after receipt of the signed addendum (or the corrected signed addendum, if
applicable, pursuant to the previous paragraph), in which case Manager will be
deemed to have waived its rights under this section 1.10 with respect to the
Overall Changes contained in the addendum presented.


 


13





















 


If Manager and Sprint PCS disagree as to whether the terms of the
signed addendum accurately reflect the Overall Changes, then the parties will
submit to binding arbitration in accordance with section 14.2, excluding the
escalation process set forth in section 14.1. 
If the arbiter rules in favor of Manager, then Sprint PCS will make
changes to the signed addendum that are necessary to reflect the arbiter’s
ruling and submit the revised signed addendum to Manager within 10 days after
receipt of the arbiter’s ruling.  If the
arbiter rules in favor of Sprint PCS, then Manager will have 10 Business Days
to either:  (i) execute the signed
addendum as proffered to Manager or (ii) decline to accept the addendum and pay
all of Sprint PCS’ expenses and reasonable attorneys’ fees related to the
arbitration.


 


The parties acknowledge that Sprint PCS can disclose to Manager who the
3M-pops Manager is that gave rise to the proposed addendum only if the 3M-pops
Manager agrees to the disclosure.


 


Sprint PCS represents and warrants that the draft of Amended and
Restated Addendum VIII presented to Manager on October 13, 2004 was the
then-current version of a pricing simplification addendum entered into by
Sprint PCS with any other 3M-pops Manager and that there have been no
subsequent agreements between Sprint PCS and 3M-pops Managers relative to their
price simplification addenda.  In some
instances, Sprint PCS has given Manager the option to choose between different
approaches taken by 3M-pops Managers in their price simplification addenda.


 


8.         Build-out [NEW].  (a)  Exhibit 2.1 attached to this Addendum,
which exhibit is comprised of a table, narrative description and coverage maps,
supersedes Exhibit 2.1 attached to Addendum VI to the Management Agreement.


 


(b) The
following paragraph is added as the third paragraph in section 2.1 of the
Management Agreement:


 


“Manager
has the exclusive option, exercisable in its sole discretion until September
30, 2005, to expand its Service Area to include Sault Ste. Marie, Michigan (BTA
#409) and Petoskey, Michigan (BTA #345) (together the “Mackinac
BTAs”). If Manager desires to exercise its option to expand its
Service Area to include the Mackinac BTAs, Manager must deliver to Sprint PCS a
notice in the form of Exhibit 8(b)(i) attached to this Addendum and
complete the build-out as set forth on Exhibit 8(b)(ii) attached to this
Addendum (the “Mackinac
Build-Out”) on or prior to September 30, 2005. 
Sprint PCS will not build-out its Service Area Network, or permit an
Other Manager to build-out its Service Area Network, in the Mackinac BTAs prior
to October 1, 2005.  Upon completion of
the Mackinac Build-Out by Manager, the list of BTAs in Manager’s Service Area
and Exhibit 2.1 will be updated to include the Mackinac BTAs.  If Manager exercises this option but does not
complete the Mackinac Build-Out by September 30, 2005, then the exercise of the
option will become null and void, Manager’s Service Area will not include
either of the Mackinac BTAs and Sprint PCS will have no obligation to acquire
any assets put into service by Manager in the Mackinac BTAs.”


 


14





















 


9.         Wireless
Mobility Communications Network [Addm I, §1].  The first phrase of section
2.3 is replaced with the following language:


 


Manager will
be the only person or entity that is a manager or operator for Sprint PCS with
respect to the Service Area and neither Sprint PCS nor any of its Related
Parties will directly or indirectly own, operate, build or manage another
wireless mobility communications network or sell Sprint PCS Products and Services
in the Service Area so long as this agreement remains in full force and effect
and there is no Event of Termination that has occurred giving Sprint PCS the
right to terminate this agreement, except that:


 


10.       Coverage Enhancement [NEW].  Section 2 of Addendum I is deleted.  Additionally, section 2.5 is amended and
restated in its entirety to read as follows:


 


2.5          Manager’s
Right of First Refusal For New Coverage Build-out.  If Sprint PCS desires New Coverage to be
built out, then Sprint PCS will grant to Manager the right of first refusal to
build-out that New Coverage.  Sprint PCS
will give to Manager a written notice of a New Coverage within the Service Area
that Sprint PCS decides should be built-out. 
Manager must communicate to Sprint PCS within 90 days after receipt of
the notice whether it will build-out the New Coverage, otherwise Manager’s
right of first refusal terminates with regard to the New Coverage described in
the notice.


 


Manager may build out additional coverage in the Service Area that is
not required under the Build-out Plan by giving Sprint PCS notice of such
election, except that Manager may not build out coverage for which its right of
first refusal has terminated pursuant to this section 2.5.


 


If Manager decides to build-out the New Coverage or exercises its right
of first refusal, then Manager and Sprint PCS will diligently negotiate and
execute an amendment to the Build-out Plan and proceed as set forth in sections
2.1 and 2.2.  The amended Build-out Plan
will contain critical milestones that provide Manager a commercially reasonable
period in which to implement coverage in the New Coverage.  In determining what constitutes a “commercially
reasonable period” as used in this paragraph, the parties will consider several
factors, including local zoning processes and other legal requirements, weather
conditions, equipment delivery schedules, the need to arrange additional
financing, and other construction already in progress by Manager.  Manager will construct and operate the
network in the New Coverage in accordance with the terms of this agreement.


 


If Manager declines to exercise its right of first refusal or Manager
fails to build out the New Coverage in accordance with the amended Build-out
Plan, then Sprint PCS may construct the New Coverage itself or allow a Sprint
PCS Related Party, an Other Manager or another third party to construct the New
Coverage on terms and conditions that are no more favorable than those that
were offered to and rejected by Manager. 
If (x) neither Sprint PCS, a Sprint PCS Related Party, any Other Manager
or any other third


 


15





















 


party (with
respect to such Other Manager or third party, on terms and conditions that are
no more favorable than those that were offered to and rejected by Manager)
commits to build-out the New Coverage within 150 days after the original
communication to Manager with respect thereto, or (y) more favorable terms and
conditions than those that were offered to and rejected by Manager are offered
to any Other Manager or other third party to build-out the New Coverage, then
any build-out of the New Coverage will again be subject to Manager’s right of
first refusal (and, if applicable, on such more favorable terms and
conditions).


 


Sprint PCS has the right, in a New Coverage that it constructs or that
is constructed by a Sprint PCS Related Party, an Other Manager or another third
party, to manage the network, allow a Sprint PCS Related Party to manage the
network, or hire an Other Manager or other third party to operate the network
in the New Coverage.  Any New Coverage
that Sprint PCS, a Sprint PCS Related Party, an Other Manager or another third
party builds out is deemed removed from the Service Area and the Service
Area Exhibit is deemed amended to reflect the change in the Service Area.


 


If Manager does not exercise its right of first refusal with respect to
a New Coverage, Manager’s right of first refusal does not terminate with
respect to the remainder of the Service Area.


 


At Manager’s request, Sprint PCS and Manager will discuss Manager’s
interest in expanding its Service Area and its build-out plans with respect to
the expanded area.


 


11.       Microwave Relocation and Costs  [NEW]. 
The last sentence of section 2.7 of the Management Agreement is replaced
with the following language:


 


Sprint PCS
will use reasonable efforts to notify Manager in writing at least 30 days
before it begins clearing spectrum for which Manager will be obligated for any
clearing costs under this section.  The
parties will share equally all costs associated with clearing sufficient
spectrum to operate the Service Area Network. 
If, in the process of clearing sufficient spectrum, Sprint PCS relocates
microwave paths on adjacent spectrum, the cost of clearing the entire range of
spectrum will be shared equally.  Sprint
PCS will reimburse Manager in proportion to the amount Manager paid to clear
the spectrum if Sprint PCS receives any reimbursement from a third party for
the costs of clearing spectrum.


 


12.       Sprint PCS Products and Services [NEW].  (a)  The
following paragraph is added at the end of section 3.1 of the Management
Agreement:


 


To facilitate Manager’s performance of its obligations under this
agreement, Sprint PCS will use commercially reasonable efforts to provide
adequate quantities of any equipment necessary for Manager to offer for sale,
promote and support the Sprint PCS Products and Services.


 


(b)           Section
3.2 (Other Products and Services) is amended and restated in its entirety as
follows:


 


16





















 


3.2          Other
Products and Services.  (a) Manager
may offer wireless products and services that are not Sprint PCS Products and
Services on terms Manager determines if such additional products and services:


 


(i)            do not violate the
obligations of Manager under this agreement;


 


(ii)           do not cause
distribution channel conflict with or consumer confusion regarding Sprint PCS’
regional and national offerings or 
Sprint PCS Products and Services;


 


(iii)          comply with the
Trademark License Agreements; and


 


(iv)          do not materially impede
the development of the Sprint PCS Network.


 


Manager will not offer any products or services under this section 3.2
that: (i) are confusingly similar to Sprint PCS Products and Services or (ii)
Sprint PCS plans to introduce as Sprint PCS Products and Services within 6
months following the date of Manager’s notice described in section 3.2(b) below
and that are confusingly similar to Sprint PCS Products and Services.


 


(b)           Manager must provide
Sprint PCS notice that it intends to offer a product or service and request
that Sprint PCS determine whether Sprint PCS considers the new product or
service to be confusingly similar to any Sprint PCS Products and Services and
whether Sprint PCS plans to introduce the same or a confusingly similar product
or service within 6 months after the date of Manager’s notice.


 


(c)           If Sprint PCS fails to
respond to Manager within 30 days after receiving Manager’s notice, then the
new product or service is deemed to create confusion with the Sprint PCS
Products and Services or Sprint PCS intends to introduce the same or a
confusingly similar product or service within 6 months after the date of
Manager’s notice; and therefore, Manager’s request is denied.  If Sprint PCS rejects Manager’s request,
Sprint PCS must provide the reasons for the rejection.  If the rejection is based on Sprint PCS’
failure to respond within 30 days and Manager requests an explanation for the
deemed rejection, then Sprint PCS must provide within 30 days the reasons for
the rejection.  If Manager disagrees with
Sprint PCS’ reasons for the rejection, the parties will resolve the matter
through the dispute resolution process in section 14.


 


(d)           If Sprint PCS responds
that such product or service is not confusingly similar to any Sprint PCS
Product or Service and that it does not intend to introduce the same or a
confusingly similar product or service within 6 


 


17





















 


months after
the date of Manager’s notice, then Manager may introduce its new product or
service, and Manager will have no obligation to refrain from selling such
product or service if Sprint PCS begins to sell the same or a confusingly
similar product or service.  In addition,
if Sprint PCS notifies Manager that it plans to introduce the same or a
confusingly similar product or service within 6 months after the date of
Manager’s notice and fails to introduce such same or confusingly similar
product or service within such 6-month period, then Manager may introduce such
product or service, and Manager will have no obligation to refrain from selling
such product or service if Sprint PCS begins to sell the same or a confusingly
similar product or service.


 


13.           Long-Distance Pricing [NEW].  Section 3 of Addendum I and section 9 of
Addendum III are deleted.  Additionally,
section 3.4 of the Management Agreement is amended and restated in its entirety
to read as follows:


 


3.4          IXC
Services.


 


3.4.1. Customer Long Distance.  Sprint PCS and
Manager will from time to time mutually define local calling areas in the
Service Areas of Manager that Sprint PCS and Manager will use to determine when
a customer will be billed for a “long distance call” under the applicable rate
plan of the Customer.  The parties
acknowledge that these local calling areas (i) may change in geographic scope
in response to competitive pressures or perceived market opportunities, and
(ii) may not be able to be changed because of regulatory, industry, or system
limitations.  The parties will not use
local calling areas to determine “long distance telephony services” under
section 3.4.2.  If the parties cannot
agree on the extent of the local calling area they will resolve the matter
through the dispute resolution process in section 14.


 


3.4.2. 
Long Distance Services


 


(a) Required purchase.  Manager must obtain
(i) long-distance telephony services through Sprint PCS or its Related Parties
to provide long-distance service to users of the Sprint PCS Network and (ii)
telephony services through Sprint PCS or its Related Parties to connect the
Service Area Network with the national platforms that Sprint PCS uses to
provide services to Manager under this agreement or the Services
Agreement.  The term “long distance
telephony service” means
any inter-LATA call for purposes of this section 3.4.2 as it relates to
long-distance telephony services provided to users of the Sprint PCS Network.


 


(b) 
Pricing and procedure.  Sprint PCS will purchase for Sprint PCS,
Manager and Other Managers long-distance telephony services used in the Sprint
PCS Network from Sprint Communications Company L.P. or its Related Parties (“SCCLP”).  Sprint PCS
will purchase these long-distance telephony services at a price and terms at
least as favorable to Sprint PCS, Manager and the Other Managers (considering
Sprint PCS, Manager and the Other Managers as a single purchaser) as the best
prices and terms SCCLP offers to any wholesale customer of SCCLP in similar
situations when taking 


 


18





















 


into account
all relevant factors (e.g., volume,
peak/off-peak usage, length of commitment). Sprint PCS will pay the invoice
from SCCLP, except for items that SCCLP directly bills under section
3.4.2(c).  Sprint PCS will bill to
Manager as an activity settled separately under the Services Agreement the
portion of the fees billed to Sprint PCS that relate to Manager’s operations
and the activity of all Customers and Reseller Customers in the Service Area,
except for items SCCLP directly bills under section 3.4.2(c).


 


If Sprint Corporation no longer has its “PCS” tracking stock, Sprint
PCS will include the volume of long-distance telephony services of Manager and
Other Managers with the volume of Sprint PCS when negotiating the Sprint PCS
rate with the long distance division of Sprint Corporation (currently
SCCLP).  The long distance division will
continue to provide long-distance telephony services to Sprint PCS for a price
and upon terms based on the same relevant factors described in the preceding
paragraph and in the same manner that it has under the present tracking stock
policy.


 


(c) 
Call routing. 
Manager, acting as a single purchaser, may purchase private line
capacity (or other forms of capacity) from SCCLP for inter-LATA calls to the
extent that this capacity can be obtained on terms more favorable to Manager
(acting as a single purchaser).  SCCLP
will sell that capacity to Manager at the best price that SCCLP offers to third
parties in similar situations when taking into account all relevant factors.
SCCLP will directly bill Manager for any purchase of capacity under this
section 3.4.2(c). The terms of section 1.3 do not
apply to purchases of capacity in this section 3.4.2(c).


 


(d) 
Pre-existing agreement.    If (i) before April 1, 2004, Manager is
bound by an agreement for long distance services or an agreement for private
line service and the agreement was not made in anticipation of this agreement
or Addendum VIII or (ii) before January 1, 2005, Manager enters into (or is
otherwise caused to be bound by) an agreement for long distance services or an
agreement for private line service (in either case related to backhaul) in
connection with Manager’s least-cost routing project being managed by CHR
Solutions, and the agreement was not made in anticipation of this agreement or
Addendum VIII, then the requirements of this section 3.4.2 do not apply
during the term of the other agreement. 
If the other agreement terminates for any reason, then the requirements
of this section 3.4.2 do apply from and after the termination.


 


(e) Resale.  Manager may not resell the long-distance
telephony services acquired under this section 3.4.2.  For purposes of clarification, resale under
this section 3.4.2(e) includes Manager selling minutes to carriers for ultimate
resale to end users under a brand other than “Sprint” or selling minutes to end
users under a brand other than “Sprint”. 
Manager may engage in the following activities (i.e.,
these activities are not treated as resale of long-distance telephony
services):


 


(1) the transport of long-distance calls for Customers under section
3.4.2(a),


 


(2) the transport of long-distance calls for resellers under section
3.5, and


 


19





















 


(3) the transport of long-distance calls for roaming under section 4.3.


 


(f) Sprint Rural Alliance Program.  The rights and obligations of Manager, if
any, for the provision of long distance telephony services for Sprint Rural
Alliance program participants will be set forth in a separate agreement.


 


14.       Voluntary Resale of Products and Services
[NEW].  Section 10 of Addendum III is
deleted.  Schedule 1 attached to this
Addendum replaces and supersedes the heading, preamble, general terms and all
attachments to the Program Requirement 3.5.2 dated August 13, 2002, which is
labeled “Exhibit 3.5.2 Program Requirement for
Voluntary Resale of Products and Services By Voluntary Resellers Under the
Private Label Solutions Program”. 
Program Requirement 3.5.2 – VMU which is labeled “Exhibit
3.5.2 – VMU Program Requirements for Voluntary Resale of Products and Services
by Virgin Mobile USA, LLC (version 7/07/02)” continues in effect, as
amended from time to time, except its label is amended to read “Program Requirement 3.5.2 – VMU Program Requirements for Resale of
Products and Services By Virgin Mobile USA, LLC (version 7/07/02)”.


 


Section 3.5.2
to the Management Agreement is amended and restated in its entirety to read as
follows:


 


3.5.2  Resale of Products and Services. 
Sprint PCS may choose to offer a resale product under which resellers will
resell Sprint PCS Products and Services under brand names other than the Brands
(such arrangement, a “Resale Arrangement”),
except Sprint PCS may permit the resellers to use the Brands for limited
purposes related to the resale of Sprint PCS Products and Services (e.g., to notify people that the handsets of the resellers
will operate on the Sprint PCS Network).  The resellers may also provide
their own support services (e.g., customer
care and billing) or may purchase the support services from Sprint PCS.  Other terms of the resale program are
governed by Program Requirement 3.5.2.


 


(a)           Existing Resale
Arrangements. Manager will participate in all Resale Arrangements that were entered into by Sprint PCS prior to April
1, 2004, including Previously Declined Resale Arrangements (as defined below)
(collectively, the “Existing Resale
Arrangements”), and the Existing Resale Arrangements will be
governed by Program Requirement 3.5.2 as amended by this Amended and Restated
Addendum VIII.  Compensation for Manager’s
participation in the Existing Resale Arrangements will be paid to Manager in
accordance with section 10.4.1.1(a)(i) of this agreement, unless compensation
was otherwise negotiated between Manager and Sprint PCS (e.g.,
Virgin Mobile USA).  “Previously Declined Resale Arrangements” means Resale
Arrangements between Sprint PCS and the following resellers:  Star Number, Inc., Telco Group, Inc.,
TRANZACT, Hal Inc., Wireless Retail Inc., Qwest Wireless, LLC and TracFone
Wireless, Inc.


 


(b)           Required Resale
Arrangements.  Subject to the
limitations set forth in clause (c) below and in section 10.4.1.1(b) of this
agreement, Manager will participate in (i) all new Resale Arrangements entered
into by Sprint PCS during the Required Resale Participation Period
(collectively, the “New Resale Arrangements”)
and (ii) all Existing Resale Arrangements and New Resale Arrangements that


 


20





















 


are renewed or
extended during the Required Resale Participation Period (collectively, the “Renewed Resale Arrangements”, and together with the New
Resale Arrangements, the “Required Resale
Arrangements”), in all cases with compensation being paid to Manager
as set forth in section 10.4.1.1(a)(iii) or (iv), whichever is applicable.  Sprint PCS agrees that the compensation,
payment and other terms and conditions under each Resale Arrangement entered
into, renewed or extended during the Required Resale Participation Period will
be the same as the compensation, payment and other terms and conditions
applicable to Sprint PCS and each Other Manager with respect to such
reseller.  Manager will have access to
the relevant terms of any Resale Arrangement as provided in section 1.9.4 of
this agreement.  For purposes of
determining renewals and extensions of Resale Arrangements under this
Agreement, including without limitation for purposes of section
10.4.1.1(c)(iii), if a Resale Arrangement does not expressly state an initial
term, then the arrangement shall be deemed to have a five-year initial term,
and if a Resale Arrangement states an initial term in excess of ten years, then
the arrangement shall be deemed to have a ten-year initial term, in each case,
after which term such arrangement will be deemed to be up for renewal or extension..


 


(c)           Limitations.  Manager may decline to participate in any
Required Resale Arrangement (including any renewal periods or extensions of
Existing Resale Arrangements or New Resale Arrangements) unless (i) the per
minute Reseller Customer Fees to be paid to Manager under such Resale
Arrangement at all times are at least as favorable to Manager as the per minute
Reseller Customer Fees set forth below:


 


	
  Monthly Voice Minutes of Use

  	
   

  	
  Blended Rate per Minute

  	
   

  
	
  0 – 500,000,000

  	
   

  	
  $

  	
  0.03825

  	
   

  
	
  500,000,001 – 2,000,000,000

  	
   

  	
  $

  	
  0.0365

  	
   

  
	
  Over
  2,000,000,000

  	
   

  	
  $

  	
  0.034

  	
   

  



 


and (ii) the other terms and conditions
(other than the per minute Reseller Customer Fees, which are addressed above)
of such Resale Arrangement, including the per kilobyte Reseller Customer Fees
to be paid to Manager, at all times are at least as favorable to Manager as the
other terms and conditions of the MVNO Support Agreement, dated as of May 12,
2004 (the “AT&T Arrangement”), by and
between Sprint Spectrum L.P. and AT&T Corp., as in effect from time to time
and giving effect to any changes to such terms and conditions that occur by
virtue of the existing terms and conditions of the AT&T Arrangement, but
not giving effect to any amendments to, or modifications of, the AT&T
Arrangement or changes to the AT&T Arrangement that result from the
exercise of the MFN provisions in the AT&T Arrangement.  Except as set forth in section 10.4.1.1(c)
below, Manager will have no obligation to participate in any Required Resale
Arrangement after the Required Resale Participation Period.


 


The Resale Arrangement between Sprint PCS and
Virgin Mobile USA will be treated as a New Resale Arrangement and subject to
the compensation set forth in section 10.4.1.1(a)(iii) or


 


21





















 


(iv), whichever is applicable, if continued after the expiration of the
initial term of the arrangement.


 


Additionally, Manager may decline to continue
to participate in any Resale Arrangement after the initial term of that
arrangement if such arrangement is renewed or extended prior to its contractual
renewal date and before December 31, 2006.


 


Except as required under the regulations and rules concerning mandatory
resale, Manager may not sell Sprint PCS Products and Services for resale unless
Sprint PCS consents to such sales in advance in writing.


 


15.           Intra-LATA Calls and Backhaul Services
[NEW].    Section 11 of Addendum III
is deleted.  Additionally, section 3.7 is
amended and restated in its entirety to read as follows:


 


3.7          Intra-LATA
Calls and Backhaul Services. 
Manager, acting as a single purchaser, may purchase capacity (including
private line capacity) from SCCLP for intra-LATA calls and backhaul
services.  SCCLP will sell that capacity
to Manager at the best price that SCCLP offers to third parties in similar
situations when taking into account all relevant factors.


 


Manager will offer to Sprint PCS or one of its Related Parties the
right to make to Manager the last offer to provide capacity for intra-LATA
calls and backhaul services for the Service Area Network if:


 


(i)            Manager decides to
use third parties for intra-LATA calls and backhaul services rather than
self-provisioning the capacity or purchasing the capacity from Related Parties
of Manager, and


 


(ii)           Sprint PCS or one of
its Related Parties has provided evidence to Manager that SCCLP or one of its
Related Parties has facilities to provide the capacity requested.


 


Manager will
deliver to Sprint PCS the terms under which the third party will provide the
capacity.  Sprint PCS or one of its
Related Parties will have a reasonable time to respond to Manager’s request for
last offer to provide pricing for capacity for intra-LATA calls and backhaul,
which will be no greater than 5 Business Days after receipt of the request for
the pricing and the third party’s terms from Manager.  Manager will acquire capacity for intra-LATA
calls and backhaul services from Sprint PCS or one of its Related Parties if
Sprint PCS or one of its Related Parties offers Manager pricing and other terms
for intra-LATA calls and backhaul services for the Service Area Network that
matches the terms, including pricing, or is better than the terms and lower
than the pricing offered by the third party. 
For purposes of this section 3.7, the term “backhaul” means the
provision of services from a cell site of Manager to the corresponding switch
associated with the cell site.


 


22





















 


If Manager has an agreement for these services that is either (i) in
effect as of the April 1, 2004 and the agreement was not made in anticipation
of this agreement or Addendum VIII or (ii) related to backhaul and entered into
before January 1, 2005 in connection with Manager’s least-cost routing project
being managed by CHR Solutions and the agreement was not made in anticipation
of this agreement or Addendum VIII, then the requirements of this
section 3.7 do not apply during the term of the other agreement.  If the other agreement terminates for any
reason, then the requirements of this section 3.7 do apply from and after
the termination.


 


16.       Sprint PCS Roaming and Inter Service Area Program
Requirements [NEW].   The
second paragraph of section 4.3 is amended to read as follows:


 


Section 10.4.1 sets forth the settlement process that distributes
between the members making up the Sprint PCS Network (i.e.,
Sprint PCS, Manager and all Other Managers) a fee for use of the Sprint PCS
Network and the Service Area Network (the “Inter Service Area Fee”).


 


17.       Customer Service Program Requirements
[NEW].  Section 2 of Addendum V is
deleted.  For clarification purposes, the
Customer Service Program Requirements are effective as of the Effective Date of
this Amended and Restated Addendum VIII, and will not be applied retroactively to
existing programs or operations.


 


18.                     Changes to Program Requirements [NEW].


 


(a)                                  The
first sentence of section 9.2(e) is amended to read as follows:


 


Manager must implement any changes in the Program Requirements within a
commercially reasonable period of time unless Sprint PCS otherwise consents,
subject to section 9.3.


 


(b)                                 Section
9.3 is amended and restated in its entirety to read as follows:


 


9.3          Manager’s Rights regarding Changes to Program
Requirements.


 


9.3.1  Parameters for Required Program Requirement
Implementation.


 


(a)                                  Manager
may, without being in default of this Agreement, decline to implement a
Non-Capital Program Requirement Change if Manager determines that the
Non-Capital Program Requirement Change will satisfy any of the following tests:


 


(A)          individually cause the
combined peak negative cash flow of Manager to be an amount greater than 3% of
Manager’s Ultimate Parent’s Enterprise Value, or


 


(B)           when combined with
original assessments made under clause (A) above of all other Program
Requirement Changes that Sprint PCS announced and Manager agreed to implement
or Manager otherwise


 


23





















 


was required
to implement in accordance with section 9.3.4, both within the preceding 12
calendar months, cause the combined cumulative peak negative cash flow of
Manager to be an amount greater than 5% of Manager’s Ultimate Parent’s
Enterprise Value, or


 


(C)           individually cause a
decrease in the forecasted 5-year discounted cash flow of Manager’s Ultimate
Parent (at Manager’s Ultimate Parent’s appropriate discount rate) of more than
3% on a combined net present value basis, or


 


(D)          when combined with
original assessments made under clause (C) above of all other Program
Requirement Changes that Sprint PCS announced and Manager agreed to implement
or Manager otherwise was required to implement in accordance with section
9.3.4, both within the preceding 12 calendar months, cause a decrease in the
forecasted 5-year discounted cash flow of Manager’s Ultimate Parent (at Manager’s
Ultimate Parent’s appropriate discount rate) of more than 5% on a combined net
present value basis.


 


The term “Non-Capital Program
Requirement Change” means a Program Requirement Change that does not
require Manager to make any capital expenditures in excess of  5% of Manager’s capital budget as approved by
the Manager’s board of directors for the fiscal year in which the Program
Requirement Change is requested, but does not include changes to the Trademark
Usage Guidelines, the Marketing Communications Guidelines, and the Sprint PCS
National or Regional Distribution Program Requirements.


 


If Manager declines to implement any Non-Capital
Program Requirement Change, Manager must give Sprint PCS within 10 Business
Days after Sprint PCS provides Manager with notice of the Program Requirement
Change:


 


(i)            written notice that Manager declines to
implement the Non-Capital Program Requirement Change, and


 


(ii)           a written assessment of the impact of the
Non-Capital Program Requirement Change on Manager using the parameters set
forth in subparagraphs (A) through (D) above.


 


(b)           Manager
may, without being in default of this agreement, decline to implement any
Capital Program Requirement Change if Manager determines that the Capital
Program Requirement Change will satisfy any of the following tests:


 


(A)          have a negative net
present value applying a 5-year discounted cash flow model, or


 


24





















 


(B)           individually cause the
combined peak negative cash flow of Manager to be an amount greater than 3% of
Manager’s Ultimate Parent’s Enterprise Value, or


 


(C)           when combined with
original assessments made under clause (B) above of all other Program
Requirement Changes that Sprint PCS announced and Manager agreed to implement
or Manager otherwise was required to implement in accordance with sections
9.3.1(c), 9.3.3 and 9.3.4, both within the preceding 12 calendar months, cause
the combined cumulative peak negative cash flow of Manager to be an amount
greater than 5% of Manager’s Ultimate Parent’s Enterprise Value.


 


The term “Capital Program
Requirement Change” means any Program Requirement Change that
requires an expenditure of capital by Manager that is greater than 5% of
Manager’s capital budget as approved by the Manager’s board of directors for
the fiscal year in which the Program Requirement Change is requested, but does
not include changes to the Trademark Usage Guidelines, the Marketing
Communications Guidelines, and the Sprint PCS National or Regional Distribution
Program Requirements.


 


If Manager declines to implement any Capital Program Requirement
Change, Manager must give Sprint PCS within 10 Business Days after Sprint PCS
provides Manager with notice of the Program Requirement Change:


 


(i)            written notice that
Manager declines to implement the Capital Program Requirement Change, and


 


(ii)           a written assessment of
the impact of the Capital Program Requirement Change on Manager using the
parameter set forth above.


 


Manager must implement a Capital Program Requirement Change if:


 


(i)            the capital
requirement associated with such Program Requirement Change is for a network
capacity expansion due to a change in a service plan, provided that
implementing the Program Requirement Change will not exceed any of the
parameters described in section 9.3.1(a), or


 


(ii)           the capital requirement
associated with such Program Requirement Change is necessary to comply with
network performance standards required under this agreement.


 


If Manager has the right to decline a Program Requirement Change,
Sprint PCS may modify the scope of the Program Requirement Change in all or
certain of Manager’s markets to create a positive net present value for the
entire Program Requirement Change, and Manager will implement the modified
Program Requirement Change. 


 


25





















 


Section 9.3.2
governs any disagreement between the parties regarding the determination of the
net present value of a Program Requirement Change.


 


Upon giving Manager notice of a Program Requirement Change, Sprint PCS
will provide Manager with Sprint PCS’s business analysis setting forth the
reasons for such change, key assumptions used by Sprint PCS, and any other
information reasonably requested by Manager.


 


9.3.2. 
Disagreement with Assumptions or Methodology.  Sprint PCS must notify Manager of any
disagreement with Manager’s assumptions or methodology within 10 days after its
receipt of Manager’s assessment under section 9.3.1.  Manager will not be required to implement the
Program Requirement Change if Sprint PCS fails to notify Manager of any
disagreement within this 10-day period unless Sprint PCS requires such
compliance under section 9.3.3 below. 
Either party may escalate the review of the assumptions and methodology
underlying the assessment to the parties’ respective Chief Financial Officers
if Sprint PCS disagrees with Manager’s assessment and the parties are unable to
agree on the assumptions and methodology within 20 days after Sprint PCS
notifies Manager of the disagreement.


 


The parties will mutually select an independent investment banker in
the wireless telecommunications industry (“Investment Banker”)
to determine whether the implementation of the Program Requirement Change will
exceed one of the parameters if Sprint PCS and Manager are unable to agree on
the assumptions and methodology to perform the calculations within 30 days
after Sprint PCS notifies Manager of the disagreement.  The American Arbitration Association will
select the Investment Banker if the parties do not select the Investment Banker
within 50 days after Sprint PCS notifies Manager of the disagreement.  Sprint PCS and Manager will cooperate fully
and provide all information that the Investment Banker reasonably
requests.  But any Investment Banker that
the American Arbitration Association selects, and its investment bank, must
have no current engagement with either Manager or Sprint PCS and must not have
been engaged by either such party within the 12 calendar months preceding the
engagement under this section.  A business
relationship between Manager or Sprint PCS and a commercial bank or other
organization affiliated with an investment bank will not disqualify the
investment bank.  The Investment Banker
will have 20 days from the date of engagement to make its decision.


 


Manager will pay any Investment Banker’s fees and implement the Program
Requirement Change if the parties agree or the Investment Banker determines
that implementing the Program Requirement Change will not exceed any of the
parameters described in section 9.3.1.


 


9.3.3 
One or More Parameters Exceeded.  Sprint
PCS will pay the Investment Banker’s fees if the parties agree or the
Investment Banker determines that implementing the Program Requirement Change
will exceed at least one of the parameters described in section 9.3.1.  Sprint PCS may require Manager to implement
the Program Requirement Change whether the parties agree or disagree or the
Investment Banker determines that


 


26





















 


implementing
the Program Requirement Change will exceed at least one of the parameters
described in section 9.3.1, if Sprint PCS agrees to compensate Manager the
amount necessary to prevent Manager from exceeding the parameters set forth in
section 9.3.1.


 


9.3.4 
Changes with Respect to Pricing Plans and Roaming Program Requirements.  Manager will implement a change with respect
to the following in the manner requested by Sprint PCS, even if Manager
determines that implementing the change will have an adverse impact on Manager
that meets or exceeds the tests set forth in section 9.3.1(a) or section
9.3.1(b):


 


(i)            relates to a pricing
plan under section 4.4 or a roaming program, and


 


(ii)           Sprint PCS reasonably
determines must be implemented on an immediate or expedited basis to respond to
specific, identifiable developments in the competitive market forces.


 


Manager’s implementation
of the change will not adversely affect Manager’s right to object to the
implementation of the change.  Manager
will continue to comply with the change if the parties agree or the Investment
Banker determines (using the procedure described in section 9.3.2) that
implementing the change will not exceed any of the parameters described in
section 9.3.1(a) or section 9.3.1(b).  If
Sprint PCS does not successfully challenge Manager’s assessment of the adverse
impact of the change on Manager in accordance with section 9.3.2, Sprint PCS
can require Manager either to:


 


(i)            continue to comply
with the change and compensate Manager in the amount necessary to reimburse
Manager for any reasonable costs, expenses or losses that Manager incurs as a
result of its implementation of the change net of any benefit that Manager
receives, to the extent the costs, expenses and losses net of the benefits
exceed the parameters set forth in section 9.3.1(a) or section 9.3.1(b), or


 


(ii)           terminate its continued
compliance with the change and compensate Manager in the amount necessary to
reimburse Manager for any reasonable costs, expenses or losses that Manager
incurs as a result of its implementation of the change net of any benefit that
Manager receives.


 


Manager cannot terminate
its continued compliance if Sprint PCS elects to require Manager’s continued
compliance with the change under section 9.3.3 above.


 


(c)           A new section 9.7 is added to the
Management Agreement:


 


9.7          Review of Program Requirements;
Unilateral Changes.


 


Sprint PCS intends that any change to a
Program Requirement will


 


27





















 


be in the best interests of Sprint PCS and Manager.


 


Sprint PCS and Manager will act in good faith
to mitigate (to the extent commercially reasonable) the adverse economic impact
on Manager of the exercise of any right of Sprint PCS to effect any change
under or pursuant to this agreement, the Services Agreement and either
Trademark License Agreement to the extent Manager believes such change will
have a significant adverse economic impact on Manager’s operations, except with
respect to changes involving Sprint PCS National or Regional Distribution
Program Requirements.  For purposes of
clarification, the parties intend the preceding sentence to obligate them to a
robust discussion and open dialogue but understand the discussion and dialogue
may not lead to any particular solution of the issues raised by Manager or
Sprint PCS.  By way of illustration,
under the second preceding sentence, if Manager believed that the exercise of
the unilateral right to change the Trademark Usage Guidelines or the
designation of Sprint PCS Products and Services had an adverse economic impact
on Manager, then Manager and Sprint PCS will in good faith attempt to mutually
agree on how to mitigate the adverse impact on Manager.


 


(e)           A new section 9.8 is
added to the Management Agreement.


 


9.8          Breach
for Failure to Implement Program Requirements.


 


Manager will be in material breach of a material term and Sprint PCS
may exercise its rights under section 11 if Manager willfully refuses to
implement a Program Requirement when required to do so under this agreement.


 


19.       Fees [NEW].  Sections 4 and 13 of Addendum I are deleted.  Additionally Article 10 of the Management
Agreement is amended and restated in its entirety to read as follows:


 


10.          FEES


 


10.1        General.    Sprint PCS and Manager will pay to each
other the fees and apply the credits in the manner described in this section
10.  The amounts that Sprint PCS is paid
or retains are for all obligations of Manager under this agreement.  Many of the definitions for the fees in
section 10.2 are found in section 10.3.


 


10.2        Fees.


 


10.2.1     Fee
Based on Billed Revenue.    Sprint PCS will pay to Manager the Fee
Based on Billed Revenue as determined in this section 10.2.1.


 


“Billed Revenue” is
all customer account activity (e.g., all
activity billed, attributed or otherwise reflected in the customer account but
not including Customer Credits) during the calendar month for which the fees
and payments are being calculated (the “Billed Month”)
for Sprint PCS Products and Services related to all Customer accounts within a customer service area (“CSA”) assigned to the Service Area,
except (i)


 


28





















 


Outbound Roaming Fees, (ii) amounts handled separately in
this section 10 (including the amounts in sections 10.2.3 through 10.2.6, 10.4
and 10.8), (iii) amounts collected from Customers and paid to governmental or
regulatory authorities (e.g., Customer Taxes and USF Charges), and
(iv) other amounts identified in this agreement as not included in Billed
Revenue (these Customer accounts being “Manager Accounts”).  Within 30 days after signing this Addendum,
Sprint PCS will provide Manager with a list of all revenue accounts included in
Billed Revenue, and Sprint PCS will, as soon as reasonably practicable, provide
Manager with updates to that list as it changes.


 


Billed Revenue does not include new activity billed to the Customer
solely to recover costs incurred by Sprint PCS, Manager or both related solely
to such new activity.  Manager and Sprint
PCS will share the revenues from this billing in proportion to the costs they
incur.  Any amounts recovered in excess
of costs incurred will be considered Billed Revenue.


 


For purposes of clarification, Sprint PCS currently assigns Customers
to CSAs based on customer billing addresses and expects that procedure to
remain in place after the Effective Date.


 


If Sprint PCS or Manager develops products or services that bundle
Sprint PCS Products and Services with other products or services (e.g., local service or broadband wireline service), then
Sprint PCS and Manager will  use
commercially reasonable efforts to agree on the proper allocation of revenue,
bad debt expenses, credits and promotions for the bundled products and
services.


 


Sprint PCS will reasonably determine the amount of credits applied to
Manager Accounts during the Billed Month (“Customer Credits”).


 


“Net Billed Revenue”
for a Billed Month is the amount of the Billed Revenue less the Customer
Credits.


 


The “Fee Based on Billed Revenue” for a
Billed Month is equal to 92% of (a) Net Billed Revenue, less (b) the Allocated
Write-offs for Net Billed Revenue.


 


10.2.2   Outbound Roaming Fee.    Sprint PCS will pay to Manager a fee equal
to the amount of Outbound Roaming Fees that Sprint PCS or its Related Parties
bills to Manager Accounts, less the Allocated Write-offs for Outbound Roaming
Fees.  For purposes of clarification,
Sprint PCS will settle separately with Manager the direct cost of providing the
capability for the Outbound Roaming, including any amounts payable to the
carrier that handled the roaming call and the clearinghouse operator for Outbound
Roaming.


 


10.2.3     Phase
II E911 Surcharges.    Sprint PCS will pay to Manager a
fee equal to a portion of the E911 Phase II Surcharges (attributable to
incremental costs for Phase II E911, including but not limited to related
handset costs, routing costs, implementation costs, trunks and testing costs,
and anticipated write-offs for bad debt)


 


29





















 


billed during the Billed Month to Customers with an NPA-NXX assigned to
the Service Area, less the Allocated Write-offs for that portion of E911 Phase
II Surcharges in the Billed Month.  The
portion of the billed amount attributed to Manager will be based on Manager’s
proportional cost (as compared to Sprint PCS’ proportional cost) to comply with
Phase II of the E911 requirements. 
Sprint PCS will determine from time to time the rate billed to Customers
related to Phase II E911 and the portion payable to Manager.


 


10.2.4     Wireless
Local Number Portability Surcharges.   
Sprint PCS will pay to Manager a fee equal to a portion of the Wireless
Local Number Portability Surcharges (“WLNP Surcharges”)
billed during the Billed Month to Customers with an NPA-NXX assigned to the
Service Area, less the Allocated Write-offs for that portion of the WLNP
Surcharges in the Billed Month.  The
portion of the billed amount attributed to Manager will be based on Manager’s
proportional cost (as compared to Sprint PCS’ proportional cost) to comply with
Wireless Local Number Portability requirements. 
Sprint PCS will determine from time to time the rate billed to Customers
related to WLNP Surcharges and the portion payable to Manager.


 


10.2.5     Customer
Equipment Credits.    Sprint PCS
will apply as a credit to any other fees under this section 10.2 owing by
Sprint PCS to Manager an amount equal to the amount of the Customer Equipment
Credits less the Allocated Write-offs for Customer Equipment Credits.


 


10.2.6     
Write-offs for Customer Equipment Charges.    Sprint PCS will apply as a credit to any
other fees under this section 10.2 owing by Sprint PCS to Manager an amount
equal to the amount of the Allocated Write-offs for Customer Equipment Charges.


 


10.3 
Definitions used in fee calculations


 


10.3.1   
Write-offs.    Sprint
PCS will determine the amounts written off net of deposits applied and net of
recoveries (the “Write-offs”) in the Sprint PCS
billing system during the Billed Month relating to Manager Accounts.


 


10.3.2     Billed
Components.            Each of the following amounts is
referred to as a “Billed Component” and
collectively they are referred to as the “Billed Components”.


 


10.3.2.1   
Net Billed Revenue.    The amount determined as described in
section 10.2.1.


 


10.3.2.2   
Customer Equipment Credits.    The reductions of amounts billed to Manager
Accounts related to the sale of handsets and handset accessories from Sprint
PCS inventory are referred to as “Customer Equipment
Credits”.  This is a negative
amount that reduces the Amount Billed (Net of Customer Credits).


 


30





















 


10.3.2.3   
100% Affiliate Retained Amounts.    The amounts referred to as “100% Affiliate
Retained Amounts” on Exhibit 10.3, to which Manager is entitled to 100%
of the amounts that Customers are billed for such items.


 


10.3.2.4  
100% Sprint PCS Retained Amounts.    The
amounts referred to as “100% Sprint PCS Retained Amounts” on Exhibit 10.3,
to which Sprint PCS is entitled to 100% of the amounts that Customers are
billed for such items.


 


10.3.2.5   
Customer Equipment Charges.    The
amounts that Sprint PCS bills to Manager Accounts for subscriber equipment and
accessories sold or leased are referred to as “Customer
Equipment Charges”.


 


10.3.2.6  
E911 Phase II Surcharges.  The
amounts that Sprint PCS bills to Manager Accounts to recover all costs related
to Phase II E911 functionality are referred to as “E911 Phase
II Surcharges”.


 


10.3.2.7  
USF Charges.    The amounts that Sprint PCS bills to Manager
Accounts relating to Universal Service Funds are referred to as “USF Charges”.


 


10.3.2.8  
WLNP Surcharges.    The amounts that Sprint PCS bills to Manager
Accounts to recover costs related to WLNP activities.


 


10.3.3   
Amount Billed (Net of Customer Credits).  The “Amount Billed (Net of
Customer Credits)” for a Billed Month
is equal to the sum of the Billed Components.


 


10.3.4  
 The Allocated Write-offs.    The “Allocated Write-offs”
for all or a portion of a Billed Component in a Billed Month is the Write-offs
for the Billed Month times the amount of the Billed Component (or portion
thereof) divided by the Amount Billed (Net of Customer Credits).


 


10.4        Other
Fees and Payments.  Sprint PCS and
Manager will pay to each other the fees and payments described below:


 


10.4.1    Inter Service Area Fees and Reseller
Customer Fees.


 


10.4.1.1 Inter
Service Area Fee and Reseller Customer Fee Paid.    Manager will pay to Sprint PCS an Inter
Service Area Fee as set forth in this section 10.4.1 for each billed minute or
kilobyte of use that a Customer with an NPA-NXX assigned to the Service Area
uses a portion of the Sprint PCS Network other than the Service Area
Network.  Sprint PCS will pay to Manager
an Inter Service Area Fee for each billed minute or kilobyte of use that a
Customer whose NPA-NXX is not assigned to the Service Area Network uses the
Service Area Network.


 


(a)    Sprint PCS will pay to
Manager the fees set forth in this section 10.4.1 for each billed minute or
kilobyte of use that a Reseller Customer uses the


 


31





















 


Service Area
Network unless otherwise negotiated (such fees are referred to in this
agreement as “Reseller Customer Fees”):


 


(i) with respect to
arrangements between Sprint PCS and resellers in existence as of April 1, 2004,
that Manager has opted into prior to April 1, 2004 (other than Virgin Mobile
USA, which is addressed in clause (ii) below), the amount of fees set forth in
subsections 10.4.1.2 and 10.4.1.3;


 


(ii) with respect to Virgin Mobile USA, the
amount of fees set forth in Program Requirement 3.5.2 – VMU; except, that the
Resale Arrangement between Sprint PCS and Virgin Mobile USA will be treated as
a New Resale Arrangement and subject to the compensation set forth in section
10.4.1.1(a)(iii) or (iv), whichever is applicable, if continued after the
expiration of the initial term of the arrangement;


 


(iii) with respect to arrangements between Sprint PCS and resellers
that are entered into after April 1, 2004 and before January 1, 2007, or that
are renewed or extended during that period, the amount of fees collected by
Sprint PCS from the resellers as payment for the Reseller Customer’s use of the
Service Area Network; and


 


(iv) with respect to arrangements between Sprint PCS and resellers that
are entered into, renewed or extended during the three-year period beginning on
January 1, 2007, or a subsequent three-year period beginning on the third
anniversary of the beginning of the previous three-year period, the amount of
fees determined as described in section 10.4.1.1(c).


 


(b)    With respect to Resale
Arrangements described in section 10.4.1.1(a)(iii), Sprint PCS will give
Manager Manager’s proportional share of (i) any cash payments received by
Sprint PCS from the other party to a Resale Arrangement, in addition to the
reseller rate, relating specifically to the Resale Arrangements (other than
those cash payments for reimbursement of expenses incurred to implement the
Resale Arrangement, which are addressed in the following paragraph), and (ii)
to the extent reasonably able to be made available to Manager, any non-cash
payments received by Sprint PCS from the other party to the Resale Arrangement
relating specifically to the Resale Arrangements.  For purposes of clarification, payments made
to Sprint PCS to reimburse Sprint PCS for actual costs incurred to implement
some aspect of the Resale Arrangement are not cash or non-cash payments subject
to this section.


 


Sprint PCS will use commercially reasonable efforts to negotiate with
the other party to the Resale Arrangement to have the other party directly
reimburse Manager for Manager’s actual costs incurred to implement the Resale
Arrangement, if any.  If Sprint PCS is
unable to negotiate such reimbursement arrangement with the other party, but
collects reimbursement from the other party to the Resale Arrangement, Sprint
PCS will allocate to Manager Manager’s proportional share of any reimbursement
received from the other party.


 


32





















 


If the reseller is a Related Party of Sprint PCS or if Sprint PCS owns
a substantial equity interest in the reseller, then Sprint PCS and Manager must
agree on the Reseller Customer Fee to be paid by Sprint PCS to Manager and any
proportional sharing of any other cash and non-cash payments before Manager
will have an obligation to participate in such arrangement.


 


(c)    For each three-year period
described in section 10.4.1.1(a)(iv):


 


(i)  Sprint PCS will give Manager proposed terms, fees and conditions
applicable to Manager’s participation in Resale Arrangements by October 31 of
the calendar year before the calendar year in which the then current reseller
period ends (e.g., the initial reseller period ends on December 31, 2006 so the
amount has to be presented by October 31, 2005).  Manager’s representative and the Sprint PCS
representative will begin discussions regarding the proposed terms, fees and
conditions applicable to Manager’s participation in Resale Arrangements within
20 days after Manager receives the proposed terms, fees and conditions
applicable to Manager’s participation in Resale Arrangements from Sprint PCS.


 


(ii)  If the parties do not agree
on the new terms, fees and conditions applicable to Manager’s participation in
Resale Arrangements within 30 days after the discussions begin, then Manager
may escalate the discussion to the Sprint PCS Chief Financial Officer or Sprint
Spectrum may escalate the discussion to Manager’s Chief Executive Officer or
Chief Financial Officer.


 


(iii)  If the parties cannot agree on the new terms, fees and conditions
applicable to Manager’s participation in Resale Arrangements through the
escalation process within 20 days after the escalation process begins, then
without Manager’s prior written consent, (A) Manager will not be required to
participate in any Resale Arrangement that is entered into by Sprint PCS, or
renewed or extended, after the Required Resale Participation Period and (B)
Manager will not be required to participate in Existing Resale Arrangements or
Required Resale Arrangements after the Required Resale Participation Period,
provided, however, that Manager will continue to allow resellers under Existing
Resale Arrangements and resellers under Required Resale Arrangements, which
Manager opted into or in which Manager was required to participate under this
agreement, to activate subscribers with an NPA-NXX assigned to Manager’s
Service Area and Manager will continue to support such resellers (x) with
respect to resellers under Existing Resale Arrangements and resellers under New
Resale Arrangements, throughout the then remaining term of their Resale
Arrangement with Sprint PCS, without giving effect to any applicable renewal
terms and phase out periods, and (y) with respect to resellers under Renewed
Resale Arrangements, throughout the then remaining renewal term of their Resale
Arrangement with Sprint PCS, without giving effect to any applicable additional
renewal terms and phase out periods.  For
purposes of determining renewals and


 


33





















 


extensions of
Resale Arrangements under this Agreement, including without limitation for
purposes of this section 10.4.1.1(c)(iii), if a Resale Arrangement does not
expressly state an initial term, then the arrangement shall be deemed to have a
five-year initial term, and if a Resale Arrangement states an initial term in
excess of ten years, then the arrangement shall be deemed to have a ten-year
initial term, in each case, after which term such arrangement will be deemed to
be up for renewal or extension.  Manager will continue to receive Reseller
Customer Fees with respect to such Resale Arrangements at the same rates in
effect at the end of the Required Resale Participation Period.


 


Sprint PCS may not amend, modify or change in any manner the Inter
Service Area Fees between Sprint PCS and Manager or Reseller Customer Fees and
other matters set forth in this section 10.4.1 without Manager’s prior written
consent, except as expressly provided in this section.  For purposes of clarification, the parties do
not intend the above sentence to limit Sprint PCS’ ability to negotiate fees
with resellers.


 


Sprint PCS will not be obligated to pay Manager those Inter Service
Area Fees not received by Sprint PCS from an Other Manager who is a debtor in a
bankruptcy proceeding with respect to Inter Service Area Fees that Sprint PCS
owes Manager because of CSAs assigned to such Other Manager’s Service Area
traveling in the Service Area.  For
clarification purposes, Sprint PCS does not have to advance the Inter Service
Area Fees for the Other Manager who is involved in the bankruptcy proceeding to
Manager, to the extent that the Other Manager fails to pay the Inter Service
Area Fees.  Manager bears the risk of
loss of the Other Manager who is involved in the bankruptcy proceeding not
paying the Inter Service Area Fees to Sprint PCS.


 


If relief is ordered under title 11 of the United States Code for an
Other Manager or an Other Manager files a voluntary petition for relief under
title 11 of the United States Code and such Other Manager fails to pay to
Sprint PCS amounts that such Other Manager owes to Sprint PCS with respect to
the Inter Service Area Fees for travel into Manager’s Service Area, at Manager’s
direction, (a) Sprint PCS will either (i) take reasonable steps to prevent such
Other Manager from continuing after the commencement of its bankruptcy case to
incur Inter Service Area Fees for travel into Manager’s Service Area without
timely remitting payment of such Inter Service Area Fees to Sprint PCS for the
benefit of Manager, or (ii) assign to Manager all of its rights as a creditor
of such Other Manager to prevent such Other Manager from continuing after the
commencement of its bankruptcy case to incur Inter Service Area Fees for travel
into Manager’s Service Area without timely remitting payment of such Inter
Service Area Fees to Manager, and (b) Sprint PCS will either (i) include the
amount owed by the Other Manager to Manager in the Sprint PCS proof of claim
filed in the bankruptcy proceeding, and remit to Manager when and as it
receives distributions with respect to such proof of claim for Inter Service
Area Fees for travel in Manager’s Service Area, a pro-rata share of such
distributions or (ii) immediately assign to Manager all of its claims and
rights as a creditor of such Other Manager for those amounts owed with respect
to Inter Service Area Fees for travel in Manager’s Service Area.  Sprint PCS agrees to take all actions
necessary to effect these assignments of rights to Manager, and further agrees
that


 


34





















 


Manager will
not be responsible for any expenses related to such assignments.  If Sprint PCS receives any amounts from an
Other Manager who is a debtor in a bankruptcy proceeding with respect to Inter
Service Area Fees for travel into the Service Area, Sprint PCS will immediately
remit those amounts to Manager.


 


If relief is ordered under title 11 of the United States Code for
Sprint PCS or Sprint PCS files a voluntary petition for relief under title 11
of the United States Code, then Sprint PCS will be deemed a trustee for Manager’s
benefit with respect to any Inter Service Area Fees that Sprint PCS collects
from Other Managers for travel into Manager’s Service Area, and Sprint PCS has
no rights to Manager’s portion of such Inter Service Area Fees.


 


Manager acknowledges that if the manner in which the CSAs are assigned changes
because of changes in the manner in which the NPA- NXX is utilized, the manner
in which the Inter Service Area Fees and Reseller Customer Fees, if any, will
be changed accordingly.


 


10.4.1.2 Voice
and 2G Data Rate.    The amount
of the Inter Service Area Voice and 2G Data Fee and Reseller Customer Voice and
2G Data Fee for arrangements between Sprint PCS and resellers in existence as
of April 1, 2004, will be as follows:


 


(a)           The Inter Service Area
Voice and 2G Data Fee for each billed minute of use that a Customer uses an
Away Network and the Reseller Customer Fee for each billed minute of use that a
Reseller Customer uses the Service Area Network, will be $0.058 from the
Effective Date to December 31, 2006.


 


(b)           For each calendar year
during the Term of this agreement beginning January 1, 2007, the Inter Service
Area Voice and 2G Data Fee for each billed minute of use that a Customer uses
an Away Network and the Reseller Customer Fee for each billed minute of use
that a Reseller Customer uses the Service Area Network, will be an amount equal
to 90% of Sprint PCS’ Retail Yield for Voice and 2G Data Usage for the previous
calendar year; provided that such amount for any period will not be less than
Manager’s network costs (including a reasonable return
using Manager’s weighted average cost of capital applied against Manager’s net
investment in the Service Area Network) to provide the services that are
subject to the Inter Service Area Voice and 2G Data Fee.  If the parties have a dispute relating to the
determination of the foregoing fees for any period, then the parties will
submit the dispute to binding arbitration as set forth in sections 14.2 and
10.4.1.3(b).


 


10.4.1.3 
               3G Data Rate.    The amount of the Inter Service Area 3G
Data Fee and Reseller Customer 3G Data Fee for arrangements between Sprint PCS
and resellers in existence as of April 1, 2004, will be as follows:


 


35





















 


(a)           From the Effective Date
to December 31, 2006 (“Initial 3G Data Fee Period”),
the Inter Service Area 3G Data Fee for each kilobyte of use that a Customer
uses an Away Network and the Reseller Customer 3G Data Fee for each kilobyte of
use that a Reseller Customer uses the Service Area Network, will be $0.0020;
except with respect to Sprint 3G Data Service as defined and set out in the
Program Requirement 3.5.2.


 


(b)           For each calendar year
during the Term of this agreement beginning January 1, 2007, the Inter Service
Area 3G Data Fee and the Reseller Customer 3G Data Fee will be an amount equal
to 90% of the Sprint PCS Retail Yield for 3G Data Usage for the previous
calendar year; provided that such amount for any period will not be less than
Manager’s network costs (including
a reasonable return using Manager’s weighted average cost of capital applied
against Manager’s net investment in the Service Area Network) to provide the
services that are subject to the Inter Service Area 3G Data Fee and the
Reseller Customer 3G Data Fee.  If the
parties have a dispute relating to the determination of the foregoing fees for
any period, then the parties will submit the dispute to binding arbitration as
set forth in section 14.2 and the next paragraph.


 


If Manager submits the matter to arbitration the fees that Sprint PCS
proposed will apply starting after December 31 of the first year of the
appropriate period as described in section 10.4.1.4 and will continue in effect
unless modified by the final decision of the arbitrator.  If the arbitrator imposes a fee different
than the ones in effect the new fees will be applied as if in effect after
December 31 of the first year of the appropriate period as described in section
10.4.1.4 and if on application of the new fees one party owes the other party
any amount after taking into account payments the parties have already made
then the owing party will pay the other party within 30 days of the date of the
final arbitration order.


 


10.4.1.4 Rate
Changes – Effective Date.  All
rate changes related to Inter Service Area Fees and Reseller Customer Fees will
be applied to all activity in a bill cycle that closes after the effective date
of the rate change.  The previous rates
will apply to all activity in a bill cycle that closes before the effective
date of the rate change.


 


10.4.1.5 Long
Distance.  The long distance
rates associated with the Inter Service Area and Reseller Customer usage will
be equal to the actual wholesale transport and terminating costs associated
with the originating and terminating locations. 
The rates are then applied to cumulative usage at a BID level for
settlement purposes.


 


10.4.2  Interconnect Fees.  Manager will pay to Sprint PCS (or to
other carriers as appropriate) monthly the interconnect fees, if any, as
provided under section 1.4.


 


36





















 


10.4.3 
Terminating and Originating Access Fee.  Sprint PCS will pay Manager 92% of any
terminating or originating access fees Sprint PCS collects from an IXC that are
not subject to refund or dispute (but it will not be Billed Revenue).  For purposes of clarification, Sprint
Corporation’s Related Parties are obligated to pay terminating access to Sprint
PCS only if MCI and AT&T pay terminating or originating access to Sprint
PCS.  At the Effective Date of Amended
and Restated Addendum VIII, neither MCI nor AT&T pays terminating access to
Sprint PCS.  The ability of wireless
carriers to collect access fees is currently subject to legal challenge. The
parties acknowledge that Sprint PCS has limited ability to require IXCs to pay
access fees.


 


10.4.4  Reimbursements for Mistaken Payments.  If one party mistakenly pays an amount that
the other party is obligated to pay then the other party will reimburse the
paying party, if the paying party identifies the mistake and notifies the
receiving party within 9 calendar months after the date on which the paying
party makes the mistaken payment.


 


10.5        Taxes
and Payments to the Government. 
Manager will pay or reimburse Sprint PCS for any sales, use, gross
receipts or similar tax, administrative fee, telecommunications fee or
surcharge for taxes or fees that a governmental authority levies on the fees
and charges payable by Sprint PCS to Manager.


 


Manager will report all taxable property to
the appropriate taxing authority for ad valorem tax purposes.  Manager will pay as and when due all taxes,
assessments, liens, encumbrances, levies and other charges against the real
estate and personal property that Manager owns or uses in fulfilling its
obligations under this agreement.


 


Manager is responsible for paying all sales,
use or similar taxes on the purchase and use of its equipment, advertising and
other goods or services in connection with this agreement.


 


Sprint PCS will be solely responsible for
remitting to government agencies or their designees any and all fees or other
amounts owed as a result of the services provided to the Customers under the
Management Agreement.  As a consequence
of this responsibility, Sprint PCS is entitled to 100% of any amounts that
Manager, Sprint PCS or their Related Parties receives from Customers (including
Customers whose NPA-NXX is assigned to the Service Area) relating to these fees
or other amounts.


 


10.6 
Universal Service Funds.


 


10.6.1     Paid
by Government.  Manager is
entitled to 100% of any federal and state subsidy funds (the “Subsidy Funds”), including Universal Service Funds, that
Manager or Sprint PCS receives from government disbursements based on customers
with mailing addresses located in the Service Area and with NPA-NXXs assigned
to the Service Area, or such other method then in effect under the rules of the
FCC, Universal Service Administrative Company or other federal or state
administrator.  For purposes of clarity,
Universal Service Funds provide support payments to Eligible 


 


37





















 


Telecommunications
Carriers (“ETC”) serving in high cost areas or
providing services to low income individuals. 
Sprint PCS will file at its cost on behalf of itself or Manager
appropriate ETC documentation in those jurisdictions in which Sprint PCS
determines to make the filing.  Manager
will bear the costs of any filing made by Sprint PCS in those jurisdictions in
which Manager requests Sprint PCS to make the filing.


 


If Manager asks Sprint PCS to make a filing in a jurisdiction and
Sprint PCS reasonably determines not to make the filing because making the
filing is detrimental to Sprint’s best interests, then Sprint does not have to
make the filing.  If Manager disagrees
with the reasonableness of Sprint PCS’ determination not to make the filing,
then the parties will submit to binding arbitration in accordance with section
14.2, excluding the escalation process set forth in section 14.1.


 


If the process set forth in the previous paragraph results in Sprint
PCS making a filing, Manager will pay all of Sprint PCS’ reasonable
out-of-pocket costs associated with the filing and any compliance obligations
that arise from the filing or that are imposed by the jurisdiction in which the
filing is made (e.g. filing fees, legal fees, expert witness retention,
universal lifeline service, enhancing customer care quality, and including,
without limitation, network upgrades). 
Sprint PCS will remit to Manager 50% of any Subsidy Funds that Sprint
PCS receives from filings Sprint PCS is required to make under the preceding
paragraph that are not payable to Manager under the first paragraph of this
section 10.6.1, until the aggregate amount of the payments to Manager under
this sentence equals 50% of the amount Manager has paid Sprint PCS under the
preceding sentence.


 


All Subsidy Funds received must be used to support the provision,
maintenance and upgrading of facilities and services for which the funds are
intended.  Sprint PCS will attempt to
recover from the appropriate governmental authority Subsidy Funds and will
remit the appropriate recoveries to Manager.


 


10.6.2     Paid by
Customers.  Sprint PCS will be
solely responsible for remitting to government agencies or their designees,
including but not limited to the Universal Service Administrative Company,
all universal service fees.   As a
consequence of this responsibility, Sprint PCS is entitled to 100% of any
amounts that Manager, Sprint PCS or their Related Parties receives from
Customers (including Customers whose NPA-NXX is assigned to the Service Area)
relating to the Universal Service Funds.


 


10.7        Equipment
Replacement Program.  Sprint PCS is
entitled to 100% of the amounts that Customers pay for participating in any
equipment replacement program offered by Sprint PCS and billed on their Sprint
PCS bills.  Manager
will not be responsible for or in any way billed for any costs or expenses that
Sprint PCS or any Sprint PCS Related Party incurs in connection with any such
equipment replacement program.  Sprint
PCS will reimburse Manager for any costs it incurs if Sprint PCS fails to
comply with any Sprint PCS equipment replacement program.  Manager is entitled to 100% of the amounts
that Customers pay for participating in any equipment replacement


 


38





















 


program offered
by Manager and billed separately by Manager. 
Manager will reimburse Sprint PCS for any costs it incurs if Manager
fails to comply with any Manager equipment replacement program.


 


10.8        Customer
Equipment.  Sprint PCS is entitled to
100% of the amounts that Customers pay for subscriber equipment and accessories
sold or leased by Sprint PCS, and Manager is entitled to 100% of the amounts
that Customers pay for subscriber equipment and accessories sold or leased by
Manager, subject to the equipment settlement process in section 4.1.2.


 


10.9        Phase
I  E911.  Sprint
PCS is entitled to collect 100% of the E911 Phase I Surcharges (e.g., for equipment other than handsets, such as platforms
and networks).  Sprint PCS will attempt
to recover from the appropriate governmental authority Phase I E911
reimbursements and will remit the appropriate amounts to Manager.


 


10.10      Manager
Deposits into Retail Bank Accounts.  Each
Business Day, Manager will deposit into bank accounts and authorize Sprint PCS
or a Related Party that Sprint PCS designates to sweep from such accounts the
amounts collected from Customers on behalf of Sprint PCS and its Related
Parties for Sprint PCS Products and Services. 
Manager will allow the funds deposited in the bank accounts to be
transferred daily to other accounts that Sprint PCS designates.  Manager will also provide the daily reports
of the amounts collected that Sprint PCS reasonably requires.  Manager will not make any changes to the
authorizations and designations Sprint PCS designates for the bank accounts
without Sprint PCS’ prior written consent.


 


10.11      Monthly
Statements.


 


10.11.1  Section 10.2 Statement.  Each month Sprint PCS will determine the
amount payable to or due from Manager for a Billed Month under section
10.2.  Sprint PCS will deliver a monthly
statement to Manager that reports the amount due to Manager, the manner in
which the amount was calculated, the amount due to Sprint PCS and its Related
Parties under this agreement and the Services Agreement, and the net amount
payable to or due from Manager.


 


10.11.2  Other Statements.  Sprint PCS will deliver a monthly statement
to Manager that reports amounts due to Manager or from Manager, other than
amounts described in section 10.12.1, the manner in which the amounts were
calculated, the amount due to Manager or to Sprint PCS and its Related Parties
under this agreement and the Services Agreement, and the net amount payable to
Manager.


 


10.11.3  Third Party Charges.  Sprint PCS will include any third party
charges on Manager’s statements within three calendar months after the end of
the calendar month during which Sprint PCS receives the third party
charge.  Sprint PCS’ failure to include
these charges on Manager’s statements within the three calendar month-period
will mean that Sprint PCS cannot collect those third party charges from
Manager.  Sprint PCS will use its
commercially reasonable efforts to obtain a third party charge that


 


39





















 


Sprint PCS has not received within three calendar months after a third
party provides a service or product, and an estimate of the charge.


 


10.12      Payments.


 


10.12.1  Weekly Payments.  Sprint PCS will pay the amount payable to
Manager for a Billed Month under section 10.2 in equal weekly payments on consecutive
Thursdays beginning the second Thursday of the calendar month following the
Billed Month and ending on the first Thursday of the second calendar month
after the Billed Month.  If Sprint PCS is
unable to determine the amount due to Manager in time to make the weekly
payment on the second Thursday of a calendar month, then Sprint PCS will pay
Manager for that week the same weekly amount it paid Manager for the previous
week.  Sprint PCS will true-up any difference
between the actual amount due for the first weekly payment of the Billed Month
and amounts paid for any estimated weekly payments after Sprint PCS determines
what the weekly payment is for that month. Sprint PCS will use reasonable
efforts to true-up within 10 Business Days after the date on which Sprint PCS
made the estimated weekly payment.


 


10.12.2  Monthly Payments.  The amounts
payable to Manager and Sprint PCS and its Related Parties under this agreement
and the Services Agreement, other than the payments described in section
10.12.1, will be determined, billed and paid monthly in accordance with section
10.12.3.


 


10.12.3  Transition of Payment Methods.
 (a)  Sprint PCS and Manager wish to conduct an
orderly transition from making weekly payments to Manager based on Collected
Revenues to weekly payments based on Billed Revenue.  The method of calculating the weekly payments
will change on the first day of the calendar month after the Effective Date of
Amended and Restated Addendum VIII (the “Transition Date”).  The weekly amounts paid to Manager during the
calendar month before the Transition Date and on the first Thursday after the
Transition Date will be based on the Collected Revenues method.  The weekly amounts paid to Manager beginning
on the second Thursday of the second calendar month after the Transition Date
will be based on the Billed Revenue method described in this section 10.  To effect an orderly transition, Sprint PCS
will pay Manager for the period beginning on the second Thursday after the
Transition Date and ending on the first Thursday of the calendar month after
the Transition Date an amount calculated as described below in section
10.12.3(b).


 


(b) 
Sprint PCS will apply the estimated collection percentages that Sprint
PCS uses before the Transition Date to the gross accounts receivable aging
categories for Customers with an NPA-NXX assigned to the Service Area as of the
close of business on the day before the Transition Date to calculate the amount
Sprint PCS anticipates collecting on those accounts receivable.  Sprint PCS will pay Manager the amount
estimated to be collected in equal weekly payments on consecutive Thursdays
beginning the second Thursday after the Transition Date and ending the first
Thursday of the calendar month after the Transition Date.  Sprint PCS will also pay to Manager no later
than the second Thursday after the Transition Date any Collected Revenues
received after


 


40





















 


the Saturday before the Transition Date and before the Transition Date.


 


(c) 
Sprint PCS will recalculate the estimated collection percentages and
apply the recalculated estimated collection percentages to the gross accounts
receivable aging categories described in the first sentence of section
10.12.3(b) when all applicable data is available.  Sprint PCS will increase or decrease a weekly
payment by the amount of the difference between the amount paid to Manager
based on the initial estimated collection percentages and the amount that would
have been paid to Manager using the newer estimated collection percentages.


 


10.13      Dispute
or Correction of Statement Amount.  A
party can only dispute or correct an amount on a statement in good faith.  If a party disputes or corrects an amount on
a statement, the disputing or correcting party must give the other party
written notice of the specific item disputed or corrected, the disputed or
corrected amount with respect to that item and the reason for the dispute or
correction within the later to occur of: (i) three calendar months after the
end of the calendar month during which the disputed or erroneous statement was
delivered and (ii) 30 days after Manager receives information from Sprint PCS
in response to Manager’s request relating to amounts on a statement.


 


Any dispute regarding a statement will be
submitted for resolution under the dispute resolution process in
section 14.  The parties must
continue to pay to the other party all amounts, except disputed amounts
(subject to the next paragraph), owed under this agreement and the Services
Agreement during the dispute resolution process.  If the Disputing Party complies with the
requirements of this paragraph, then the other party or its Related Parties may
not declare the Disputing Party in breach of this agreement or the Services
Agreement because of nonpayment of the disputed amount, pending completion of
the dispute resolution process.


 


If the aggregate disputed amount, combined
with any aggregate disputed amount under section 10.14, exceeds $1,000,000,
then upon the written request of the other party, the party disputing the
amount (the “Disputing Party”) will deposit the
portion of the disputed amount in excess of $1,000,000 into an escrow account
that will be governed by an escrow agreement in a form to be mutually agreed
upon by the parties.  The Disputing Party
will deposit the amount into the escrow account within 10 Business Days after
its receipt of the written request from the other party in accordance with the
foregoing.  If the Disputing Party
complies with the requirements of this paragraph, then the other party or its
Related Parties may not declare the Disputing Party in breach of this agreement
or the Services Agreement because of nonpayment of the disputed amount, pending
completion of the dispute resolution process.


 


The escrow agent will be an unrelated third
party that is in the business of serving as an escrow agent for or on behalf of
financial institutions.  The parties will
share evenly the escrow agent’s fees. 
The escrow agent will invest and reinvest the escrowed funds in interest-bearing
money market accounts or as the parties otherwise agree.  The escrow agent will disburse the escrowed
funds in the following manner based on the


 


41





















 


determination made in the dispute resolution process:


 


(a)           If
the Disputing Party does not owe any of the disputed amounts, then the escrow
agent will return all of the escrowed funds to the Disputing Party with the
interest earned on the escrowed funds.


 


(b)           If
the Disputing Party owes all of the disputed amounts, then the escrow agent
will disburse all of the escrowed funds with the interest earned on the
escrowed funds to the non-disputing party. 
If the interest earned is less than the amount owed based on the Default
Rate, then the Disputing Party will pay the non-disputing party the difference
between those amounts.


 


(c)           If
the Disputing Party owes a portion of the disputed amounts, then the escrow
agent will disburse to the non-disputing party the amount owed with interest at
the Default Rate from the escrowed funds and disburse the balance of the
escrowed funds to the Disputing Party. 
The Disputing Party will pay the non-disputing party the amount owed for
interest at the Default Rate if the amount of the escrowed funds is
insufficient.


 


Manager and Sprint PCS will take all
reasonable actions necessary to allow the Disputing Party to continue to
reflect the amounts deposited into the escrow account by the Disputing Party as
assets in the Disputing Party’s financial statements.


 


The parties will use the dispute resolution
process under section 14.2 of this agreement, excluding the escalation process
set forth in section 14.1, if they cannot agree on the form of escrow
agreement.


 


The parties agree that, despite this section
10.13, Manager will pay all disputed amounts due to Sprint PCS or any Related
Party for fees for CCPU Services and CPGA Services payable under the Services
Agreement for periods ending on or before December 31, 2006, subject to any
other rights and remedies that Manager has under this agreement and the
Services Agreement.  The parties may
discuss any amounts that Manager believes are in error in the calculation of
such fees, and attempt to agree on the corrected amounts, but these discussions
do not delay or otherwise affect Manager’s payment obligations under this
section 10.13.


 


The dispute of an item in a statement does
not stay or diminish a party’s other rights and remedies under this agreement,
except that a party must complete the dispute resolution process in section 14
before taking any legal or equitable action against the other party.


 


10.14      Dispute
or Correction of a Third Party Invoice Amount.  Sprint PCS will include the applicable
portion of any amount based on a third party invoice in a statement to Manager
within three calendar months after Sprint PCS’ receipt of the third party
invoice.  Sprint PCS’ failure to include
the amount in a statement to Manager within the three calendar month-period
will mean that the third party charges will not be


 


42





















 


collectible from Manager.  Sprint
PCS will use its commercially reasonable efforts to obtain a third party charge
that Sprint PCS has not received within three calendar months after a third
party provides a service or product and an estimate of the charge


 


A party can dispute or correct an amount
based on a third party invoice only in good faith.  Modified invoices received by Sprint PCS from
a third party vendor and then sent by Sprint PCS to Manager will be treated as
a new statement for purposes of this section, so long as the modified statement
was revised in good faith and not simply to provide Sprint PCS additional time
to resubmit a previous invoice.  Sprint
PCS will cooperate with Manager and take commercially reasonable steps to cause
the third party to cooperate with Manager to enable Manager to ascertain the
circumstances leading to a modified invoice.


 


If a party disputes or corrects an amount on
a third party invoice or the amount Sprint PCS attributed to Manager, the
disputing party must give the other party written notice of the specific item
disputed or corrected, the disputed or corrected amount with respect to that
item and the reason for the dispute or correction within three calendar months
after the end of the calendar month during which the disputed, erroneous or
modified statement was delivered.  Sprint
PCS and Manager will cooperate with each other to obtain the information needed
to determine if the amounts billed by the third party and allocated to Manager
were correct.


 


Any dispute regarding the amount of the third
party invoice Sprint PCS attributed to Manager will be submitted for resolution
under the dispute resolution process in section 14.  Manager must continue to pay to Sprint PCS
all amounts, except disputed amounts, owed under this agreement and the
Services Agreement during the information gathering and dispute resolution
process.  If the aggregate disputed
amount, combined with any aggregate disputed amount under section 10.13,
exceeds $1,000,000, then upon the written request of Sprint PCS, Manager will
deposit the portion of the disputed amount in excess of $1,000,000 into an
escrow account that will be governed by an escrow agreement containing terms
similar to the general terms described in section 10.13 and in a form to be
mutually agreed upon by the parties. 
Manager will deposit the amount into the escrow account within 10
Business Days after its receipt of the written request from Sprint PCS in accordance
with the foregoing.  If Manager complies
with the requirements of this paragraph, then none of Sprint PCS or its Related
Parties may declare Manager in breach of this agreement or the Services
Agreement because of nonpayment of the disputed amount, pending completion of
the dispute resolution process.


 


The dispute of an item in a statement does
not stay or diminish a party’s other rights and remedies under this agreement,
except that the parties must complete the dispute resolution process in section
14 before taking any legal or equitable action against each other.  A party can only dispute or correct an amount
on a statement in good faith.  If a party
disputes or corrects an amount on a statement, the disputing or correcting
party must give the other party written notice of the specific item disputed or
corrected, the disputed or corrected amount with respect to that item and the
reason for the dispute or


 


43





















 


correction within three calendar months after the end of the calendar
month during which the disputed or erroneous statement was delivered.


 


10.15      Late
Payments.  Any amount due under this
agreement or the Services Agreement without a specified due date will, in the
case of Manager, be due 25 days after the date of an invoice, and will, in the
case of Sprint PCS, be due 25 days after collection from the applicable third
party.  Any amount due under this
agreement and the Services Agreement (including without limitation any amounts
disputed under those agreements that are ultimately determined to be due) that
is not paid by one party to the other party in accordance with the terms of the
applicable agreement will bear interest at the Default Rate beginning (and
including) the 6th day after the invoice or settlement due date until (and including)
the date paid.


 


10.16      Setoff
Right If Failure To Pay Amounts Due.  If Manager fails to pay any undisputed amount
due Sprint PCS or a Related Party of Sprint PCS under this agreement or any
undisputed amount due Sprint PCS or a Related Party of Sprint PCS under the
Services Agreement or any other agreement with Sprint PCS or a Related Party of
Sprint PCS, or any disputed amount due to Sprint PCS or a Related Party for
fees for CCPU Services or CPGA Services payable under the Services Agreement,
then 5 days after the payment due date Sprint PCS may setoff against its
payments to Manager under this section 10 any such undisputed amount that
Manager owes to Sprint PCS or a Related Party of Sprint PCS under such
agreements. Sprint PCS will use reasonable efforts to provide Manager with
prior written notice of Sprint PCS’ intent to exercise its setoff right and the
notice will include a list of any and all relevant invoices.  This right of setoff is in addition to any
other right that Sprint PCS or a Related Party of Sprint PCS might have under
this agreement, the Services Agreement or any other agreements with Sprint PCS
or a Related Party of Sprint PCS.


 


20.       Termination Rights [NEW].  Section
11.3.7 is deleted, and all references in the agreement to section 11.3.7 are
also deleted.


 


21.       Manager’s
Put Right [Addm I, §§8 and 9; revised by this Addendum].  Section
11.5.1 is amended to read as follows:


 


11.5.1  Manager’s Put Right. 
Manager may put to Sprint PCS within 30 days after the Event of
Termination all of the Operating Assets. 
Sprint PCS will pay to Manager an amount equal to 88% of the Entire
Business Value, subject to the last paragraph of this subsection 11.5.1.  The closing of the purchase of the Operating
Assets will occur within 20 days after the later of:


 


(a)           the receipt by Sprint PCS of the written notice
of determination of the Entire Business Value by the appraisers under
section 11.7;  or


 


(b)           the receipt of all materials required to be
delivered to Sprint PCS under section 11.8.


 


44





















 


Upon closing the purchase of the Operating Assets this agreement will
be deemed terminated.  The exercise of
the put, the determination of the Operating Assets, the representations and
warranties made by Manager with respect to the Operating Assets and the
business, and the process for closing the purchase will be subject to the terms
and conditions set forth in section 11.8.


 


In BTAs where Sprint PCS owns 10 MHz of spectrum or less, if Sprint PCS
acquires additional spectrum in the entirety of those BTAs in the Services
Area, then Sprint PCS may amend the Service Area Exhibit to the
Management Agreement, in its sole discretion, to add such newly-acquired
spectrum to the Service Area Exhibit. 
Such additional spectrum will, upon inclusion in the Service Area
Exhibit, become part of the License, as such term is defined in the
Schedule of Definitions.  If additional
spectrum is included in the Service Area Exhibit and the License is then
for 20 MHz or more of PCS spectrum in the Service Area, then the word “executed”
is replaced by the word “terminated” in the first sentence of each of section
11.2.1.2 and 11.5.2 of this agreement. 
Further, Sprint PCS and Manager may exercise any and all rights under
this agreement, and in particular sections 11.2.2.2 and 11.6.2, that are
available to the parties when a Disaggregated License is sold to Manager.  If the stipulations of this paragraph are met
then the reference to “88%” in the second sentence of this subsection 11.5.1
will change to “80%”.


 


22.       Non-termination of Agreement  [Addm III, §12].  Sections
11.5.3 and 11.6.4 are replaced with the following paragraphs:


 


11.5.3  Manager’s Action for Damages or Other Relief.  Manager, in accordance with the dispute
resolution process in section 14, may seek damages or other appropriate relief,
but such action does not terminate this agreement.


 


11.6.4  Sprint PCS’ Action for Damages or Other
Relief. 
Sprint PCS, in accordance with the dispute resolution process in section
14, may seek damages or other appropriate relief, but such action does not
terminate this agreement.


 


23.       Audit [NEW].  Section 12.1.2 is amended and restated in
its entirety to read as follows:


 


12.1.2     Audits.  On reasonable
advance notice by one party, the other party must provide its independent or
internal auditors access to its appropriate financial and operating records,
including, without limitation, vendor and distribution agreements, for purposes
of auditing the amount of fees (including the appropriateness of items excluded
from the Fee Based on Billed Revenue), costs, expenses (including operating
metrics referred to in this agreement and the Services Agreement relating to or
used in the determination of Inter Service Area Fees, Reseller Customer Fees,
CCPU Services or CPGA Services and any other data relied upon by Manager
relating to or used in the determination of any fees, costs, expenses or
charges payable by Manager under this agreement) or other charges payable in
connection with the Service Area for the period audited.  The party that requested the audit may decide
if the audit is conducted by the


 


45





















 


other party’s
independent or internal auditors. 
Manager and Sprint PCS may each request no more than one audit per year.


 


(a)           If the audit shows that
Sprint PCS was underpaid then, unless the amount is contested, Manager will pay
to Sprint PCS the amount of the underpayment within 10 Business Days after
Sprint PCS gives Manager written notice of the underpayment determination.


 


(b)           If the audit determines
that Sprint PCS was overpaid then, unless the amount is contested, Sprint PCS
will pay to Manager the amount of the overpayment within 10 Business Days after
Manager gives Sprint PCS written notice of the overpayment determination.


 


The auditing party will pay all costs and expenses related to the audit
unless the amount owed to the audited party is reduced by more than 10% or the
amount owed by the audited party is increased by more than 10%, in which case
the audited party will pay the costs and expenses related to the audit.


 


Sprint PCS will provide a report issued in conformity with Statement of
Auditing Standard No. 70 “Reports on the Processing of Transactions by Service
Organizations” (“Type II Report” or “Manager Management Report”) to Manager twice annually.  If Manager, on the advice of its independent
auditors or its legal counsel, determines that a statute, regulation, rule,
judicial decision or interpretation, or audit or accounting rule, or policy
published by the accounting or auditing profession or other authoritative rule
making body (such as the Securities and Exchange Commission, the Public Company
Accounting Oversight Board or the Financial Accounting Standards Board)
requires additional assurances beyond SAS 70, then Sprint PCS will reasonably
cooperate with Manager to provide the additional assurances or other
information reasonably requested by Manager so that it can satisfy its
obligations under such statute, regulation, rule, judicial decision or
interpretation, or audit or accounting rule, or policy published by the
accounting or auditing profession or other authoritative rule making body.  Sprint PCS’ independent auditors will prepare
any Type II Report or Manager Management Report provided under this section
12.1.2 and will provide an opinion on the controls placed in operation and
tests of operating effectiveness of those controls in effect at Sprint PCS over
Manager Management Processes.  “Manager
Management Processes” include those services generally provided within this agreement,
primarily billing and collection of revenues.


 


24.       Sharing Confidential Information with Lenders
[Addm II, §6].  Section 12.2(b)(vii)
is amended to read as follows:


 


(vii)  is disclosed by the
receiving party to a financial institution or accredited investor (as that term
is defined in Rule 501(a) under the Securities Act of 1933) that is considering
providing or has provided financing to the receiving party and which financial
institution or accredited investor has agreed to keep the Confidential


 


46





















 


Information
confidential in accordance with an agreement at least as restrictive as this
section 12.2.


 


25.       Dispute Resolution [NEW].  Section 14 of the Management Agreement is
hereby deleted in its entirety and replaced with the following language:


 


14.1        Negotiation.  The parties will attempt in good faith to
resolve any issue, dispute, or controversy arising out of or relating to this
Agreement by negotiation.  The following
procedures will apply to any such negotiations:


 


14.1.1     Notice.  A party commences the negotiation process by
giving the other party written notice of any dispute not resolved in the
ordinary course of business.  The notice
will expressly state that the notifying party is commencing the negotiation
process provided for in this section; identify the issues and the amounts in
dispute; and, will be delivered in accordance with Section 17.1 of this
Agreement.


 


14.1.2  Meeting.  Within 10 days after delivery of the written
notice commencing the negotiation process, representatives of both parties will
meet in a manner and at a time and place that is mutually acceptable to the
representatives involved for the purpose of exchanging relevant information and
in an effort to resolve the disputes.


 


14.1.3  Representatives.  Each party’s representative(s) at any meeting
conducted pursuant to this Section 14.1 will have authority to resolve the
dispute(s) identified in the notice, except (i) with respect to Sprint the
representative will be at least a vice-president of Sprint PCS, Sprint United
Management Company or Sprint Corporation if the dispute is one that would
require approval of the Board of Directors, the Chief Executive Officer,
President or Chief Financial Office of Sprint Corporation under the then
existing fiscal authorization policies of Sprint Corporation and (ii) with
respect to Manager the representative will be at least a vice-president of
Manager if the dispute is one that would require approval of the Board of
Directors.  If a party’s representative
intends to be accompanied at any meeting by an attorney, the other party will
be given not less than 3 days’ notice of such intention and may also be
accompanied by an attorney.


 


14.1.4  Termination of Process.  In the event that a dispute is not resolved
at the initial meeting of the parties’ representatives, the parties may agree
to continue the negotiation process by scheduling additional meetings and/or
including additional representatives. 
However, at any time after the first meeting or if the other party
refuses to meet, either party may terminate the negotiation process by delivery
of written notice to that effect to the other party in accordance with section
17.1 of this agreement.


 


14.1.5  Negotiations Not
Evidence.  Any
and all communications and negotiations between the parties pursuant to this
Section 14.1 are Confidential Information of both of the parties and will
be treated as negotiations of settlement and


 


47





















 


compromise as provided for in
the Federal Rules of Evidence or any state’s rules of evidence.  The substance of any such communications and
negotiations are not to be tendered or introduced into evidence in any
proceeding or litigation between the parties regarding the subject disputes.


 


14.2        Arbitration/Litigation.  With respect to any claim or dispute, either
party will continue to operate under this agreement and may file suit in a
court of competent jurisdiction or commence an arbitration proceeding in
accordance with the terms of this agreement. 
Absent the express agreement of a party to submit an issue or dispute to
arbitration (either by the specific terms of this agreement or some other
written agreement between the parties), neither party can be compelled to submit
a dispute to arbitration.  The following
rules and procedures will govern any arbitration proceeding agreed to between
the parties:


 


14.2.1     Place of Arbitration.  All arbitration proceedings between the
parties will be conducted in Chicago, Illinois.


 


14.2.2     Rules and Administration of
Proceeding.  Except as specifically
modified by the terms of this agreement, any arbitration proceeding will be
conducted in accordance with the rules and procedures of the CPR.  To the extent the terms of this agreement
conflict with said rules, the terms of this agreement will prevail.


 


14.2.3     Claims and Disputes Involving
Less Than $250,000.  Claims involving
disputed amounts less than $250,000 (whether the amount is raised in the
dispute or in a counterclaim) will be heard before a single arbitrator selected
in accordance with Section 14.2.5, below. 
The hearing on the merits of the parties’ claims and defenses will be
conducted within 60 days of the appointment of the arbitrator.  The parties will be entitled to the following
discovery from each other:


 


(a)           Up to 10 written
interrogatories as provided for in Rule 33 of the Federal Rules of Civil
Procedure except that responses to any such
interrogatories will be served within 30 days of service of the
interrogatories;


 


(b)           Up to 10 requests for
production of documents and things and for inspection as provided for in Rule
34 of the Federal Rules of Civil Procedure except that
responses, including the requested materials to be produced, will be served
and/or produced within 45 days of service of the requests;


 


(c)           Requests for Admission
as provided for in Rule 36 of the Federal Rules of Civil Procedure except that responses to any such requests will be served
within 20 days of service of the requests; and,


 


(d)           Any other discovery
agreed upon by the parties or ordered or directed by the arbitrator.


 


48





















 


The arbitrator
may on the motion of a party or on their own establish different schedules for
responding to discovery.


 


14.2.4     Claims and Disputes Involving
$250,000 or More.  Claims involving
disputed amounts of $250,000 or more (whether that amount is raised in the
dispute or in a counterclaim) will be heard before the three-arbitrator panel
selected in accordance with Section 14.2.5, below.  The parties will be entitled to the following
discovery from each other:


 


(a)           Up to 15 written
interrogatories as provided for in Rule 33 of the Federal Rules of Civil
Procedure;


 


(b)           Up to 20 requests for
production of documents and things and for inspection as provided for in Rule
34 of the Federal Rules of Civil Procedure;


 


(c)           Requests for Admission
as provided for in Rule 36 of the Federal Rules of Civil Procedure;


 


(d)           Deposition testimony
from up to 5 witnesses who are representatives of the other party, plus any
expert witnesses of the other party, as provided for in Rule 30 of the Federal
Rules of Civil Procedure, except if the claim is in excess of $1,000,000 the
parties will be entitled to a reasonable number of depositions; and


 


(e)           Any other discovery
agreed upon by the parties or ordered or directed by the arbitration panel.


 


All discovery disputes and
other preliminary matters will be decided by the arbitration panel.


 


14.2.5     Selection of Arbitrators.  Arbitrators will be selected from the CPR’s
National Roster within 10 Business Days of the CPR providing a list of
potential arbitrators to the parties. 
Each arbitrator will serve strictly in a neutral capacity.  Each arbitrator will disclose any facts that
might bear upon his or her ability to serve in a neutral capacity to both
parties.  Any challenges as to the
neutrality of an arbitrator will be resolved in accordance with the rules and
procedures of the CPR.  The following
procedures will govern the selection process:


 


(a)           In
matters requiring a single arbitrator, the selection of the arbitrator will be
in accordance with CPR’s rules and procedures.


 


(b)           In
matters requiring a panel of three arbitrators, the CPR will submit to the
parties a list of 9 qualified potential arbitrators from its National
Roster.  If any of the initial 9
potential arbitrators cannot serve because of a conflict or other reason, the
CPR will supplement the list so that the parties have a total of 9 potential arbitrators


 


49





















 


from which to select the panel
of 3 arbitrators.  Each party will be
entitled to strike 3 names from the list provided.  Strikes will be made on alternating basis,
with the original claimant making the first strike, followed by the respondent
until each party has used all 3 of its strikes. 
The 3 persons not stricken will serve as arbitrators.  Within 5 Business Days of their appointment,
the arbitrators will select the chairman of the panel and provide notice of
such selection to the CPR and the parties. 
If a vacancy on the panel arises for any reason, a replacement
arbitrator will be selected in accordance with CPR’s rules and procedures.


 


14.2.6     Final Award.  The final award of the arbitrator or
panel of arbitrators, as the case may be, will be in writing, signed by the
arbitrators, and will state the basis for the decision.  In proceedings involving a single arbitrator,
the final award will be made within 30 days of the close of the hearing.  In proceedings involving a panel of three
arbitrators, the final award will be made within 30 days of the close of the
hearing.  The final award will be
confidential, except that to the extent necessary to enforce its terms, either
party may obtain a judgment on the award in any state or federal court of
competent jurisdiction.


 


14.3        Injunctive
Relief.  Notwithstanding any other
provision in this Agreement, arbitration may not be used regarding any issue
for which injunctive or similar equitable relief is sought by either
party.  No arbitrator is vested with
authority or jurisdiction to award an injunction or similar equitable relief
without the express written consent of the parties directed to the arbitration
proceeding.


 


26.           Regulatory Notices [Addm I, §§5 and 6;
revised by this Addendum].   Section
16.4 is amended to read as follows:


 


16.4  Regulatory Notices.  Manager will, within 5 Business Days after
its receipt, give Sprint PCS written notice of all oral and written
communications it receives from regulatory authorities (including but not
limited to the FCC, the FAA, state public service commissions, environmental
authorities, and historic preservation authorities) and complaints respecting
Manager’s construction, operation, and management of the Service Area Network
that could result in actions affecting the License as well as written notice of
the details respecting such communications and complaints, including a copy of
any written material received in connection with such communications and
complaints.  Manager will cooperate with
Sprint PCS in responding to such communications and complaints received by
Manager.  Sprint PCS has the right to
respond to all such communications and complaints, with counsel and consultants
of its own choice.  If Sprint PCS chooses
to respond to such communications and complaints, Manager will not respond to
them without the consent of Sprint PCS. 
Sprint PCS will bear the cost of responding to any such communications
and complaints unless (i) such response is primarily the result of Manager’s
acts or omissions that constitute negligence, willful misconduct or breach of
any provision of this agreement (in which case Manager will pay the costs of
Sprint PCS’ response) or (ii) Manager responds on its own initiative and not at
the request of Sprint PCS.


 


50





















 


27.       Notices [NEW and Addm IV, §5; revised by
this Addendum].  Section 17.1 is
amended and restated in its entirety to read as follows:


 


17.1        Notices.  (a) 
Any notice, payment, invoice, demand or communication required or
permitted to be given by any provision of this agreement must be in writing and
mailed (certified or registered mail, postage prepaid, return receipt
requested), sent by hand or overnight courier, charges prepaid or sent by
facsimile or email (in either instance with acknowledgement or read receipt
received), and addressed as described below, or to any other address or number
as the person or entity may from time to time specify by written notice to the
other parties.  Sprint PCS may give
notice of changes to a Program Requirement by sending an email that directs
Manager to the changed Program Requirement on the affiliate intranet website.


 


The subject line of any email notice that
purports to amend any Program Requirement must read “Program Requirement Change”
and the first paragraph must indicate (i) which Program Requirement is being
modified, (ii) what is being modified in the Program Requirement, and (iii)
when the Program Requirement will take effect. 
The email must also include either a detailed summary of the Program
Requirement Change or a redline comparison between the old Program Requirement
and the new Program Requirement.


 


Any notice, demand or communication intended
to be notice of a breach of an agreement or notice of an Event of Termination
must:


 


(A)          clearly
indicate that intent,


 


(B)           state
the section(s) of the agreements allegedly breached, and


 


(C)           be
mailed or sent by overnight courier in the manner described in the first
paragraph in this section 17.1.


 


Manager will promptly give Sprint PCS a copy of any notice Manager
receives from the Administrative Agent or any Lender, and a copy of any notice
Manager gives to the Administrative Agent or any Lender.  Sprint PCS will promptly give Manager a copy
of any notice that Sprint PCS receives from the Administrative Agent or any
Lender and a copy of any notice that Sprint PCS gives to the Administrative
Agent or any Lender.


 


All notices and other communications given to a
party in accordance with the provisions of this agreement will be deemed to
have been given when received.


 


(b)  The parties’ notice addresses are as follows:


 


For all
entities comprising Sprint PCS:


 


Sprint PCS


KSOPHH0312


6180 Sprint
Parkway


 


51





















 


Overland Park,
KS  66251


Telephone:
913-315-6409


Telecopier:  913-523-0539


Email:
David.B.Bottoms@mail.sprint.com


Attention:
Vice President of Strategic Partnerships


 


with a copy
to:


 


Sprint Law
Department


KSOPHT0101-Z2020


6391 Sprint
Parkway


Overland Park,
KS  66251


Telephone:  913-315-9315


Telecopier:  913-523-9823


Email:
john.w.chapman@mail.sprint.com


Attention:
John Chapman


 


For Manager:


 


iPCS Wireless,
Inc.


1901 North
Roselle Road


Suite 1040


Schaumburg,
Illinois 60195


Telephone:  847-885-7041


Telecopier:  847-885-7025


Email: tyager@ilpcs.com


Attention: Tim
Yager


 


with a copy to:


Mayer, Brown,
Rowe & Maw LLP


190 South
LaSalle Street


Chicago,
Illinois 60603


Telephone:  312-782-0600


Telecopier:  312-701-7711


Email:
ptheiss@mayerbrownrowe.com


Email:
rwild@mayerbrownrowe.com


Attention:
Paul Theiss and Robert Wild


 


and with
copies to the following individuals’ email addresses if a notice of a Program
Requirement Change is sent by email:


 


ptheiss@mayerbrownrowe.com


rwild@mayerbrownrowe.com


 


52





















 


28.       Force Majeure [NEW].   Section 17.9.3 is amended and restated in
its entirety to read as follows:


 


Neither Manager nor Sprint PCS, as the case
may be, is in breach of any covenant in this agreement, and no Event of
Termination will occur as a result of the failure of such party to comply with
any covenant, if the party’s non-compliance with the covenant results primarily
from:


 


(i)            any FCC order or any
other injunction that any governmental authority issues that impedes the party’s
ability to comply with the covenant,


 


(ii)           the failure of any
governmental authority to grant any consent, approval, waiver or authorization
or any delay on the part of any governmental authority in granting any consent,
approval, waiver or authorization,


 


(iii)          the failure of any
vendor to deliver in a timely manner any equipment or service, or


 


(iv)          any act of God, act of
war or insurrection, riot, fire, accident, explosion, labor unrest, strike,
civil unrest, work stoppage, condemnation or any similar cause or event not
reasonably within the control of the party.


 


29.           Governing Law, Jurisdiction and Consent to Service of
Process [NEW].    Section
17.12 of the Management Agreement is replaced with the following language:


 


17.12      Governing Law, Jurisdiction
and Consent to Service of Process.


 


17.12.1  Governing
Law.  The internal laws of the
State of Kansas (without regard to principles of conflicts of law) govern the
validity of this agreement, the construction of its terms, and the
interpretation of the rights and duties of the parties.  The substantive laws and the procedural laws
of the State of Kansas will apply to an arbitration proceeding conducted under
section 14.2, except to the extent a CPR rule or procedure applies.


 


17.12.2  Jurisdiction;
Consent to Service of Process.


 


(a)   
Each party hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any Kansas State court
sitting in the County of Johnson or any Federal court of the United States of
America sitting in the District of Kansas, and any appellate court from any
such court, in any suit action or proceeding arising out of or relating to this
agreement, or for recognition or enforcement of any judgment, and each party
hereby irrevocably and unconditionally agrees that all claims in respect of any
such suit, action or proceeding may be heard and determined in such


 


53





















 


Kansas State Court or, to the extent
permitted by law, in such Federal court.


 


(b)   
Each party hereby irrevocably and unconditionally waives, to the fullest
extent it may legally do so, any objection which it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or
relating to this agreement in Kansas State court sitting in the County of
Johnson or any Federal court sitting in the District of Kansas.  Each party hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such suit, action or proceeding in any such court and further
waives the right to object, with respect to such suit, action or proceeding,
that such court does not have jurisdiction over such party.


 


(c)   
Each party irrevocably consents to service of process in the manner
provided for the giving of notices pursuant to this agreement, provided
that such service shall be deemed to have been given only when actually
received by such party.  Nothing in this
agreement shall affect the right of a party to serve process in another manner
permitted by law.


 


30.       Number Portability [Addm I, §7].  The second sentence of section 17.17 is
amended to read as follows: “To the extent the relationship between NPA-NXX and
the Service Area changes, Sprint PCS will develop an alternative system to
attempt to assign customers who primarily live and work in the Service Area to
the Service Area, in a manner that preserves the economic benefits of this
agreement to each party.”


 


31.       Announced Transactions [Addm III, §13].  Section 17.24 is deleted.


 


32.       Federal Contractor Compliance [NEW].  Exhibit A to Addendum I is
replaced with Exhibit A that is attached to this Addendum and
incorporated by this reference.


 


33.       Year 2000 Compliance [Addm
I, §12].  A new section 17.29 is
added to the Management Agreement:


 


17.29      Year
2000 Compliance.  Sprint PCS and Manager each separately
represents and warrants that any system or equipment acquired, operated or
designated by it for use in the Service Area Network or for use to support the
Service Area Network, including (without limitation) billing, ordering and
customer service systems, will be capable of correctly processing and receiving
date data, as well as properly exchanging date data with all products (for
example, hardware, software and firmware) with which the Service Area Network
is designed to be used, and will not malfunction or fail to function due to an
inability to process correctly date data in conformance with Sprint PCS
requirements for “Year 2000 Compliance.” 
If the Service Area Network or any system used to support the Service
Area Network fails to operate as warranted due to defects or failures in any
system or equipment selected by Manager (including systems or equipment of
third party vendors and subcontractors selected by Manager rather than by
Sprint PCS) Manager will, at its own expense, make the repairs, replacements or
upgrades necessary to correct the failure and provide a Year 2000 Compliant
Service


 


54





















 


Area Network. 
If the Service Area Network or any system used to support the Service
Area Network fails to operate as warranted due to defects or failures in any
systems or equipment selected by Sprint PCS (including systems or equipment of
third party vendors and subcontractors that Sprint PCS selects and requires
Manager to use), Sprint PCS will, at its own expense, make the repairs,
replacements or upgrades necessary to correct the failure and provide a Year
2000 Compliant Service Area Network.


 


“Year 2000 Compliance”
means the functions, calculations, and other computing processes of the Service
Area Network (collectively “Processes”)
that perform and otherwise process, date-arithmetic, display, print or pass
date/time data in a consistent manner, regardless of the date in time on which the
Processes are actually performed or the dates used in such data or the nature
of the date/time data input, whether before, during or after January 1, 2000
and whether or not the date/time data is affected by leap years.  To the extent any part of the Service Area
Network is intended to be used in combination with other software, hardware or
firmware, it will properly exchange date/time data with such software, hardware
or firmware.  The Service Area Network
will accept and respond to two-digit year-date input, correcting or
supplementing as necessary, and store, print, display or pass date/time data in
a manner that is unambiguous as to century. 
No date/time data will cause any part of the Service Area Network to perform
an abnormally ending routine or function within the Processes or generate
incorrect final values or invalid results.


 


34.       Marketing Communications Guidelines [Addm
V, §1].  The first bullet point in
Section II.B of Exhibit 5.2 to the Management Agreement is amended to read as
follows:


 


All uses of
the Sprint marks must be in a manner generally consistent with overall Sprint
brand positioning, as determined by Sprint from time to time.  Sprint will review all
advertising/communication strategy and make judgments on its consistency with
the overall Sprint brand positioning within ten (10) days of receipt.  If the strategy is judged to be inconsistent,
it will not be used or will be changed to be consistent with Sprint brand
positioning.  Pre-production
advertising/communications will be reviewed by Sprint for consistency with
Sprint brand positioning and personality within ten (10) days of receipt.  If the advertising/communications are judged
to be inconsistent, it will not be used or will be changed to be consistent
with the Sprint brand positioning and personality.


 


Services Agreement


 


35.       Non-exclusive Services [NEW].  Section 1.3 of the Services Agreement is
amended and restated in its entirety to read as follows:


 


1.3          Non-Exclusive
Services.  Nothing contained in this
agreement confers upon Manager an exclusive right to any of the Services.  Sprint Spectrum may contract with others to
provide expertise and services identical or similar to those to be made
available or provided to Manager under this agreement.


 


55





















 


36.       Changes to Article 2 [NEW].  Article 2 of the Services Agreement is
amended 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
2.1.1 attached to this agreement (“Services”)
from Sprint Spectrum in accordance with this section 2.1, and Sprint Spectrum
will provide all or none of the Services.   
For purposes of clarification, as of the Effective Date of Amended and
Restated Addendum VIII through December 31, 2006, Sprint Spectrum is providing
all of the Services to Manager and Sprint Spectrum will not provide individual
Services.


 


The fees charged for the Services and the process for setting the fees
charged for the Services 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 2.1.1 to Manager in accordance with the provisions of
section 9.1.


 


Without Manager’s prior written consent, neither Sprint Spectrum nor
any of its Related Parties will require Manager to pay for:


 


(A)          any of those additional
CCPU Services or CPGA Services to the extent that they are the same as or
functionally equivalent to any service or benefit that Manager currently
receives from Sprint Spectrum or its Related Parties or Sprint PCS or its
Related Parties but for which Manager does not pay a separate fee immediately
after the Effective Date of Amended and Restated Addendum VIII; or


 


(B)           any other additional
CCPU Services or CPGA Services through December 31, 2006. After that date the
fee for those other additional Services will be included in the fees for CCPU
Services and CPGA Services; or


 


(C)           Services provided to
Manager by a third party or self provided, if permitted under the Services
Agreement.


 


2.1.2       Discontinuance
of Services.    If Sprint
Spectrum determines to no longer offer a Service, then Sprint Spectrum must


 


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


 


(ii)           discontinue the Service
to all Other Managers.


 


56





















 


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


 


(a)           help Manager provide
the Service itself or find another vendor to provide the Service, and


 


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


 


The fees charged by Sprint Spectrum for the CCPU Services and CPGA
Services will be reduced by any fees payable by Manager to a vendor or new
Service provider in respect of discontinued CCPU Services and CPGA Services, or
by Sprint PCS’ cost of providing the Service if Manager self-provides the
discontinued Service, if (x) Sprint Spectrum procures such CCPU Services or
CPGA Services from a vendor or a new Service provider and bills those items as
Settled-Separately Manager Expenses (as defined in subsection 3.2.5 of this
agreement), or (y) Manager procures such CCPU Services or CPGA Services from a
vendor or a new provider of Services, or (z) Manager self-provisions the
Services.  No adjustment to the fees will
be made if Sprint Spectrum discontinues a CCPU Service or CPGA Service and
Sprint Spectrum does not provide the CCPU Service or CPGA Service to end users.


 


2.1.3       Performance
of Services.    Sprint Spectrum
may select the method, location and means of providing the Services.  If Sprint Spectrum wishes to use Manager’s
facilities to provide the Services, Sprint Spectrum must obtain Manager’s prior
written consent.


 


2.2          Third
Party Vendors.  Some of the Services
might be provided by third party vendors under arrangements between Sprint
Spectrum and the third party vendors.  In
some instances, Manager may receive Services from a third party vendor under
the same terms and conditions that Sprint Spectrum receives those
services.  In other instances, Manager
may receive Services under the terms and conditions set forth in an agreement
between Manager and the third party vendor.


 


2.3          Customer
Care Services Outsourcing.  Manager
may elect to outsource all (and not less than all) of its Customer Care
Services in the manner described on the attached Schedule 2.3 by
providing Sprint Spectrum notice of such election during the period beginning on
January 1, 2006 and ending on June 30, 2006, together with payment of a $3
million election fee.  Upon receiving
notice of Manager’s election and the election fee, the parties agree to abide
by the terms and conditions set forth on Schedule 2.3.


 


37.       Changes to Article 3 [NEW].  (a)     Section 14 of
Addendum I is deleted.  Additionally
Article 3 of the Services Agreement is amended and restated in its entirety to
read as follows:


 


3.         FEES FOR SERVICES


 


57





















 


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


 


If an accounting classification change has the effect of moving a
Service from a CCPU Service or CPGA Service to a Settled-Separately Manager
Expense, the fees for the CCPU Services or CPGA Services, as applicable,
charged by Sprint Spectrum will be reduced by the fees payable by Manager for
the new Settled-Separately Manager Expense.


 


3.2          Fees
for Services.


 


3.2.1  Initial Pricing Period.  The fees Manager will pay Sprint Spectrum for
the CCPU Services and CPGA Services provided to Manager by or on behalf of
Sprint Spectrum each month from the Effective Date of Amended and Restated
Addendum VIII until December 31, 2006 (“Initial Pricing Period”),
will be:


 


(a) 
for the CCPU Services:


 


(i)            from
the Effective Date of Amended and Restated Addendum VIII through December 31,
2004, $7.25 per subscriber;


 


(ii)           from
January 1, 2005 through December 31, 2005, $7.00 per subscriber; and


 


(iii)          from
January 1, 2006 through December 31, 2006, $6.75 per subscriber;


 


each multiplied by the Number
of Customers in Manager’s Service Area, and


 


(b) 
for the CPGA Services: $23.00 per Gross Customer Addition in Manager’s
Service Area multiplied by the Gross
Customer Additions in Manager’s Service Area.


 


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


 


3.2.2  Pricing Process.  The parties will
reset the CCPU and CPGA amounts to be applied in each pricing period after the
Initial Pricing Period ends.  Each
subsequent pricing period will last three years (if Manager continues to use
Sprint Spectrum or a Related Party to provide these Services) with, for
example, the second pricing period beginning on January 1, 2007 and ending on
December 31, 2009.


 


The process for resetting the amounts is as
follows:


 


(a) 
Sprint Spectrum will give Manager proposed CCPU and CPGA


 


58





















 


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


 


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


 


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


 


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


 


(i)            submit the
determination of the CCPU and CPGA amounts to binding arbitration under section
7.2 of this agreement, excluding the negotiation process set forth in section
7.1 and continue obtaining all of the CCPU Services and CPGA Services from
Sprint Spectrum at the CCPU and CPGA amounts the arbitrator determines, or


 


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


 


Manager has the right to propose to Sprint
Spectrum that Manager self-provision or procure from a vendor some, but not
all, of the Services.  Sprint Spectrum
will discuss the proposal with Manager, but Manager can only self-provision or
procure from a vendor some of the Services if Sprint Spectrum agrees.


 


Manager will begin paying Sprint Spectrum
under the CCPU and CPGA amounts that Sprint Spectrum presents for discussion at
the beginning of the new pricing period until the date on which the parties
agree or until the arbitrator determines the 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 fees from the beginning of the new pricing period and give
notice to Manager of what the fees are and the amount of any adjusting payments
required.  If Sprint PCS owes Manager a
refund of fees already paid, Sprint PCS may pay the amount to Manager or Sprint
PCS, in its sole discretion, may credit the amount of the


 


59





















 


refund against any amounts Manager then owes to Sprint PCS.  If Sprint PCS chooses to pay the refund, it
will make the payment at the time it sends the notice to Manager.  If Sprint PCS chooses to credit the refund,
it will in the notice indicate the amounts owing to which the credit will be
applied.  If Manager owes Sprint PCS
additional fees Manager will pay those fees to Sprint PCS within 10 days after
receipt of the notice.


 


3.2.3       Customer-Related
Services.  By December 1, 2006,
the parties will agree on a service level agreement for customer care services
and collection services (“Customer-Related Services”)
that will apply to Customer-Related Services delivered by Sprint Spectrum
starting on January 1, 2007.  If the
parties cannot agree on a service level agreement by December 1, 2006, either
party may submit a proposed service level agreement to binding arbitration
under section 7.2 of this agreement, excluding the negotiation process set
forth in section 7.1.  If the arbitration
concludes after January 1, 2007 the service level agreement, as agreed upon
through the arbitration process, will be effective as of January 1, 2007.   The agreement will set forth 5 metrics for
Customer-Related Services and will provide that Sprint Spectrum will use
commercially reasonable efforts to meet the industry averages for those metrics
as in effect on December 1, 2006.  The 5
metrics are:


 


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


 


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


 


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


 


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


 


(e)   Past-Due
Accounts Receivable Aging Rates defined as percentage of accounts receivable
greater than 60 days from due date.


 


The service level agreement will provide that
Sprint Spectrum will give Manager a quarterly report on the above metrics.  Beginning in 2008, Manager will have the
right to opt out of Sprint Spectrum providing the Customer Related Services if
the average of the metrics reflected in the four quarterly reports for the
prior calendar year indicate that Sprint Spectrum is not in compliance with any
2 of the 5 metrics.  To exercise the
opt-out right, Manager must give its opt-out notice to Sprint Spectrum during
the first quarter of any calendar year that Manager has an opt-out right.  Upon receipt of an opt-out notice, Manager
and Sprint Spectrum will use commercially reasonable efforts to transition the
Customer-Related Services to Manager or a third party vendor within 9 months
after the opt-out notice date.  Upon the
parties’ completion of the transition, the parties will agree to an adjustment
to 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 under
section 7.2 of this agreement, excluding the negotiation process set forth in
section 7.1, and continue obtaining all


 


60





















 


the CPGA Services and remaining CCPU services from Sprint
Spectrum.  Manager will reimburse Sprint
Spectrum for transition and continuing operation costs in accordance with
Section 3.2.4.


 


Manager’s opt-out right described above is
its sole remedy if Sprint Spectrum is not in compliance with the metrics;
Sprint Spectrum’s non-compliance with the metrics does not constitute a breach
of this agreement or any other agreement between the parties.  To the extent that Sprint Spectrum recovers
any penalties or other remuneration from a third party service provider
resulting from its failure to meet performance metrics established by Sprint
Spectrum and such third party service provider, Sprint Spectrum will pay
Manager its pro rata portion of the net recovery amount, based on an
appropriate unit of measurement.


 


3.2.4  Transition and Continuing Operating Costs.
 Sprint
Spectrum will cooperate with Manager and work diligently and in good faith to
implement the transition of Services to another service provider (including
Manager, if applicable), in a reasonably efficient and expeditious manner.


 


Manager will pay for all reasonable
out-of-pocket costs that Sprint Spectrum and its Related Parties actually incur
to (i) transfer any Service(s) provided to Manager to a third party vendor or
to enable Manager to self-provide any Service(s), and (ii) operate and maintain
systems, processes, licenses and equipment to support those Services.  Sprint Spectrum will bill Manager monthly for
these costs.


 


Upon the parties’ completion of the
transition of any Service, if such Service is transitioned to a third party,
the fee for the CCPU Service shall be reduced by the amount Manager is required
to pay the third party for such Service, or, if such Service is provided by
Manager, the fee for the CCPU Service shall be reduced by the amount Sprint PCS’
cost of providing such Service.


 


3.2.5  Settled-Separately Manager Expenses.  Manager will pay to or reimburse Sprint
Spectrum for any amounts that Sprint Spectrum or its Related Parties pays for
Settled-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 listed
in sections C and D of Schedule 2.1.1.


 


Sprint Spectrum will give Manager at least 60
days’ prior written notice by providing an amended Schedule 2.1.1 to
Manager in accordance with the provisions of section 9.1 of any additional
Services added to sections C and D of Schedule 2.1.1, but no additional
service may be added to the extent it is the same as, or functionally
equivalent to, either:


 


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


 


61





















 


(b)           any
service or benefit that Manager currently receives from Sprint Spectrum or its
Related Parties but for which Manager does not pay a separate fee before the
Effective Date.


 


For each Settled-Separately Manager Expense,
Sprint Spectrum will provide sufficient detail to enable Manager to determine
how the expense was calculated, including the unit of measurement (e.g., per subscriber per month or per call) and the record
of the occurrences generating the expense (e.g., the
number of calls attributable to the expense). 
If an expense is not reasonably subject to occurrence level detail,
Sprint Spectrum will provide reasonable detail on the process used to calculate
the fee and the process must be reasonable. 
A detail or process is reasonable if it is substantially in the form as
is customarily used in the wireless industry. 
The Settled-Separately Manager Expenses will be paid as set forth in
section 10 of the Management Agreement. 
Sprint Spectrum and its Related Parties may arrange for Manager to pay
any of the Settled-Separately Manager Expenses directly to the vendor after
giving Manager reasonable notice.


 


Unless Manager specifically agrees otherwise, any Settled-Separately
Manager Expense that Sprint Spectrum or any of its Related Parties is entitled
to charge or pass through to Manager under this agreement or the Management
Agreement will reflect solely out-of-pocket costs and expenses that Sprint
Spectrum or its Related Parties actually incur, will be usage-based or directly
related to revenue-generating products and services, and will not include any
allocation of Sprint PCS’ or its Related Parties’ internal costs or expenses
(including, but not limited to, allocations of general and administrative
expenses or allocations of employee compensation or related expenses).  For clarity, Sprint Spectrum’s or its Related
Parties’ out-of-pocket costs for handset and accessory inventory consist of
actual inventory invoice costs less any volume incentive rebates and price
protection credits that Sprint Spectrum or its Related Parties receive from a
vendor.


 


3.3          Late
Payments.  Any payment due under this
section 3 that Manager fails to pay to Sprint Spectrum in accordance with 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) the date
on which the payment is made.


 


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


 


38.       Audit [NEW].  Section 5.1.3 of the Services Agreement
is deleted. 
Section 5.1.2 of the Services Agreement is amended and
restated in its entirety to read as follows:


 


5.1.2       Audits.  On reasonable advance notice by one party,
the other party must provide its independent or internal auditors access to its
appropriate financial and operating records, including, without limitation,
vendor and distribution agreements, for purposes of auditing the amount of fees
(including the appropriateness of items included


 


62





















 


in
Settled-Separately Manager Expenses), costs, expenses (including operating
metrics referred to in this agreement and the Services Agreement relating to or
used in the determination of Inter Service Area Fees, Reseller Customer Fees,
CCPU Services or CPGA Services and any other data relied upon by Manager
relating to or used in the determination of any fees, costs, expenses or
charges payable to Manager under this agreement) or other charges payable in
connection with the Service Area for the period audited.  The party that requested the audit may decide
if the audit is conducted by the other party’s independent or internal
auditors.  Manager and Sprint Spectrum
may each request no more than one audit per year.


 


(a)           If the audit shows that
Sprint Spectrum was underpaid then, unless the amount is contested, Manager
will pay to Sprint Spectrum the amount of the underpayment within 10 Business
Days after Sprint Spectrum gives Manager written notice of the underpayment
determination.


 


(b)           If the audit determines
that Sprint Spectrum was overpaid then, unless the amount is contested, Sprint
Spectrum will pay to Manager the amount of the overpayment within 10 Business
Days after Manager gives Sprint Spectrum written notice of the overpayment
determination.


 


The auditing party will pay all costs and expenses related to the audit
unless the amount owed to the audited party is reduced by more than 10% or the
amount owed by the audited party is increased by more than 10%, in which case
the audited party will pay the costs and expenses related to the audit.


 


If either party disputes the auditor’s conclusion then the dispute will
be submitted to binding arbitration in accordance with section 7.2 of this
agreement, excluding the negotiation process set forth in section 7.1 of this
agreement.


 


Sprint Spectrum will provide a Type II Report to Manager twice
annually.  If Manager, on the advice of
its independent auditors or its legal counsel, determines that a statute,
regulation, rule, judicial decision or interpretation, or audit or accounting
rule, or policy published by the accounting or auditing profession or other
authoritative rule making body (such as the Securities and Exchange Commission,
the Public Company Accounting Oversight Board or the Financial Accounting
Standards Board) requires additional assurances beyond SAS 70, then Sprint
Spectrum will reasonably cooperate with Manager to provide the additional
assurances or other information reasonably requested by Manager so that it can
satisfy its obligations under such statute, regulation, rule, judicial decision
or interpretation, or audit or accounting rule, or policy published by the
accounting or auditing profession or other authoritative rule making body.  Sprint Spectrum’s independent auditors will
prepare any Type II Report or Manager Management Report provided under this
section 5.1.2 and will provide an opinion on the controls placed in operation
and tests of operating effectiveness of those controls in effect at Sprint
Spectrum over Manager Management Processes.


 


63





















 


39.       Dispute Resolution [NEW]. Section 7 of
the Services Agreement is hereby deleted in its entirety and replaced with the
following language:


 


7.1          Negotiation.  The parties will attempt in good faith to
resolve any issue, dispute, or controversy arising out of or relating to this
agreement by negotiation.  The following
procedures will apply to any such negotiations:


 


7.1.1       Notice.  A party commences the negotiation process by
giving the other party written notice of any dispute not resolved in the
ordinary course of business.  The notice
will expressly state that the notifying party is commencing the negotiation
process provided for in this section; identify the issues and the amounts in
dispute; and, will be delivered in accordance with section 9.1 of this
agreement.


 


7.1.2  Meeting.  Within 10 days after delivery of the written
notice commencing the negotiation process, representatives of both parties will
meet in a manner and at a time and place that is mutually acceptable to the
representatives involved for the purpose of exchanging relevant information and
in an effort to resolve the disputes.


 


7.1.3  Representatives.  Each party’s representative(s) at any meeting
conducted pursuant to this section 7.1 will have authority to resolve the
dispute(s) identified in the notice, except (i) with respect to Sprint the representative
will be at least a vice-president of Sprint PCS, Sprint United Management
Company or Sprint Corporation if the dispute is one that would require approval
of the Board of Directors, the Chief Executive Officer, President or Chief
Financial Office of Sprint Corporation under the then existing fiscal
authorization policies of Sprint Corporation and (ii) with respect to Manager
the representative will be at least a vice-president of Manager if the dispute
is one that would require approval of the Board of Directors.  If a party’s representative intends to be
accompanied at any meeting by an attorney, the other party will be given not
less than 3 days’ notice of such intention and may also be accompanied by an
attorney.


 


7.1.4  Termination of Process.  In the event that a dispute is not resolved
at the initial meeting of the parties’ representatives, the parties may agree
to continue the negotiation process by scheduling additional meetings and/or
including additional representatives. 
However, at any time after the first meeting or if the other party
refuses to meet, either party may terminate the negotiation process by delivery
of written notice to that effect to the other party in accordance with section
9.1 of this agreement.


 


7.1.5  Negotiations Not Evidence.  Any and all communications and negotiations
between the parties pursuant to this section 7.1 are Confidential Information
of both of the parties and will be treated as negotiations of settlement and
compromise as provided for in the Federal Rules of Evidence or any state’s
rules of evidence.  The substance of any
such communications and negotiations are not to be tendered or introduced into
evidence in any proceeding or litigation between the parties regarding the
subject disputes.


 


64





















 


7.2          Arbitration/Litigation.  With respect to any claim or dispute, either
party will continue to operate under this agreement and may file suit in a
court of competent jurisdiction or commence an arbitration proceeding in
accordance with the terms of this agreement. 
Absent the express agreement of a party to submit an issue or dispute to
arbitration (either by the specific terms of this agreement or some other
written agreement between the parties), neither party can be compelled to
submit a dispute to arbitration.  The
following rules and procedures will govern any arbitration proceeding agreed to
between the parties:


 


7.2.1       Place of Arbitration.  All arbitration proceedings between the
parties will be conducted in Chicago, Illinois.


 


7.2.2       Rules and Administration of
Proceeding.  Except as specifically
modified by the terms of this agreement, any arbitration proceeding will be
conducted in accordance with the rules and procedures of the CPR.  To the extent the terms of this agreement
conflict with said rules, the terms of this agreement will prevail.


 


7.2.3       Claims and Disputes
Involving Less Than $250,000.  Claims
involving disputed amounts less than $250,000 (whether the amount is raised in
the dispute or in a counterclaim) will be heard before a single arbitrator
selected in accordance with section 7.2.5, below.  The hearing on the merits of the parties’
claims and defenses will be conducted within 60 days of the appointment of the
arbitrator.  The parties will be entitled
to the following discovery from each other:


 


(a)           Up to 10 written
interrogatories as provided for in Rule 33 of the Federal Rules of Civil
Procedure except that responses to any such
interrogatories will be served within 30 days of service of the
interrogatories;


 


(b)           Up to 10 requests for
production of documents and things and for inspection as provided for in Rule
34 of the Federal Rules of Civil Procedure except that
responses, including the requested materials to be produced, will be served and/or
produced within 45 days of service of the requests;


 


(c)           Requests for Admission
as provided for in Rule 36 of the Federal Rules of Civil Procedure except that responses to any such requests will be served
within 20 days of service of the requests; and,


 


(d)           Any other discovery
agreed upon by the parties or ordered or directed by the arbitrator.


 


The arbitrator
may on the motion of a party or on their own establish different schedules for
responding to discovery.


 


65





















 


7.2.4       Claims and Disputes
Involving $250,000 or More.  Claims
involving disputed amounts of $250,000 or more (whether that amount is raised
in the dispute or in a counterclaim) will be heard before the three-arbitrator
panel selected in accordance with section 7.2.5, below.  The parties will be entitled to the following
discovery from each other:


 


(a)           Up to 15 written
interrogatories as provided for in Rule 33 of the Federal Rules of Civil
Procedure;


 


(b)           Up to 20 requests for
production of documents and things and for inspection as provided for in Rule
34 of the Federal Rules of Civil Procedure;


 


(c)           Requests for Admission
as provided for in Rule 36 of the Federal Rules of Civil Procedure;


 


(d)           Deposition testimony
from up to 5 witnesses who are representatives of the other party, plus any
expert witnesses of the other party, as provided for in Rule 30 of the Federal
Rules of Civil Procedure, except if the claim is in excess of $1,000,000 the
parties will be entitled to a reasonable number of depositions; and


 


(e)           Any other discovery
agreed upon by the parties or ordered or directed by the arbitration panel.


 


All discovery disputes and
other preliminary matters will be decided by the arbitration panel.


 


7.2.5       Selection of Arbitrators.  Arbitrators will be selected from the CPR’s
National Roster within 10 Business Days of the CPR providing a list of
potential arbitrators to the parties. 
Each arbitrator will serve strictly in a neutral capacity.  Each arbitrator will disclose any facts that
might bear upon his or her ability to serve in a neutral capacity to both
parties.  Any challenges as to the
neutrality of an arbitrator will be resolved in accordance with the rules and
procedures of the CPR.  The following
procedures will govern the selection process:


 


(a)           In
matters requiring a single arbitrator, the selection of the arbitrator will be
in accordance with CPR’s rules and procedures.


 


(b)           In
matters requiring a panel of three arbitrators, the CPR will submit to the
parties a list of 9 qualified potential arbitrators from its National
Roster.  If any of the initial 9
potential arbitrators cannot serve because of a conflict or other reason, the
CPR will supplement the list so that the parties have a total of 9 potential
arbitrators from which to select the panel of 3 arbitrators.  Each party will be entitled to strike 3 names
from the list provided.  Strikes will be
made on alternating basis, with the original claimant making the first strike,
followed by the respondent until each party has used all


 


66





















 


3 of its strikes.  The 3 persons not stricken will serve as
arbitrators.  Within 5 Business Days of
their appointment, the arbitrators will select the chairman of the panel and provide
notice of such selection to the CPR and the parties.  If a vacancy on the panel arises for any
reason, a replacement arbitrator will be selected in accordance with CPR’s
rules and procedures.


 


7.2.6       Final Award.  The final award of the arbitrator or
panel of arbitrators, as the case may be, will be in writing, signed by the
arbitrators, and will state the basis for the decision.  In proceedings involving a single arbitrator,
the final award will be made within 30 days of the close of the hearing.  In proceedings involving a panel of three
arbitrators, the final award will be made within 30 days of the close of the
hearing.  The final award will be
confidential, except that to the extent necessary to enforce its terms, either
party may obtain a judgment on the award in any state or federal court of
competent jurisdiction.


 


7.3          Injunctive Relief.  Notwithstanding any other provision in this
Agreement, arbitration may not be used regarding any issue for which injunctive
or similar equitable relief is sought by either party.  No arbitrator is vested with authority or
jurisdiction to award an injunction or similar equitable relief without the
express written consent of the parties directed to the arbitration proceeding.


 


40.       Notices [NEW and Addm IV, §5].  Section 9.1 of the Services Agreement is
amended and restated in its entirety to read as follows:


 


9.1          Notices.  Any
notice, payment, invoice, demand or communication required or permitted to be
given by any provision of this agreement must be in writing and mailed
(certified or registered mail, postage prepaid, return receipt requested), sent
by hand or overnight courier, charges prepaid or sent by facsimile or email (in
either instance with acknowledgement or read receipt received), and addressed
as described in section 17.1(b) of the Management Agreement, or to any other
address or number as the person or entity may from time to time specify by
written notice to the other parties.


 


The subject line of any email notice that
purports to add any additional service to Schedule 2.1.1 must read “Additional
Service to Schedule 2.1.1”.  The new Schedule
2.1.1 must also be attached to the email, and notice will also be provided
to those individuals listed for notices for Manager regarding Program
Requirement Changes set forth in section 17.1(b) of the Management Agreement.


 


Any notice, demand or communication intended to
be notice of a breach of an agreement or notice of an Event of Termination must
clearly indicate that intent, state the section(s) of the agreements allegedly
breached, and in addition to any other form of notice it must be mailed or sent
by overnight courier in the manner described in the first paragraph of this
section 9.1.


 


Manager will promptly give Sprint Spectrum a copy of any notice Manager
receives from the Administrative Agent or any Lender, and a copy of any notice
Manager


 


67





















 


gives to the
Administrative Agent or any Lender. 
Sprint Spectrum will promptly give Manager a copy of any notice that
Sprint Spectrum receives from the Administrative Agent or any Lender and a copy
of any notice that Sprint Spectrum gives to the Administrative Agent or any
Lender.


 


All notices and other communications given to a
party in accordance with the provisions of this agreement will be deemed to
have been given when received.


 


41.       Entire Agreement; Amendments [NEW].  Section 9.6 of the Services Agreement is
amended and restated in its entirety to read as follows:


 


9.6          Entire
Agreement; Amendments.  The provisions of this agreement and the
Management Agreement including the exhibits to those agreements set forth the
entire agreement and understanding between the parties as to the subject matter
of this agreement and supersede all prior agreements, oral or written, and
other communications between the parties relating to the subject matter of this
agreement.  Except for Sprint Spectrum’s
right to add additional Services to Schedule 2.1.1 subject to the
provisions of section 2.1.1 and section 3.2.5, this agreement may be modified
or amended only by a written amendment signed by the persons or entities
authorized to bind each party.


 


42.       Force Majeure [NEW].   The second paragraph of section 9.8 of
the Services Agreement is amended and restated in its entirety to read as
follows:


 


Neither Manager nor Sprint Spectrum, as the
case may be, is in breach of any covenant in this agreement and no Event of
Termination will occur as a result of the failure of such party to comply with
any covenant, if the party’s non-compliance with the covenant results primarily
from:


 


(i)            any FCC order or any
other injunction that any governmental authority issues that impedes the party’s
ability to comply with the covenant,


 


(ii)           the failure of any
governmental authority to grant any consent, approval, waiver or authorization
or any delay on the part of any governmental authority in granting any consent,
approval, waiver or authorization,


 


(iii)          the failure of any
vendor to deliver in a timely manner any equipment or service, or


 


(iv)          any act of God, act of
war or insurrection, riot, fire, accident, explosion, labor unrest, strike,
civil unrest, work stoppage, condemnation or any similar cause or event not
reasonably within the control of the party.


 


68





















 


43.       Governing Law, Jurisdiction and Consent to Service of
Process. [NEW].    Section 9.11 of the Services Agreement is
replaced with the following language:


 


9.11        Governing Law,
Jurisdiction and Service of Process.


 


9.11.1     Governing
Law.  The internal laws of the
State of Kansas (without regard to principles of conflicts of law) govern the
validity of this agreement, the construction of its terms, and the
interpretation of the rights and duties of the parties.  The substantive laws and the procedural laws
of the State of Kansas will apply to an arbitration proceeding conducted under
section 7.2, except to the extent a CPR rule or procedure applies.


 


9.11.2     Jurisdiction;
Consent to Service of Process.


 


(a)           Each party hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any Kansas State court sitting in the County of
Johnson or any Federal court of the United States of America sitting in the
District of Kansas, and any appellate court from any such court, in any suit action
or proceeding arising out of or relating to this agreement, or for recognition
or enforcement of any judgment, and each party hereby irrevocably and
unconditionally agrees that all claims in respect of any such suit, action or
proceeding may be heard and determined in such Kansas State Court or, to the
extent permitted by law, in such Federal court.


 


(b)           Each party hereby
irrevocably and unconditionally waives, to the fullest extent it may legally do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this agreement in
Kansas State court sitting in the County of Johnson or any Federal court
sitting in the District of Kansas.  Each
party hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such suit, action or
proceeding in any such court and further waives the right to object, with
respect to such suit, action or proceeding, that such court does not have
jurisdiction over such party.


 


(c)           Each party irrevocably
consents to service of process in the manner provided for the giving of notices
pursuant to this agreement, provided that such service shall be deemed
to have been given only when actually received by such party.  Nothing in this agreement shall affect the
right of a party to serve process in another manner permitted by law.


 


Trademark License Agreements


 


44.       Notices [NEW].   Section 15.1 of each of the Trademark
License Agreements is amended and restated in its entirety to read as follows:


 


69





















 


Section 15.1.          Notices.  Any
notice, payment, invoice, demand or communication required or permitted to be
given by any provision of this agreement must be in writing and mailed
(certified or registered mail, postage prepaid, return receipt requested), sent
by hand or overnight courier, or sent by facsimile (with acknowledgment
received), charges prepaid and addressed as described in section 17.1(b) of the
Management Agreement, or to any other address or number as the person or entity
may from time to time specify by written notice to the other parties.


 


Any notice, demand or communication intended to
be notice of a breach of an agreement or notice of an Event of Termination must
clearly indicate that intent, state the section(s) of the agreements allegedly
breached, and be mailed or sent by overnight courier in the manner described in
the preceding paragraph.


 


Licensee will promptly give Licensor a copy of any notice Licensee
receives from any Administrative Agent or any Lender, and a copy of any notice
Licensee gives to any Administrative Agent or any Lender.  Licensor will promptly give Licensee a copy
of any notice that Licensor receives from the Administrative Agent or any
Lender and a copy of any notice that Licensor gives to the Administrative Agent
or any Lender.


 


All notices and other communications given to a
party in accordance with the provisions of this agreement will be deemed to
have been given when received.


 


45.       Governing Law [NEW].    Section 15.8 of each of the Trademark
License Agreements is replaced by the following
language:


 


15.8         Governing Law.    The internal laws of the State of Kansas
(without regard to principles of conflicts of law) govern the validity of this
agreement, the construction of its terms, and the interpretation of the rights
and duties of the parties.


 


46.       Jurisdiction [NEW].    Section 15.13 of each of the Trademark
License Agreements is replaced by the following language:


 


15.13       Jurisdiction; Consent to
Service of Process.


 


(a)           Each party hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any Kansas State court sitting in the County of
Johnson or any Federal court of the United States of America sitting in the
District of Kansas, and any appellate court from any such court, in any suit
action or proceeding arising out of or relating to this agreement, or for
recognition or enforcement of any judgment, and each party hereby irrevocably
and unconditionally agrees that all claims in respect of any such suit, action
or proceeding may be heard and determined in such Kansas State Court or, to the
extent permitted by law, in such Federal court.


 


(b)           Each party hereby irrevocably
and unconditionally waives, to the fullest extent it may legally do so, any
objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this agreement in
Kansas


 


70





















 


State court
sitting in the County of Johnson or any Federal court sitting in the District
of Kansas.  Each party hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such suit, action or proceeding in any such court
and further waives the right to object, with respect to such suit, action or
proceeding, that such court does not have jurisdiction over such party.


 


(c)           Each party irrevocably
consents to service of process in the manner provided for the giving of notices
pursuant to this agreement, provided that such service shall be deemed
to have been given only when actually received by such party.  Nothing in this agreement shall affect the
right of a party to serve process in another manner permitted by law.


 


Schedule
of Definitions


 


47.       Deleted Definition [Addm I, §2 and NEW].  The definition of “Available Services” is
deleted.


 


48.       Additional, Amended or Supplemented Definitions
[NEW].  The following  are new or amended definitions, unless
otherwise indicated.


 


“Allocable Software Fee”
has the meaning set forth in section 1.3.4(e) of the Management Agreement.


 


“Allocated Write-offs” has
the meaning set forth in section 10.3.4 of the Management Agreement.


 


“Amount Billed (Net of Customer Credits)” has
the meaning set forth in section 10.3.3 of the Management Agreement.


 


“AT&T
Arrangement” has the meaning set forth in section
3.5.2(c).


 


“Available Services”
means those categories of Services listed on Exhibit 2.1.1 to the
Services Agreement (as the same may be amended from time to time by Sprint
Spectrum and made available to Manager under the terms of the Services
Agreement).


 


“Away Network”
means:


 


(i)            any portion of the
Sprint PCS Network other than Manager’s Service Area Network, in the case of
Customers with an NPA-NXX assigned to the Service Area (or any other such
designation in accordance with section 17.17 of the Management Agreement), and


 


(ii)           Manager’s Service Area
Network, in the case of Customers with an NPA-NXX assigned to an area outside
the Service Area (or any other such designation in accordance with section
17.17 of the Management Agreement).


 


71





















 


“Billed Component(s)” has
the meaning set forth in section 10.3.2 of the Management Agreement.


 


“Billed Month” has
the meaning set forth in section 10.2.1 of the Management Agreement.


 


“Billed Revenue” has
the meaning set forth in section 10.2.1 of the Management Agreement.


 


“Capital Program Requirement Change”
has the meaning set forth in section 9.3.1(b) of the Management Agreement.


 


“CCPU Services” means
those Services listed in section A of Schedule 2.1.1 to the Services Agreement.


 


“Chief Financial Officer of Sprint PCS”, “Sprint
PCS Chief Financial Officer” and other references to
the Chief Financial Officer of Sprint PCS mean the Senior Vice President —
Finance of Sprint Corporation designated to serve as the chief financial
officer of Sprint PCS or if none, the individual serving in that capacity.


 


“CPGA Services” means
those Services listed in section B of Schedule 2.1.1 to the Services Agreement.


 


“CPR” has the
meaning set forth in section 9.3.2 of the Management Agreement.


 


“CSA” has the
meaning set forth in section 10.2.1 of the Management Agreement.


 


“Customer” means any
customer, except Reseller Customers or customers of third parties for which
Manager provides solely switching services, who purchases Sprint PCS Products
and Services, regardless of where their NPA-NXX is assigned.


 


“Customer Care Services”
has the meaning set forth in Schedule 2.3 of the Services Agreement.


 


“Customer Credits” has
the meaning set forth in section 10.2.1 of the Management Agreement.


 


“Customer Equipment Charges” has
the meaning set forth in section 10.3.2.5 of the Management Agreement.


 


“Customer Equipment Credits”
has the meaning set forth in section 10.3.2.2 of the Management Agreement.


 


“Customer-Related Services” has
the meaning set forth in section 3.2.2 of the Services Agreement.


 


72





















 


“Customer Taxes”
means the amounts that Sprint PCS bills to Manager Accounts for taxes,
including, without limitation, federal, state, and local sales, use, gross and
excise tax.


 


“Effective Date” has
the meaning set forth in the preamble of this Addendum.


 


“Enterprise Value” means
either:


 


(i) if the entity has issued publicly-traded equity, the combined book value of the entity’s outstanding debt
and preferred stock less cash plus the fair market value of each class of its
publicly-traded equity other than any publicly-traded preferred stock.  For the purposes of this definition, the fair
market value of a class of the entity’s publicly-traded equity (other than
publicly-traded preferred stock) is equal to the product of:


 


(A)          the number of issued and
outstanding shares of the class of publicly-traded equity as of the date of
determination, times


 


(B)           the applicable average
closing price (or average closing bid, if traded on the over-the-counter
market) per share of the class of publicly-traded equity over the 21
consecutive trading days immediately preceding the date of determination; or


 


(ii)           if the entity does not
have issued publicly-traded equity, the combined book value of the entity’s
outstanding debt and equity less cash.


 


“E911 Phase I Surcharges” means
all costs related to Phase I E911 functionality.


 


“E911 Phase II Surcharges” has
the meaning set forth in section 10.3.2.6 of the Management Agreement.


 


“ETC” has the
meaning set forth in section 10.6.1 of the Management Agreement.


 


“Existing Resale Arrangements”
has the meaning set forth in section 3.5.2(a) of the Management Agreement.


 


“Fee Based on Billed Revenue” has
the meaning set forth in section 10.2.1 of the Management Agreement.


 


“Gross Customer Additions in Manager’s
Service Area” means the average number of Customers
activated (without taking into consideration the number of Customers lost)
during the previous month with an NPA-NXX assigned to the Service Area as
reported in Sprint PCS’ most recent monthly KPI report.  For purposes of clarification, upgraded
Customers are not included in the calculation of Gross Customer Additions in
Manager’s Service Area.


 


73





















 


“Initial 3G Data Fee Period” has
the meaning set forth in section 10.4.1.3(a) of the Management Agreement.


 


“Initial Pricing Period” has
the meaning set forth in section 3.2.1 of the Services Agreement.


 


“Inter Service Area Fee” has
the meaning set forth in section 4.3 of the Management Agreement.


 


“Inter Service Area 3G Data Fee”
means the fee for use of the Sprint PCS Network and the Service Area Network
for 3G data (except by Reseller Customers) as determined in section 10.4.1.3 of
the Management Agreement.


 


“Inter Service Area Voice and 2G Data Fee” means
the fee for use of the Sprint PCS Network and the Service Area Network for
voice and 2G data (except by Reseller Customers) as determined in section
10.4.1.2 of the Management Agreement.


 


“Investment Banker” has
the meaning set forth in section 9.3.2 of the Management Agreement.


 


“Mackinac BTAs” has
the meaning set forth in section 2.1 of the
Management Agreement.


 


“Mackinac Build-Out”
has the meaning set forth in section 2.1 of the Management Agreement.


 


“Manager Accounts” has
the meaning set forth in section 10.2.1 of the Management Agreement.


 


“Manager Management Process”
has the meaning set forth in section 12.1.2 of the Management Agreement.


 


“Manager Management Report” has
the meaning set forth in section 12.1.2 of the Management Agreement.


 


“Net Billed Revenue” has
the meaning set forth in section 10.2.1 of the Management Agreement.


 


“New Coverage” means the build-out in the Service Area that is in addition
to the build-out required under the then-existing Build-out Plan, which
build-out Sprint PCS or Manager decides should be built-out.


 


“Non-Capital Program Requirement Change”
has the meaning set forth in section 9.3.1(a) of the Management Agreement.


 


“NPA-NXX” means
NPA-NXX or an equivalent identifier, such as a network access identifier (NAI).


 


74





















 


“Number of Customers in Manager’s Service
Area” means the average number of Customers with
NPA-NXXs assigned to the Service Area reported in Sprint PCS’ most recent
monthly KPI report.


 


“Outbound Roaming Fees”
means the amounts that Sprint PCS or its Related Parties bills to Manager
Accounts for calls placed on a non-Sprint PCS Network.


 


“Overall Changes”
has the meaning set forth in section 1.10(a) of the Management Agreement.


 


“Previously Declined Resale Arrangements” has
the meaning set forth in section 3.5.2(a) of the Management Agreement.


 


“Program Requirement Change”
means a change in a Program Requirement issued by Sprint PCS in accordance with
section 9.2 of the Management Agreement.


 


“Required
Resale Arrangements” has the meaning set forth in
section 3.5.2(b).


 


“Required
Resale Participation Period” means the period from
April 1, 2004, until the later of (1) December 31, 2006 and (2) the expiration
of any three-year period beginning after December 31, 2006, for which Sprint
PCS and Manager have reached agreement in accordance with section 10.4.1.1(c)
with respect to the terms, fees and conditions applicable to Manager’s
participation in Resale Arrangements entered into by Sprint PCS.  For the avoidance of doubt, if Manager and
Sprint PCS are not able to reach agreement in accordance with section
10.4.1.1(c) with respect to the terms, fees and conditions applicable to
Manager’s participation in Resale Arrangements entered into by Sprint PCS, then
the “Required Resale Participation Period” will automatically end at the
expiration of the then current three-year period.


 


“Resale Arrangement” has
the meaning set forth in section 3.5.2.


 


“Reseller Customer”
means customers of companies or organizations with a Private Label PCS Services
or similar Resale Arrangement with Sprint PCS or Manager.


 


“Reseller Customer Fees”
has the meaning set forth in section 10.4.1.1 of the Management Agreement.


 


“Reseller Customer 3G Data Fee”
means the fee for use of the Service Area Network by a Reseller Customer for 3G
data as determined in section 10.4.1.3 of the Management Agreement.


 


“Reseller Customer Voice and 2G Data Fee” means
the fee for use of the Service Area Network by a Reseller Customer for voice
and 2G data as determined in section 10.4.1.2 of the Management Agreement.


 


75





















 


“SCCLP” has the
meaning set forth in section 3.4.2(b) of the Management Agreement.


 


“Selected Services” means Services.


 


“Service Area Network”
means the network that is directly required for the provision of
telecommunications services to Customers and is managed by Manager under the
Management Agreement in the Service Area under the License.


 


“Services” has the meaning set forth in section 2.1.1
of the Services Agreement.


 


“Settled-Separately  Manager Expenses” has the meaning set forth in section 3.2.5
of the Services Agreement.


 


“Software” means
only that software and software features currently existing or developed in the
future that are used in connection with telecommunications equipment owned or
leased by Manager in Manager’s provisioning of wireless services in the Service
Area and includes, without limitation, software maintenance, updates,
improvements, upgrades and modifications. 
“Software” expressly excludes:


 


(i)            software “rights to
use” licenses to the extent paid to the licensor directly by Manager, and


 


(ii)           software operating
Sprint PCS’ national platforms, billing system platforms, customer service
platforms and like applications.


 


“Software Fees” means costs associated
(including applicable license fees) with procuring software, software
maintenance, software upgrades and other software costs needed to provide
uniform and consistent operation of the wireless systems within the Sprint PCS
Network.


 


“Sprint PCS” means
any or all of the following Related Parties who are License holders or
signatories to the Management Agreement: Sprint Spectrum L.P., a Delaware
limited partnership, WirelessCo, L.P., a Delaware limited partnership,
SprintCom, Inc., a Kansas corporation, PhillieCo Partners I, L.P., a Delaware
limited partnership, PhillieCo, L.P., a Delaware limited partnership, Sprint
Telephony PCS, L.P., a Delaware limited partnership, Sprint PCS License,
L.L.C., a Delaware limited liability company, American PCS Communications, LLC,
a Delaware limited liability company, and APC PCS, LLC, a Delaware limited
liability company.  Any reference in the
Management Agreement or Services Agreement to Cox Communications PCS, L.P., a
Delaware limited partnership, or Cox PCS License, L.L.C., a Delaware limited
liability company, is changed to Sprint Telephony PCS, L.P., a Delaware limited
partnership, or Sprint PCS License, L.L.C., a Delaware limited liability
company, respectively, to reflect name changes filed with the Delaware
Secretary of State in 2002.


 


76





















 


“Sprint PCS ARPU”
means the average revenue per user publicly announced by Sprint PCS or its
Related Parties for the most recent calendar year.  Sprint PCS ARPU is generally calculated by
dividing wireless service revenues by average wireless subscribers.


 


“Sprint PCS Retail Yield for Voice and 2G
Data Usage” means the quotient calculated by dividing
(a) Sprint PCS ARPU less the 3G data component in the Sprint PCS ARPU by (b)
the reported minutes of use per subscriber for the calendar year for which the
Sprint PCS ARPU was calculated.


 


“Sprint PCS Retail Yield for 3G Data Usage”
means the quotient calculated by dividing (a) the 3G data component in the
Sprint PCS ARPU by (b) the kilobytes of use for 3G data usage per subscriber
for the calendar year for which the Sprint PCS ARPU was calculated.


 


“Subsidy Funds” has
the meaning set forth in section 10.6.1 of the Management Agreement.


 


“3M-pops Manager” means
any Other Manager whose ultimate parent entity (as defined by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976) controls entities with 3
million or more covered pops.


 


“Total Software Cost”
means the amount paid by Sprint PCS to the Vendor directly associated with the
Software used by Sprint PCS, Manager and Other Managers (if and to the extent
Manager and the Other Managers have agreed to pay any Allocable Software Fee)
for the Sprint PCS Network for which Manager is not obligated to pay the
Software Vendor directly, net of any discounts or rebates and excluding any
mark-up by Sprint PCS for administrative or other fees.


 


“Transition Date” has
the meaning set forth in section 10.12.3 of the Management Agreement.


 


“Type II Report” has
the meaning set forth in section 12.1.2 of the Management Agreement.


 


“Ultimate Parent” has
the meaning set forth in the Hart-Scott-Rodino Antitrust Improvements Act of
1976.


 


“USF Charges” has
the meaning set forth in section 10.3.2.7 of the Management Agreement.


 


“Vendor” has the
meaning set forth in section 1.3.4(b) of the Management Agreement.


 


“Vendor Software”
has the meaning set forth in section 1.3.4(b) of the Management Agreement.


 


77





















 


“wireless mobility communications network”
means a radio communications system operating in the 1900 MHz spectrum range
under the rules designated as Subpart E of Part 24 of the FCC’s rules.


 


“WLNP Surcharges”
has the meaning set forth in section 10.2.4 of the Management Agreement.


 


“Write-offs” has the
meaning set forth in section 10.3.1 of the Management Agreement.


 


“Year 2000 Compliance” has
the meaning set forth in section 17.29 of the Management Agreement.


 


78





















 


B.            Cross-references
to Other Paragraphs in Previous Addenda.


 


Listed below are those paragraphs in the previous addenda that are
interpretations or applications of the Management Agreement, the Services
Agreement, the Trademark License Agreements or the Schedule of Definitions and
that are not listed above.  These serve
as cross-references to facilitate finding provisions in the previous
addenda.  The number shown at the
beginning of each item is the paragraph reference in the designated Addendum.


 


Addendum II


 


1              Use
of Loan Proceeds


2              Consent
and Agreement Not Assignable


3              Notices


4              No
Default Under Credit Agreement or Management Agreement


5              No
Known Breach Under Management Agreement


 


Addendum III


 


1              Expansion
of Service Area


3              Build-out Plan


4              Purchase of Assets


5              Manager’s Option


6              Fixed Wireless Local
Loop


7              Build-Out of Des
Moines and Omaha


8              Expedite Fees


14            Additional Terms and
Provisions


 


Addendum IV


 


1              Confirmation
of Restructuring and Assumption of Sprint Agreements


2              Use
of Loan Proceeds


3              Financing


4              Consent
and Agreement Not Assignable


6              No
Default Under Credit Agreement or Management Agreement


7              No
Known Breach Under Management Agreement


9              Counterparts


 


Addendum V


 


3              Counterparts


 


Addendum VI


 


2              Subscribers


3              Counterparts


 


79





















 


Addendum VII (All
are related to spectrum swap)


 


1              Change
in Spectrum Range


2              Build-out
Schedule


3              Microwave
Relocation


4              Disaggregation


5              Consideration


6              Expenses


7              Right
to Terminate


8              Counterparts


 


80





















 


C.            Other
Provisions.


 


1.             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.


 


2.             Reaffirmation of
Sprint Agreements.    Each of the
undersigned reaffirms in their entirety the Management Agreement, the Services
Agreement and the Trademark License Agreements, together with their respective
rights and obligations under those agreements.


 


3.             Counterparts.    This Addendum may be executed in one or
more counterparts, including facsimile counterparts, and each executed
counterpart will have the same force and effect as an original instrument as if
the parties to the aggregate counterparts had signed the same instrument.


 


[THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


81





















 


The parties
have caused this Amended and Restated Addendum VIII to be executed as of the
date first above written.


 


 


	
   

  	
  SPRINT
  SPECTRUM L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  David Bottoms

  	
   

  
	
   

  	
   

  	
  Name: David Bottoms

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPRINTCOM,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  David Bottoms

  	
   

  
	
   

  	
   

  	
  Name: David Bottoms

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WIRELESSCO,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  David Bottoms

  	
   

  
	
   

  	
   

  	
  Name: David Bottoms

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPRINT
  COMMUNICATIONS COMPANY L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  William C. White

  	
   

  
	
   

  	
   

  	
  Name: William C. White

  
	
   

  	
   

  	
  Title: VP-Corporate Communications

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IPCS
  WIRELESS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Timothy M. Yager

  	
   

  
	
   

  	
   

  	
  Name: Timothy M. Yager

  
	
   

  	
   

  	
  Title:
  President & Chief Executive Officer

  



 


82





















 


EXHIBIT A


 


iPCS, INC. and iPCS WIRELESS, INC. v. SPRINT
CORPORATION, SPRINT SPECTRUM L.P., WIRELESSCO, L.P. and SPRINTCOM, INC.,
Adversary Proceedings No. 03-6063, which has been consolidated with litigation
between the Committee and the Sprint Parties entitled OFFICIAL COMMITTEE OF
UNSECURED CREDITORS OF iPCS, INC., iPCS WIRELESS, INC. AND iPCS EQUIPMENT, INC.
v. SPRINT CORPORATION, SPRINT SPECTRUM, L.P. and SPRINTCOM, INC., Adversary
Proceedings No. 03-6464, and litigation between Toronto Dominion (Texas), Inc.
and the Sprint Parties entitled TORONTO DOMINION (TEXAS), INC. v. SPRINTCOM,
INC., SPRINT COMMUNICATIONS COMPANY L.P., SPRINT SPECTRUM L.P. and WIRELESSCO,
L.P., Adversary Proceedings No. 04-9021, pending as consolidated adversary
proceedings in the United States Bankruptcy Court, Northern District of
Georgia, Atlanta Division.


 


83





















 


Schedule 1


 


Program Requirement 3.5.2 dated August 13, 2002 and  labeled “Exhibit 3.5.2
Program Requirement for Voluntary Resale of Products and Services By Voluntary
Resellers Under the Private Label Solutions Program”  is amended by replacing the title, preamble
and general terms with the following, and by deleting all attachments:


 


Program Requirement for Resale of Products
and Services


By


Resellers Under the Private Label Solutions
Program


 


(8/16/04)


 


Sprint PCS’ Resale Program (“Resale Program”)
is described in Section 3.5.2 of the Sprint PCS Management or Affiliation
Agreement and consists of this Program Requirement 3.5.2 (the “Program Requirement 3.5.2”) and separate attachments to the
Program Requirement 3.5.2 (“Attachment(s)”).
Each Attachment states terms of the Resale Program and includes a specific list
of companies with which Sprint PCS contracts to sell Sprint PCS Products and
Services under brand names other than the Brands.


 


Any reference to Manager in this Program Requirement refers to Manager,
as such term is defined in the Management Agreement, or Affiliate, as such term
is defined in the Affiliation Agreement, as applicable.  Any reference to Management Agreement in this
Program Requirement also refers to an Affiliation Agreement, as
applicable.  Capitalized terms used and
not otherwise defined in this Program Requirement 3.5.2  have the meaning ascribed to them in the
Schedule of Definitions in the Management Agreement.  Section and exhibit references are to
sections and exhibits of the Management Agreement unless otherwise noted.


 


As used in this Program Requirement “NPA-NXX” of Manager means a
NPA-NXX in the Service Area of that Manager or any other such designation in
accordance with section 17.17.


 


General Terms


 


Unless otherwise specified, the Program Requirements outlined below
apply to the resellers set forth in the Attachments.


 


1.             Products
and Services Offered.  Sprint
PCS may from time to time limit the Sprint PCS Products and Services that are
provided to resellers.  Manager will
provide to resellers those Sprint PCS Products and Services that Sprint PCS
provides to the resellers, and Manager will support products and services
offered resellers in the same fashion that Manager supports similar Sprint PCS
Products and Services.


 


84





















 


2.             Information
and MINs. 
Manager will allow Sprint PCS access to information necessary to bill
resellers, including Call Detail Records and basic provisioning
information.   For purposes of
clarification, all such information will constitute “Confidential Information”
for purposes of the Management Agreement. 
Neither Sprint PCS nor Manager will have access to resellers’ end-users’
personal information.  Sprint PCS will
administer NPA-NXXs available for resellers in a manner substantially the same
as the MIN allocation process in place for Sprint PCS owned markets.  Sprint PCS will provide resellers with an
unbranded coverage map and zip code information for the Manager’s service
area(s) substantially the same as the coverage map and zip code information
provided for Sprint PCS owned service areas.


 


3.             Contacts
and Disputes. 
Manager will direct any questions or disputes regarding a reseller or
resale arrangement to the designated representative(s) within the Management
Agreement and will not contact the resellers directly.  Any disputes between Manager and Sprint PCS
regarding a resale arrangement will be resolved under the terms of the
Management Agreement.


 


4.             Six-second
Increment Billing.  For
all QuickNet Connect (QNC) data and other traffic on the Manager’s Service Area
Network for which Sprint PCS bills a reseller in six-second increments or some
other incremental measurement other than one-minute (“Other
Increment”), Sprint PCS will settle with Manager in six-second
increments or such Other Increment, as applicable.  Billed charges (per call or event) that
result in fractional cents may be rounded up to the next whole cent.


 


5.             Sprint
3G Data Service.  In
addition to reselling certain Sprint PCS Products and Services under brand
names other than the Brands, some resellers are also permitted to sell Sprint’s
1XRTT advanced multimedia data services and premium services associated with
the PCS Vision service (“Sprint 3G Data Service”)
using the Sprint and PCS Vision service marks. 
If Manager specifically consented to a reseller’s use of the Brands in
selling Sprint 3G Data Service in the Manager’s Service Area, the Manager will
be compensated for Sprint 3G Data Service as follows:


 


The revenue for Sprint 3G Data Service sold by resellers using the
Brands to reseller subscribers having an NPA-NXX of Manager will be treated as
Billed Revenue under the Management Agreement. 
Billed Revenue will be based on reseller specific Sprint 3G Data Service
pricing set forth in Attachment 1.1 to Program Requirement 3.5.2. From time to
time, Sprint may amend the rates charged to Resellers for Sprint 3G Data
Service.


 


6.             Short
Message Service (SMS).  For
SMS messages on the Manager’s network used by subscribers of Resellers with an
NPA-NXX of Manager, Manager will be compensated at the rate set forth in
Attachment 1.2 to Program Requirement 3.5.2, which may be amended from time to
time in accordance with the Management Agreement.  For SMS messages used by subscribers of
Resellers with an NPA-NXX of Manager, there will be no compensation either paid
or owed when such subscribers are traveling outside of the Manager’s Service
Area.


 


SMS messages means circuit-switched short alphanumeric messages on a
Reseller subscriber’s handset.


 


85





















 


7.             Future
Services.   If
Sprint PCS elects to enter into a resale arrangement with any resellers for any
services other than those services described in this Program Requirement 3.5.2,
including any current Attachment to this Program Requirement 3.5.2 (“Future Services”), then, subject to section 9.3 of the
Management Agreement, Manager must support those Future Services for all
resellers with executed contracts under resale arrangements existing prior to
or entered into, renewed or extended during the Required Resale Participation
Period throughout the remaining term of their resale arrangement with Sprint
PCS.  Sprint PCS will compensate Manager
for the resale of Future Services at rates to be established in future
Attachments to Program Requirement 3.5.2, as amended from time to time in
accordance with the Management Agreement, which rates will be communicated in
writing to Manager in advance.


 


86





















 


Attachment No. 1.0 to Program Requirement 3.5.2


 


Resale Program


 


This Attachment No. 1.0 to Program Requirement 3.5.2 contains the list
of resellers included in the Resale Program as of April 1, 2004.


 


Resellers


 


	
   

  	
   

  	
  Effective

  Date

  	
   

  	
  Renewal

  Date

  	
   

  	
  Renewal

  Period *

  	
   

  
	
  Vartec Telecom, Inc. (Excel)

  	
   

  	
  9/15/2000

  	
   

  	
  12/15/2003

  	
   

  	
  3 Years

  	
   

  
	
  ZefCom, L.L.C. (Telespire)

  	
   

  	
  11/17/2000

  	
   

  	
  11/17/2003

  	
   

  	
  3/31/2006

  	
   

  
	
  Working Assets Funding Service,
  Inc.(Working Assets)

  	
   

  	
  12/1/2001

  	
   

  	
  12/31/2003

  	
   

  	
  3 Years

  	
   

  
	
  Wherify Wireless, Inc. (Wherify Wireless)

  	
   

  	
  1/7/2002

  	
   

  	
  1/7/2005

  	
   

  	
   

  	
   

  
	
  QUALCOMM Incorporated (Qualcomm /
  GlobalTracs)

  	
   

  	
  1/8/2002

  	
   

  	
  1/8/2005

  	
   

  	
   

  	
   

  
	
  Star Number, Inc. (Liberty Wireless)

  	
   

  	
  8/2/2002

  	
   

  	
  8/2/2005

  	
   

  	
   

  	
   

  
	
  Telco Group, Inc. (STI Mobile)

  	
   

  	
  2/25/2003

  	
   

  	
  2/25/2006

  	
   

  	
   

  	
   

  
	
  TRANZACT (Sears Connect)

  	
   

  	
  3/21/2003

  	
   

  	
  3/21/2006

  	
   

  	
   

  	
   

  
	
  Hal Inc. (U-Mobile PCS)

  	
   

  	
  6/12/2003

  	
   

  	
  6/12/2006

  	
   

  	
   

  	
   

  
	
  Wireless Retail Inc. (Airlink Mobile)

  	
   

  	
  6/17/2003

  	
   

  	
  6/17/2006

  	
   

  	
   

  	
   

  
	
  Phonetec, L.P. (PhoneTec)

  	
   

  	
  6/26/2003

  	
   

  	
  6/26/2006

  	
   

  	
   

  	
   

  
	
  Qwest Wireless, LLC (Qwest)

  	
   

  	
  8/3/2003

  	
   

  	
  3/3/2009

  	
   

  	
   

  	
   

  
	
  TracFone Wireless, Inc. (TracFone)

  	
   

  	
  1/22/2004

  	
   

  	
  1/22/2007

  	
   

  	
   

  	
   

  



 










* If applicable.  Not including
phase out periods.


 


Attachment No. 1.0 to Program Requirement 3.5.2 will be updated as new
resellers enter into a resale arrangement with Sprint PCS.


 


87





















 


Attachment No. 1.1 to Program Requirement 3.5.2


 


Sprint 3G Data Service Pricing


 


A)            Qwest Wireless


 


Listed below are the Qwest monthly recurring charges (“MRC”) and
Adjustment Rates for Sprint 3G Data Service. Qwest will be billed the following
MRC and Adjustment Rate for each subscriber that uses any Qwest service enabled
by Sprint 3G Data Service.


 


Handset Data Service


 


Data Transport/Web Browsing/Third Party Instant Messaging


 


•                  MRC                                                                                                                    $8.10
(unlimited)


 


•                  Adjustment
Rate                                                      $0.002
per Kb


 


Adjustment Rate:


 


On a monthly basis, Sprint will calculate (as described below) the
Sprint average kilobytes per retail handset subscriber (“SAKPS”) and the Qwest
average kilobytes per handset subscriber (“QAKPS”).  If the QAKPS exceeds the SAKPS, Sprint will
charge Qwest an amount equal to the difference between the SAKPS and the QAKPS multiplied
by the total number of End users, multiplied by the Adjustment Rate detailed
above.


 


Sprint will calculate SAKPS by using the total number of kilobytes
generated by Sprint retail handset end users divided by the average number of
Sprint retail handset end users for the previous fiscal quarter.  For example, the SAKPS for May will be
divided by the average number of Sprint retail handset end users for the 1st
fiscal quarter (January-March).


 


Average number of Sprint retail handset end users for the quarter is
equal to the beginning number of Sprint retail handset end users plus the
ending number of Sprint retail handset end users, divided by two.


 


QAKPS is equal to the total number of kilobytes generated by Qwest
handset End Users divided by the average number of Qwest handset End Users for
the previous fiscal quarter.


 


Average number of Qwest handset End Users for
the quarter is equal to the beginning number of Qwest handset End Users plus
the ending number of Qwest handset End Users, divided by two.


 


In making the calculations described in this section, PDAs, “smart
phones” and other similar devices along with air cards will not be considered
“handsets” as that term is used therein.


 


The pricing in this Attachment No. 1.1 to Program 3.5.2 is subject to
change as Sprint retail prices or included services change.


 


88





















 


Attachment No. 1.2 to Program Requirement 3.5.2


 


Short Message Service Pricing


 


Unless otherwise specified in this Attachment 1.2 to Program
Requirement 3.5.2, Manager will be compensated at the rates listed below by
Reseller.


 


Short Message Service Rate:                                       $0.0246
per SMS message


Qwest SMS Rate:                                                                                                   $0.0110
per SMS message


 


89





















 


EXHIBIT 10.3


 


100% Affiliate Retained Amounts


 


Roaming Revenue


International Roaming Credits


Affiliate Equip Sale On Acct


 


100% Sprint PCS Retained Amounts


 


Accrued Sales Taxes


Accrued Federal Excise Taxes


Collected Insurance


 


90





















 


EXHIBIT 1


 


ILLUSTRATIVE CALCULATION FOR CASH SETTLEMENT


 


CASH SIMPLIFICATION


ILLUSTRATIVE ONLY


 


	
   

  	
   

  	
  Month1y

  	
   

  
	
  Write-offs

  	
   

  	
  $

  	
  1,235

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Billed Revenue

  	
   

  	
  $

  	
  10,350

  	
   

  	
   

  	
   

  
	
  Customer Credits

  	
   

  	
  (970

  	
  )

  	
   

  	
   

  
	
  Net Billed Revenue

  	
   

  	
  $

  	
  9,380

  	
   

  	
  82.5

  	
  %

  
	
  Customer Equipment Credits

  	
   

  	
  (66

  	
  )

  	
  -0.6

  	
  %

  
	
  100% Affiliate Retained Amounts

  	
   

  	
  235

  	
   

  	
  2.1

  	
  %

  
	
  100% Sprint PCS Retained Amounts

  	
   

  	
  1,479

  	
   

  	
  13.0

  	
  %

  
	
  Customer Equipment Charges

  	
   

  	
  175

  	
   

  	
  1.5

  	
  %

  
	
  E911 Surcharges

  	
   

  	
  65

  	
   

  	
  0.6

  	
  %

  
	
  Wireless Local Number Portability Charges

  	
   

  	
  26

  	
   

  	
  0.2

  	
  %

  
	
  USF Charges

  	
   

  	
  74

  	
   

  	
  0.7

  	
  %

  
	
  Amount Billed (Net of Customer Credits)

  	
   

  	
  $

  	
  11,368

  	
   

  	
  100.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fee Calculation

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Billed Revenue

  	
   

  	
  $

  	
  9,380

  	
   

  	
   

  	
   

  
	
  Allocated Write-off

  	
   

  	
  (1,019

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
  8,361

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  92

  	
  %

  	
   

  	
   

  
	
  Fee Based on Billed Revenue

  	
   

  	
  $

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  100% Affiliate Retained Amounts

  	
   

  	
  $

  	
  235

  	
   

  	
   

  	
   

  
	
  Allocated Write-off

  	
   

  	
  (26

  	
  )

  	
   

  	
   

  
	
  Phase II E911 Surcharges

  	
   

  	
  53

  	
   

  	
   

  	
   

  
	
  Allocated Write-off

  	
   

  	
  (6

  	
  )

  	
   

  	
   

  
	
  Wireless Local Number Portability Charges

  	
   

  	
  2

  	
   

  	
   

  	
   

  
	
  Allocated Write-off

  	
   

  	
  (0

  	
  )

  	
   

  	
   

  
	
  Customer Equipment Credits

  	
   

  	
  (66

  	
  )

  	
   

  	
   

  
	
  Allocated Write-off

  	
   

  	
  7

  	
   

  	
   

  	
   

  
	
  Write-off for Customer Equipment Charges

  	
   

  	
  (19

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
  180

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  7,872

  	
   

  	
   

  	
   

  



 


91





















 


Schedule 1.7


 


Financing


 


Restructuring
Financing


 


Subject to the confirmation of the plan of reorganization and effective
upon its approval, the capital structure of iPCS, Inc will be as follows:


 


New Senior Unsecured Notes:


 


iPCS Escrow Company, a to be formed wholly owned subsidiary of iPCS,
Inc., will issue new senior unsecured notes in a Rule 144A offering providing
net proceeds of at least $135,000,000.


 


Equity:


 


Unsecured creditors of iPCS, Inc. and the Manager (other than Sprint
PCS, but including the existing holders of the $300,000,000 aggregate principal
amount of 14% senior discount notes issued by iPCS, Inc.) will agree to release
all of their claims in exchange for a pro rata share (based on their percentage
of all unsecured claims) of the common equity in the reorganized iPCS, Inc.


 


92





















 


Exhibit 2.1


 


Amended and Restated Exhibit 2.1


March 24, 2004


 


To be Hard Launched by December 1999


 


BTA 46 Bloomington, IL


Coverage of cities of Bloomington, Lincoln, and Pontiac.  I-55 coverage from Springfield BTA to Chicago
BTA.


 


BTA 86 Clinton-Sterling, IA/IL


Coverage of city of Sterling. 
I-88 coverage from Davenport-Moline BTA to Chicago BTA.


 


BTA 105 Davenport-Moline, IA/IL


Coverage of “Quad Cities” metro area. 
I-80 coverage from Cedar Rapids BTA to LaSalle-Peru-Ottawa-Streator BTA.


 


BTA 161 Galesburg, IL


Coverage of city of Galesburg. 
I-74 from Davenport-Moline BTA to Peoria BTA.


 


BTA 213 Jacksonville, IL


Coverage of city of Jacksonville. 
I-72 from Jacksonville to Springfield BTA.


 


BTA 243 LaSalle-Peru-Ottawa-Streator, IL


Coverage of cities of LaSalle-Peru-Ottawa and Mendota.  I-80 from Davenport-Moline BTA to Chicago
BTA.  Hwy 39 from Chicago BTA to Peoria
BTA.


 


BTA 344 Peoria, IL


Coverage of cities of Peoria and Pekin. 
I-74 from Galesburg BTA to Bloomington BTA.  I-155 from Peoria to Bloomington BTA.


 


BTA 394 St. Louis, MO


Coverage of southern third of Macoupin County.  I-55 from border of Macoupin County and St.
Louis BTA to Springfield BTA.


 


BTA 426 Springfield, IL


Coverage of cities of Springfield, Chatham, and Litchfield.  I-55 from St. Louis BTA to Bloomington
BTA.  I-72 from Jacksonville BTA to
Decatur-Effingham BTA.


 


93





















 


To be Hard Launched by December 2000


 


BTA 46 Bloomington, IL


Coverage of city of Clinton.  Hwy
51 from Bloomington to Decatur BTA.  I-74
from Bloomington to Champaign-Urbana BTA.


 


BTA 71 Champaign-Urbana, IL


Coverage of cities of Champaign and Urbana.  I-74 from Bloomington BTA to Danville
BTA.  I-72 from Decatur-Effingham BTA to
Champaign. I-57 from Kankakee BTA to Mattoon BTA.


 


BTA 103 Danville, IL


Coverage of city of Danville. 
I-74 from Champaign-Urbana BTA to Lafayette BTA.


 


BTA 109 Decatur-Effingham, IL


Coverage of cities of Decatur, Effingham, and Vandalia.  I-72 from Springfield BTA to Champaign-Urbana
BTA.  I-70 from St. Louis BTA to Mattoon
BTA.  I-57 from Mattoon BTA to Mt.
Vernon-Centralia BTA.


 


BTA 225 Kankakee, IL


Coverage of city of Kankakee. 
I-57 from Chicago BTA to Champaign-Urbana BTA.


 


BTA 286 Mattoon, IL


Coverage of cities of Mattoon and Charleston.  I-57 from Champaign-Urbana BTA to
Decatur-Effingham BTA.  I-70 from
Decatur-Effingham BTA to Terre Haute BTA.


 


BTA 308 Mt. Vernon-Centralia BTA, IL


Coverage of cities of Mt. Vernon, Centralia, and Salem.  I-64 from St. Louis BTA to Mt. Vernon.  I-57 from Decatur-Effingham BTA to
Carbondale-Marion BTA.


 


To be Hard Launched by July 1, 2001


 


BTA 33 Battle Creek, MI


Coverage of city of Hastings.  MI
37 from coverage in Phase I Grand Rapids BTA 169 to MI 43 in Hastings.


 


BTA 169 Grand Rapids, MI


Coverage of cities of Grand Haven, Grand Rapids, Wyoming, Holland, and
Wayland.  US 131 from southern BTA border
to MI 57.  I-96 from eastern BTA border
to western BTA border.  I-196 from
southern BTA border to US 131.


 


BTA 241 Lansing, MI


Coverage of city of Ionia.  I-96
from coverage Phase I Grand Rapids BTA 169 to eastern Ionia County border.  MI 21 from I-96 to and including Ionia.


 


BTA 310 Muskegon, MI


 


94





















 


Coverage of city of Muskegon. 
I-96 from US 31 to eastern BTA border.


 


BTA 390 Saginaw-Bay City, MI


Coverage of cities of Saginaw, Bay City, Midland, and Birch Run.  I-75 from the southern BTA border to US
10.  US 10 from Sanford to Essexville.


 


To be Hard Launched by October 1, 2001


 


Indiana:


BTA 442 Terre Haute, IN


I-74 across northern edge of BTA.


 


Michigan:


BTA 169 Grand Rapids, MI


Coverage of city of Big Rapids. 
US 131 from MI 57 (Phase I build) to northern BTA border.


 


BTA 307 Mount Pleasant, MI


Coverage of cities of Alma and Mount Pleasant.  US 27 from northern BTA border to southern BTA
border.


 


BTA 390 Saginaw-Bay City, MI


Coverage of cities of Grayling and Roscommon.  I-75 from Phase I build at US 10 to MI
72.  MI 72 from western BTA border to
I-75.  US 27 from I-75 to southern BTA
border.


 


BTA 446 Traverse City, MI


Coverage of cities of Traverse City, Cadillac, and Elk Rapids.  US 131 from southern BTA border to MI
72.  US 31 from MI 37 to Grand Traverse
County line.  MI 72 from Traverse City to
eastern BTA border.  US 31 north out of
Traverse City to Elk Rapids.


 


Iowa:


BTA 61 Burlington, IA


Coverage of cities of Keokuk, Burlington, and Mount Pleasant.  US 218 from northern BTA border to US
34.  US 34 from western BTA border to
Burlington.  US 61 from Burlington to
Keokuk.


 


BTA 111 Des Moines, IA


Coverage of cities of Prairie City, Pella, Monroe, and Knoxville.  IA 163 from eastern BTA border to current
Sprint PCS coverage.  US 30 from eastern
BTA border to current Sprint PCS coverage.


 


95





















 


BTA 118 Dubuque, IA


Coverage of cities of Dubuque and Platteville.  US 20 from western BTA border to
Dubuque.  US 151 from southern BTA border
to eastern BTA border.


 


BTA 283 Marshalltown, IA


Coverage of city of Marshalltown. 
US 30 from Marshalltown to western BTA border.


 


BTA 337 Ottumwa, IA


Coverage of cities of Ottumwa, Fairfield, and Oskaloosa.  US 34 from eastern BTA border to
Ottumwa.  IA 163 from western BTA border
to Oskaloosa.


 


BTA 462 Waterloo-Cedar Falls, IA


Coverage of cities of Waterloo, Cedar Falls, and Waverly.  I-380 from southern BTA border to US 20.   US 218 from Waterloo to Waverly. US 20 from
Waterloo/Cedar Falls to eastern BTA border.


 


To be Hard Launched by October 31, 2001


 


BTA 308 Mt. Vernon-Centralia, IL


I-64 from Mount Vernon to Evansville BTA.


 


To be Hard Launched by January 31, 2002


 


BTA 70 Cedar Rapids, IA


Coverage of cities of Marion and Anamosa and expansion and fill in of
Cedar Rapids metropolitan area.  I-80
from southwestern BTA border (east of Iowa City in “right leg” of BTA) to
southeastern BTA border (east of Iowa City in “right leg” of BTA).  I-80 from southwestern BTA border (west of
Iowa City in “left leg” of BTA) to southeastern BTA border (west of Iowa City
in “left leg” of BTA).  I-380 from Cedar
Rapids to northern BTA border.  US 151
out of Cedar Rapids to northern BTA border. 
US 20 from northwestern BTA border to northeastern BTA border.


 


BTA 111 Des Moines, IA


I-35 from northern BTA border to current Sprint PCS coverage.   I-35 from southern BTA border to current Sprint
PCS coverage.


 


BTA 150 Fort Dodge, IA


I-35 from southern BTA border to eastern BTA border.


 


BTA 205 Iowa City, IA


Coverage of city of Washington and expansion and fill in of Iowa City
metropolitan area.    I-80 from western
BTA border to eastern BTA border.  I-380
from Iowa City to IA 22.   US 218 from IA
22 to southern BTA border.


 


BTA 285 Mason City, IA


Coverage of city of Clear Lake. 
I-35 from southern BTA border to northern BTA border.


 


96





















 


BTA 323 Norfolk, NE


Coverage of city of Norfolk.  US
81 from southern BTA border to Norfolk. 
US 275 from Norfolk to eastern BTA border.


 


BTA 332 Omaha, NE


Coverage of cities of Fremont and Columbus.   I-29 from southern BTA border to current
Sprint PCS coverage.  I-29 from northern
BTA border to current Sprint PCS coverage.  
US 275 from Omaha metropolitan area to Fremont.  US 30 from Fremont to Columbus.   US 81 from Columbus to northern BTA
border.  US 275 from Winslow/Fremont to
western BTA border.


 


BTA 462 Waterloo, IA


Coverage of the city of Independence. 
IA 150 from US 20 to Independence.


 


To be Hard Launched by December 2002


 


BTA 86 Clinton-Sterling, IA/IL


Coverage of city of Clinton.  Hwy
61 from Davenport-Moline BTA to Dubuque BTA.


 


BTA 105 Davenport-Moline, IA/IL


Coverage of cities of Muscatine and Kewanee.  Hwy 61 from Davenport to Burlington BTA.


 


BTA 161 Galesburg


Coverage of city of Monmouth.  US
Hwy 34 from Galesburg to Monmouth.


 


BTA 225 Kankakee, IL


Coverage of city of Watseka.


 


BTA 243 LaSalle-Peru-Ottawa-Streator, IL


Coverage of city of Streator.


 


BTA 344 Peoria, IL


Coverage of cities of Macomb and Canton.


 


BTA 426 Springfield, IL


Coverage of cities of Taylorville and Pana.  Hwy 29 from Springfield to Pana.


 


To be Hard Launched by December 31, 2004


 


BTA 111 Des Moines, IA


Coverage of city of Carroll.  US
20 from I-35 to Iowa Falls.  US 71 from
I-80 to Carroll.


 


BTA 150 Fort Dodge, IA


Coverage of cities of Fort Dodge and Webster City.  US 20 from I-35 to Fort Dodge.


 


BTA 167 Grand Island-Kearney, NE


 


97





















 


Coverage of cities of Grand Island and Kearney.  I-80 from eastern BTA border to western BTA
border.  US 281 from Grand Island to
southern BTA border.


 


BTA 185 Hastings, NE


Coverage of cities of Hastings and Minden. US 281 from northern BTA
border to Hastings.  NE 10 from I-80 to
Minden.  I-80 within Hastings BTA.


 


BTA 256 Lincoln, NE


Coverage of city of York. I-80 from current Sprint PCS coverage to
western BTA border.


 


BTA 285 Mason City, IA


Coverage of cities of Mason
City.  US 18 from I-35 to Mason City.


 


Limited Service Areas


 


Manager has partial responsibility, or Limited Service Area, in
selected BTAs in the Service Area.  The
Manager’s Limited Service Area BTAs are defined below.  In all areas where it is noted that Manager
will meet Sprint PCS current or planned coverage, Manager will work with Sprint
PCS RF staff to determine the exact location of Manager’s sites in order to
provide contiguous coverage with Sprint PCS.


 


BTA 33 Battle Creek, MI


•                  Barry County only


 


BTA 111 Des Moines, IA


•                  Adams County


•                  Taylor County


•                  Union County


•                  Ringgold County


•                  Clarke County


•                  Decatur County


•                  Lucas County


•                  Wayne County


•                  Warren and
Madison Counties only area along I-35 on the
boundaries of these counties


•                  Carroll County


•                  Greene County


•                  Audubon County excluding Sprint PCS current coverage


•                  Story County excluding Sprint PCS current coverage and the small area
southwest of Sprint PCS coverage near the city of Huxley


•                  Hardin County


•                  Marion County


•                  Jasper County
along IA 163 from Sprint PCS current coverage towards the city of Pella


 


BTA 241 Lansing, MI


•                  Ionia County only


 


98





















 


BTA 256 Lincoln, NE


•                  All counties
except Lancaster County.  Lancaster
County only along I-80 from western Lancaster
County border to Sprint PCS current coverage


 


BTA 332 Omaha, NE


•                  Colfax County


•                  Butler County


•                  Cuming County


•                  Burt County


•                  Saunders County only along US 30 from Columbus, NE east to Freemont, NE


•                  Dodge County


•                  Washington
County excluding Sprint PCS current coverage


•                  Douglass County excluding Sprint PCS current coverage


•                  Crawford County


•                  Otoe County


•                  Nemaha County


•                  Freemont County


•                  Mills County excluding Sprint PCS current coverage


•                  Montgomery
County


•                  Page County


•                  Platte County


•                  Polk County


BTA 332 Omaha, NE, continued


•                  Cass County only as it borders along 
I-29 to meet Sprint PCS current coverage


•                  Richardson
County


 


BTA 394 St. Louis, MO


•                  Macoupin County
only


 


BTA 442 Terre Haute, IN


•                  Coverage along
I-74 across northern edge of BTA


 


99





















 


Exhibit 2.1
License and Covered Pop Table


 


	
  BTA

  	
   

  	
  BTA Name

  	
   

  	
  Licensed

  Pops

  	
   

  	
  Covered

  Pops

  	
   

  	
  % of

  Licensed

  Pops

  	
   

  	
  Licensed

  Area

  in Sq

  Miles

  	
   

  	
  License Type

  	
   

  
	
  46

  	
   

  	
  Bloomington,
  IL

  	
   

  	
  230,919

  	
   

  	
  196,115

  	
   

  	
  85

  	
  %

  	
  1,628

  	
   

  	
  D

  	
   

  
	
  71

  	
   

  	
  Champaign-Urbana,
  IL

  	
   

  	
  220,271

  	
   

  	
  186,292

  	
   

  	
  85

  	
  %

  	
  1,123

  	
   

  	
  D

  	
   

  
	
  86

  	
   

  	
  Clinton-Sterling,
  IL

  	
   

  	
  144,881

  	
   

  	
  95,515

  	
   

  	
  66

  	
  %

  	
  619

  	
   

  	
  B (DesMoines MTA)

  	
   

  
	
  103

  	
   

  	
  Danville, IL

  	
   

  	
  110,501

  	
   

  	
  65,604

  	
   

  	
  59

  	
  %

  	
  348

  	
   

  	
  D & E

  	
   

  
	
  105

  	
   

  	
  Davenport-Moline,
  IA/IL

  	
   

  	
  432,990

  	
   

  	
  374,071

  	
   

  	
  86

  	
  %

  	
  1,224

  	
   

  	
  B (DesMoines MTA)

  	
   

  
	
  109

  	
   

  	
  Decatur-Effingham,
  IL

  	
   

  	
  248,452

  	
   

  	
  158,151

  	
   

  	
  64

  	
  %

  	
  1,129

  	
   

  	
  D

  	
   

  
	
  161

  	
   

  	
  Galesburg,
  IL

  	
   

  	
  73,288

  	
   

  	
  42,113

  	
   

  	
  57

  	
  %

  	
  247

  	
   

  	
  D

  	
   

  
	
  213

  	
   

  	
  Jacksonville,
  IL

  	
   

  	
  68,988

  	
   

  	
  28,988

  	
   

  	
  42

  	
  %

  	
  238

  	
   

  	
  D

  	
   

  
	
  225

  	
   

  	
  Kankakee, IL

  	
   

  	
  135,003

  	
   

  	
  92,739

  	
   

  	
  69

  	
  %

  	
  544

  	
   

  	
  D & E

  	
   

  
	
  243

  	
   

  	
  LaSalle-Peru-Ottawa-Streator,
  IL

  	
   

  	
  152,765

  	
   

  	
  118,889

  	
   

  	
  78

  	
  %

  	
  859

  	
   

  	
  D & E

  	
   

  
	
  286

  	
   

  	
  Mattoon, IL

  	
   

  	
  63,362

  	
   

  	
  55,092

  	
   

  	
  87

  	
  %

  	
  466

  	
   

  	
  D

  	
   

  
	
  308

  	
   

  	
  Mt.
  Vernon-Centralia, IL

  	
   

  	
  121,639

  	
   

  	
  57,393

  	
   

  	
  47

  	
  %

  	
  873

  	
   

  	
  B (St. Louis MTA)

  	
   

  
	
  344

  	
   

  	
  Peoria, IL

  	
   

  	
  464,192

  	
   

  	
  327,150

  	
   

  	
  70

  	
  %

  	
  868

  	
   

  	
  D

  	
   

  
	
  394

  	
   

  	
  St. Louis,
  MO (partial)

  	
   

  	
  46,685

  	
   

  	
  7,917

  	
   

  	
  17

  	
  %

  	
  221

  	
   

  	
  B (St. Louis MTA)

  	
   

  
	
  426

  	
   

  	
  Springfield,
  IL

  	
   

  	
  264,606

  	
   

  	
  209,710

  	
   

  	
  79

  	
  %

  	
  1,067

  	
   

  	
  D

  	
   

  
	
  167

  	
   

  	
  Grand
  Island-Kearney, NE

  	
   

  	
  148,879

  	
   

  	
  94,665

  	
   

  	
  64

  	
  %

  	
  9,586

  	
   

  	
  B (Omaha MTA)

  	
   

  
	
  185

  	
   

  	
  Hastings, NE

  	
   

  	
  72,662

  	
   

  	
  29,760

  	
   

  	
  41

  	
  %

  	
  4,954

  	
   

  	
  B (Omaha MTA)

  	
   

  
	
  256

  	
   

  	
  Lincoln, NE
  (partial)

  	
   

  	
  98,295

  	
   

  	
  21,163

  	
   

  	
  22

  	
  %

  	
  5,190

  	
   

  	
  B (Omaha MTA)

  	
   

  
	
  323

  	
   

  	
  Norfolk, NE

  	
   

  	
  114,281

  	
   

  	
  34,580

  	
   

  	
  30

  	
  %

  	
  11,435

  	
   

  	
  B (Omaha MTA)

  	
   

  
	
  332

  	
   

  	
  Omaha, NE
  (partial)

  	
   

  	
  248,801

  	
   

  	
  113,610

  	
   

  	
  46

  	
  %

  	
  9,161

  	
   

  	
  B (Omaha MTA)

  	
   

  
	
  61

  	
   

  	
  Burlington,
  IA

  	
   

  	
  138,247

  	
   

  	
  93,468

  	
   

  	
  68

  	
  %

  	
  3,122

  	
   

  	
  B (DesMoines MTA)

  	
   

  
	
  111

  	
   

  	
  Des Moines,
  IA (partial)

  	
   

  	
  170,885

  	
   

  	
  72,803

  	
   

  	
  43

  	
  %

  	
  7,133

  	
   

  	
  B (DesMoines MTA)

  	
   

  
	
  118

  	
   

  	
  Dubuque, IA

  	
   

  	
  178,167

  	
   

  	
  101,069

  	
   

  	
  57

  	
  %

  	
  3,211

  	
   

  	
  B (DesMoines MTA)

  	
   

  
	
  150

  	
   

  	
  Fort Dodge,
  IA

  	
   

  	
  126,408

  	
   

  	
  42,580

  	
   

  	
  34

  	
  %

  	
  5,001

  	
   

  	
  B (DesMoines MTA)

  	
   

  
	
  283

  	
   

  	
  Marshalltown,
  IA

  	
   

  	
  56,860

  	
   

  	
  32,720

  	
   

  	
  58

  	
  %

  	
  1,293

  	
   

  	
  B (DesMoines MTA)

  	
   

  



 


100





















 


	
  285

  	
   

  	
  Mason City,
  IA

  	
   

  	
  116,468

  	
   

  	
  47,187

  	
   

  	
  41

  	
  %

  	
  3,499

  	
   

  	
  B (DesMoines MTA)

  	
   

  
	
  337

  	
   

  	
  Ottumwa, IA

  	
   

  	
  124,021

  	
   

  	
  64,183

  	
   

  	
  52

  	
  %

  	
  3,965

  	
   

  	
  B (DesMoines MTA)

  	
   

  
	
  462

  	
   

  	
  Waterloo-Cedar
  Falls, IA

  	
   

  	
  260,616

  	
   

  	
  140,732

  	
   

  	
  54

  	
  %

  	
  5,058

  	
   

  	
  B (DesMoines MTA)

  	
   

  
	
  33

  	
   

  	
  Battle
  Creek, MI (partial)

  	
   

  	
  54,563

  	
   

  	
  14,825

  	
   

  	
  27

  	
  %

  	
  576

  	
   

  	
  B (Detroit MTA)

  	
   

  
	
  169

  	
   

  	
  Grand
  Rapids, MI

  	
   

  	
  1,036,440

  	
   

  	
  800,893

  	
   

  	
  77

  	
  %

  	
  6,170

  	
   

  	
  B (Detroit MTA)

  	
   

  
	
  241

  	
   

  	
  Lansing, MI
  (partial)

  	
   

  	
  61,913

  	
   

  	
  39,180

  	
   

  	
  63

  	
  %

  	
  579

  	
   

  	
  B (Detroit MTA)

  	
   

  
	
  307

  	
   

  	
  Mount
  Pleasant, MI

  	
   

  	
  128,694

  	
   

  	
  77,651

  	
   

  	
  60

  	
  %

  	
  1,723

  	
   

  	
  B (Detroit MTA)

  	
   

  
	
  310

  	
   

  	
  Muskegon, MI

  	
   

  	
  218,069

  	
   

  	
  126,451

  	
   

  	
  58

  	
  %

  	
  1,591

  	
   

  	
  B (Detroit MTA)

  	
   

  
	
  390

  	
   

  	
  Saginaw-Bay
  City, MI

  	
   

  	
  622,766

  	
   

  	
  358,012

  	
   

  	
  57

  	
  %

  	
  7,226

  	
   

  	
  B (Detroit MTA)

  	
   

  
	
  446

  	
   

  	
  Traverse
  City, MI

  	
   

  	
  234,549

  	
   

  	
  91,092

  	
   

  	
  39

  	
  %

  	
  4,622

  	
   

  	
  B (Detroit MTA)

  	
   

  
	
  70

  	
   

  	
  Cedar
  Rapids, IA

  	
   

  	
  281,785

  	
   

  	
  197,493

  	
   

  	
  70

  	
  %

  	
  3,763

  	
   

  	
  B (DesMoines MTA)

  	
   

  
	
  205

  	
   

  	
  Iowa City,
  IA

  	
   

  	
  124,336

  	
   

  	
  102,875

  	
   

  	
  83

  	
  %

  	
  1,193

  	
   

  	
  B (DesMoines MTA)

  	
   

  
	
  442

  	
   

  	
  Terre Haute,
  IN (partial)

  	
   

  	
  738

  	
   

  	
  738

  	
   

  	
  100

  	
  %

  	
  32

  	
   

  	
  A (Indianapolis MTA)

  	
   

  
	
   

  	
   

  	
  Totals

  	
   

  	
  7,396,985

  	
   

  	
  4,713,469

  	
   

  	
  64

  	
  %

  	
  111,537

  	
   

  	
   

  	
   

  



 


Notes:  Covered pops for BTAs 46,
71, 109, 3344, 185, 256, 111, and 70 were adjusted from previous Exhibits to
reflect map changes.


Terre Haute BTA 442 was added new with this Exhibit.


 


101





















 





 


102





















 





 


103





















 





 


104





















 


Exhibit
8(b)(i)


 


Form of
Mackinac BTAs Option Exercise Notice 


 


Pursuant to
section 8 of Addendum VIII to the Sprint PCS Management Agreement among iPCS
Wireless, Inc. and Sprint PCS, iPCS Wireless, Inc. hereby exercises its option
to expand its Service Area to include the Mackinac BTAs in accordance with the
Mackinac Build Out (as such terms are defined in Addendum VIII).


 


	
   

  	
  iPCS
  Wireless, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Option
  Exercise Date:

  	
   

  	
   

  
								



 


105





















 


Exhibit 8(b)(ii)


 


Mackinac Build-Out


 


BTA 409 Sault Ste Marie, MI


 


Coverage of Mackinac Island & St. Ignace


 


BTA 345 Petoskey, MI


 


Coverage of Mackinaw City


 


106





















 


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 (including without limitation, research and
development costs for 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, Central Office Connection (COC), access Coordination Fee (ACF),
Co-Location Charges, and Inter Exchange Carrier (IXC) Charges)


 


107





















 


Lockbox
261


MCI
Disconnect Adjusted


National
Platform – COA


National
Platform Disputes


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


 


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


 


108





















 


CLOH


Labor


Forecasts


 


Messaging


Capital
Projects


Expense
Projects


Circuit
Expense


CLOH


Labor


Forecasts


 


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


 


109





















 


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


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


 


110





















 


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 Device Logistics Fee


3rd Party Spiffs


Accessory Margin


Commissions – National 3rd Party


Commissions – Other 3rd Party


Coop Advertising – Local 3rd Party


Coop Advertising – National 3rd
Party


Handset returns


Handset subsidies


Handsets


Marketing Collateral (excluding destruction)


Meeting Competition Fund


RadioShack Promos (Includes RadioShack Golden
Quarter, Jumpstart, Relaunch, Sprint to Vegas, and Break the Bank)


Rebate Administrative Expense


Rebates


Reciprocal Retail Store Cost Recovery


Sprint LDD Commission


Third Party Promotions


Upgrade Commission – RadioShack


 


111





















 


Schedule 2.3


Customer Care Services Outsourcing


 


1.             Outsourcing.  Manager
may outsource all (and not less than all) of its Customer Care Services in the
manner described in this Schedule 2.3 after it gives notice of its
election and pays the $3 million election fee to Sprint PCS as set forth in
section 2.3 of the Services Agreement. 
Manager must outsource the Customer Care Services to a customer care
center whose facility and personnel are managed by Manager or Manager’s
designee.  The customer care center must
utilize Sprint Spectrum’s systems and processes.


 


2.             Customer Care Services. 
The term “Customer Care Services” means
call center support for all of the following Services, or such other list of
Services to which Manager and Sprint Spectrum agree in writing, and their
successors and functional equivalents if they are combined, replaced, modified
or renamed, all as provided to subscribers (including, if applicable,
subscribers of resellers) with NPA-NXXs assigned to Manager’s Service Area:


 


Activations


Activations- Spanish


Business General


Business Gold


Business Spanish


Business Special Services


Clear Pay


Consumer General


Consumer General Spanish & Clear Pay


Consumer Gold


Corporate End User


Data Support Spanish


Data Support Tier 1


Data Support Tier 2


Loyalty/Retention


Preferred Corporate Care


Refunds


Trouble Inbound


eCare


Early Life Programs (but excluding market-related activity)


Mature Life Programs (but excluding market-related activity)


 


3.             Transition Period. 
Upon receiving notice of Manager’s outsourcing election, the parties
will cooperate and work diligently and in good faith to implement the
transition of all of the Customer Care Services to Manager’s customer care
center as contemplated under this Schedule 2.3, in a reasonably
efficient and expeditious manner.


 


4.             Transition Costs. 
Manager will pay the vendors directly or reimburse Sprint Spectrum and
its Related Parties, as Sprint Spectrum determines, for all costs incurred that
relate


 


112





















 


to the transition of the
Customer Care Services.  Sprint Spectrum
will invoice Manager for the reimbursable costs.  Manager will pay each invoice, whether
received from Sprint Spectrum, a Sprint Spectrum Related Party or a vendor,
within 30 days after the date of the invoice.


 


5.             Continued Services Provided by Sprint Spectrum.  Upon the complete transition of Customer Care
Services, in addition to all other Services provided under the Services
Agreement, Sprint Spectrum will continue to provide the following:


 


(a)                                  Activation
and Customer Care systems;


(b)                                 Call
routing of customer; and


(c)                                  Marketing,
product, program, system development and direction.


 


6.             Adjusted Fees for Services. 
The fees for Services under the Services Agreement will be modified as
follows when Manager makes its election under section 2.3 of the Services
Agreement:


 


(a)           Transition Period. 
Sprint Spectrum will continue to provide the Services to Manager until
Manager completes the transition of the Customer Care Services as described in
this Schedule 2.3.  Sections
3.2.1, 3.2.2 and 3.2.3 of the Services Agreement will be amended and restated
effective as of the date that Manager makes its election, without any further
action by any party, to read as follows:


 


“3.2        Fees
for Services.


 


3.2.1  Transition Pricing Period.  The fees Manager will pay Sprint Spectrum for
the CCPU Services and CPGA Services provided to Manager by or on behalf of
Sprint Spectrum each month from the date that Manager makes its election to
outsource the Customer Care Services (as that term is defined in paragraph 2 of
Schedule 2.3 of this agreement) (the “Outsource Notice Date”) until the date that Manager
completes its transition of the Customer Care Services (the “Transition Pricing Period”), will be the then-current costs
to Sprint Spectrum of the Services.


 


Sprint Spectrum may change the fee for any
Service it provides once during any 12-month period by delivering to Manager
notice of the new costs to Sprint Spectrum of the Services.  The amount of the fees for the Services will
be deemed amended on the effective date noted on the notice, which will be at
least 30 days after delivering the notice.


 


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


 


3.2.2  Pricing Process.   [omitted intentionally]


 


3.2.3  Customer-Related Services.  [omitted intentionally]”


 


(b)           Post-Transition Period. 
When Manager completes the transition of the Customer Care Services,
Sprint Spectrum will continue to provide the Services other than the


 


113





















 


Customer Care Services as
described in this Schedule 2.3. 
Section 3.2.1 of the Services Agreement will be amended and restated
effective as of the date that Manager completes the transition, without any
further action by any party, to read as follows:


 


“3.2        Fees
for Services.


 


3.2.1  Post-Transition Pricing.  The fees Manager will pay Sprint Spectrum for
the CCPU Services and CPGA Services provided to Manager by or on behalf of
Sprint Spectrum each month from the date that Manager completes the transition
of the Customer Care Services (the “Transition Completion
Date”) will be the then-current costs to Sprint Spectrum of the
Services.  Notwithstanding the foregoing,
the fees Manager will pay Sprint Spectrum for the CPGA Services through
December 31, 2006 will be $15.00 multiplied by the Gross Customer Additions in
Manager’s Service Area.


 


Except for CPGA Services provided through December 31, 2006, Sprint
Spectrum may change the fee for any Service it provides once during any
12-month period by delivering to Manager notice of such change.  The amount of the fees for the Services will
be deemed amended on the effective date noted on the notice, which will be at
least 30 days after delivering the notice.


 


The fees will be paid as set forth in section 10 of the Management
Agreement.”


 


7.             Additional Services and Fees.  To support the activities of Manager
contemplated under this Schedule 2.3, Sprint Spectrum will provide
on-going support services and connectivity. 
The fees for such services will be the amount of Sprint Spectrum’s costs
to provide the services.


 


114





















 


Exhibit A


 


Section 17.26.  Federal Contractor Compliance.
(1)  The Manager will not discriminate
against any employee or applicant for employment because of race, color,
religion, sex, or national origin.  The
Manager will take affirmative action to ensure that applicants are employed,
and that employees are treated during employment without regard to their race,
color, religion, sex, or national origin. 
Such action shall include, but not be limited to the following:  Employment, upgrading, demotion, or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or
other forms of compensation; and selection for training, including
apprenticeship.  The Manager agrees to
post in conspicuous places, available to employees and applicants for
employment, notices to be provided setting forth the provisions of this
nondiscrimination clause.


 


(2)  The Manager will, in all
solicitations or advertisements for employees placed by or on behalf of the
Manager, state that all qualified applicants will receive considerations for
employment without regard to race, color, religion, sex, or national origin.


 


(3)  The Manager will send to
each labor union or representative of workers with which he has a collective
bargaining agreement or other contract or understanding, a notice to be
provided advising the said labor union or workers’ representatives of the
Manager’s commitments under this section, and shall post copies of the notice
in conspicuous places available to employees and applicants for employment.


 


(4)  The Manager will comply with
all provisions of Executive Order 11246 of September 24, 1965, and of the
rules, regulations, and relevant orders of the Secretary of Labor.


 


(5)  The Manager will furnish all
information and reports required by Executive Order 11246 of September 24,
1965, and by rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by
the administering agency and the Secretary of Labor for purposes of
investigation to ascertain compliance with such rules, regulations, and orders.


 


(6)  In the event of the
Manager’s noncompliance with the nondiscrimination clauses of this contract or
with any of the said rules, regulations, or orders, this contract may be
canceled, terminated, or suspended in whole or in part and the Manager may be
declared ineligible for further Government contracts or federally assisted
construction contracts in accordance with procedures authorized in Executive
Order 11246 of September 24, 1965, and such other sanctions may be imposed and
remedies invoked as provided in Executive Order 11246 of September 24, 1965, or
by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.


 


(7)  The Manager will include the
portion of the sentence immediately preceding paragraph (1) and the provisions
of paragraphs (1) through (7) in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant
to section 204 of Executive Order 11246 of September 24, 1965, so that such
provisions will be binding upon each subcontractor or vendor.  The Manager will take such action with
respect to


 


115





















 


any subcontract or purchase
order as the administering agency may direct as a means of enforcing such
provisions, including sanctions for noncompliance.  Provided, however, that in the event a
Manager becomes involved in, or is threatened with, litigation with a subcontractor
or vendor as a result of such direction by the administering agency the Manager
may request the United States to enter into such litigation to protect the
interests of the United States.


 


(8)  In consideration of
contracts with Sprint PCS, the Manager agrees to execute the Certificate of
Compliance attached hereto as Attachment I and further agrees that this
certification shall be part of each contract between Sprint PCS and
Manager.  The Manager will include Attachment
I in every subcontract or purchase order, so that such provisions will be
binding upon each subcontractor.


 


116





















 


Attachment I


 


CERTIFICATE OF COMPLIANCE WITH


FEDERAL REGULATIONS


 


In consideration of contracts with SPRINT SPECTRUM L.P., the
undersigned “contractor”, “vendor” or “consultant” agrees to the following and
further agrees that this Certification shall be a part of each purchase order,
supply agreement, or contract between SPRINT SPECTRUM L.P. and the undersigned.


 


1.                                      Equal
Opportunity


Executive Order 11246 is herein incorporated by reference.


 


2.                                      Affirmative
Action Compliance


If undersigned Contractor has 50 or more employees and if this contract
is for $50,000 or more, Contractor shall develop a written Affirmative Action
Compliance Program for each of its establishments, as required by rules and
regulations of the Secretary of Labor (41 CFR 60-1 and 60-2).


 


3.                                      Affirmative
Action for Special Disabled and Vietnam Era Veterans


If this contract exceeds $10,000, the undersigned Contractor certifies
that the Contractor does not discriminate against any employee or applicant
because the person is a Special Disabled or Vietnam Veteran and complies with
the rules, regulations and relevant orders of the Secretary of Labor issued
pursuant to the Vietnam Veterans Readjustment Assistance Act of 1972, as
amended.


 


Contractor hereby represents that it has developed and has on file, at
each establishment, affirmative action programs for Special Disabled and
Vietnam Era Veterans required by the rules and regulations of the Secretary of
Labor (41 CFR 60-250).


 


4.                                      Affirmative
Action for Handicapped Workers


If this contract exceeds $2,500, the undersigned Contractor certifies
that the Contractor does not discriminate against any employee or applicant
because of physical or mental handicap and complies with the rules, regulations
and relevant orders of the Secretary of Labor issued under the Rehabilitation
Act of 1973, as amended.


 


Contractor hereby represents that it has developed and has on file, at
each establishment, affirmative action programs for Handicapped Workers
required by the rules and regulations of the Secretary of Labor (41 CFR
60-741).


 


5.                                      Employer
Information Report (EEO-1 Standard Form 100)


If undersigned Contractor has 50 or more employees and if this contract
is for $10,000 or more, Contractor shall complete and file government Standard
Form 100, Equal Employment Opportunity Employer Information Report EEO-1, in
accordance with instructions contained therein.


 


117





















 


6.                                      Compliance
Review


The undersigned Contractor certifies that it has not been subject to a
Government equal opportunity compliance review. 
If the Contractor has been reviewed, that review occurred on                                         
(date).


 


7.                                      Utilization
of Small Business Concerns


SPRINT SPECTRUM L.P.’s policy, consistent with Federal Acquisition
Regulations (FAR 52.219-8), is that small business concerns, veteran-owned
small business concerns, service-disabled veteran-owned small business
concerns, HUBZone small business concerns, small disadvantaged business
concerns, and women-owned small business concerns shall have the maximum
practicable opportunity to participate in performing subcontracts under
Government contracts for which SPRINT SPECTRUM L.P. is the Government’s Prime
Contractor.  SPRINT SPECTRUM L.P. awards
contracts to small businesses to the fullest extent consistent with efficient
prime contract performance.  The
Contractor agrees to use its best efforts to carry out this policy in the award
of its subcontract to the fullest extent consistent with the efficient
performance of this contract.


 


Contractor hereby represents that it       
is        is not a small business,       
is        is not a small business owned
and controlled by socially and economically disadvantaged individuals, and       
is        is not a small business
controlled and operated as a women-owned small business as defined by the
regulations implementing the Small Business Act.


 


If the answer to any of the above is in the affirmative, Contractor
will complete SPRINT SPECTRUM L.P. Small/Minority/Women Owned Business Self
Certification Form.  This form is
available from Sprint Corporation’s Human Resources Department.


 


8.                                      Clean
Air and Water


The undersigned Contractor certifies that any facility to be used in
the performance of this contract        is
       is not listed on the Environmental
Protection Agency List of Violating Facilities.


 


The undersigned Contractor agrees to immediately notify SPRINT SPECTRUM
L.P., immediately upon the receipt of any communication from the Administrator
or a designee of the Environmental Protection Agency indicating that any
facility that the Contractor proposes to use for the performance of the contract
is under consideration to be listed on the EPA List of Violating
Facilities.  SPRINT SPECTRUM L.P.
includes this certification and agreement pursuant to FAR 52-223-1(c) which
requires including such paragraph (c) in every nonexempt subcontract.


 


	
   

  	
  Contractor:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Company
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


118





















 


	
   

  	
  Address

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By
  

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 


119