EXHIBIT 10.1


 


ADDENDUM X


TO


SPRINT PCS
MANAGEMENT AGREEMENT AND


SPRINT PCS
SERVICES AGREEMENT


 


Amending
these agreements further and restating certain


Paragraphs
in Addenda I through IX


 


Dated as
of December 8, 2004


 


 


Manager:              UbiquiTel Operating Company


 


Service
Area BTAs:


 


Anderson, IN
(partial)  #15


Bakersfield,
CA  #28


Bloomington-Bedford,
IN  #47


Boise-Nampa,
ID  #50


Bowling
Green-Glasgow, KY  #52


Chico-Oroville,
CA  #79


Cincinnati, OH
(partial)  #81


Clarksville,
TN-Hopkinsville, KY  #83


Columbus,
IN  #93


Eureka,
CA  #134


Evansville,
IN  #135


Fresno,
CA  #157


Idaho Falls,
ID  #202


Indianapolis,
IN (partial)  #204


Las Vegas, NV
(partial)  #245


Lewiston-Moscow,
ID  #250


Logan, UT  #258


Louisville, KY
(partial)  #263


Madisonville,
KY  #273


Merced,
CA  #291


Modesto,
CA  #303


Owensboro,
KY  #338


Paducah-Murray-Mayfield,
KY  #339


Pocatello,
ID  #353


Provo-Orem, UT
(partial)  #365


Redding,
CA  #371


Reno, NV  #372


Richmond,
IN  #373


Sacramento, CA
(partial)  #389


 





















 


 


St. George,
UT  #392


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


Spokane,
WA  #425


Stockton,
CA  #434


Terre Haute,
IN (partial)  #442


Twin Falls,
ID  #451


Vincennes-Washington,
IN  #457


Visalia-Porterville-Hanford,
CA  #458


Yuba
City-Marysville, CA (partial)  #485


 


This Addendum X (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 October 15, 1998, by Sprint Spectrum L.P., WirelessCo, L.P.,
Sprint Communications Company L.P. and UbiquiTel L.L.C.  After entering into these agreements,
UbiquiTel L.L.C. assigned all of its rights and obligations under such
agreements to UbiquiTel Holdings, Inc. on November 29, 1999, which in turn assigned all of
its rights and obligations under such agreements to UbiquiTel
Operating Company, LLC on December 29, 1999, which subsequently was merged into
UbiquiTel Operating Company on March 16, 2000. 
Sprint Telephony PCS, L.P. and Sprint PCS License, L.L.C. also became
parties to these agreements on August 13, 2001, when VIA Wireless LLC was
acquired by UbiquiTel Operating Company and UbiquiTel Operating Company took
over management of the service area formerly managed by VIA Wireless LLC.   The Management Agreement, Services Agreement
and Trademark License Agreements were amended by:


(1)           Addendum I dated as
of October 15, 1998,


(2)           Addendum II dated as
of December 28, 1999,


(3)           Addendum III dated
as of February 14, 2000,


(4)           Addendum IV dated as
of April 5, 2000,


(5)                                  Addendum
V dated as of June 6, 2000,


(6)                                  Addendum
VI dated as of February 21, 2001,


(7)                                  Addendum
VII dated as of July 31, 2003,


(8)                                  Addendum
VIII dated as of November 7, 2003, and


(9)                                  Addendum
IX dated as of July 31, 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 


 


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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.


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 this Addendum
becomes effective as of (the “Effective Date”)
April 1, 2004.


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


1.             Vendor Purchase Agreements — Software Fees [Addm
VIII; revised by this Addendum].   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 


 


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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 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 


 


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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 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 


 


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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 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,


 


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(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 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
[Addm VIII, §2]. 
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
[Addm VIII, §3].  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 


 


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upon.  The forecasts are for planning purposes only
and do not constitute either party’s obligation to meet the quantities
forecast.


4.             Financing Plan
[Addm II, §2 and Addm VIII, §4; Exhibit 1.7
was modified by Addm IV, §2 and Addm VI, §6].  Section 1.7 is amended and restated in its
entirety 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, regulation or stock exchange listing
requirement, 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.


5.             Information
[Addm VIII, §5; revised by this Addendum]. 
A new section 1.9 is added to the Management
Agreement.


                                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,


 


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(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.


                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.


 


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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 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.


 


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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 reseller agreements, 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 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.


6.             Most
Favored Nation [Addm VIII, §6; revised by this Addendum].  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 


 


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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
are:


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


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


                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 


 


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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.


                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
negotiation 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 and pay all of Manager’s expenses and
reasonable attorneys’ fees related to the arbitration.  If the arbiter rules in favor of Sprint PCS,
then Manager will pay all of Sprint PCS’ expenses and reasonable attorneys’
fees related to the arbitration and have 10 Business Days to either:  (i) execute the signed addendum as proffered
to Manager or (ii) decline to accept the addendum.


                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.


 


13





















 


                Sprint PCS represents and warrants that the draft of Addendum X
presented to Manager on November 16, 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.


7.             Buildout Plan [Addm VII, §2
and Addm VIII, §7]. 
Exhibit 2.1 attached to Addendum VII, comprised of a Build-Out Plan
Description, a Build-Out Plan Table and Build-Out Plan Maps, supersedes and
replaces in its entirety all Exhibits 2.1 previously agreed to by Manager and
Sprint PCS.  All references in the
Management Agreement to the Build-out Plan are deemed to refer to the Build-out
Plan Description, Build-out Plan Table and Build-out Plan Maps attached to
Addendum VII, collectively.


8.             Exclusivity of
Service Area [Addm VI, §8].  In section 2.3 and the Schedule of
Definitions, the phrase “wireless mobility communications network” is replaced
by the phrase “Wireless Mobility Communications Network”.


9.             Restricted
Markets [Addm VII, §3].  Exhibit 2.4 attached to Addendum VII is the
current Sprint Local Exchange Carrier Restricted Markets Table and Map and
supersedes and replaces all prior Exhibits 2.4.


10.          Coverage
Enhancement [Addm I, §2 and Addm VIII, §10].  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.  Sprint PCS grants to Manager the right of
first refusal to build-out 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.


If Manager decides to
build-out the New Coverage, 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.


 


14





















 


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 or an
Other Manager to construct the New Coverage. 
Sprint PCS has the right, in a New Coverage that it constructs or that
is constructed by a third party, to manage the network, allow a Sprint PCS
Related Party to manage the network, or hire an Other Manager to operate the
network in the New Coverage.  Any New
Coverage that Sprint PCS or a 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
[Addm I, §3 and Addm
VIII, §11].  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:


                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:


 


15





















 


(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 of 
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 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.


 


16





















 


13.          Long-Distance
Pricing [Addm VIII, §12; revised by this Addendum].  Section 10 of Addendum II is 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 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 


 


17





















 


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 before the date Addendum VIII to this
agreement is signed, 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, 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


(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 [Addm II, §11 and Addm VIII, §13; revised
by this Addendum]. 
Section 11 of Addendum II and section 13 of Addendum VIII  are 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 


 


18





















 


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)” is superseded by “Program Requirement 3.5.2 — Program Requirements for Resale of
Products and Services By Virgin Mobile USA, LLC (Date Published 9/30/04)” effective
December 8, 2004.


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
(collectively, the “Existing Resale
Arrangements”).  The Existing
Resale Arrangements are listed on Attachment No. 1.0 to Program Requirement
3.5.2 and will be governed by Program Requirement 3.5.2 as amended by this
Addendum X.  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 or is otherwise negotiated between Manager and Sprint PCS (e.g., Virgin Mobile USA).


(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 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 will 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 will be deemed to have 


 


19





















 


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.  Sprint PCS will give Manager written notice
of the amount payable to Manager under a Required Resale Arrangement and the
other terms and conditions of a Required Resale Arrangement.  Manager may decline to participate in any
Required Resale Arrangement (including any renewal periods or extensions of
Existing Resale Arrangements or New Resale Arrangements) by giving Sprint PCS
written notice of its decision to decline within 30 days after Sprint PCS gives
Manager the notice described in the previous sentence, unless the terms and
conditions of the Resale Arrangement, including the per minute Reseller
Customer Fees and the per kilobyte Reseller Customer Fees to be paid to
Manager, at all times are at least as favorable to Manager as the 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 (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 [Addm VIII, §14; revised by this Addendum].    Section 12 of Addendum II 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.


 


20





















 


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.


If Manager has
an agreement for these services in effect as of November 7, 2003, 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 [Addm VIII,
§15].  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.          Marketing Communications Guidelines
[Addm V, §1]. 
The first bulleted standard set forth in section II.B. of Exhibit 5.2
to the Management Agreement is replaced with the following language:


All uses of
the Sprint marks must be in an 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 


 


21





















 


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.


18.          Customer Service Program
Requirements  [Addm VIII, §17;
revised by this Addendum].  Paragraph
2 of Addendum V is deleted.  For
clarification purposes, the Customer Service Program Requirements are effective
as of the Effective Date of Addendum VIII, and will not be applied
retroactively to existing programs or operations.


19.          Changes
to Program Requirements [Addm VIII, §18; revised by this Addendum].


(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 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 


 


22





















 


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


(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, 9.3.3
and 9.3.4, both within the preceding 12 calendar months, cause the combined
cumulative peak negative cash flow of 


 


23





















 


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. 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 


 


24





















 


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 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


 


25










 













 


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 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 


 


26





















 


 


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.


(d)           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.


20.          Fees [Addm
VIII, §19; revised by this Addendum].   
(a)  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) 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 


 


27





















 


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) 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 


 


28





















 


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).


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.


 


29





















 


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


 


30





















 


(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 billed by Sprint PCS to the resellers net of actual
bad debts incurred 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 sections 10.4.1.1(a)(iii) and (iv), 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 


 


31





















 


Manager’s proportional share of any
reimbursement received from the other party.


If the reseller is a Related
Party of Sprint PCS or if Sprint PCS or a Related Party of Sprint PCS owns a
substantial equity interest in the reseller or if Sprint PCS or a Related Party
of Sprint PCS directly or indirectly has the power to direct or cause the
direction of the management and policies of the reseller or Ultimate Parent of
the reseller, whether through the ownership of securities or other ownership
interest, by contract or otherwise, 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.  The previous sentence does not apply when
Virgin Mobile USA is the reseller.  For
purposes of this section, “substantial equity interest” means the direct or
indirect ownership of twenty percent or greater of the securities or other
ownership interests, through contract or otherwise, of a reseller or Ultimate
Parent of a reseller.


(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 


 


32





















 


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 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 


 


33





















 


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 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.


 


34





















 


(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:


(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 amounts
for Sprint 3G Data Service as defined and set out in the Program Requirement
3.5.2, which will be paid in such amounts as are set forth in such Program
Requirement.


(b)           For each calendar year during the Term of this agreement
beginning January 1, 2007, 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 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 


 


35





















 


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.


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 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.


 


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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 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, 


 


37





















 


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 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 


 


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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 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 


 


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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 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 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 


 


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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 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 


 


41





















 


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 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.


 


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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.


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 


 


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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.


21.          Financing Consideration [Addm I, §7].  Section 11.3.6 is amended and restated in its
entirety to read as follows:


11.3.6  Financing Considerations.  At the election of Sprint PCS or Manager this
agreement may be terminated upon the failure of Manager to obtain the financing
described in Exhibit 1.7 by the deadline(s) set forth on such Exhibits.


22.          Termination
Rights [Addm VIII, §21].   Section 11.3.7 is deleted, and all
references in the agreement to section 11.3.7 are also deleted.


 


23.          Effect of an Event of Termination [Addm I, §8].  The new subsection 11.4(a)(iii) is added to
the Management Agreement:


(iii)          in the case of an Event of Termination under section
11.3.6, give the other party written notice that the agreement is terminated
effective as of the date of the notice, in which case all rights and
obligations of each party under this agreement will immediately cease and
neither party will have any remedy or claim for damages.


24.          Non-termination of
Agreement [Addm II, §13].  Sections 11.5.3 and 11.6.4 are replaced with
the following paragraphs:


 


44





















 


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.


25.          Audit [Addm VIII, §24; revised by this
Addendum].  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 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 


 


45





















 


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.


26.          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 


 


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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 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,


 


47





















 


(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.


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 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 


 


48





















 


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 binding and
non-appealable, 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
to the extent required to be disclosed by applicable laws or regulations or
stock exchange regulations, and further 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.


27.          Notices [Addm
IV, §5 and Addm VIII, §25; 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:


 


49










 













 


(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

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:


 


UbiquiTel Operating Company


One West Elm Street


 


 


50





















 


Suite 400


Conshohocken, PA  19428


Telephone: 610-832-3311


Telecopier: 610-832-3401


Email: dharris@ubiquitelpcs.com


Attention: Donald A. Harris,
President & Chief Executive Officer


 


and


 


UbiquiTel Operating Company


One West Elm Street


Suite 400


Conshohocken, PA  19428


Telephone: 610-832-3390


Telecopier: 610-832-3401


Email:
drussell@ubiquitelpcs.com


Attention: Dean E. Russell,
Chief Operating Officer


 


and


 


UbiquiTel Operating Company


One West Elm Street


Suite 400


Conshohocken, PA  19428


Telephone: 610-832-3392


Telecopier: 610-832-3401


Email:
jvolk@ubiquitelpcs.com


Attention: James J. Volk,
Chief Financial Officer


 


                                with
a copy to:


 


UbiquiTel Operating Company


One West Elm Street


Suite 400


Conshohocken, PA  19428


Telephone: 610-832-3394


Telecopier: 610-832-1076


Email:
pknese@ubiquitelpcs.com


Attention: Patricia E.
Knese, Senior Vice President & General Counsel


 


and


 


UbiquiTel Operating Company


One West Elm Street


Suite 400


Conshohocken, PA  19428


Telephone: 610-832-3354


Telecopier: 610-832-3401


Email:
kjones@ubiquitelpcs.com


Attention: Kenneth T. Jones,
Vice President & Controller


 


51





















 


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


David L. Zylka, Chief Technology Officer


Email:
dzylka@ubiquitelpcs.com


 


28.          Governing
Law [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 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.


 


52





















 


(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.


29.          Force
Majeure [Addm VIII, §26].  The second
paragraph of 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.


30.          Announced Transactions [Addm II, §14].  Section 17.24 is deleted.


31.          Additional Terms and Provisions [Addm II, §15;
revised by this Addendum].  Section 17.25 is replaced with the following
paragraph:


17.25
Additional Terms and Provisions.  Certain additional and supplemental terms and
provisions of this agreement, if any, are set forth in the Addendum to Sprint
PCS Management Agreement, which is incorporated into this agreement by this
reference.  Manager represents and
warrants that all existing contracts and arrangements (written or verbal) that
relate to or affect the rights of Sprint PCS or any of its Related Parties
under this agreement (e.g.,
agreements relating to long-distance telephony services (section 3.4)) are
listed on Exhibit 17.25, and Manager agrees to deliver photocopies of
such agreements to Sprint PCS upon request to the extent permissible by the
terms of the agreement.


 


53





















 


32.          Federal Contractor Compliance [Addm II, §16; revised
by this Addendum]  A new section
17.28, the text of which is attached as Exhibit A to this Addendum X, is
added and incorporated by this reference.


33.          Year 2000 Compliance [Addm II, §17].  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 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.


 


54





















 


Services Agreement


34.          Non-exclusive
Services [Addm VIII, §31].  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.


35.          Changes to Article
2 [NEW].  Section 1 of
Addm IX is deleted.  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 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 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


 


55





















 


(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.


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 


 


56





















 


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.


36.          Changes to Article
3 [Addm VIII, §33; revised by this Addendum].  (a)   Section 19 of Addendum II is deleted, and
section 2 of Addendum IX is deleted. 
Article 3 of the Services Agreement is amended and restated in its
entirety to read as follows:


3.             FEES FOR SERVICES


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 Addendum X until December
31, 2006 (“Initial Pricing Period”), will be:


(a)  for the CCPU Services:


(i)            from the Effective Date of Addendum
X 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: an amount equal to the
Gross Customer Additions in Manager’s Service Area multiplied by the lesser of
(1) $23.00 or (2) an amount equal to the product of (i) Sprint’s long-term
forecasted CPGA and (ii) the percentage used to calculate the initial fee under
section 3.2.1(b), as amended by Addendum VIII, as of the Effective Date of that
Addendum VIII.  The parties agree that
the calculation described in (2) results in an amount equal to $19.00.


 


57





















 


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 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.


 


58





















 


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 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 


 


59





















 


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 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 


 


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Service, or, if such Service
is provided by Manager, the fee for the CCPU Service shall be reduced by the
amount of 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


                (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 


 


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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.


37.          Audit [Addm
VIII, §34; revised by this Addendum].  Section 5.1.3 f
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 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 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 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.


 


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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.


                38.          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, 


 


63





















 


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.


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:


 


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(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.


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 


 


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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 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 binding and
non-appealable, 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
to the extent required to be disclosed by applicable laws or regulations or
stock exchange regulations, and further 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.


39.          Notices [Addm
IV, §5 and Addm VIII, §35; revised by this Addendum].  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.


 


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                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 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.


40.          Entire Agreement;
Amendments [Addm VIII, §36].  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.


41.          Force
Majeure [Addm VIII, §37].  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,


 


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(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.


                42.          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.


 


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                (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


43.          Notices [Addm IV, §5 and Addm VIII, §38].  Section 15.1 of each of the Trademark License
Agreements is amended and restated in its entirety to read as follows:


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.


                44.          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.


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


 


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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 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


46.          Deleted
Definitions [Addm I, §2 and Addm VIII, §39].  The definitions of “New Area(s)” and “Available
Services” are deleted.


47.          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) of the Management Agreement.


 


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“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).


“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” means the
Center for Public Resources Institute for Dispute Resolution.


“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.


 


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“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.


“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.


 


72





















 


“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.


“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.


“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.


 


73





















 


“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.


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


“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).


“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.


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


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


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


“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 of the Management Agreement.


 


 


74










 













 


“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.


“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 


 


75





















 


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.


“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.


 


76





















 


“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.


“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.


 


77





















 


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
I


1.             Seamlessness.


4.             Use of Private Label


6.             Time Periods for Right of First Refusal


 


Addendum
II


1.             Expansion of Service Area


3.             Build Out Plan


4.             Purchase of Assets


5.             Subscribers


6.             Sprint Spectrum Employees


7.             Fixed Wireless Local Loop


8.             Build Out of Spokane MTA


9.             Expedite Fees


18.           Designation of Selected Services


20.           Deleted Sections


21.           Use of Loan Proceeds


22.           Notices


23.           No Default Under Management Agreement


 


Addendum
III


1.             Backhaul and Interconnection


2.             Designation of Selected Services


 


Addendum
IV


1.             Confirmation of Restructuring and Assumption of Sprint
Agreements


2.             Revised Financing Plan


3.             Build-out Plan


4.             Use of Loan Proceeds


6.             No Default Under Credit Agreement or Management
Agreement


7.             Defense of Employment-Related Charges


 


Addendum V


                2.             Customer Service Program
Requirements


                3.             Counterparts


 


 


78





















 


 


Addendum
VI


1.                                       Type II
Conversion Schedule and Costs


2.                                       Spectrum
Transition


3.                                       Discontinuation
of Unlimited Plans


4.                                       Completion of
VIA Service Area Build-out Requirement


5.                                       No Declaration
of Breach


6.                                       Revised
Financing Plan


7.                                       Revised
Build-Out Plan


9.                                       Microwave
Relocation


10.                                 Notice of
Merger Termination


11.                                 Reaffirmation
of Sprint Agreements


12.                                 Consent and
Agreement


13.                                 Counterparts


 


Addendum VII


1.                                       Deletion of
BTAs from Service Area and New Service Area Exhibit


Addendum
VIII


                Superseded by this Addendum X.


Addendum
IX


                3.             Deletion of definitions of Sprint PCS CCPU and Sprint
PCS CPGA.


 


79





















 


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.]


 


80





















 


The
parties have caused this Addendum X to be executed as of the date first above
written.


	
   

  	
   

  	
   

  	
   

  	
  SPRINT SPECTRUM L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Steven M. Nielsen

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice President —
  Finance PCS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WIRELESSCO, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Steven M. Nielsen

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice President —
  Finance PCS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SPRINT TELEPHONY PCS, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Steven M. Nielsen

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice President —
  Finance PCS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SPRINT PCS LICENSE, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Steven M. Nielsen

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice President —
  Finance PCS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SPRINT COMMUNICATIONS
  COMPANY L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Thomas E. Murphy

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice
  President — Communications and Brand Management

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  UBIQUITEL OPERATING
  COMPANY

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  James J. Volk

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief Financial Officer

  



 


 


81





















 


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.


 


82





















 


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.


 


83





















 


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.


 


 


84





















 


Attachment No. 1.0 to Program Requirement 3.5.2


Resale Program


This
Attachment No. 1.0 to Program Requirement 3.5.2 lists the Existing Resale
Arrangements (i.e., the Resale Arrangements
that were in existence before April 1, 2004).


Resellers


	
   

  	
   

  	
  Effective

  	
   

  	
  Renewal

  	
   

  	
  Renewal

  	
   

  
	
   

  	
   

  	
  Date

  	
   

  	
  Date

  	
   

  	
  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.


 


Virgin Mobile USA is an Existing Resale
Arrangement, but it has a separate Program Requirement labeled “Program Requirement 3.5.2 — Program Requirements for Resale of
Products and Services By Virgin Mobile USA, LLC (Date Published 9/30/04)” effective
December 8, 2004.


 


85





















 


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.


 


86





















 


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

  



 


87





















 


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


 


 


88





















 


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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


89





















 


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)


 


 


 


90





















 


 


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


 


 


91





















 


 


                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


Telecheck Charge


 


 


92





















 


 


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


Upgrade Commission — 2 Step Channel


Vendor Usage-Based Charges on New Products


Wholesale
Revenue and Expense


 


 


93





















 


-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


 


 


94





















 


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.


 


95





















 


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 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]”


 


96





















 


(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 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.


 


97





















 


 


Exhibit A


Section 17.28  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)  If the Manager enters into government
contracts relating to this contract and in the event of the Manager’s
noncompliance with the nondiscrimination clauses relating to those government
contracts, or with any of the said rules, regulations, or orders, the related
government contract would be cancelled, 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 government subcontract or government 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 


 


98





















 


such
provisions will be binding upon those government subcontractors or
vendors.  The Manager will take such
action with respect to any government subcontract or government 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 government subcontract or purchase order, so that such provisions will
be binding upon each government subcontractor.


 


 


99





















 


 


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.


 


100





















 


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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  City

  	
  State Zip

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By 

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
						



 


 


101