Spectrum Manager Lease, dated October 27, 2004


 Exhibit 10.2 
  

 SPECTRUM MANAGER LEASE 
  
 between 
  
 TELECORP COMMUNICATIONS, LLC 
  

and 
  
 AWS NETWORK NEWCO, LLC 
  
 Dated as of October 27, 2004 
  







 SPECTRUM MANAGER LEASE 
  
 THIS SPECTRUM MANAGER LEASE (“Lease”), dated as of October 27, 2004 (the “Execution
Date”), is executed by and between TeleCorp Communications, LLC (“Licensee”), and AWS Network Newco, LLC (“Lessee”) (collectively the “Parties”, or each, individually, a
“Party”). 
  
 WHEREAS, Licensee holds the Federal
Communications Commission (“FCC”) authorization listed on Schedule 1 hereto (the “License”); 
  
 WHEREAS, parent companies of Licensee and Lessee have entered into that certain Exchange Agreement, dated as of September 21, 2004, by and among Triton
PCS Holdings, Inc. (“Triton”), the Triton Contributing Entities, AT&T Wireless Services, Inc. (“AWS”), the AWS Contributing Entities and Cingular Wireless LLC (“Cingular”) (the “Exchange
Agreement”). Capitalized terms used herein which are not otherwise defined shall have the meanings assigned to them in the Exchange Agreement; 
  
 WHEREAS, pursuant to the Exchange Agreement, at the First Closing (as defined in the Exchange Agreement) parent companies of Licensee and Lessee shall
enter into a Transition Services Agreement by and among Triton, AWS and Cingular (the “TSA”), under which, among other things, Cingular will agree to use commercially reasonable efforts to provide Triton with access to 10 MHz of
spectrum in Puerto Rico on a limited basis; 
  
 WHEREAS, Lessee,
at the Effective Lease Date as hereafter defined, will become a subsidiary of Triton; 
  
 WHEREAS, Cingular, as the parent of Licensee, desires to enable Triton to obtain the use of a 10 MHz portion of the spectrum associated with the License in Puerto Rico, as set forth on Schedule 1 hereto (the
“Leased Spectrum”); 
  
 WHEREAS, the Parties
desire to enter into a spectrum manager leasing arrangement (within the meaning of 47 C.F.R. § 1.9020) concerning the Leased Spectrum, on the terms and subject to the conditions hereof, in order to memorialize their respective rights and
responsibilities hereunder in accordance with the Communications Act of 1934, as amended, and the rules, regulations and policies of the FCC (collectively, the “Communications Laws”). 
  
 NOW, THEREFORE, the Parties hereby agree as follows: 
  
 Section 1. Lease Arrangement. 
  
 (a) Spectrum Usage Rights. Subject to the terms and conditions set
forth in this Lease, Licensee hereby grants Lessee exclusive rights to use the Leased Spectrum throughout the Term (as hereafter defined) (the “Spectrum Usage Rights”). 
  
 (b) Permitted Use; Regulatory Classification. Lessee shall operate the System (as hereafter defined) and be regulated
as a Commercial Mobile Radio Service (“CMRS”) carrier. Lessee may use the Leased Spectrum to offer any CMRS services (e.g., fixed or mobile) it determines, so long as such use or services are not currently or hereafter prohibited
under the terms and conditions of the License or the Communications Laws. 






 (c) Scope of Spectrum Usage Rights. Subject to the review, supervision and ultimate control of
Licensee with respect to matters reasonably affecting Licensee’s ability to meet its obligations as an FCC licensee applicable to the License as set forth in Section 3 hereafter, any use restrictions applicable to the License, and the terms and
conditions of this Lease, the Spectrum Usage Rights granted hereunder convey to Lessee the exclusive right to construct, operate and maintain facilities operating over the Leased Spectrum (the “System”). 
  
 (d) Exclusivity. Throughout and until the expiration or earlier
termination of the Term, except as otherwise expressly provided in this Lease, Lessee shall have the exclusive right to use the Leased Spectrum and exercise the Spectrum Usage Rights granted herein. Licensee shall not enter into any other agreement
authorizing the concurrent use of the Leased Spectrum (including any agreement for the lease, partition, disaggregation, underlay use, time sharing or similar document) during the Term with any person or entity other than Lessee with respect to the
Leased Spectrum without the prior written consent of Lessee. 
  
 (e) Security Interest. Lessee shall only have the right to pledge, mortgage, hypothecate or otherwise grant a security interest or create a lien in its Spectrum Usage Rights to one or more financial institutions pursuant to a credit
arrangement for money borrowed (not related solely or primarily to the Spectrum Usage Rights) and, in such case, only in accordance with applicable law. 
  
 Section 2. Obligations of Lessee. 
  
 (a) General Obligations. Subject to the review, supervision and ultimate control of Licensee over matters reasonably affecting the License and
Licensee’s ability to meet its FCC obligations as set forth in Section 3, Lessee shall be obligated: 
  
 (i) to promptly provide to Licensee such information (A) in a timely manner with regard to any service disruption relating to use of the
Leased Spectrum, and (B) as Licensee reasonably requests and requires (I) regarding any construction or alteration of facilities proposed by Lessee and (II) any deactivation of facilities; 
  
 (ii) to timely cooperate with and aid Licensee with whatever
actions Licensee is required to take, if any, in order to obtain the approvals or consents of any governmental authority to this Lease; 
  
 (iii) to use commercially reasonable efforts to operate the System on the Leased Spectrum consistent with and as may be required by the
Communications Laws or the laws of any other governmental body, this Lease, and the terms and conditions of the License (including eligibility, basic and character qualifications requirements, foreign ownership and use restrictions, and regulations
intended to prevent harmful interference to any other licensed spectrum user); 
  
 (iv) to satisfy the eligibility, qualification and all other requirements imposed on spectrum lessees under spectrum manager leasing
arrangements of 47 C.F.R. § 1.9020, including, but not limited to, the general eligibility rules set forth in 47 C.F.R. § 1.9020(d)(2); 
  

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 (v) to comply with any and all applicable requirements of the License or arising under
the Communications Laws, including, but not limited to those relating to: interference and radio frequency (“RF”) safety rules for human exposure; the Communications Assistance for Law Enforcement Act (“CALEA”), 47
U.S.C. §§ 229, 1001 et seq., 47 C.F.R. Part 64, Subparts V and W; Equal Employment Opportunity (“EEO”), 47 C.F.R. §§ 1.815, 22.321; Telecommunications Relay Service (“TRS”), 47 U.S.C.
§ 225, 47 C.F.R. Part 64, Subpart F; North American Numbering Plan (“NANP”), 47 U.S.C. § 251(e), 47 C.F.R. Part 52; universal service funds, 47 U.S.C. § 254, 47 C.F.R. §§ 54.706, 54.709; and number
portability, 47 U.S.C. § 251(b)(2), 47 C.F.R. Part 52, Subpart C; 
  
 (vi) following the Second Closing (as defined in the Exchange Agreement), to cooperate with Licensee and take whatever actions are reasonably necessary in meeting the FCC’s E-911 requirements set forth in 47
C.F.R. § 20.18 and related orders to the extent that they are applicable to Lessee’s provision of CMRS services on the Leased Spectrum, as though Lessee was solely responsible for such compliance; 
  
 (vii) to take whatever actions are reasonably necessary to
resolve any interference-related matters arising from operation of any System it may construct and operate on the Leased Spectrum, including but not limited to any conflicts between Lessee and any other licensed spectrum user; and 
  
 (viii) to comply with any and all obligations that apply to
Lessee directly as a result of its own status as a service provider. 
  
 (b) Equipment. 
  
 (i) Lessee
shall have the right to purchase or lease, install and maintain at its own expense all equipment, including but not limited to towers, transmission lines, antennas, microwave facilities, transmitters and related equipment that is necessary for its
operations utilizing the Leased Spectrum. Except as specifically set forth in this Lease, Licensee shall have no right to install, use, access, perform maintenance or operate any equipment that Lessee purchases, installs or acquires to facilitate
Lessee’s use of the Leased Spectrum, which rights shall remain at all times vested with Lessee. 
  
 (ii) Upon any termination of this Lease, Lessee shall promptly terminate its use of the Leased Spectrum. 
  
 (c) FCC Compliance. Lessee acknowledges and agrees that, as required
by applicable Communications Laws, Licensee shall be primarily responsible for ensuring that (i) the License and (ii) the Leased Spectrum (including but not limited to Lessee’s operations in connection therewith and performance hereunder) are
utilized in compliance with the Communications Laws, including, but not limited to, responsibility for all interactions with the FCC related to the License and the Leased Spectrum. Lessee agrees that Lessee shall be independently responsible for
full compliance with the Communications Laws, including those 
  

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 Communications Laws applicable to the Leased Spectrum or Lessee as a result of Lessee’s status as a service provider
in connection with its obligations under this Lease, and any other applicable laws. Lessee acknowledges that it shall remain independently responsible to Licensee and the FCC for complying with the foregoing, and agrees that it shall not construct
or operate any facility utilizing the Leased Spectrum in a manner inconsistent with, contrary to, or in violation of, these requirements. Lessee hereby represents and warrants that it is familiar with the Communications Laws and further covenants
and agrees that it shall operate on and utilize the Leased Spectrum at all times in material compliance with the Communications Laws, FCC requirements associated with the License, and all other applicable laws. If Lessee’s operation on or
utilization of the Leased Spectrum would reasonably be expected to result in the revocation or termination or the adverse modification of the License, such operation or utilization shall by definition constitute material non-compliance with the
Communications Laws and a material breach of Lessee’s obligations hereunder. 
  
 (d) Notification of Violation or Material Changes; Cooperation. Lessee shall promptly notify Licensee of the occurrence of any (i) violations, or inquiries or allegations of violations, which relate to
Lessee’s operation of the System or use of the Leased Spectrum, (ii) inquiries or regulatory proceedings initiated with respect to the Lease, or (iii) inquiries or regulatory proceedings regarding Lessee’s qualifications to hold FCC
licenses in general or be a spectrum lessee of which Lessee becomes aware. Lessee shall also promptly inform Licensee about any other communications with the FCC or other governmental authority concerning Lessee’s use of the Leased Spectrum and
Licensee’s obligations as a spectrum lessor under the Communications Laws. In the event the FCC or other governmental authority initiates an investigation or inquiry concerning Lessee in connection with this Lease or any of Lessee’s
actions or operations hereunder, Lessee agrees to promptly notify Licensee and to cooperate with Licensee, the FCC, or such other governmental authority. 
  
 Section 3. Rights and Obligations of Licensee. 
  
 (a) Oversight of Lessee’s Operations on the Leased Spectrum. Throughout the Term, Licensee shall have the right to take such actions as are
reasonably necessary to ensure that Lessee’s operation of the System complies with the Communications Laws, this Lease, and the terms and conditions of the License (including conformance with applicable license eligibility, basic
qualifications, character qualifications and technical requirements, and use and foreign ownership restrictions). Lessee hereby acknowledges Licensee’s right to take such actions as are reasonably necessary to meet this obligation, and that
Licensee may: 
  
 (i) periodically (and at
Licensee’s sole cost) monitor and oversee Lessee’s use of the Spectrum Usage Rights to ensure Lessee operates the System in conformance with technical and use rules applicable to the License; 
  
 (ii) take actions that are reasonably necessary to ensure
that Lessee’s operation of the System complies with the Communications Laws and regulations intended to prevent harmful interference to any other licensed spectrum user; 
  
 (iii) require that Lessee implement, at Lessee’s cost, any modification or coordination that is
reasonably necessary to avoid or otherwise resolve harmful interference or any interference-related matters arising from operation of the System, 
  

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 including any conflicts between Lessee and any other licensed spectrum user, which actions may include
but are not limited to suspending or terminating the operations of the System until any interference-related matter can be remedied; 
  
 (iv) make determinations as to whether particular circumstances give rise to the requirement of filing an application or notification in
accordance with Section 6 of this Lease, and if so, with Lessee’s cooperation, make such filing or notification; 
  
 (v) take whatever actions are reasonably necessary to ensure that all facilities comprising the System comply with all applicable RF
safety rules for human exposure promulgated by the FCC or any other governmental authority; and 
  
 (vi) communicate with the FCC on matters related to the License. 
  
 (b) Maintenance of License. Licensee shall take such commercially reasonable actions as are necessary and required
under the Communication Laws to maintain the License in full force and effect throughout the Term. Licensee will undertake to timely file any application required for the renewal of the License prior to the expiration of the term of the License.
Licensee shall maintain the validity and good standing of the License, and shall defend the License from all claims and challenges. Licensee shall notify Lessee promptly upon learning of any claim or challenge to the License. Licensee shall comply
with all applicable requirements arising under the Communications Laws, including but not limited to all of the requirements imposed on lessors under spectrum manager leasing arrangements by 47 C.F.R. § 1.9020. For the avoidance of doubt,
Licensee shall be obligated to satisfy, at its sole cost and expense, the FCC’s E-911 requirements set forth in 47 C.F.R. § 20.18 and related orders until the Second Closing, after which point those costs shall be borne by Lessee and the
provisions of Section 2(a)(vi) shall also apply, subject to Licensee’s continuing oversight. 
  
 (c) FCC Interactions. Throughout the Term, Licensee shall be the party primarily responsible for dealing with the FCC on all matters directly
relating to the License and the Spectrum Usage Rights granted under this Lease, provided, however, that nothing contained herein shall restrict Lessee from interfacing with the FCC (i) on policy matters solely relating to Lessee’s use of the
Leased Spectrum or on matters imposed under the Communications Laws on Lessee as a result of its provision of common carrier services to its customers on the System, or (ii) on inquiries specifically directed to Lessee (as opposed to Licensee) by
the FCC. Licensee shall give Lessee reasonable prior notice of any meetings between FCC representatives and Licensee representatives which involve or relate to Lessee’s use of the Leased Spectrum. Upon reasonable advance request, Lessee shall
have the right to, and at the request of Licensee, Lessee shall, attend any such meetings with the FCC which involve or relate to Lessee’s use of the Leased Spectrum. Licensee shall permit Lessee to participate in any such meetings with the FCC
to the extent permitted by the FCC and the Communications Laws. 
  
 (d) Notification of Violations or Material Changes; Cooperation. Licensee shall promptly notify Lessee of the occurrence of any event or the initiation of any litigation, investigation, proceeding or inquiry by the FCC or any
governmental authority which could reasonably be expected to have a material impact or result in a material change in the ownership or operation of the License or Lessee’s Spectrum Usage Rights under this Lease. In the event that the FCC or any
other governmental authority initiates an investigation or inquiry concerning Licensee or Lessee in connection with this Lease or any of the performances rendered hereunder, Licensee agrees to cooperate with Lessee, the FCC or other governmental
authority. 
  

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 Section 4. Control of License and Leased Spectrum. 
  
 Notwithstanding any other provision of this Lease, during the Term hereof,
Licensee shall remain in de jure and de facto control of the License and of the Leased Spectrum under the Communications Laws. This Lease (i) does not and shall not vest in Lessee, or constitute, create or have the effect of
constituting or creating, de facto or de jure control, direct or indirect, over Licensee or the License, which ownership or control remains exclusively and at all times in Licensee and (ii) does not and shall not constitute the
transfer, assignment or disposition in any manner, voluntary or involuntary, directly or indirectly, of the License or the transfer of control of Licensee within the meaning of Section 310(d) of the Communications Laws for spectrum leasing purposes.
During the Term, Lessee shall not take any action inconsistent with or contrary to Licensee’s de jure and de facto control, as those terms are construed by the FCC, over the License and the Leased Spectrum, respectively. During
the Term, Lessee shall not hold itself out to the public as the holder of the License. 
  
 Section 5. Coordination; Oversight/Right of Access. 
  
 (a) Coordination. To enable Licensee to assure that Lessee’s activities on the Leased Spectrum and the operation of the System comply with the Communications Laws, Lessee and Licensee shall meet
periodically at Licensee’s request to discuss matters reasonably relating to Lessee’s construction and operation of the System to the extent such knowledge of such matters is required by Licensee to ensure compliance with the
Communications Laws. Upon Licensee’s request, and subject to Licensee’s prior execution of such confidentiality agreements as Lessee may reasonably request, Lessee shall provide Licensee with reasonable access to Lessee’s books and
records with respect to its operation of the System, showing (i) all technical and operational information related to the use of the Leased Spectrum by the System and (ii) any and all other records necessary, convenient or incidental to
construction, maintenance or operation of the System, provided, however, that Lessee shall not be required to provide trade secrets or other competitive, proprietary or non-public information if such information is not reasonably necessary for
Licensee to meet its oversight responsibilities under the Communications Laws. 
  
 (b) Oversight/Right of Access. Licensee shall have a right, upon at least twenty-four (24) hours advance notice, to inspect during normal business hours any facility comprising the System that utilizes the
Leased Spectrum and to take any action it deems reasonably necessary to fulfill its obligations under this Lease or the Communications Laws. Lessee shall have the right to require that an escort selected by Lessee accompany Licensee to any on-site
visit to Lessee’s facilities. Notwithstanding the foregoing, Licensee may access any System facility upon such shorter advance notice as is possible under the circumstances in the event the System’s operation causes objectionable
interference to another spectrum user, and, at the FCC’s request, the FCC shall have access to any System facility at any time and from time to time in accordance with the FCC’s access policies. 
  

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 Section 6. Notifications; Applications. 
  
 (a) Lease Arrangement Notification. Licensee shall prepare and file with the FCC all forms and related exhibits,
certifications and other documents necessary to satisfy the FCC’s requirements for “spectrum manager” lease notifications, as set forth in 47 C.F.R. § 1.9020(e) (“FCC Lease Arrangement Notification”) as soon as
practicable (and in no event later than 14 days) following the Execution Date. Each Party covenants and agrees that it shall fully cooperate with the other, and do all things reasonably necessary to timely submit the FCC Lease Arrangement
Notification to the FCC and shall promptly file or provide the other Party with all other information which is required to be provided to the FCC in furtherance of the transactions contemplated hereby. 
  
 (b) New Sites or Modified Sites. To the extent that any construction
of, or modification to, any part of the System by Lessee requires the Licensee to make a prior filing with or notification to, or to obtain the approval of, the FCC, another governmental authority or a non-governmental third party (including without
limitation any state historic preservation officer), then Lessee shall not undertake any such construction or modification until, following reasonable consultation with Lessee, Licensee has determined whether an application (a “Facility
Filing”) for any of the following is required: (i) frequency coordination; (ii) submission of an Environmental Assessment under 47 C.F.R. § 1.1307; (iii) international or Interdepartment Radio Advisory Committee
(“IRAC”) coordination; (iv) radio quiet zone reporting; (v) notification to the Federal Aviation Administration; (vi) construction or alteration of a microwave facility under 47 C.F.R. Part 101; or (v) any waivers of the
Communications Laws. If a Facility Filing is necessary before construction of or modification to any part of the System, Lessee shall timely prepare and provide to Licensee all necessary application forms, exhibits, filing fees and other materials
necessary for Licensee to make such submission in its own name. Licensee shall make such filings promptly and in any event not more than five (5) business days following Licensee’s receipt from Lessee of such materials or such earlier day as
required under applicable law. No construction or modification to the System shall occur unless any Facility Filings required to have been made prior to such construction have been made and, if required, approved by such governmental authority.

  
 (c) Compliance Applications. Licensee shall be solely
responsible for filing any on-going compliance reports required by the FCC or any other governmental authority as a result of its ownership of the License and Lessee’s use of the Leased Spectrum. If Lessee should believe that a compliance
filing is required, Lessee shall notify Licensee, and Licensee shall thereafter take all actions required to timely file any report required to be filed by FCC rules, with any reasonable cooperation from Lessee to Licensee as is reasonably
necessary. 
  
 Section 7. Term; Termination; Renewal; Extension.

  
 (a) Term of Lease. The rights and obligations
created under this Lease shall become effective on the date (the “Effective Lease Date”) which is the later of (1) ten (10) days following the filing of the FCC Lease Arrangement Notification, and (2) the date of the First Closing.
The rights and obligations created under this Lease shall continue for a term of one (1) year (the “Term”), unless otherwise terminated in accordance with this Lease. 
  

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 (b) Termination. This Lease shall automatically terminate: 
  
 (i) with respect to all or any part of the Leased Spectrum,
upon the effective date of any order of the FCC or any other governmental authority revoking, canceling or terminating the License covering that Leased Spectrum, either by reason of the non-renewal at the end of its initial license term or by
operation of law, provided, however, that the Parties shall cooperate in an effort to cause the Term to be extended during the pendency of any appeal of any such order, or during the FCC’s consideration of any application for renewal of
license; 
  
 (ii) upon the effective date of any
order of the FCC or any other governmental authority revoking, canceling, or terminating this Lease or either Party’s rights hereunder, provided, however, that the Parties shall cooperate in an effort to cause the Term to be extended during the
pendency of any appeal of any such order; or 
  
 (iii) with respect to all or any part of the Leased Spectrum, if such Leased Spectrum is lawfully reclaimed or taken by the FCC or any other governmental authority; or 
  
 (iv) upon the termination prior to the First Closing (for any reason) of the Exchange Agreement. 

 
 (c) Effect of Termination. Termination of this Lease for any reason
shall not relieve any Party of any liability which at the time of termination has already accrued to such Party or which thereafter may accrue in respect of any law or omission prior to such termination, including, but not limited to, the
indemnification obligations as set forth in Section 11, or the survival of any right, duty or obligation of any Party which is expressly stated elsewhere in this Lease to survive termination hereof; provided, however, if this Lease is terminated in
accordance with Section 7(b)(iv) above, no party shall be liable to any other party hereto for any damages, costs or expenses related to its default or breach in any of its obligations, representations and warranties or for any other reason under
this Lease. Additionally, in the event of a termination of this Lease, for any reason, Lessee agrees to cooperate in good faith with Licensee and to take such actions as are reasonable and necessary to enable Licensee to protect and preserve the
License. 
  
 (d) Renewal. Licensee shall make a timely
application for renewal of the License, which is due to expire during the Term. Licensee’s application for renewal shall contain an express notification to the FCC that the Term will extend into the renewal term of the License, it being
expressly understood that the Term shall automatically extend during the pendency of the FCC’s consideration of the renewal application. If the License is renewed pursuant to the preceding sentence, the Term shall be automatically extended into
the renewal term of the License. 
  
 Section 8. Financial Terms of Lease
Arrangement. 
  
 (a) Lease Arrangement
Consideration. The Parties are entering into this Lease, and Licensee is making available the Spectrum Usage Rights hereunder, as part of the set of transactions described in the Exchange Agreement and the TSA. The consideration for making
available the Spectrum Usage Rights hereunder is subsumed in the consideration set forth in those agreements; Lessee therefore shall not be required to make any spectrum lease payments to Licensee hereunder. 
  

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 (b) Regulatory Fees. Lessee shall be responsible for paying to Licensee (or directly to the FCC if
permitted) at least fifteen (15) days before they may be due, all required FCC regulatory fees accruing by reason of Lessee’s operation of the System on the Leased Spectrum, except for any such fees that may be assessed directly on Lessee by
reason of its operation of a CMRS System pursuant to 47 C.F.R. § 1.1152, which fees Lessee shall pay directly to the FCC on or before the date such fees are due and payable. 
  
 (c) Sales and Use Taxes. Lessee shall be responsible for billing, collecting, reporting, and remitting, when such
taxes are due and payable, any and all sales or use taxes directly related to Lessee’s use of the Leased Spectrum and the services provided thereon. 
  
 Section 9. Express Covenants and Agreements (FCC). 
  
 Notwithstanding anything contained herein to the contrary, the Parties agree that the following FCC rule provisions shall apply: 
  
 (i) Lessee must comply at all times with applicable rules
set forth in the Communications Laws and any other applicable laws. In addition to Licensee’s right to take certain remedial actions provided by 47 C.F.R. § 1.9010(b) (1) (iii) (or any successor provision), this Lease may be revoked,
cancelled, or terminated by Licensee or by the FCC if Lessee fails to comply with the applicable requirements; 
  
 (ii) If the License is revoked, cancelled, terminated or otherwise ceases to be in effect, Lessee shall have no continuing authority or
right to use the Leased Spectrum covered by the License unless otherwise authorized by the FCC; 
  
 (iii) This Lease is not an assignment, sale or transfer of the License itself; 
  
 (iv) This Lease shall not be assigned to any entity that is
ineligible or unqualified to enter into a spectrum leasing arrangement under the Communications Laws; and 
  
 (v) Licensee shall not consent to an assignment of this Lease unless such assignment complies with applicable Communications Laws.

  
 Section 10. Representations, Warranties and Covenants.

  
 (a) Each of the Parties hereto represents, warrants and
covenants, as applicable, to the other, with respect to facts and issues relating to it, that: 
  
 (i) it is duly organized and in good standing under the laws of the jurisdiction of its organization; 
  
 (ii) it has full limited liability company power and
authority to carry out all of the transactions contemplated hereby; 
  

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 (iii) it shall comply in all material respects with all applicable laws, including the
Communications Laws and state, local and federal rules and regulations, governing the business, ownership, management and operations under this Agreement; and 
  

(iv) all requisite resolutions and other authorizations necessary for its execution, delivery, performance and satisfaction of this
Agreement have been duly adopted and complied with; and 
  
 (v) this Agreement is its valid and binding agreement, enforceable against it in accordance with the terms of this Agreement, subject to bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting
creditors’ rights generally and general equitable principles 
  
 (b) Lessee further represents and warrants to Licensee that it possesses all the requisite qualifications under the Communications Laws to be a lessee as contemplated in this Agreement (including, but not limited to, (i) not being a person
subject to denial of Federal Benefits under the Anti-Drug Abuse Act of 1988, and (ii) satisfying applicable foreign ownership eligibility requirements as set forth in Sections 310(a) and 310(b) of the Communications Act). 
  
 (c) EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY
MAKES TO THE OTHER ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, CONCERNING THE SUBJECT MATTER OF THIS LEASE, INCLUDING, WITHOUT LIMITATION, WARRANTIES REGARDING THE LICENSE. 
  
 Section 11. Indemnification; Limitation of Liability. 
  
 (a) Indemnification by Lessee. Lessee shall indemnify and hold harmless Licensee and its Affiliates, and their
respective successors and assigns, and the shareholders, directors, officers, employees and agents of any and all of the foregoing (the “Licensee Indemnified Persons”), from and against any and all losses incurred or suffered by any
Licensee Indemnified Person arising out of, in connection with or relating to (i) any breach of any of the representations or warranties made by Lessee in this Lease, (ii) any failure by Lessee to perform any of its covenants or agreements contained
in this Lease, or (iii) any claims by third parties arising out of, in connection with or relating to the use of the Leased Spectrum, the exercise of the Spectrum Usage Rights, or the operation of the System or any part thereof, including any
Equipment utilized therein, after the Effective Lease Date, except (1) with respect to clauses (i), (ii) and (iii), to the extent such breach or failure, as applicable, was caused by a breach of this Lease by Licensee and (2) with respect to any
failure by Lessee to perform its covenants set forth in Section 2(a)(vi) hereof or the last sentence of Section 3(b) hereof, to the extent such failure was caused by a breach by Cingular or AWS of the TSA to be executed by and among Triton, Cingular
and AWS at the First Closing. Licensee acknowledges and agrees that its sole and exclusive remedy with respect to the claims for breach of representations, warranties or agreements contained in this Lease shall be pursuant to the indemnification
provisions set forth in this Section 11. 
  
 (b)
Indemnification by Licensee. Licensee shall indemnify and hold harmless Lessee and its Affiliates, and their respective successors and assigns, and the shareholders, 
  

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 directors, officers, employees and agents of any and all of the foregoing (the “Lessee Indemnified
Persons”), from and against any and all losses incurred or suffered by any Lessee Indemnified Person arising out of, in connection with or relating to (i) any breach of any of the representations or warranties made by Licensee in this
Lease, or (ii) any failure by Licensee to perform any of its covenants or agreements contained in this Lease, except with respect to clauses (i) and (ii), to the extent such breach or failure, as applicable, was caused by a breach of this Lease by
Lessee. Lessee acknowledges and agrees that its sole and exclusive remedy with respect to the claims for breach of representations, warranties or agreements contained in this Lease shall be pursuant to the indemnification provisions set forth in
this Section 11. 
  
 (c) Limitation of Liability. In no
event shall any Party be liable for indirect, special, consequential or punitive damages arising out of a breach of this Lease, even if advised at the time of breach of the possibility of such damages, except for losses arising out of any grossly
negligent, willful or fraudulent act or omission, or out of any breach of this Section 11 (Indemnification) or Section 12(m) (Confidentiality). 
  
 Section 12. Miscellaneous. 
  
 (a) Document Inspection. Each Party shall retain a duly executed copy of this Lease (including any amendments thereto) in its files, and shall
provide the FCC or any other governmental body with a photocopy of those portions of the Lease to the extent requested by the FCC or such governmental body. 
  
 (b) Entire Agreement. This Lease represents the entire understanding and agreement of the Parties with respect to the subject matter of this Lease;
provided, however, that nothing in this Lease shall be deemed to amend the Exchange Agreement in any way. This Lease supersedes all prior representations, warranties, covenants, understandings, agreements, written or oral, discussions, or
negotiations among the parties with respect to the subject matter hereof, and cannot be amended, supplemented or changed, except by an agreement in writing that makes specific reference to this Lease and that is signed by each of the parties hereto.
Each Party hereby represents, acknowledges and agrees that it has not relied on any representation, warranty, covenant, understanding, agreement, written or oral, discussion, or negotiation not expressly contained herein in entering into this Lease
or the Exchange Agreement. Each Party hereby represents, acknowledges and agrees that this Lease and the Exchange Agreement are independent of, and not in any way conditioned on, connected to, or to be construed with any other agreement or
arrangement, written or oral, between the Parties, except as may otherwise be expressly set forth herein or therein. 
  
 (c) Construction and Interpretation. No Party will be deemed to be the draftsman hereof. Accordingly, neither this Lease nor any uncertainty or
ambiguity herein will be conclusively construed or resolved against any Party hereto, whether under any rule of construction or otherwise. This Lease has been reviewed, negotiated and accepted by all Parties. All references to “Licensee”
and “Lessee” in this Lease apply on a market-specific basis to each of the Licensees listed in Schedule 1 hereto. Each of the rights and obligations hereunder in any market covered by a License are independent of those applicable in any
other market. 
  
 (d) Amendments and Waivers. No
alteration, modification or change of this Lease shall be valid except by an agreement in writing executed by the Parties hereto. Except as 
  

 11 







 otherwise expressly set forth herein, no failure or delay by any Party hereto in exercising any right, power or privilege
hereunder (and no course of dealing between or among any of the Parties) shall operate as a waiver of any such right, power or privilege. No waiver of any default on any one occasion shall constitute a waiver of any subsequent or other default. No
single or partial exercise of any such right, power or privilege shall preclude the further or full exercise thereof. 
  
 (e) Assignment/Sublease. Either Party may assign or transfer this Lease, or the rights and obligations hereunder, to an Affiliate of the assigning
or transferring Party, provided that (a) the assignee or transferee agrees in writing to be bound by all of the terms and conditions of the assigning or transferring Party, and (b) the assigning or transferring Party gives written notice of the
assignment or transfer to the other Party to this Lease. Neither Party may assign or transfer this Lease, or the rights and obligations hereunder, nor may Lessee sublease, to an unaffiliated third party unless (w) the other Party consents to such
assignment in writing, which consent shall not be unreasonably withheld, (x) all requisite government approvals to the assignment or transfer (including but not limited to the approval of the FCC if necessary) have been received, and (y) the
assignee or transferee agrees in writing to be bound by all of the terms and conditions of the assigning or transferring Party, and (z) the assigning or transferring Party gives written notice of the assignment or transfer to the other Party to this
Lease. Subject to the foregoing, this Lease shall be binding upon and shall inure to the benefit of the Parties and their respective successors, transferees and assigns. In the event of a valid assignment or sublease, Licensee and the
assignee/sublessee shall timely prepare and file the appropriate FCC application or notification consistent with applicable requirements of the Communications Laws, and any such assignment or sublease shall not become effective until any required
FCC consents have been obtained or the applicable waiting periods, if any, have elapsed. Notwithstanding anything to the contrary in this Lease, in no event shall Licensee be deemed to have consented to an assignment or sublease: (i) not in
compliance with the Communications Laws and any other applicable laws; (ii) made to a person or entity that is ineligible or unqualified to enter into a spectrum leasing arrangement under the Communications Laws; or (iii) made to a person or entity
not in privity with Licensee. Any assignment or sublease shall be null and void if it is in violation of any of the foregoing restrictions. For purposes hereof, “Affiliate” shall mean, with respect to any Person, any other Person that,
directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first-named Person. The term “control” (including, with correlative meanings, the terms “controlled by”
and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting
securities or other ownership interest, by contract or otherwise. 
  
 (f) Governing Law. THIS LEASE SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF). THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO
THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED WITHIN THE STATE OF DELAWARE FOR ANY ACTION OR PROCEEDING IN RESPECT OF ANY CLAIM ARISING OUT OF OR RELATED TO THIS LEASE OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREE THAT SUCH
COURTS SHALL BE AN APPROPRIATE FORUM WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT 
  

 12 







 PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
DISPUTE BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH OF THE PARTIES HERETO AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. 
  
 (g) Notices. All notices,
demands and requests required or permitted to be given under the provisions of this Lease shall be (i) in writing, (ii) sent by facsimile (with receipt personally confirmed by telephone), delivered by personal delivery, or sent by commercial
delivery service or certified mail, return receipt requested, (iii) deemed to have been given on the date telecopied with receipt confirmed, the date of personal delivery, or the date set forth in the records of the delivery service or on the return
receipt, and (iv) addressed as follows: 
  
 If to Licensee
(and to Lessee prior to the First Closing): 
  
 Cingular Wireless LLC 
 5565 Glenridge Connector 
 Atlanta, GA 30342 
 Attention: General Counsel 
 Telecopy: (404) 236-6145 
 Telephone: (404) 236-6000 
  
 with a copy (which shall not alone constitute notice) to: 
  

Wilkinson Barker Knauer, LLP 
 2300 N Street, NW, Suite 700 
 Washington, DC 20037 
 Attention: Jonathan V. Cohen 
 Telecopy: (202) 783-5851 
 Telephone: (202) 783-4141 
  
 If to Lessee (from and after the First Closing): 
  
 Triton PCS Holdings, Inc. 
 1100 Cassatt Road 
 Berwyn, PA 19312 
 Attention: Legal Department 
 Telecopy: (610) 722-4288 
 Telephone: (610) 722-4280 
  
 with a copy (which shall not alone constitute notice) to: 
  
 Dow, Lohnes & Albertson, PLLC 
 1200 New Hampshire Avenue, NW 
 Washington, DC 20036 
 Attention: Leonard J. Baxt 
 Telecopy: (202) 776-2222 
 Telephone: (202) 776-2528 
  

 13 







 (h) Expenses. Except as otherwise expressly provided in this Lease or any other agreement or
instrument between the Parties or their affiliates, each Party shall bear its respective expenses (including, but not limited to, all compensation and expenses of counsel, financial advisors, consultants, actuaries and independent accountants)
incurred in connection with the drafting, execution and performance of this Lease. All filing fees required to be paid to the FCC or any other governmental authority in connection with the performance of this Lease shall be borne by Lessee.

  
 (i) Partial Invalidity. If any provision of this Lease
or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Lease and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law. Upon such determination that any term or other provision is invalid or unenforceable, the Parties hereto shall negotiate in good faith to modify this Lease so as to effect the original intent of the
Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible. 
  
 (j) Waiver of Jury Trial. Each Party waives its right to a jury trial in any court action arising between the Parties, whether under or otherwise
related to this Lease, and whether made by claim, counterclaim, third-party claim or otherwise. 
  
 (k) Counterparts. This Lease may be executed and delivered (including by facsimile transmission) in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. 
  
 (l) Headings. The headings of the articles and sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Lease.

  
 (m) Confidentiality; No Public Announcement. No Party
shall, without the approval of the other, make any press release or other public announcement concerning the transactions contemplated by this Lease or disclose the terms and conditions of this Lease to any third party, except as and to the extent
that any such Party shall be so obligated by law or regulation, in which case the other Party shall be advised and the Parties shall use their reasonable efforts to cause a mutually agreeable release or announcement to be issued, provided, that the
foregoing shall not preclude communications or disclosures necessary to implement or comply with the provisions of this Lease or to comply with accounting or Securities and Exchange Commission disclosure obligations or applicable FCC disclosure
obligations. 
  

 14 







 (n) Force Majeure. Neither Party shall be liable for any delay or failure in performance of any
part of this Lease where such failure or delay is caused by force majeure, as defined under the law controlling this Lease, including, without limitation, acts of nature, acts of civil or military authority, government regulations, embargoes,
epidemics, terrorist acts, war, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, work stoppages, cable cuts, power blackouts, volcanic action, other major environmental disturbances, or unusually severe weather
conditions. In such event, the Party whose performance fails or is delayed shall, upon giving prompt notice to the other Party, be excused from such performance on a day-to-day basis to the extent of such interference (and the other Party shall
likewise be excused from performance of its obligations on a day-to-day basis to the extent such Party’s obligations are related to the performance so interfered with). The Party whose performance fails or is delayed shall use its commercially
reasonable efforts to avoid or remove the cause of nonperformance and both Parties shall proceed to perform with dispatch once the causes of the failure or the delay are removed or cease. Notwithstanding the preceding paragraph, no delay or other
failure to perform shall be excused pursuant to this section by the acts or omissions of a Party’s subcontractors, materialmen, suppliers, or other third persons providing products or services to such Party, unless such acts or omissions are
themselves the product of a force majeure condition, and unless such delay or failure and the consequences thereof are beyond the reasonable control and without the fault or negligence of the Party claiming excusable delay or other failure to
perform. 
  
 (o) Relationship. Nothing in this Lease shall
be construed to render Licensee and Lessee partners or joint venturers or to impose upon any of them any liability as such. Additionally, nothing in this Lease shall be construed to render Lessee (including any of its employees or contractors) an
agent or employee of Licensee, or render Licensee (including any of its employees or contractors) an agent or employee of Lessee. 
  
 [Signature page follows] 
  

 15 







 IN WITNESS WHEREOF, each of the Parties hereto has duly executed this Spectrum Manager Lease as of
the date first written above. 
  

			
	TELECORP COMMUNICATIONS, LLC
		
	By:	 	Cingular Wireless LLC, Its Manager
		
	By	 	 /s/ Sean P. Foley


	Name:	 	Sean P. Foley
	Title:	 	Vice President, Treasurer and
	 	 	Corporate Development
	
	AWS NETWORK NEWCO, LLC
		
	By:	 	New Cingular Wireless PCS LLC, Its Member
		
	By	 	 /s/ Sean P. Foley


	Name:	 	Sean P. Foley
	Title:	 	Vice President – Treasurer


  

 16 







 SCHEDULE 1 
  

FCC License 
  

											
	Call Sign

	 	License Areas (BTA)

	 	 Block/
 MHz

	 	 Frequencies
 (MHz)

	 	Grant Date

	 	Expiration
Date


	WPOK287	 	San Juan, PR (488)
Mayaguez/Aguadilla-Ponce, PR (489)	 	A/20	 	1850-1860/
1930-1940	 	04/07/1999	 	06/23/2005

  
 Leased
Spectrum 
  

							
	Call Sign

	 	License Areas (BTA)

	 	 Block/
 MHz

	 	 Frequencies
 (MHz)


	From WPOK287	 	San Juan, PR (488)
Mayaguez/Aguadilla-Ponce, PR (489)	 	A/10	 	1855-1860/
1935-1940

  

 17