ex10_42.htm



    
      

    

    Exhibit
10.42


    
      Addendum
IX

      to

      Sprint
PCS Management Agreement


       

      Dated as
of April 14, 2009

       

       

      Manager:               SHENANDOAH
PERSONAL COMMUNICATIONS COMPANY

      


       

      
        	
                Service
      Area BTAs:

              	
                Altoona,
      PA #12

              


      

      Hagerstown,
MD-Chambersburg, PA-Martinsburg, WV #179 

      Harrisburg,
PA #181 

      Harrisonburg,
VA #183

      Washington,
DC (Jefferson County, WV only) #471 

      Winchester,
VA #479 

      York-Hanover,
PA #483

       

      This
Addendum IX (this "Addendum") contains amendments to the Sprint PCS Management
Agreement, dated November 5, 1999, between Sprint Spectrum L.P., WirelessCo,
L.P., APC PCS, LLC, PhillieCo, L.P., Sprint Communications Company L.P. and
Shenandoah Personal Communications Company (the "Management Agreement.) The
Management Agreement was amended by:

       

      
        
          	
                	
                  (1) 

                	
                  Addendum
      I dated as of November
5,1999,

                


        

      

       

      
        
          	
                	
                  (2) 

                	
                  Addendum
      II dated as of August 31, 2000,

                


        

         

      

      
        
          	
                	
                  (3) 

                	
                  Addendum
      III dated as of September 26, 2001,

                


        

         

      

      
        
          	
                	
                  (4) 

                	
                  Addendum
      IV dated as of May 22, 2003,

                


        

         

      

      
        
          	
                	
                  (5) 

                	
                  Addendum
      V dated as of January 30, 2004,

                


        

         

      

      
        
          	
                	
                  (6) 

                	
                  Addendum
      VI dated as of May 24, 2004,

                


        

         

      

      
        
          	
                	
                  (7) 

                	
                  Addendum
      VII dated as of March 13, 2007, and

                


        

         

      

      
        
          	
                	
                  (8) 

                	
                  Addendum
      VIII dated as of September 28,
2007.

                


        

      

       

      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 or the Schedule of Definitions. The Management
Agreement, the Services Agreement, the Trademark License Agreements, the
Schedule of Definitions and all prior addenda continue in full force and effect,
except for the 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.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      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.

       

      This
Addendum is effective on January 1, 2009 (the "Effective Date").

       

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

       

      1.            
Sprint
PCS has built a cell site in the Service Area near Shepherdstown, West Virginia.
Sprint PCS and Manager want to delete the area around that cell site from the
Service Area. As of the Effective Date, the narrative description and the
coverage maps attached to this Addendum as Exhibit 2.1 supersede the narrative
description and coverage maps of Exhibit 2.1 attached to Addendum III of the
Management Agreement and supplemented on July 17th,
2002 by a supplemental Build-out Plan Description and a new Build-out Plan Map.
The table portion of Exhibit 2.1 attached to Addendum III of the Management
Agreement is not being updated.

       

      2.            
The
following paragraphs are added as the second and third paragraphs of Section 3.1
of the Management Agreement:

       

      EVDO
Products and Services and Q-Chat Products and Services have not been designated
as a Sprint PCS Products and Services since Sprint PCS has not at this time
required that Manager and the Other Managers provide such services. Sprint PCS
reserves the right to designate EVDO Products and Services and Q-Chat Products
and Services as Sprint PCS Products and Services. Manager may elect to provide
EVDO Products and Services in portions of the Service Area and, after Sprint PCS
launches Q-Chat Products and Services, Manager may also elect to provide Q-Chat
Products and Services in portions of the Service Area on the terms contained in
this and the next two paragraphs.

       

      Attached
is Schedule 3.1, Optional Table A, which describes certain EVDO Products and
Services and Schedule 3.1 Optional Table B, which describes certain Q-Chat
Products and Services. If Manager elects to provide EVDO Products and Service in
a portion of the Service Area, Manager must provide all the products and
services listed in Optional Table A of Schedule 3.1 in that portion of the
Service Area. If Manager elects to provide Q Chat Products and Services in any
portion of the Service Area, Manager must also provide EVDO Products and Service
in such portion of the Service Area and must provide all the products and
services listed on both Optional Tables A and B of Schedule Exhibit 3.1. Any
products and services listed in Optional Tables A or B of Schedule 3.1 that
Manager is obligated to provide will be treated as if they were Sprint PCS
Products and Services so long as Manager is obligated to provide such products
and services. Sprint PCS may revise Optional Tables A and B of Schedule 3.1 in
the same manner as the Sprint PCS Products and Services listed on Exhibit 3.1
may be revised. Manager's sale of EVDO Products and Services and Q-Chat Products
and Services must comply with any Program Requirements that Sprint PCS may adopt
relating to such products and services and Manager must offer and support all
Sprint PCS pricing plans adopted by Sprint PCS for such services, as provided in
Section 4.4 of this Management Agreement.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      Manager
may not utilize any confidential iDEN subscriber information of Sprint PCS in
connection with the sale of Q-Chat Products and Services and may not engage in
any direct marketing campaigns that are designed specifically to induce those
customers that purchased iDEN Products and Services from Related Parties of
Sprint PCS to switch to Q-Chat Products and Services. Sprint PCS may elect to
brand and market the Q-Chat Products and Service as Nextel Direct Connect or
under any other brand selected by Sprint PCS, and Manager shall have the right
to use the Nextel Direct Connect brand or such other brand as Sprint PCS selects
in connection with such service. If Manager elects to sell Q-Chat Products and
Services, the Trademark License Agreements will be amended to permit Manager to
use the applicable Licensed Marks.

       

      Section
2.3(d)(i) of the Management Agreement is deleted in its entirety and replaced
with the following:

       

      (i)
Sprint PCS may cause Sprint PCS Products and Services to be sold in the Service
Area through the Sprint PCS National Accounts Program Requirement and the Sprint
PCS National or Regional Distribution Program Requirements and may allow its
distributors of iDEN Products and iDEN Services in the Service Area to sell
Sprint PCS Products and Services and, if applicable, EVDO Products and Services
and Q-Chat Products and Services to customers that previously purchased iDEN
Products and/or iDEN Services.

       

      3.             Section
10.2.7 of the Management Agreement is deleted in its entirety and replaced with
the
following:

       

      Manager
will pay the PowerSource Fee for each PowerSource Phone that is activated during
any month in a CSA assigned to the Service Area, regardless of when the
PowerSource Phone is subsequently deactivated (including, specifically, but not
limited to any deactivation arising from an early termination or return of a
phone by a customer or fraudulent sales of PowerSource Phones); provided that
Manager will not pay the Power Source Fee for a PowerSource Phone that is
activated as a replacement for a PowerSource Phone that is damaged or
defective.   The PowerSource Fee will not be reduced by any
Allocated Write Off. Sprint PCS may credit the amounts due to Manager under this
Section 10 for any month by the amount of the PowerSource Fee due to Sprint PCS
or a Related Party for that month.

       

      4.         
   Section 3.2.2(a) of the Services Agreement is deleted in its
entirety and replaced with the following:

       

      (a)           At
any time prior to June 30, 2010, if any party believes in good faith that the
Net Service Fee necessary to (i) permit Sprint PCS to recover its reasonable
costs for providing the Services to Manager and, if applicable, the Other
Managers; (ii) reflect changes in wholesale usage, roaming patterns and travel
patterns in accordance with Section
3.2.2(m); (iii) permit Shentel to recover its reasonable costs of providing tier
1 and tier 2 customer care for IDEN Products and Services pursuant to the
Distribution Agreement and (iv) permit Sprint PCS to recover the costs of
commissions and subsidies paid to distributors of iDEN Products and Services
located in the Service Area that sell Sprint PCS Products and Services, and, if
applicable, EVDO Products and Services and Q-Chat Products and Services to
customers assigned to Manager's CSA (an "Appropriate Net Service Fee") is more
than two (2) full percentage points higher or lower than the Net Service Fee
then in effect, then such party may initiate a review of the Net Service Fee by
delivering written notice (a "Review Notice" and the date upon which such Review
Notice is delivered, the "Review Notice Date") to the other party, including its
proposed Appropriate Net Service Fee. With respect to any Review Notice
delivered by Sprint PCS, Sprint PCS shall include with such delivery copies of
excerpts of such books, records and supporting documentation as may be
reasonably necessary or appropriate for Manager to verify such calculation of
the Appropriate Net Service Fee. For purposes of illustration, in order to
initiate a Review Notice during 2007, Sprint PCS must believe in good faith that
the Appropriate Net Service Fee is greater than 10.8%, and in order to initiate
a Review Notice during 2007, Manager must believe in good faith that the
Appropriate Net Service Fee is less than 6.8%.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      5.        
    The Schedule of Definitions is revised to include the
following:

       

      "EVDO Products and Services"
means all types of categories of wireless products and services that are
enabled by installation of software release EVDO Rev A Release 4 that are
designated for sale by Sprint PCS, excluding, however, Q-Chat Products and
Services.

       

      "Q-Chat Products and Services"
means all types of categories of wireless products and services that are
enabled by installation of software release EVDO Rev A Release 5 that are
designated for sale by Sprint PCS.

       

      6.            
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.

       

      7.            
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.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

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

      


      


      
        	 
      	
                SPRINT
      SPECTRUM L.P.

              
	 
      	 
      	
              	 
      
	 	 	 	 
	 
      	
                By:

              	     /s/ Rob
  Bryant
	 
      	 
      	
                Name:

              	   Rob Bryant
	 
      	 
      	
                Title:

              	  
      VP-Operations
	 
      	 
      	
              	 
      
	 
      	 
      	
              	 
      
	 
      	
                WIRELESSCO,
      L.P.

              
	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	
                By:

              	     /s/ Rob
  Bryant
	 
      	 
      	
                Name:

              	   Rob Bryant
	 
      	 
      	
                Title:

              	  
      VP-Operations
	 
      	 
      	
              	 
      
	 	 	 	 
	 
      	
                APC
      PCS, LLC

              
	 
      	 
      	
              	 
      
	 
      	 
      	
              	 
      
	 
      	
                By:

              	     /s/ Rob
  Bryant
	 
      	 
      	
                Name:

              	   Rob Bryant 
	 
      	 
      	
                Title:

              	  
      VP-Operations
	 
      	 
      	
              	 
      
	 
      	 
      	
              	 
      
	 
      	
                PHILLIECO,
      L.P.

              
	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	
                By:

              	     /s/ Rob
  Bryant
	 
      	 
      	
                Name:

              	  
      Rob Bryant 
	 
      	 
      	
                Title:

              	  
      VP-Operations
	 
      	 
      	
              	 
      
	 
      	 
      	
              	 
      
	 
      	
                SPRINT
      COMMUNICATIONS COMPANY L.P.

              
	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	
                By:

              	     /s/ Rob
  Bryant
	 
      	 
      	
                Name:

              	  
      Rob Bryant 
	 
      	 
      	
                Title:

              	  
      VP-Operations


      

       

       

      
        	 
      	
                SHENANDOAH
      PERSONAL COMMUNICATIONS COMPANY

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	     ILLEGIBLE
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title:

              	 
      


      

       

       

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