**Exhibit 10.3.4**

 

**ADDENDUM VII**

**TO**

**SPRINT PCSMANAGEMENT AGREEMENT**

 
| **Manager:**      | ** ** | **Horizon Personal Communications, Inc.**                                    |
|-------------------|------------|------------------------------------------------------------------------------|
| ** **        | ** ** | ** **                                                                   |
| **Service Area:** | ** ** | **Athens, OH BTA**                                                           |
|              |       | **Charleston, WV BTA**                                                       |
|              |       | **Chillicothe, OH BTA**                                                      |
|              |       | **Huntington, WV -Ashland, KY BTA**                                          |
|              |       | **Parkersburg, W V - Marietta, OH BTA**                                      |
|              |       | **Portsmouth, OH BTA**                                                       |
|              |       | **Zanesville -  Cambridge, OH BTA**                                          |
|              |       | **Danville, VA  BTA**                                                        |
|              |       | **Lynchburg,  VA BTA**                                                       |
|              |       | **Martinsville,  VA BTA**                                                    |
|              |       | **Roanoke, VA BTA**                                                          |
|              |       | **Staunton-Waynesboro, VA BTA**                                              |
|              |       | **Bluefield, VA BTA**                                                        |
|              |       | **Beckley,  WV BTA**                                                         |
|              |       | **Kingsport, Johnson City, Bristol, TN BTA**                                 |
|              |       | **Willamson-Pikeville, WV BTA**                                              |
|              |       | **Logan, WV BTA**                                                            |
|              |       | **Cumberland, MD BTA**                                                       |
|              |       | **Fairmont,  WV BTA**                                                        |
|              |       | **Morgantown, WV BTA**                                                       |
|              |       | **Clarksburg, WV BTA**                                                       |
|              |       | **Cincinnati, OH BTA (counties of Adams, Brown,  Highland, Mason)**          |
|              |       | **Canton-New Philadelphia, OH BTA (Coshocton County  only)**                 |
|              |       | **Charlottesville,  VA BTA**                                                 |
|              |       | **Ashtabula,  OH BTA**                                                       |
|              |       | **DuBois-Clearfield, PA BTA**                                                |
|              |       | **Erie, PA BTA**                                                             |
|              |       | **Jamestown, Warren, Dunkirk, PA BTA**                                       |
|              |       | **Meadville, PA BTA**                                                        |
|              |       | **Oil City-Franklin, PA, BTA**                                               |
|              |       | **Olean, NY, Bradford, PA BTA**                                              |
|              |       | **Pottsville, PA BTA**                                                       |
|              |       | **Sharon, PA BTA**                                                           |
|              |       | **Scranton, Wilkes-Barre, PA BTA**                                           |
|              |       | **State College, PA BTA**                                                    |
|              |       | **Stroudsburg, PA BTA**                                                      |
|              |       | **Sunbury-Shamokin, PA BTA**                                                 |
|              |       | **Williamsport, PA BTA**                                                     |
|              |       | **Allentown, PA BTA, only the county of Carbon**                             |
|              |       | **New York, NY BTA, only the counties of Sussex and  Pike**                  |
|              |       | **Knoxville, TN BTA, only the counties of Hamblen and  Jefferson (partial)** |

 

ThisAddendum VII (this “Addendum”), dated as of June 16, 2004, containscertain additional and supplemental terms and provisions to that certain SprintPCS Management Agreement entered into as of June 8, 1998 by the sameparties as this Addendum, which Management Agreement was further

 

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amended by that certainAddendum I entered into as of June 8, 1998, Addendum II entered into as ofAugust 12, 1999, Addendum III entered into as of May 19, 2000, Addendum IVentered into as of June 1, 2000, Addendum V entered into as of June l,2001 and Addendum VI entered into as of August 16, 2001 (the ManagementAgreement, as amended by Addenda I, II, III, IV, V and VI being the “ManagementAgreement”). The terms and provisions of this Addendum control, supersede andamend any conflicting terms and provisions contained in the ManagementAgreement. Except for express modifications made in this Addendum, theManagement Agreement continues in full force and effect, including, but notlimited to, the force majeure provision.

 

Capitalized terms used and not otherwise defined inthis Addendum have the meanings ascribed to them in the Management Agreement. Section andExhibit references are to Sections of, and Exhibits to, the ManagementAgreement, unless otherwise noted.

 

The Management Agreement is modified as follows:

 

1.                                       **Option Sites**. Pursuant to the Management Agreement (as modified by the letteragreement between the parties, dated March 12, 2003 (the “May 2003Agreement”)), Manager currently has an obligation under the ManagementAgreement to build out the 4 cell sites described in the attached Exhibit A(the “Option Sites”).  Sprint PCS waivesits right to require Manager to complete construction of the Option Sites.  Sprint PCS may elect to build out or allowother Related Parties, affiliates or managers to build out all or any of theOption Sites by providing written notice to Manager.  If Sprint PCS elects to build out or allowothers to build out all or any of the Option Sites, the Service Area Exhibitattached to the Management Agreement will be amended to delete the portions ofthe Service Area(s) associated with the Option Sites, as determined in themanner set forth on Exhibit A of this Addendum. Manager agrees to reasonably cooperate with Sprint PCS to coordinate theintegration of any Option Site that Sprint builds out or allows others to buildout into the Sprint PCS network (with out-of-pocket expenses to be paid orreimbursed by Sprint) and to provide at no cost to the party building out anyOption Site, upon request, all surveys, reports, permits and leases (if suchparty agrees to assume the obligations under such leases) that Manager hasrelating to the Option Site.  Prior toSprint PCS electing to build out or to allow other Related Parties oraffiliates or managers to build out all or any of the Option Sites, Managershall have until August 31, 2004 to elect, in writing, to build out theOption Sites.  If Manager elects to buildout the Option Sites and provides such written notice within such time period,Manager will become obligated to complete the construction of the Option Siteson or before March 31, 2005, in accordance with the Management Agreement,to the same extent as all other required cell sites in Horizon’s Service Area.

 

2.                                       **Omitted Sites**. Manager currently has an obligation under the Management Agreement (asmodified by the May 2003 Agreement) to build out the 9 cell sites described inthe attached Exhibit B (the “Omitted Sites”). Sprint PCS waives its right to require that Manager completeconstruction of the Omitted Sites.

 

3.                                       **Replacement of Build Out Plan**.  The Build-out Plan currently attached to theManagement Agreement is hereby deleted in its entirely and replaced with theBuild-out Plan attached to this Addendum as Exhibit C. The revised Build OutPlan deletes both the Option Sites and the Omitted Sites.  Sprint PCS hereby acknowledges and agreesthat Manager has satisfied all of its required network build-out requirementsunder Exhibit 2.1 of the Management Agreement, as modified by the May 2003Agreement and this Addendum.

 

4.                                       **Deletion of nTelos Service Areas**. Sprint Spectrum L.P. (“SSLP”) and Manager entered into an Asset PurchaseAgreement, dated as of May 12, 2004  (“PurchaseAgreement”), which provided, among other things, that SSLP would purchasecertain assets of Manager located in or associated with the nTelos Service Area(as defined in the Purchase Agreement). On completion of the transaction described in the Purchase Agreement,the Service Area Exhibit

 

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attached to theManagement Agreement is automatically amended to delete the Service Areasassociated with the nTelos Service Area, as shown on Exhibit D to thisAddendum.

 

5.                                       **Counterparts.** This Addendum may be executed in two or morecounterparts, each of which shall constitute an original but all of which whentaken together shall constitute but one agreement.

 

IN WITNESS WHEREOF, the parties have caused theirduly authorized representatives to execute this Addendum as of the date firstabove written.

 
|   |   | HORIZON PERSONAL

COMMUNICATIONS,  INC.   |
|--------|--------|-------------------------------------------|
|   |   |                                      |
|   |   |                                      |
|   |   | By:                                       |       /s/ Alan G. Morse |   |
|   |   | Alan G. Morse                             |
|   |   | Chief Operating Officer                   |
|   |   | Horizon Personal  Communications, Inc.    |
|   |   |                                      |
|   |   |                                      |
|   |   | SPRINT SPECTRUM L.P.                      |
|   |   |                                      |
|   |   |                                      |
|   |   | By:                                       |          /s/ David B.  Bottoms |   |
|   |   | David B. Bottoms                          |
|   |   | Vice President – Strategic Alliances |
|   |   |                                      |
|   |   |                                      |
|   |   | SPRINTCOM, INC.                           |
|   |   |                                      |
|   |   |                                      |
|   |   | By:                                       |        /s/ David B. Bottoms |   |
|   |   | David B. Bottoms                          |
|   |   | Vice President – Strategic Alliances |
|   |   |                                      |
|   |   |                                      |
|   |   | SPRINT COMMUNICATIONS COMPANY L.P.        |
|   |   |                                      |
|   |   |                                      |
|   |   | By:                                       |        /s/ William White |   |
|   |   | Bill White                                |
|   |   | Vice President – Communications      |
|        |        |                                           |  |  |  |

 

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**EXHIBIT A**

 

**OPTION SITES**

 
| **Cascade ID** | ** ** | **City, State** | ** ** | **Service Area*** | ** ** | **Site Latitude** | ** ** | **Site Longitude** | ** ** |
|----------------|------------|-----------------|------------|-------------------|------------|-------------------|------------|--------------------|------------|
|           |       |            |       |              |       |              |       |               |       |
| NY33HO003      |       | Hopatcong, NJ   |       | NY/NY BTA         |       | 40.9336           |       | -74.6539           |       |
| NY33HO004      |       | Andover, NJ     |       | NY/NY BTA         |       | 40.9661           |       | -74.6553           |       |
| NY33HO007      |       | Lafayette, NJ   |       | NY/NY BTA         |       | 41.0008           |       | -74.6636           |       |
| NY33HO019      |       | Vernon, NJ      |       | NY/NY BTA         |       | 41.2175           |       | -74.4844           |       |

 

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*If Sprint PCS builds out any Option Site, the parties agree todetermine, in good faith, the portions of the Service Area to be deleted fromthe Service Area Exhibit.  The portionsof the Service Area to be deleted will be the coverage areas provided by any OptionSite that is built out.  Once such build-outis complete, the parties agree to more specifically define the change to theService Area Exhibit.

 

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**EXHIBIT B**

 

**OMITTEDSITES**

 
| **Cascade ID** | ** ** | **City, State**          | ** ** | **Site Latitude** | ** ** | **Site Longitude** | ** ** |
|----------------|------------|--------------------------|------------|-------------------|------------|--------------------|------------|
|           |       |                     |       |              |       |               |       |
| NY33HO020      |       | Sussex Township,  NJ     |       | 41.2036           |       | -74.6065           |       |
| NY33HO023      |       | Wantage, NJ              |       | 41.2756           |       | -74.6511           |       |
| NY33HO050      |       | Convington  Township. PA |       | 41.287            |       | -75.5118           |       |
| NY44HO507      |       | Bloomsburg, PA           |       | 41.0265           |       | -76.4565           |       |
| NY33HO054      |       | Pocono Summit,  PA       |       | 41.1114           |       | -75.3917           |       |
| PL44HO200      |       | Muncy, PA                |       | 41.2465           |       | -76.8552           |       |
| PL44HO219      |       | Mill Hall, PA            |       | 41.1197           |       | -77.4875           |       |
| PL33HO168      |       | Schuylkill  Haven, PA    |       | 40.6121           |       | -76.1823           |       |
| BU33HO353      |       | Fredonia, NY             |       | 42.4547           |       | -79.3536           |       |

 

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**EXHIBIT C**

 

**BUILD OUTPLAN**

 

**Thefollowing cell sites and the associated coverage areas located in the NY/NY BTAhave been eliminated from Manager’s required network build outobligations.  The remainder of Exhibit Ccontained in the May 2003 Agreement will remain as previously stated.**

 
| **Cascade ID** | ** ** | **City, State**          | ** ** | **BTA** | ** ** | **Site Latitude** | ** ** | **Site Longitude** | ** ** |
|----------------|------------|--------------------------|------------|---------|------------|-------------------|------------|--------------------|------------|
|           |       |                     |       |    |       |              |       |               |       |
| NY33HO020      |       | Sussex Township,  NJ     |       | NY/NY   |       | 41.2036           |       | -74.6065           |       |
| NY33HO023      |       | Wantage, NJ              |       | NY/NY   |       | 41.2756           |       | -74.6511           |       |
| NY33HO050      |       | Convington  Township. PA |       | NY/NY   |       | 41.287            |       | -75.5118           |       |
| NY44HO507      |       | Bloomsburg, PA           |       | NY/NY   |       | 41.0265           |       | -76.4565           |       |
| NY33HO054      |       | Pocono Summit,  PA       |       | NY/NY   |       | 41.1114           |       | -75.3917           |       |
| PL44HO200      |       | Muncy, PA                |       | NY/NY   |       | 41.2465           |       | -76.8552           |       |
| PL44HO219      |       | Mill Hall, PA            |       | NY/NY   |       | 41.1197           |       | -77.4875           |       |
| PL33HO168      |       | Schuylkill  Haven, PA    |       | NY/NY   |       | 40.6121           |       | -76.1823           |       |
| BU33HO353      |       | Fredonia, NY             |       | NY/NY   |       | 42.4547           |       | -79.3536           |       |
| NY33HO003      |       | Hoptacong, NJ            |       | NY/NY   |       | 40.9336           |       | -74.6539           |       |
| NY33HO004      |       | Andover, NJ              |       | NY/NY   |       | 40.9661           |       | -74.6553           |       |
| NY33HO007      |       | Lafayette, NJ            |       | NY/NY   |       | 41.0008           |       | -74.6636           |       |
| NY33HO019      |       | Vernon, NJ               |       | NY/NY   |       | 41.2175           |       | -74.4844           |       |

 

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**EXHIBIT D**

 

**DELETEDNTELOS SERVICE AREA**

 

| **BTA**                                                                                     |
|---------------------------------------------------------------------------------------------|
| HUNTINGTON, WV –  ASHLAND, KY BTA (except Ironton, OH 740 and Gallipolis, Oh 740 CSAs) |
| BECKLEY, WV                                                                                 |
| BLUEFIELD, WV                                                                               |
| CLARKSBURG, WV                                                                              |
|                                                                                        |
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| FAIRMONT, WV                                                                                |
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| MORGANTOWN, WV                                                                              |
| CHARLESTON, WV                                                                              |
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| LYNCHBURG, VA                                                                               |
| CHARLOTTESVILLE, VA                                                                         |
| DANVILLE, VA                                                                                |
| ROANOKE, VA                                                                                 |
|                                                                                        |
| MARTINSVILLE, VA                                                                            |
|                                                                                        |
|                                                                                        |
|                                                                                        |
|                                                                                        |
| STAUNTON–WAYNESBORO, VA BTA                                                            |

 

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