##### 



EXHIBIT 10.7
 AMENDMENT NO. 1
TO
T-MOBILE USA, INC. SERVICES AGREEMENT
CALL CENTER SERVICES
 th th
    I Amendment
 A. Description of Services and Specifications:
 Hours of
    
    CommencementOperation
    
    Date forLine of Business
    
    AHT
    
    Site
    
    Pacific Time
    
    Adjusted Hours
    
    TermActivations 
English-261
    
    [*]
    
    Alexandria,
Louisiana
    
    [*]
    
    10-1-2007
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkConsumer Credit 
English-281
    
    [*]
    
    Alexandria,
Louisiana
    
    [*]
    
    2-24-2008
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkTMTG-English-247
    
    [*]
    
    Alexandria,
Louisiana
    
    [*]
    
    2-24-2008
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkWLNP Inbound-
English-727
    
    [*]
    
    Alexandria,
Louisiana
    
    [*]
    
    2-24-2008
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of Work
 AMENDMENT NO. 1 TO T-MOBILE USA, INC. 
SERVICES AGREEMENT
    
    T-Mobile USA Confidential
  1




---



##### 



EXHIBIT 10.7
 Hours of
    
    CommencementOperation
    
    Date forLine of Business
    
    AHT
    
    Site
    
    Pacific Time
    
    Adjusted Hours
    
    TermWLNP 
Inbound-Spanish-747
    
    [*]
    
    Alexandria,
Louisiana
    
    [*]
    
    2-24-2008
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkExtreme 
Roamers-615, 616 *
    
    [*]
    
    Alexandria,
Louisiana
    
    [*]
    
    11-28-2007
    
    November 28, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkT-Mobile
@Home-Offline *
    
    [*]
    
    Alexandria,
Louisiana
    
    [*]
    
    4-27-2008
    
    April 27, 2008
until terminated
pursuant to Section
B(2) of this
Statement of WorkActivations 
Spanish-215
    
    [*]
    
    Big Spring, Texas
    
    [*]
    
    10-1-2007
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkConsumer Credit 
Spanish-284
    
    [*]
    
    Big Spring, Texas
    
    [*]
    
    2-24-2008
    
    February 24, 2008
until terminated
pursuant to Section
B(2) of this
Statement of WorkTMTG-English-247
    
    [*]
    
    Big Spring, Texas
    
    [*]
    
    2-24-2008
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkTMTG Spanish-245
    
    [*]
    
    Big Spring, Texas
    
    [*]
    
    10-1-2007
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkActivations 
English-261
    
    [*]
    
    Kingston, Ontario,
Canada
    
    [*]
    
    10-1-2007
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkActivations Offline
    
    [*]
    
    Kingston, Ontario,
Canada
    
    [*]
    
    10-1-2007
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkBusiness Care-250, 
251
    
    [*]
    
    Kingston, Ontario,
Canada
    
    [*]
    
    10-1-2007
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkConsumer 
Credit-English-281
    
    [*]
    
    Kingston, Ontario,
Canada
    
    [*]
    
    2-24-2008
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of Work
 AMENDMENT NO. 1 TO T-MOBILE USA, INC. 
SERVICES AGREEMENT
    
    T-Mobile USA Confidential
  2




---



##### 



EXHIBIT 10.7
 Hours of
    
    CommencementOperation
    
    Date forLine of Business
    
    AHT
    
    Site
    
    Pacific Time
    
    Adjusted Hours
    
    TermWLNP Inbound-
English-727
    
    [*]
    
    Kingston, Ontario,
Canada
    
    [*]
    
    2-24-2008
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkWLNP 
Inbound-Spanish-747
    
    [*]
    
    Kingston, Ontario,
Canada
    
    [*]
    
    2-24-2008
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkT-Mobile
@Home-Offline *
    
    [*]
    
    Kingston, Ontario,
Canada
    
    [*]
    
    2-21-2008
    
    February 21, 2008
until terminated
pursuant to Section
B(2) of this
Statement of WorkMSISDN-19 *
    
    [*]
    
    Kingston, Ontario,
Canada
    
    [*]
    
    2-25-2008
    
    February 25, 2008
until terminated
pursuant to Section
B(2) of this
Statement of WorkActivations-English-
261
    
    [*]
    
    Sarnia, Ontario,
Canada
    
    [*]
    
    10-1-2007
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkBusiness Care-250, 
251
    
    [*]
    
    Sarnia, Ontario,
Canada
    
    [*]
    
    10-1-2007
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkConsumer 
Credit-English-281
    
    [*]
    
    Sarnia, Ontario,
Canada
    
    [*]
    
    2-24-2008
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkBusiness Care-250, 
251
    
    [*]
    
    Petersburg, Virginia
    
    Hours of operation
to be determined by
written agreement
of the parties.
    
    10-1-2007
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkGeneral Customer 
Care-501
    
    [*]
    
    Petersburg, Virginia
    
    [*]
    
    2-24-2008
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkSMAX-248
    
    [*]
    
    Petersburg, Virginia
    
    [*]
    
    2-24-2008
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkFlexPay-232
    
    [*]
    
    Petersburg, Virginia
    
    [*]
    
    2-24-2008
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of Work
 AMENDMENT NO. 1 TO T-MOBILE USA, INC. 
SERVICES AGREEMENT
    
    T-Mobile USA Confidential
  3




---



##### 



EXHIBIT 10.7
 Hours of
    
    CommencementOperation
    
    Date forLine of Business
    
    AHT
    
    Site
    
    Pacific Time
    
    Adjusted Hours
    
    TermGeneral Customer 
Care-501
    
    [*]
    
    Victoria,
Texas
    
    [*]
    
    2-24-2008
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkSMAX-248
    
    [*]
    
    Victoria,
Texas
    
    [*]
    
    2-24-2008
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of WorkFlexPay-232
    
    [*]
    
    Victoria,
Texas
    
    [*]
    
    2-24-2008
    
    October 1, 2007
until terminated
pursuant to Section
B(2) of this
Statement of Work
 Section
5
 II. Amendment
 A. Rate Chart.
 %Offeredto
    
    
    
    Hol/OT
    
    Adj
    
    weeklyForecast
    
    Reg
    
    (133%)
    
    SL
    
    staffing[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    PPM LOBs[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Activations - English[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    T-Mobile to Go - English[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    WLNP - English[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Smart Access/FlexPay[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Business Care[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    General Care[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Tier 1 Technical Care[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Tier 2 Technical Care[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Extreme Roamers[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Hourly LOBs[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Activations - Offline[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Activations Data Entry[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    WLNP - Casework[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Business Care - Offline[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Technical Care - Offline
 AMENDMENT NO. 1 TO T-MOBILE USA, INC. 
SERVICES AGREEMENT
    
    T-Mobile USA Confidential
  4




---



##### 



EXHIBIT 10.7
 %Offeredto
    
    
    
    Hol/OT
    
    Adj
    
    weeklyForecast
    
    Reg
    
    (133%)
    
    SL
    
    staffing[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    T-Mobile @Home- Offline[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    MSISDN[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Price Points
    
    Multiplier
    
    Price[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Bilingual multiplier
    
    [*]
    
    [*]
    
    per minute[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    OT/Holiday multiplier
    
    [*]
    
    [*]
    
    per minute[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    NH training
    
    -
    
    [*]
    
    per hour[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Continuing ed training
    
    -
    
    [*]
    
    per hour[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Conversion training (90/20)
    
    -
    
    [*]
    
    per hour[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Conversion training (80/40)
    
    -
    
    [*]
    
    per hour[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Non-standard report development
    
    -
    
    [*]
    
    per hour[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Data input of downtime forms
    
    -
    
    [*]
    
    per hour[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    
    
    
    
    
    
    
    
    Hol/OT
    
    Price[*]
    
    [*]
    
    [*]
    
    at goal
    
    [*]
    
    Hourly US
    
    
    
    [*]
    
    per hour
    
    [*]
    
    [*]Hourly CAN
    
    
    
    [*]
    
    per hour
    
    [*]
    
    [*]Base Rate
    
    [*]
    
    
    
    
    
    
    
    CAN Hourly Technical Care -
Offline
    
    
    
    [*]
    
    per hour
    
    [*]
    
    [*]Factor by Min
    
    [*]
    
    
    
    
    
    
    
    US Hourly Technical Care - Offline
    
    
    
    [*]
    
    per hour
    
    [*]
    
    [*]CAN Hourly Activations Data Entry
    
    
    
    [*]
    
    per hour
    
    [*]
    
    [*]US Hourly Activations Data Entry
    
    
    
    [*]
    
    per hour
    
    [*]
    
    [*]
 Amendment Date
 Order of Precedence
 Ratification
 Counterparts
 Definitions
 [Signatures to follow on next page.]
 AMENDMENT NO. 1 TO T-MOBILE USA, INC. 
SERVICES AGREEMENT
    
    T-Mobile USA Confidential
  5




---



##### 



EXHIBIT 10.7
  PROVIDER
    
    T-MOBILE USA, INC.By:
    
    /s/ Patrick Hayes
    
    By:
    
    /s/ Betty JonesName:
    
    Patrick M. Hayes
    
    Name:
    
    Betty JonesTitle:
    
    COO
    
    Title:
    
    Vice President, Customer CareDate Signed:
    
    24 Mar 08
    
    Date Signed:
    
    3/18/08
 AMENDMENT NO. 1 TO T-MOBILE USA, INC. 
SERVICES AGREEMENT
    
    T-Mobile USA Confidential
  6