Exhibit 10.23 


INTERCONNECTION
&

TRAFFIC EXCHANGE

AGREEMENT


          This
Interconnection, Traffic Exchange, Transport and Termination Agreement
(“Agreement”) is entered as of November 10, 2008 (“Effective Date”), between
Sprint Spectrum L.P., a Delaware limited partnership, as agent and general
partner for APC PCS, LLC., a Delaware
limited partnership, PhillieCo, L.P., a Delaware Limited Partnership, and
SprintCom, Inc., a Kansas Corporation (collectively
“Sprint PCS”), and Nextel Operations, Inc, a Delaware
Corporation, acting in its authority as agent for the benefit of Nextel of
California, Inc., a Delaware corporation, Nextel Communications of the
MidAtlantic, Inc., a Delaware corporation, Nextel of New York, Inc., a Delaware
corporation, Nextel South Corp., a Georgia corporation, Nextel of Texas, Inc.,
a Texas corporation and Nextel West Corp., a Delaware corporation. (collectively “Nextel”), NPCR, Inc. (“Nextel
Partners”), and Sprint Communications Company Limited Partnership, and Sprint
Communications Company, L.P. (“Sprint”) (hereinafter Sprint PCS, Nextel,
Nextel Partners and Sprint collectively
referred to as “Sprint Nextel”), on behalf of themselves, their
subsidiaries and Affiliates and RNK Inc. d/b/a RNK Communications, a
Massachusetts corporation, on behalf of itself and its subsidiaries and
Affiliates providing telecommunications services throughout the United States
(hereinafter collectively referred to as “RNK”). Sprint Nextel and RNK are
further referred to herein individually as a “Party” and collectively as
“Parties”. 


          WHEREAS,
the mutual exchange of Traffic is necessary and desirable; and


          WHEREAS,
the Parties desire to exchange such Traffic in a technically and economically
efficient manner; and 


          WHEREAS,
the Parties desire to interconnect their networks at mutually agreed upon
points of interconnection to provide telecommunications services to their
respective customers; 


          WHEREAS,
the Parties wish to enter into an agreement to establish compensation
arrangements for the exchange of Traffic between their respective
telecommunications networks on terms that are fair and equitable to both
Parties; and


          NOW,
THEREFORE, in consideration of the mutual provisions contained herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, RNK and Sprint Nextel hereby covenant and agree as
follows:


	
  
 	
  
 
	
 1.
 	
 Definitions. Any term used in this
 Agreement that is not specifically defined herein shall have the definition
 assigned to it by the Federal Communications Commission (“FCC”) and federal
 regulations. Any term used in this Agreement that is not defined herein shall
 be interpreted in light of its ordinary meaning and usage, including any
 special or technical meaning or usage which such term may have in the
 telecommunications industry.
 


1

* WE HAVE REQUESTED
      CONFIDENTIAL TREATMENT OF CERTAIN PROVISIONS CONTAINED IN THIS EXHIBIT.
      THE COPY FILED AS AN EXHIBIT OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY
REQUEST.*









	
  
 	
  
 	
  
 
	
  
 	
 1.1.
 	
 “Affiliate” is as defined
 in the Telecommunications Act of 1996 (hereinafter referred to as the “Act”).
 
	
  
 	
  
 	
  
 
	
  
 	
 1.2.
 	
 “Direct Interconnection
 Facility” or “Facility” means a dedicated transport facility that is
 established to connect, and over which Traffic is mutually exchanged between,
 a POI that is designated on one Party’s network and a POI that is designated
 on the other Party’s network.
 
	
  
 	
  
 	
  
 
	
  
 	
 1.3.
 	
 “Data Traffic” means
 internet protocol (“IP”), non-voice traffic that is exchanged between the
 Parties through the use of the public internet subject to IP Peering
 arrangements.
 
	
  
 	
  
 	
  
 
	
  
 	
 1.4.
 	
 [INTENTIONALLY OMITTED] 
 
	
  
 	
  
 	
  
 
	
  
 	
 1.5.
 	
 “Point of Interconnection”
 or “POI” means a technically feasible point identified on a terminating
 Party’s network, or at another designated point of interconnection (e.g., a
 mid-span meet) at which the originating Party’s Traffic is deemed to be
 delivered to the terminating Party. The POI constitutes the mutually agreed
 point of demarcation where one Party’s legal, financial and technical
 responsibility for the establishment, operation and maintenance of facilities
 interconnecting the Parties respective networks ends and the other Party’s
 respective responsibilities for such facilities begins.
 
	
  
 	
  
 	
  
 
	
  
 	
 1.6.
 	
 “Subscriber” means a
 person or business for whom a Party delivers or receives Traffic over Direct
 Interconnection Facilities, provided such Traffic is either a) associated
 with and identifiable by a telephone number associated with the originating
 Party’s OCN assigned to such Party in the Telcordia Local Exchange Routing
 Guide (“LERG”), or b) originated by or terminated to a person that is an
 authorized roamer on either Party’s wireless network, whereupon such Traffic is
 treated as the other Party’s Traffic subject to the terms and conditions of
 this Agreement.
 
	
  
 	
  
 	
  
 
	
  
 	
 1.7.
 	
 [***] 
 
	
  
 	
  
 	
  
 
	
  
 	
 1.8.
 	
 “Transit Traffic” means a
 call that is: a) originated by one Party’s Subscriber that is delivered over
 the Direct Interconnection Facilities to the other Party for further
 transport and termination to a non-Subscriber under this Agreement, or b)
 originated by a non-Subscriber that is transported to one Party who, in turn,
 delivers such call over the Direct Interconnection Facilities to the other
 Party for termination to its Subscriber. 
 
	
  
 	
  
 	
  
 
	
  
 	
 1.9.
 	
 “Wireline Traffic” means a
 call originated by one Party’s Subscriber and terminated to the other Party’s
 Subscriber that is delivered between the Parties over Direct Interconnection
 Facilities, and is not Wireless Traffic.
 
	
  
 	
  
 	
  
 
	
  
 	
 1.10.
 	
 “Wireless Traffic” means a
 call originated by one Party’s Subscriber and terminated to the other Party’s
 Subscriber that is delivered between the Parties’ networks over Direct
 Interconnection Facilities and, in order to originate or terminate the call,
 utilizes either a) licensed radio spectrum or b) a wireless NPA-NXX-XXXX. 
 


2









	
  
 	
  
 	
  
 
	
 2.
 	
 Interconnection and Exchange of Traffic.
 
	
  
 	
  
 	
  
 
	
  
 	
 2.1.
 	
 The Parties will establish
 Traffic-specific SIP trunks over a given Direct Interconnection Facility for
 the respective exchange of Wireless Traffic and Wireline Traffic on a
 national basis.
 
	
  
 	
  
 	
  
 
	
  
 	
 2.2.
 	
 Until such time as this
 Agreement may be mutually amended to further address Transit Traffic, neither
 Party shall deliver Transit Traffic to the other Party over a Direct
 Interconnection Facility established under this Agreement.
 
	
  
 	
  
 	
  
 
	
  
 	
 2.3.
 	
 This Agreement does not
 include the exchange of Data Traffic. Any exchange of Data Traffic shall
 remain subject to separately negotiated IP Peering arrangements in accordance
 with Sprint’s currently stated peering policy.
 
	
  
 	
  
 	
  
 
	
  
 	
 2.4.
 	
 With respect to a given
 Direct Interconnection Facility, each Party shall designate a mutually
 agreeable Point of Interconnection (“POI”) pursuant to the Sprint / RNK VoIP
 Peering Interconnection Design Document.
 
	
  
 	
  
 	
  
 
	
  
 	
 2.5.
 	
 The POI shall be a point
 mutually agreed to by the Parties. Each Party shall be responsible for the
 cost of providing facilities from its network to the Interconnection Point. Either
 Party shall be allowed to establish a different Interconnection Point for
 traffic exchanged, provided that the new Interconnection Point does not
 increase the cost of transporting or terminating traffic for the other Party.
 
	
  
 	
  
 	
  
 
	
  
 	
 2.6.
 	
 Where the Parties utilize
 1-way Direct Interconnection Facility circuits, the connecting circuits from
 the originating Party’s network to the POI on the terminating Party’s network
 shall be provided by and/or paid for by the originating Party.
 Notwithstanding the foregoing, the Parties shall use 2-way Direct
 Interconnection wherever possible.
 
	
  
 	
  
 	
  
 
	
  
 	
 2.7.
 	
 Where the Parties utilize
 2-way Direct Interconnection Facility circuits, the Parties shall be jointly
 responsible for the non-recurring and monthly recurring costs of such
 circuits as follows:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 When, following the
Effective Date, additional 2-way Direct Interconnection Facilities are needed
to maintain industry-standard blockage levels in light of growth in traffic,
the Parties will jointly agree that one of the Parties will assume the responsibility
for obtaining and paying for the additional Facility. [***] 
 
	
  
 	
  
 	
  
 
	
 3.
 	
 Compensation and Rate Application
 
	
  
 	
  
 	
  
 
	
  
 	
 3.1.
 	
 Each Party shall compensate the other for Traffic
network usage at the rate set forth in Attachment 1. [***] The originating
Party agrees to pay any charges for Traffic that may be assessed by a
transiting telecommunications provider. 
 
	
  
 	
  
 	
  
 
	
  
 	
 3.2.
 	
 RNK will prepare its bill in accordance with its
 existing CABS / SECABS billing systems. Sprint will prepare its bill in
 accordance with the OBF (CABS BOS) industry 
 


3









	
  
 	
  
 	
  
 
	
  
 	
  
 	
 standards. The Parties will make an effort to
 conform to current and future OBF (CABS BOS) standards, insofar as is
 reasonable.
 
	
  
 	
  
 	
  
 
	
  
 	
 3.3.
 	
 The Parties will exchange billing information on a
 monthly basis. Non-recurring charges will be billed upon completion of the
 work activity for which the charge applies; monthly recurring charges will be
 billed in advance; and Traffic will be billed in arrears. All bills will be
 due when rendered and will be considered past due thirty (30) days after the
 bill date.
 
	
  
 	
  
 	
  
 
	
  
 	
 3.4.
 	
 If any undisputed amount due on a billing statement
 issued by one Party is not received by the other Party on the payment due
 date, then the billing Party may charge, and the billed Party agrees to pay,
 at the billing Party’s option, interest accruing daily on the past due
 balance at a rate of one and one-half percent (1 1⁄2%) per month or the maximum
 non-usurious rate of interest under applicable law. Late payment charges
 shall be included on the next statement.
 
	
  
 	
  
 	
  
 
	
  
 	
 3.5.
 	
  [***] 
 
	
  
 	
  
 	
  
 
	
 4.
 	
 Confidentiality.
 
	
  
 	
  
 	
  
 
	
  
 	
 4.1.
 	
 It may be necessary for
 the Parties to exchange with each other certain confidential information
 during the term of this Agreement including, without limitation, technical
 and business plans, technical information, proposals, specifications,
 drawings, procedures, orders for services, usage information and projections,
 customer account data, call detail records, Customer Proprietary Network
 Information (“CPNI”) and Carrier Proprietary Information (“CPI”) as those
 terms are defined by the Act and the rules and regulations of the FCC and
 similar information (collectively, “Confidential Information”). Confidential
 Information includes (i) all information delivered in written form and marked
 “confidential” or “proprietary” or bearing mark of similar import; (ii) oral
 information, if identified as confidential or proprietary at the time of
 disclosure and confirmed by written notification within ten (10) days of
 disclosure; (iii) information derived by the Recipient (as hereinafter
 defined) from a Disclosing Party’s (as hereinafter defined) usage of the
 Recipient’s network; and (iv) or information that the circumstances
 surrounding disclosure or the nature of the information suggests that such
 information is proprietary or should be treated as confidential or
 proprietary. The Confidential Information will remain the property of the
 Disclosing Party and is proprietary to the Disclosing Party. Recipient will
 protect Confidential Information as the Recipient would protect its own
 proprietary information, including but not limited to protecting the
 Confidential Information from distribution, disclosure, or dissemination to
 anyone except employees or duly authorized agents of the Parties with a need
 to know such information and which the affected employees and agents shall be
 bound by the terms of this Section. Confidential Information will not be
 disclosed or used for any purpose other than to provide service as specified
 in this Agreement or upon such other terms as may be agreed to by the Parties
 in writing. For purposes of this Section, the Disclosing Party means the
 owner of the Confidential Information, and the Recipient means the Party to
 whom Confidential Information is disclosed.
 


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 4.2.
 	
 Recipient has no
 obligation to safeguard Confidential Information (i) which was in the
 Recipient’s possession free of restriction prior to its receipt from
 Disclosing Party, (ii) after it becomes publicly known or available through
 no breach of this Agreement by Recipient, (iii) after it is rightfully
 acquired by Recipient free of restrictions on the Disclosing Party, or (iv)
 after it is independently developed by personnel of Recipient to whom the
 Disclosing Party’s Confidential information had not been previously
 disclosed. Recipient may disclose Confidential Information if required by
 law, a court, or governmental agency, provided that Disclosing Party has been
 notified of the requirement promptly after Recipient becomes aware of the
 requirement, and provided that Recipient undertakes all reasonable lawful
 measures to avoid disclosing such information until Disclosing Party has had
 reasonable time to obtain a protective order. Recipient will cooperate with
 the Disclosing Party to obtain a protective order and to limit the scope of such
 disclosure. Recipient will comply with any protective order that covers the
 Confidential Information to be disclosed. Each Party agrees that Disclosing
 Party would be irreparably injured by a breach of this Agreement by Recipient
 or its representatives and that Disclosing Party is entitled to seek
 equitable relief, including injunctive relief and specific performance, in
 the event of any breach of this paragraph. These remedies are not exclusive,
 but are in addition to all other remedies available at law or in equity.
 
	
  
 	
  
 	
  
 
	
  
 	
 4.3.
 	
 Nothing in this Agreement
 restricts either party from collecting Traffic-data and creating statistics
 associated with such data moving through its own network and traffic moving
 through the POIs. Each party shall keep all Traffic-data it monitors or
 captures concerning the POIs confidential in accordance with this Section and
 shall use such Traffic-data solely for the purposes of operating and managing
 its own network. In addition, each party shall handle and use all data it
 monitors or captures concerning the POIs in strict compliance with all
 applicable privacy laws. However, each party may provide its own customers
 with their own statistical Traffic-data.
 
	
  
 	
  
 	
  
 
	
  
 	
 4.4.
 	
 Except as required by law
 or court order, neither party shall provide to third parties any statistical
 information derived from a POI or direct interconnection; except that either
 party may use such information for that party’s operational needs (including,
 but not limited to, performance, support, security, abuse, and privacy
 needs).
 
	
  
 	
  
 	
  
 
	
  
 	
 4.5.
 	
 Neither Party shall
 disclose the existence of this Agreement or any of its terms to any person or
 entity that is not a Party to this Agreement without the written permission
 of the other Party. Each Party shall treat this Agreement as confidential and
 may not use it in any regulatory, legal or similar proceeding, except if the
 existence of the Agreement becomes public knowledge, a party may acknowledge
 that the parties have entered into a non-251 commercial arrangement for the exchange
 of Traffic. Further, if the existence of the agreement is directly responsive
 to a discovery request, a party may state that the parties have entered into
 a non-251 commercial arrangement for the exchange of Traffic. 
 
	
  
 	
  
 	
  
 
	
  
 	
 4.6.
 	
 These confidentiality
 provisions shall survive the termination or expiration of this Agreement.
 


5









	
  
 	
  
 	
  
 
	
 5.
 	
 Technical and Operational
 
	
  
 	
  
 	
  
 
	
  
 	
 5.1.
 	
 The Parties will exchange Traffic in a manner
 consistent with industry standards.
 
	
  
 	
  
 	
  
 
	
  
 	
 5.2.
 	
 The Parties incorporate by
 reference the creation of a Sprint/RNK VoIP Peering Interconnection Design
 document, which may be updated by mutual agreement in writing from time to
 time.
 
	
  
 	
  
 	
  
 
	
  
 	
 5.3.
 	
 If a connectivity or routing problem caused by one
 of the parties is affecting the stability of the other Party’s routing
 system, the affected Party will have the right immediately to suspend or
 reduce the exchange of routing information and/or traffic without notice to
 the other Party until such time as the problem is corrected. The affected
 Party performing the suspension or reduction shall use commercially
 reasonable efforts to contact the other Party’s NOC with a trouble report
 describing the suspension or reduction within ninety (90) minutes of taking
 such action.
 
	
  
 	
  
 	
  
 
	
  
 	
 5.4.
 	
 Each Party shall use reasonable efforts to secure
 its traffic from unauthorized access, transmission or use; furthermore, the
 Parties shall cooperate to address security issues and develop security
 procedures.
 
	
  
 	
  
 	
  
 
	
  
 	
 5.5.
 	
 Neither Party shall monitor the contents or subject
 matter of any data as it passes through the Interconnection Points or direct
 interconnections with the exception of control traffic used for operational
 engineering needs (including, but not limited to, performance, support,
 security, abuse, and privacy needs).
 
	
  
 	
  
 	
  
 
	
  
 	
 5.6.
 	
 Each Party shall retain all rights to impose usage
 restrictions or controls on its own customers and/or to assist its customers
 in imposing customer requested usage restrictions or controls on Traffic
 flowing to and from the requesting customer(s).
 
	
  
 	
  
 
	
 6.
 	
 Traffic Identification:
 
	
  
 	
  
 	
  
 
	
  
 	
 6.1.
 	
 The Parties will utilize standard SS7 or SIP
 signaling protocol as appropriate for the Direct Interconnection Facility.
 Each Party will be responsible for the accuracy and quality of the call data
 as submitted to the other Party. Additionally, a Party will: 
 
	
  
 	
  
 	
  
 
	
  
 	
 6.2.
 	
 Not manipulate call detail information and shall
 pass all call detail information required to permit identification of the
 originating non-Party and the originating calling party number (“CPN”) of such
 non-Party’s end-user; 
 
	
  
 	
  
 	
  
 
	
  
 	
 6.3.
 	
 Not deliver more than fifteen (15%) of all calls
 delivered by that Party, during any consecutive thirty (30) day period that
 do not permit the terminating Party such identification of the originating
 calling non-Party and CPN;
 


6









	
  
 	
  
 	
  
 
	
  
 	
 6.4.
 	
 Upon request of the terminating Party, the
 transiting Party will work with the terminating Party to identify an
 originating carrier that does not generate sufficient call records to permit
 such identification of the originating calling non-Party and CPN.
 
	
  
 	
  
 	
  
 
	
  
 	
 6.5.
 	
 If a Party delivers more than fifteen percent (15%)
 of all calls during a consecutive thirty (3) day period that do not permit
 the terminating Party to identify the originating calling non-Party and CPN,
 the Party terminating such traffic will provide the Party delivering such
 traffic written notice that it is delivering more than fifteen percent (15%)
 of all calls during a consecutive thirty (3) day period that do not permit
 the terminating Party to identify the originating calling non-Party and CPN.
 Upon receiving such notice, the delivering Party shall use reasonable efforts
 to reduce the percentage of such calls below fifteen percent (15%) within 30
 days of the notice.
 
	
  
 	
  
 	
  
 
	
  
 	
 6.6.
 	
 Audits:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Either Party may conduct an audit of the other
 Party’s books and records pertaining to the services provided under this
 Agreement no more than once per twelve (12) month period to evaluate the
 other Party’s accuracy of billing, invoicing in accordance with this
 Agreement. Any audit shall be performed as follows: (a) following at least
 thirty (30) business days prior written notice to the audited Party, (b)
 subject to the reasonable scheduling requirements and limitations of the
 audited Party, (c) at the auditing Party’s sole expense, (d) of a reasonable
 scope and duration, (e) in a manner so as not to interfere with the audited
 Party’s business operations, and (f) in compliance with the audited Party’s
 security rules. The written request for an audit will set forth the auditing
 Party’s reasons for requesting such audit and shall be for good cause. The
 Party receiving the request for an audit may dispute the request under the
 dispute resolution process. Adjustments, credits or payments shall be made
 and any corrective action shall commence within thirty (30) Days from the
 requesting Party’s receipt of the final audit report to compensate for any
 errors or omissions which are disclosed by such audit and are agreed to by
 the Parties.
 
	
  
 	
  
 	
  
 
	
 7.
 	
 Disputes Resolution;
 Mediation and Arbitration.
 
	
  
 	
  
 	
  
 
	
  
 	
 7.1.
 	
 Any dispute between the
 Parties regarding the interpretation or enforcement of this Agreement or any
 of its terms shall be addressed by good faith negotiation between the
 Parties. 
 
	
  
 	
  
 	
  
 
	
  
 	
 7.2.
 	
 Written Notice of a dispute that cannot be resolved
 at an operational level must be provided in writing. If the issue is not
 resolved within thirty (30) days from the date the written dispute notice is
 received, each Party shall appoint a designated representative to negotiate
 in good faith. If no resolution is attained within forty five (45) days after
 appointing negotiating representatives, then either Party may initiate
 appropriate action in any regulatory or judicial forum of competent
 jurisdiction to resolve such issues or proceed with any other remedy pursuant
 to this Agreement or law or equity.
 


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	8.
	Administrative Contacts. 

	 
	 
	 
	 

	
  
 	
  
 	
 8.1.1.
 	
 To effect the purpose of this Agreement, each party
 shall designate a contact person to coordinate all administrative needs. This
 contact person may be changed by notice to the other party.
 






	
  
 	
  
 	
  
 
	
  
 	
 Sprint:
 	
 Sprint
 
	
  
 	
  
 	
 Attn: Manager, Carrier
 Interconnection Management
 
	
  
 	
  
 	
 6330 Sprint Parkway
 
	
  
 	
  
 	
 Mailstop: KSOPHA0310
 
	
  
 	
  
 	
 Overland Park, Kansas
 66251
 
	
  
 	
 RNK: 
 	
  
 
	
  
 	
  
 	
 RNK Communications
 
	
  
 	
  
 	
 Attn: General Counsel
 
	
  
 	
  
 	
 333 Elm Street, Suite 310
 
	
  
 	
  
 	
 Dedham, MA 02062
 






	
  
 	
  
 	
  
 	
  
 
	
 9.
 	
 Limitation of Liability.
 
	
  
 	
  
 
	
  
 	
 The Parties agree to limit liability in accordance
 with this Section.
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 9.1 Except for damages resulting from the willful or
 intentional misconduct of one or both Parties, the liability of either Party
 to the other Party for damages arising out of (i) failure to comply with a
 direction to install, restore or terminate facilities, or (ii) failures,
 mistakes, omissions, interruptions, delays, errors, or defects occurring in
 the course of furnishing any services, arrangements, or facilities hereunder
 shall be determined in accordance with the terms of the applicable tariff(s)
 of the providing Party. In the event no tariff(s) apply, the providing
 Party’s liability shall not exceed an amount equal to the pro rata monthly
 charge for the period in which such failures, mistakes, omissions,
 interruptions, delays, errors, or defects. Because of the mutual nature of
 the exchange of Traffic arrangement between the Parties pursuant to this Agreement,
 the Parties acknowledge that the amount of liability incurred under this
 Section may be zero.
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 9.2 Neither Party shall be liable to the other in
 connection with the provision or use of services offered under this Agreement
 for any indirect, incidental, special or consequential damages including but
 not limited to damages for lost profits or revenues, regardless of the form
 of action, whether in contract, warranty, strict liability, or tort,
 including without limitation, negligence of any kind, even if the other Party
 has been advised of the possibility of such damages; provided that the
 foregoing shall not limit a Party’s liability with respect to its
 indemnification obligations under Section 13 of this Agreement.
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 9.3 Except in the instance of harm resulting from an
 intentional action or willful misconduct, the Parties agree that neither
 Party shall be liable to the End User of the other Party in connection with
 its provision of services to the other Party under this Agreement. In the event
 of a dispute involving both Parties with a customer of one Party,
 


8






 both
 Parties shall assert the applicability of any limitations on liability to End
 Users that may be contained in either Party’s applicable tariff(s) or
 applicable End User contracts.


	
  
 	
  
 	
  
 	
  
 
	
 10.
 	
 Term of Agreement.
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 10.1. 
 	
 This Agreement has an initial term of Three (3) year
 and, unless earlier terminated as provided for in this Agreement, shall
 continue in force and effect thereafter, on a month to month basis, until
 replaced by another agreement or terminated by either Party upon sixty (60)
 days’ written notice to the other.
 
	
  
 	
  
 	
  
 
	
  
 	
 10.2. 
 	
 This Agreement shall may also be terminated in the
 event that:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 10.2.1 the FCC or other body of competent
 jurisdiction revokes, cancels, does not renew or otherwise terminates
 Sprint’s authorization to provide service in the area served by RNK, or the
 State Commission revokes, cancels, or otherwise terminates RNK’s
 certification to provide local service; or
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 10.2.2 either Party becomes bankrupt or insolvent,
 makes a general assignment for the benefit of, or enters into any arrangement
 with creditors, files a voluntary petition under any bankruptcy, insolvency
 or similar laws, or proceedings are instituted under any such laws seeking
 the appointment of a receiver, trustee or liquidator instituted against it
 which are not terminated within sixty (60) days of such commencement.
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 10.2.3 Either Party shall have the right to
 terminate this Agreement at any time upon written notice to the other Party
 in the event:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
           10.2.3.1
 a Party is in arrears in the payment of any undisputed amount due under this
 Agreement for more than thirty (30) days, and the Party does not pay such
 sums within ten (10) business days of the other Party’s written demand for
 payment;
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
           10.2.3.2
 a Party is in material breach of the provisions of this Agreement and that
 breach continues for a period of thirty (30) days after the other Party
 notifies the breaching Party of such breach, which includes a reasonably
 detailed statement of the nature of the breach.
 
	
  
 	
  
 	
  
 
	
  
 	
 10.3 
 	
 Unless and until this Agreement is terminated
 upon sixty (60) days written notice pursuant to Section 2.1 above, upon
 expiration of this Agreement, either Party may make written request that
 services continue to be provided pursuant to the terms of this Agreement
 during the negotiation of a new Agreement. Upon receipt of such notification
 described in Section 2.1, the same terms, conditions, and prices set forth in
 this Agreement will continue in effect, as were in effect at the end of the
 latest term, or renewal until completion of the re-negotiated Agreement
 pursuant to this section, provided, however, the terms of this Agreement
 shall only extend during such renegotiation for a period of ninety (90) days
 from the proposed date of termination.
 


9









	
  
 	
  
 	
  
 
	
 11.
 	
  [INTENTIONALLY OMITTED]
 
	
  
 	
  
 	
  
 
	
 12.
 	
 Miscellaneous.
 
	
  
 	
  
 	
  
 
	
  
 	
 12.1. 
 	
 Assignment. Any assignment by
 either Party of any right, obligation, or duty, in whole or in part, or of
 any interest, without the written consent of the other Party shall be void,
 except that either Party may assign all of its rights, and delegate its
 obligations, liabilities and duties under this Agreement, either in whole or
 in part, to any entity that is, or that was immediately preceding such
 assignment, an Affiliate of that Party without consent, but with written
 notification. The effectiveness of an assignment shall be conditioned upon
 the assignee’s written assumption of the rights, obligations, and duties of
 the assigning Party.
 
	
  
 	
  
 	
  
 
	
  
 	
 12.2. 
 	
 Signature Authority. Each person
 whose signature appears on this Agreement represents and warrants that he or
 she has authority to bind the Party on whose behalf he or she has executed
 this Agreement.
 
	
  
 	
  
 	
  
 
	
  
 	
 12.3. 
 	
 Successors and Assignees. This
 Agreement shall be binding on and inure to the benefit of the respective
 successors and permitted assignees of the Parties.
 
	
  
 	
  
 	
  
 
	
  
 	
 12.4. 
 	
 Each Party shall comply with all federal, state, and
 local statutes, regulations, rules, ordinances, judicial decisions, and
 administrative rulings applicable to its performance under this Agreement.
 
	
  
 	
  
 	
  
 
	
  
 	
 12.5. 
 	
 Modifications. This Agreement may
 not be modified in whole or in part, except by an agreement in writing signed
 by both parties.
 
	
  
 	
  
 	
  
 
	
  
 	
 12.6. 
 	
 Invalidity. If any provision of
 this Agreement is held by a court of competent jurisdiction to be contrary to
 law, then the remaining provisions of this Agreement shall remain in full
 force and effect.
 
	
  
 	
  
 	
  
 
	
  
 	
 12.7. 
 	
 Waiver. No delay or omission by
 either party to exercise any right or power which it has under this Agreement
 shall impair or be construed as a waiver of such right or power. A waiver by
 either party of any breach or covenant shall not be construed to be a waiver
 of any other breach or any other covenant. All waivers must be in writing and
 signed by the party waiving its rights.
 
	
  
 	
  
 	
  
 
	
  
 	
 12.8. 
 	
 Force Majeure. If the performance
 of any obligation is interfered with by reason of any circumstances beyond
 the reasonable control of the party affected, then the party affected shall
 be excused from such performance to the extent necessary, provided that the
 party so affected shall use reasonable and diligent efforts to remove such
 causes of nonperformance.
 


10









	
  
 	
  
 	
  
 
	
  
 	
 12.9. 
 	
 No Third Party Beneficiaries.
 Nothing in this Agreement shall be deemed to confer any rights in any third
 party not a signatory to this Agreement.
 
	
  
 	
  
 	
  
 
	
  
 	
 12.10. 
 	
 Governing Law. This Agreement
 shall be governed, construed, and enforced in accordance with the laws of the
 state of New York, without regard to principles of conflicts of law.
 
	
  
 	
  
 	
  
 
	
  
 	
 12.11. 
 	
 Customer Relations. Each party
 will be responsible for (i) communicating with and providing service,
 including the resolution of network problems, to its own customers, and (ii)
 independently establishing the charges to its own customers for the services
 provided in connection with this Agreement.
 
	
  
 	
  
 	
  
 
	
  
 	
 12.12. 
 	
 No Exclusivity. This Agreement
 shall not prohibit or restrain either party’s entry into any separate,
 similar or dissimilar contract or agreement with one or more third parties.
 
	
  
 	
  
 	
  
 
	
  
 	
 12.13. 
 	
 Entire Agreement. This Agreement
 constitutes the entire agreement of the Parties pertaining to the subject
 matter of this Agreement and supersedes all prior agreements, negotiations,
 proposals, and representations, whether written or oral, and all
 contemporaneous oral agreements, negotiations, proposals, and representations
 concerning such subject matter. No representations, understandings,
 agreements, or warranties, expressed or implied, have been made or relied upon
 in the making of this Agreement other than those specifically set forth herein.
 
	
  
 	
  
 	
  
 
	
  
 	
 12.14. 
 	
 Counterparts. This Agreement may
 be executed in counterparts. Each counterpart shall be considered an original
 and such counterparts shall together constitute one and the same instrument.
 
	
  
 	
  
 	
  
 
	
 13.
 	
 Indemnification
 
	
  
 	
  
 	
  
 
	
  
 	
 13.1.
 	
 Each Party (the “Indemnifying Party”) shall release,
 indemnify, defend and hold harmless the other Party (“Indemnified Party”)
 from and against all losses, claims, demands, damages, expenses (including
 reasonable attorney’s fees), suits or other actions, or any liability
 whatsoever related to the subject matter of this Agreement, (i) whether
 suffered, made, instituted, or asserted by any other party or person,
 relating to personal injury to or death of any person, or for loss, damage
 to, or destruction of real and/or personal property, whether or not owned by
 others, incurred during the term of this Agreement and to the extent
 proximately caused by the act(s) or omission(s) of the Indemnifying Party,
 regardless of the form of action, or (ii) whether suffered, made, instituted,
 or asserted by its own customer(s) against the other Party arising out of the
 other Party’s provisioning of services to the Indemnifying Party under this
 Agreement, except to the extent caused by the gross negligence or willful
 misconduct of the Indemnified Party. Notwithstanding the foregoing, nothing
 contained herein shall affect or limit any claims, remedies, or other actions
 the Indemnifying Party may have against the Indemnified Party under this
 Agreement, any other contract, or any applicable tariff(s), regulation or
 laws for the Indemnified Party’s provisioning of said services.
 


11









	
  
 	
  
 	
  
 
	
  
 	
 13.2. 
 	
 The Indemnified Party shall (i) notify the
 Indemnifying Party promptly in writing of any written claims, lawsuits, or
 demand by third parties for which the Indemnified Party alleges that the
 Indemnifying Party is responsible under this Section and (ii) tender the
 defense of such claim, lawsuit or demand to the Indemnifying Party, (iii)
 assert any and all provisions in its tariff that limit liability to third
 parties as a bar to any recovery by the third-party claimant in excess of
 such limitation. The Indemnified Party also shall cooperate in every
 reasonable manner with the defense or settlement of such claim, demand, or
 lawsuit. The Indemnifying Party shall keep the Indemnified Party reasonably
 and timely apprised of the status of the claim, demand or lawsuit. In no
 event shall the Indemnifying Party settle or consent to any judgment
 pertaining to any such action without the prior written consent of the
 Indemnified Party, which consent shall not be unreasonably withheld, delayed
 or conditioned. The Indemnified Party shall have the right to retain its own
 counsel, at its expense, and participate in but not direct the defense,
 except that if the Indemnifying Party does not promptly assume or diligently
 pursue the tendered action, then the Indemnified Party may proceed to defend
 or settle said action at the expense of the Indemnifying Party.
 
	
  
 	
  
 	
  
 
	
  
 	
 13.3. 
 	
 The Indemnifying Party shall not be liable under
 this Section for settlements or compromises by the Indemnified Party of any
 claim, demand, or lawsuit unless the Indemnifying Party has approved the
 settlement or compromise in advance, and such approval by the Indemnifying
 Party shall not be unreasonably withheld, or unless the defense of the claim,
 demand, or lawsuit has been tendered to the Indemnifying Party in writing and
 the Indemnifying Party has failed to promptly undertake the defense.
 


12





IN WITNESS WHEREOF, each Party has executed this
Agreement to be effective as of the Effective Date.


	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Sprint Spectrum L.P.

 Nextel Operations, Inc.

 Sprint Communications

 Company L.P.
 	
  
 
	
  
 	
  
 	
  
 	
  
 
	
 By: /s/ Mike Logan
 	
 By: /s/ Richard N. Koch
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Name:
 	
 Mike Logan
 	
  
 	
 Name: Richard N. Koch
 
	
  
 	

 
 	
  
 	
  
 	

 
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Title:
 	
 Director, Access Strategy
 	
  
 	
 Title: President
 
	
  
 	

 
 	
  
 	
  
 	

 
 
	
  
 	
  
 
	
 Date 11/11/08
 	
 Date 11/10/08
 


13





Attachment
I


[***] 


14





EXHIBIT A


[***]


[***]

[***]


* We have
requested confidential treatment of certain provisions contained in this
exhibit. The copy filed as an exhibit omits the information subject to the
confidentiality request.*


15