Exhibit 10.36


            
            Addendum VIII


            
            to


            
            Sprint PCS Management Agreement


             


            Dated
            as of September 28, 2007


             


            
                	
                            
                            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 VIII (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, and

                        


            


             


            
                	
                            
                             

                        	
                            
                            (7)

                        	
                            
                            Addendum VII dated as of March 13, 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.


             


            
            4364248


             


            


             

            
            


            

            

             


            
            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 September 28, 2007 (the
                            “Effective Date”).

                        


            


             


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


             


            
                	
                            
                             

                        	
                            
                            1.

                        	
                            
                            A new Section 3.7 is added reading as
                            follows:

                        


            


            
            3.7 PowerSource Products and Services. In
            addition to selling Sprint PCS Products and Services, Manager and Manager Distributors
            will sell PowerSource Products and Services in the Service Area. Manager may not sell
            any other product or service that is capable of using both the Sprint PCS Network and
            the iDEN Network without the written permission of Sprint PCS. Manager and Manager
            Distributors must comply with all requirements that Sprint PCS may elect to implement
            relating to the sale of PowerSource Products and Services as long as the requirements
            also apply to the sale of PowerSource Products and Services by Sprint PCS and its
            Related Parties. Manager will be responsible for all handset costs (including any
            applicable handset subsidies) and any commissions paid to any Manager employee or
            Manager Distributor that sells a PowerSource Phone that is activated in the Service
            Area. Manager will not be entitled to any compensation under the Distribution Agreement
            for any sale of PowerSource Products and Services. PowerSource Phones and related
            accessories will be made available to Manager in the same manner in which telephones
            that operate exclusively on the Sprint PCS Network and related accessories are made
            available to Manager.


            
             


            
                	
                            
                             

                        	
                            
                            2.

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

                        


            


            
             


            
            (i) Sprint PCS may cause Sprint PCS Products and Services and
            PowerSource Phones and Services to be sold in the Service Area through the Sprint PCS
            National Accounts Program Requirements and the Sprint PCS National or Regional
            Distribution Program Requirements:


             


            
                	
                            
                             

                        	
                            
                            3.

                        	
                            
                            The first sentence of the second paragraph of Section
                            10.2 of the Management Agreement is deleted and replaced with the
                            following:

                        


            


            
             


            
            2


             

            
            
 

            
             


            
            “Billed Revenue” is all
            customer account activity (e.g., all activity billed, attributed or otherwise reflected in the customer account but not including 
            Customer Credits) during the calendar month for which the fees and payments are being calculated
            (the “Billed Month”) for (A)
            Sprint PCS Products and Services and (B) PowerSource Products and Services related to
            all Customer accounts assigned to the Service Area, except (i) Outbound Roaming Fees,
            (ii) amounts handled separately in this section 10 (including the amounts in Section
            10.2.3 through 10.2.6, 10.4 and 10.8), (iii) amounts collected from Customers and paid
            to governmental or regulatory authorities (e.g. Customer Taxes and USF Charges) and
            (iv) other amounts identified in this agreement as not included Billed Revenue (these
            Customer Accounts being “Manager Accounts”).


            
             


            
                	
                            
                             

                        	
                            
                            4.

                        	
                            
                            A new section 10.2.7 is hereby added to the Management
                            Agreement:

                        


            


            
             


            
            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). The PowerSource Fee will not be
            reduced by any Allocated Write Off. Sprint 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.


            
             


            
                	
                            
                             

                        	
                            
                            5.

                        	
                            
                            The first sentence of Section 10.3.2.2 of the Management
                            Agreement is deleted and replaced with the following:

                        


            


            
             


            
            The reductions of amounts billed to Manager Accounts related to the sale
            of handsets and handset accessories from Sprint PCS inventory (including PowerSource
            Phones and related accessories) are referred to as
            “Customer Equipment Credits.”


            
             


            
                	
                            
                             

                        	
                            
                            6.

                        	
                            
                            Section 10.3.2.5 of the Management Agreement is deleted
                            in its entirety and replaced with the following:

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            10.3.2.5

                        	
                            
                            Customer Equipment Charges.
                            The amount that Sprint PCS bills to Manager Accounts for subscriber
                            equipment and accessories sold or leased (including PowerSource Phones
                            and related accessories) are referred to as
                            “Customer Equipment
                            Charges”.

                        


            


             


            
                	
                            
                             

                        	
                            
                            7.

                        	
                            
                            The first sentence of Section 10.10 of the Management
                            Agreement is replaced with the following:

                        


            


            
             


             


            
            3


             

            
            


            

            

            
            Each Business Day, Manager will deposit into bank accounts and authorize
            Sprint PCS or a Related Party that Sprint PCS designates to sweep from such accounts
            the amounts collected from Customers on behalf of Sprint PCS and its Related Parties
            for the Sprint PCS Products and Services and PowerSource Products and
            Services.


            
             


            
                	
                            
                             

                        	
                            
                            8.

                        	
                            
                            The following are new definitions on the Schedule of
                            Definitions:

                        


            


            
            “iDEN Network” means the
            wireless network operated by Related Parties of Sprint PCS in the 800 MHz and 900 MHz
            spectrum range utilizing iDEN technology.


            
             


            
            “PowerSource Fee” means a one-time fee of $120 that Manager
            pays to Sprint PCS (or a Related Party designated by Sprint PCS) for each PowerSource
            Phone that is activated during any month in a CSA assigned to the Service
            Area.


            
             


            
            “PowerSource Products and Services” means those telephones
            that Sprint PCS elects to market under the PowerSource brand name that provide voice
            and data capabilities on the Sprint PCS Network and push to talk capability on the iDEN
            Network operated by Related Parties of Sprint PCS (“PowerSource Phones”),
            together with the wireless services accessible from a PowerSource Phone that use the
            iDEN Network and accessories for the PowerSource Phones.


            
             


            
                	
                            
                             

                        	
                            
                            9.

                        	
                            
                            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.

                        


            


             


            
                	
                            
                             

                        	
                            
                            10.

                        	
                            
                            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 VIII to be executed as of the date
            first above written.


             


            
            SPRINT SPECTRUM L.P.


            
             


            
                	
                            
                             

                        	
                            
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            WIRELESSCO, L.P.


            
             


            
                	
                            
                             

                        	
                            
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            APC PCS, LLC


            
             


            
             


            
                	
                            
                             

                        	
                            
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            PHILLIECO, L.P.


            
             


            
             


            
                	
                            
                             

                        	
                            
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            SPRINT COMMUNICATIONS COMPANY L.P.


            
             


            
             


            
                	
                            
                             

                        	
                            
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            5


             

            
            

            

            
            NEXTEL COMMUNICATIONS, INC.


            
             


            
             


            
                	
                            
                             

                        	
                            
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            SHENANDOAH PERSONAL


            
            COMMUNICATIONS COMPANY


            
             


            
             


            
                	
                            
                             

                        	
                            
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