Exhibit 10.54

ADDENDUM IX
TO
SPRINT PCS MANAGEMENT AGREEMENT AND
SPRINT PCS SERVICES AGREEMENT
Dated March 3, 2008

|Manager:           |  | Horizon Personal Communications, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Service Area BTAs: |  | Allentown-Bethlehem-Easton, PA BTA 010-Partial
Ashtabula, OH BTA 021
Athens, OH BTA 023
Binghamton, NY BTA 043-Partial
Canton-New Philadelphia, OH BTA 065-Partial
Chillicothe, OH BTA 080
Cincinnati, OH BTA 081-Partial
Cumberland, MD BTA 100
Du Bois-Clearfield, PA BTA 117
Erie, PA BTA 131
Huntington, WV-Ashland, KY BTA 197-Partial
Jamestown, Warren, Dunkirk, PA BTA 215
Kingsport, Johnson City, Bristol, TN BTA 229
Knoxville, TN BTA 232-Partial
Meadville, PA BTA 287
New York, NY BTA 321-Partial
Oil City-Franklin, PA BTA 328
Olean, NY-Bradford, PA BTA 330
Parkersburg, WV-Marietta, OH BTA 342
Pittsburgh, PA BTA 350-Partial
Portsmouth, OH BTA 359
Pottsville, PA BTA 360-Partial
Scranton, Wilkes-Barre-Hazleton, PA BTA 412
Sharon, PA BTA 416
State College, PA BTA 429
Stroudsburg, PA BTA 435
Sunbury-Shamokin, PA BTA 437
Williamsport, PA BTA 475
Youngstown Warren, OH BTA-Partial
Zanesville-Cambridge, OH BTA 487-Partial

This Addendum IX (this "Addendum") contains amendments to the Sprint PCS Management Agreement and the Sprint PCS
Services Agreement, each of which was entered into on June 8, 1988 by Sprint Spectrum L.P., SprintCom, Inc., WirelessCo, L.P., Sprint Communications Company L.P. and
Horizon Personal Communications, Inc. The Management Agreement and the Services Agreement were amended by:



---





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 and 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 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.

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.

The
parties are executing this Addendum as of the date noted above, but the terms of this Addendum shall be deemed to have become effective as of January 1, 2008 (the "Effective Date"); provided, that
the provisions of this Addendum relating to payments with respect to calendar year 2007 (including Section 7
hereof) shall be deemed to have become effective as of January 1, 2007. On the Effective Date, the Management Agreement, the Services Agreements and the Schedule of Definitions are amended and
restated as follows:

A.    Management Agreement

1.    Build-out.Sprint PCS built seven cell sites in the Service Area:
three in Brown County, Ohio and one each in Chautauqua County, New York; Walhonding, Ohio; Gratiot, Ohio; and Schuylkill County, Pennsylvania. Manager built four cell sites outside the Service Area
territory: one each in Hubbard, Ohio; Masury, Ohio; Emlenton, Pennsylvania and Nicholson, Pennsylvania. The parties have agreed to amend Exhibit 2.1 to delete from the Service Area the area
where Sprint has three cell sites in Brown County, Ohio and one each in Chautauqua County, New York; Walhonding, Ohio; Gratiot, Ohio; and Schuylkill County, Pennsylvania and to add to the Service Area
the area where the Manager has cell sites in Hubbard, Ohio, Masury, Ohio, Emleton, Pennsylvania and Nicholson, Pennsylvania. 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 VIII of the Management Agreement. The table portion of Exhibit 2.1
attached to Addendum VIII of the Management Agreement is not being updated.

The
Parties agree that the 2.1 build-out language and the corresponding maps were created in Mapinfo and the geographic details of the boundaries for the Manager's Service
Area were agreed upon by referencing a specific Mapinfo table encompassing Manager's entire Service Area. This Mapinfo table is dependent on other related files in order to fully represent the
geographic boundary. All of these related files can be compressed into a MapInfo Interchange Format (MIF), which is an ASCII file format that can fully describe a MapInfo database/table. Both graphic
and tabular data are exported into MIF files. The graphic data is in a file with a ".mif "extension, and the tabular data is in a file with an ".mid" extension. MapInfo Interchange Format (MIF) files
can be translated into other formats with other standard mapping programs. The MIF and MID files are attached hereto and are the files which were used to create the attached reference map images for
the Manager's Service Area and were agreed upon by the Parties. Any future disputes with regard to Manager's Service Area will be referenced to and resolved by the use of these files.

2

---



2.     Brands at NASCAR Events.Section 2.3 is amended by adding the following
as a new paragraph at the end of that section:

Manager
and Sprint PCS disagree on whether the Management Agreement is violated as a result of certain matters arising out of the Sprint-Nextel merger. Notwithstanding this disagreement,
Manager agrees that Sprint PCS and its Related Parties may display and advertise Sprint, Nextel, Xohm and Boost brands at any NASCAR race and related events held in the Service Area for so long as
Sprint Nextel is a major sponsor of NASCAR races, in substantially the same manner as Sprint displays and advertises such brands at NASCAR races and related events held outside the Service Area. The
parties agree that Manager may also display and advertise (x) the Sprint brands, (y) any Nextel brand that may be used in the sale of Q-Chat Service and (z) the Boost
brand if Manager and Related Parties of Sprint PCS have entered into an agreement allowing Manager to sell Boost branded CDMA products and services, in each case at NASCAR races and related events
held in the Service Area provided that such display and advertising complies with terms of the Management Agreement and the License Agreements. Manager's agreement to allow such displays and
advertising is not an acknowledgment or concession by either Manager or Sprint PCS as to whether the operation of such activities of Sprint PCS are permitted under the Management Agreement or whether
Sprint PCS is required to obtain Manager's consent under the Management Agreement to such activities in the Service Area.

3.     Q-Chat Service.The following paragraph is added as the second
paragraph of section 3.1 of the Management Agreement:

When
Sprint PCS is prepared to launch Q-Chat Service, Manager may elect to provide Q-Chat Service in the Service Area on the terms contained in this paragraph.
Although Q-Chat Service will not be designated as a Sprint PCS Product and Service since Manager is not required to sell Q-Chat Service, if Manager elects to provide
Q-Chat Service in any BTA grouping, as described below, the Q-Chat Service will be deemed to be a Sprint PCS Product and Service as to that grouping while Q-Chat
Service is being provided in that grouping. Sprint PCS may elect to brand and market the Q-Chat 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 selects in connection with such service. If Manager elects to sell Q-Chat, the Trademark
License Agreements will be amended to permit Manager to use the applicable Licensed Marks. Schedule 1 of this Agreement contains 19 groupings of the BTAs included in the iPCS Related Party
Service Network. Manager may only elect to launch Q-Chat Service in a specific grouping when Manager (and, if applicable, a Related Party of Manager) is prepared to launch
Q-Chat Service in all the BTAs included in that grouping. iPCS Wireless, Inc. must launch the Grand Rapids grouping prior to Manager launching any other grouping. Sprint PCS and
Manager will cooperate with respect to the launch order for the groupings other than the Grand Rapids grouping, it being understood that the ultimate determination as to the launch order for the
remaining groupings will be made by Manager. Manager may only launch Q-Chat Service in a grouping when EVDO Rev A, Release 5 has been implemented in a portion of that grouping that covers
on average at least99%of the Direct Connect minutes of use on the iDEN network operated by Related Parties of Sprint PCS in that grouping as of
January 1, 2008 and Manager is in compliance with any Network Program Requirements adopted by Sprint PCS for the launch of Q-Chat Service. Manager will be deemed to have achieved
the iDEN coverage requirement when Manager has upgraded the current Manager cell sites in the grouping (which are located approximately at the latitude and longitude listed on Schedule 1) to
implement EVDO Rev A, Release 5 and constructed the new cell sites listed in Schedule 1 in approximately the latitude and longitude listed for those cell sites on Schedule 1 and
implemented EVDO Rev A, Release 5 at those new cell sites. Manager's sale of the Q-Chat Service must comply with any other Program Requirements that Sprint PCS may adopt relating to
Q-Chat Service and in the event Manager offers Q-Chat Service, Manager must offer and support all Sprint PCS pricing plans for Q-Chat Service adopted by Sprint PCS,
as provided in Section 4.4 of this Management Agreement. Manager may not

3

---



utilize
any confidential iDEN subscriber information of Sprint PCS in connection with the sale of Q-Chat Service 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 Service.

4.     Sprint PCS Products and Services.The following paragraph is added at the end of
Section 3.2 (Other Products and Services):



4

---



5.     Voluntary Resale of Products and Services.Section 3.5.2 to the
Management Agreement is amended and restated in its entirety to read as follows:

Resale of Products and Services.Sprint PCS may choose to offer a resale product under which
resellers will resell Sprint PCS Products and Services under brand names other than the Brands (such arrangement, a "Resale Arrangement"), except Sprint
PCS may permit the resellers to use the Brands for limited purposes related to the resale of Sprint PCS Products and Services (e.g., to notify people
that the handsets of the resellers will operate on the Sprint PCS Network). The resellers may also provide their own support services (e.g., customer
care and billing) or may purchase the support services directly from Sprint PCS. Other terms of the resale program are governed by the applicable Program Requirement 3.5.2.

Manager
will participate in all resale arrangements existing on the Effective Date or entered into, renewed or extended during the term of the Management Agreement. Sprint PCS agrees
that the compensation, payment and other terms and conditions under each Resale Arrangement other than the Original Resale Arrangements and the resale agreement that Sprint PCS entered into with
Virgin Mobile USA LLC will be the same as the compensation, payment and other terms and conditions applicable to Sprint PCS and each Other Manager with respect to such reseller. Manager will
have access to the relevant terms of any Resale Arrangement as provided in section 1.9.4.

Except
as required under the regulations and rules concerning mandatory resale, Manager may not sell Sprint PCS Products and Services for resale unless Sprint PCS consents to such sales
in advance in writing.

6.     General Motors Contract.General Motors Corporation has requested that Sprint
PCS and its Related Parties negotiate a national account contract that includes the sale of both Sprint PCS Products and Services and iDEN Products and Services, including the sale of PowerSource
Phones. General Motors has requested that the proposed national account contract contain more favorable economic terms than those contained in the current national account pricing list and that Sprint
PCS and its Related Parties install a wireless integration solution at several General Motors facilities, including certain facilities located in the iPCS Related Party Service Network listed in
subpart B of the attached Schedule 2. Manager consents to a national account contract with General Motors and its Related Parties (i) containing both Sprint PCS Products and
Services and iDEN Products and Services, including PowerSource Phones; (ii) containing the departures from the current national account pricing described in Subpart A of the attached
Schedule 2; and (iii) that requires the installation of a wireless integration solution at locations that may include the locations in the Service Area listed in Subpart B of the
attached Schedule 2, provided that Manager is not required to incur any costs relating to the installation or maintenance of the wireless integration solutions. All revenue from the sale of a
PowerSource Phone sold under the national account contract with General Motors Corporation that is activated in the Service Area (including revenue from the usage of the iDEN network operated by
Related Parties of Sprint PCS) will be included in Billed Revenue. Manager will be responsible for all handset costs (including any applicable handset subsidies) relating to the sale of such a
PowerSource Phone and, as compensation for the use of the iDEN network, Manager will pay to Sprint PCS a one time fee of $120 for each such PowerSource Phone sold, regardless of when the PowerSource
Phone is subsequently deactivated. The fee payable to Sprint will not be reduced by any Allocated Write Off.

7.     CSA Allocation.Sprint PCS has objected to certain actions engaged in by Manager
to cause those Customers listed in the attached Schedule 3 ("Reallocated Customers') to be moved from a CSA in the Service Area to a CSA outside the Service Area in an effort to control the
Inter Service Area 3G Data Fees associated with the Reallocated Customers. The parties are presently in dispute with regard to this issue, with Manager believing it has the right to take the actions
described above, and Sprint PCS believing that Manager does not have such right. Sprint PCS hereby retracts its notice of dispute relating to all actions of Manager relating to the Reallocated
Customers, dismisses the ongoing

5

---



process
commenced thereby with prejudice and irrevocably waives any claim for damages that Sprint PCS may have relating to the movement of the Reallocated Customers to a different CSA for the time
period starting on the date that the Reallocated Customers were moved through the date that the settlement procedure described in Section 10.4.1.1(c) of the Management Agreement is terminated
(if ever). If such settlement procedure is terminated, revenues and expenses related to those Reallocated Customers that are still Customers as of the date of the termination will be settled as if
they were still in a CSA in the Service Area, but only for the period beginning on such date of termination and thereafter. Reallocated Customers that terminate their service will be deleted from
Schedule 3.

If
a Sprint Assigned Customer exceeds the 3G Data Threshold in the Manager Service Area or a Manager Assigned Customer exceeds the 3G Data Threshold in the Sprint PCS Service Area, then
the parties will attempt to limit that Customer's 3G data usage to the 3G Data Threshold in accordance with the then existing processes adopted by Sprint PCS for excessive 3G data usage and applicable
law.

In
further settlement of Sprint PCS' and Manager's dispute over the Reallocated Customers, the fourth paragraph of Section 10.2 of the Management Agreement is amended and restated
in its entirety to read as follows:



For
the avoidance of doubt, the parties agree that nothing in the Addendum IX shall be interpreted to prevent any party from terminating the service of any Customer in violation of that
Customer's service contract.

8.     InterService/Reseller Fees.Section 10.4 of the Management Agreement is
amended and restated in its entirety as follows:

10.4Other Fees and Payments.Sprint PCS and Manager will pay to
each other the fees and payments described below:



6

---





7

---





8

---





9

---





10

---





9.     Audit.The last paragraph of Section 12.1.2 of the Management Agreement
is deleted and replaced with the following:

Sprint
PCS will provide a report issued in conformity with Statement of Auditing Standard No. 70 "Reports on the Processing of Transactions by Service Organizations"
("Type II Report" or "Manager Management Report") to Manager as follows:



11

---



All
Type II Reports to be delivered to Manager hereunder are to be delivered within 45 days of the end of the period covered by the report. If Manager, on the advice of its
independent auditors or its legal counsel, determines that a statute, regulation, rule, judicial decision or interpretation, or audit or accounting rule, or policy published by the accounting or
auditing profession or other authoritative rule making body (such as the Securities and Exchange Commission, the Public Company Accounting Oversight Board or the Financial Accounting Standards Board)
requires additional assurances beyond SAS 70, then Sprint PCS will reasonably cooperate with Manager to provide the additional assurances or other information reasonably requested by Manager so that
it can satisfy its obligations under such statute, regulation, rule, judicial decision or interpretation, or audit or accounting rule, or policy published by the accounting or auditing profession or
other authoritative rule making body. Sprint PCS' independent auditors will prepare any Type II Report or Manager Management Report provided under this section 12.1.2 and will provide an
opinion on the controls placed in operation and tests of operating effectiveness of those controls in effect at Sprint PCS over Manager Management Processes. "Manager Management Processes" include
those services generally provided within this agreement, primarily billing and collection of revenues.

B.    Services Agreement

1.     Changes to Article 3.Section 3.2.1 of the Services Agreement is
amended and restated in its entirety to read as follows:

3.2    Fees for Services.



12

---





2.     Service Level Agreements.    Section 3.2.3 of the Services Agreement is deleted and replaced with
the following:

Manager
may elect to discontinue receiving customer care services or billing services or both upon 180 days prior written notice to Sprint Spectrum. Upon receipt of such a notice,
Manager and Sprint Spectrum will exercise commercially reasonable efforts to transition the services that Manager elected to discontinue to Manager or a third party vendor during the 180 day
period. Upon the parties' completion of the transition, the parties will agree to an adjustment to the CCPU Service Fee being charged by Sprint Spectrum to Manager. If the parties cannot agree to an
adjustment, Manager has the right to submit the determination to binding arbitration under Section 7.2 of this agreement, excluding the negotiation process set forth in Section 7.1, and
continue obtaining all the CPGA and remaining CCPU Services from Sprint Spectrum. Manager will reimburse Sprint Spectrum for transition and continuing operation costs in accordance with
Section 3.2.4.

3.     Audit.The last paragraph of Section 5.1.2 of the Services Agreement is
deleted and replaced with the following:

Sprint
Spectrum will provide a report issued in conformity with Statement of Auditing Standard No. 70 "Reports on the Processing of Transactions by Service Organizations"
("Type II Report" or "Manager Management Report") to Manager as follows:



13

---





All
Type II Reports to be delivered to Manager hereunder are to be delivered within 45 days of the end of the period covered by the report. If Manager, on the advice of its independent
auditors or its legal counsel, determines that a statute, regulation, rule, judicial decision or interpretation, or audit or accounting rule, or policy published by the accounting or auditing
profession or other authoritative rule making body (such as the Securities and Exchange Commission, the Public Company Accounting Oversight Board or the Financial Accounting Standards Board) requires
additional assurances beyond SAS 70, then Sprint Spectrum will reasonably cooperate with Manager to provide the additional assurances or other information reasonably requested by Manager so that it
can satisfy its obligations under such statute, regulation, rule, judicial decision or interpretation, or audit or accounting rule, or policy published by the accounting or auditing profession or
other authoritative rule making body. Sprint Spectrum's independent auditors will prepare any Type II Report or Manager Management Report provided under this section 5.1.2 and will
provide an opinion on the controls placed in operation and tests of operating effectiveness of those controls in effect at Sprint Spectrum over Manager Management Processes.

4.     Ensemble Platform.Sprint Spectrum is currently migrating Customers from its
existing customer and billing platform to the Ensemble customer and billing platform offered by AmDocs. The Ensemble platform cannot be made available to Customers assigned to the Manager Service Area
until after the software used to run the Ensemble platform has been updated. The necessary software update is currently scheduled for March 2, 2008, which is the next software update currently
planned. After completion of the software update, the Manager CSAs will be loaded into the Ensemble platform. After completion of the CSA loading, the Ensemble platform will be available for new
activations of Customers in the Manager Service Area. Existing Customers assigned to the Manager Service Area will subsequently be migrated to the Ensemble platform in multiple releases. Sprint
Spectrum will exercise commercially reasonable efforts to migrate all existing Customers assigned to the Manager Service Area to the Ensemble platform by May 31, 2008. Sprint Spectrum's
agreement to migrate the Customers assigned to the Manager Service Area to the Ensemble platform does not constitute a commitment to maintain customers on the Ensemble platform during the term of the
Services Agreement and Sprint Spectrum may elect to provide Selected Services using an alternative customer and billing platform.

C.    Other Provisions.

1.     Erie PA Cell Sites.Sprint PCS and Manager previously entered into a an Asset
Purchase Agreement, dated as of May 19, 2000, whereby Manager purchased certain assets from Sprint PCS that Manager uses in the operation of the Service Area Network ("Purchase Agreement"). The
Purchase Agreement failed to include two cell sites located at 5040 West Ridge Road, Erie Pennsylvania and at 2425 Yoder Road, Erie, Pennsylvania, but Manager uses the two cell sites in the operation
of its Network and the traffic from the two cell sites is routed to Manager's switch. Contemporaneously with the execution of this Addendum, Sprint PCS will assign the cell site lease for the location
on West Ridge Road and convey the personal property associated with both cell sites to Manager pursuant to the form of Assignment and Bill of Sale attached hereto as Exhibit A. Sprint PCS and
Manager will jointly cooperate in good faith to obtain the required consent ("Consent") from the Landlord for the assignment of the lease for the Mill Street Site and to obtain from Global Signal
Acquisitions II, LLC, the current owner of the tower on the Yoder Drive cell site, a collocation agreement that allows Manager to use the site (if Manager does not already have such an
agreement). Manager will be

14

---



responsible
for all payments under the Global Signal collocation agreement.            As payment for the assets conveyed by the Assignment, Manager will pay to Sprint PCS the sum of $695,000. In
addition, Manager will pay to Sprint PCS the sum of $270,288 as reimbursement for monthly rent and utility expenses incurred by Sprint PCS relating to the sites for the time period from February, 2002
to February, 2007 and the sum of $24,000 as reimbursement for the T-1 expenses incurred by Sprint PCS relating to the sites for the time period from February, 2002 to July, 2004.
            Manager must pay $789,288 of the total amount of $989,288 owed by Manager to Sprint PCS by wire transfer within 10 business days after the date of this Addendum. The remaining
$200,000
owed by Manager must be paid to Sprint PCS by wire transfer within 10 business days after the Consent is obtained. The amounts to be paid by Manager are in full and complete satisfaction of all
amounts owed by Manager to Sprint PCS for the two sites.

2.     Pending Matters.Contemporaneously with the execution of this Agreement, the
parties will enter into a Waiver and Consent Agreement in the form attached hereto as Exhibit B. Sprint PCS and Manager will also dismiss the pending arbitration proceeding between the parties
relating to the establishment of fees for CCPU Services and CPGA Services.

3.     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; provided, that the
parties acknowledge that there is ongoing litigation between them that may affect the matters set forth in this Addendum, the Management Agreement, the Services Agreement, the Trademark License
Agreements, the Schedule of Definitions and the other addenda, and nothing herein is intended to affect in any way such litigation.

4.     Reaffirmation of Sprint Agreements.Each of the undersigned reaffirms in their
entirety the Management Agreement, the Services Agreement and the Trademark License Agreements, together with their respective rights and obligations under those agreements.

5.     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.

D.    Schedule of Definitions

"3G Data Threshold" means an amount equal to five times the average monthly usage of 3G data per Customer using the Sprint PCS Network, excluding any customer of
a Manager Prepaid Plan. As of the Effective Date, the average monthly usage of 3G data for such a Customer using the Sprint PCS Network is one Gigabyte per month. The average monthly data usage of 3G
data for such a Customer using the Sprint PCS Network will be recalculated on January 1st of every year for the preceding calendar year and that amount will be used in
determining the 3G Data Threshold for that calendar year. For example, if the average monthly data usage of 3G data for such a Customer using the Sprint PCS Network in calendar year 2009 was 1.2
Gigabytes per month, the 3G Data Threshold for calendar year 2010 will be equal to five times that amount, or 6 Gigabytes per month (1.2 multiplied by 5).

"Customer"
means any customer, except Reseller Customers or customers of third parties for which Manager provides solely switching services, who purchases Sprint PCS Products or Services
or

15

---



other
wireless products and services that use the Sprint PCS Network, regardless of where their NPA-NXX is assigned.

"iDEN
Products and Services" means the products and services utilizing iDEN technology in the 800 and 900 MHz spectrum offered by Related Parties of Sprint PCS.

"Independent
Sprint PCS Network" means the portion of the Sprint PCS Network operated by Brookings Municipal Utilities and Shenandoah Personal Communications Company, a Virginia
corporation.

"iPCS
Related Party Service Network" means the portion of the Sprint PCS Network operated by Manager, Bright Personal Communications Services LLC and iPCS Wireless, Inc.

"Manager
Assigned Customer" means a Customer with an NPA-NXX assigned to the Service Area Network.

"Manager
Prepaid Plan" shall have the meaning set forth in Section 3.5.2 of the Management Agreement.

"Net
3G Data Travel Ratio" is a fraction, the numerator of which is the kilobytes of 3G data usage in a calendar year by Manager Assigned Customers on the portion of the Sprint PCS
Network operated by Sprint PCS in the Sprint PCS Service Area and the denominator of which is the kilobytes of 3G data usage in a calendar year by Sprint Assigned Customers on the iPCS Related Party
Service Area Network.

"Original
Resale Arrangements" means those resale arrangements that (i) Sprint PCS entered into prior to April 1, 2004, (ii) which were not renewed or extended after
Apri1 1, 2004, and (iii) that Manager opted into prior to April 1, 2004, excluding however, the resale arrangement entered into with Virgin Mobile USA LLC. The only Original
Resale Arrangement remaining is the resale arrangement with Qwest Wireless LLC, and it will cease to be an Original Resale Arrangement if it is renewed or extended.

"PowerSource
Phone" means a phone that utilizes the iDEN wireless network for push to talk capabilities and the Sprint PCS Network for other voice and data applications.

"Q-Chat
Service" means the high performance push to talk CDMA service expected to be implemented by Sprint PCS in 2008.

"Reallocated
Customers" shall have the meaning set forth in Section 7 of this Addendum.

"Sprint
PCS ARPU" means the average revenue per Customer publicly announced by Sprint PCS or its Related Parties for the calendar month in question. Sprint PCS ARPU is generally
calculated by dividing wireless service revenues by average wireless subscribers.

"Sprint
PCS National and Regional Distribution Program" means those national and regional distribution locations established pursuant to Section 4.1 and in accordance with the
Sprint PCS National or Regional Distribution Program Requirements set forth on Exhibit 4.1. For the sake of clarity, Sprint PCS National and Regional Distribution Program does not include
stores or other types of distribution points in the Service Area that are operated by Manager or by independent third parties on behalf of Manager.

"Sprint
PCS Retail Yield for 3G Data Usage" for a month means the quotient calculated by dividing (a) the average 3G data component in the Sprint PCS ARPU for the month by
(b) the average monthly kilobytes of 3G data usage per Customer for the month for which the Sprint PCS ARPU was calculated.

"Sprint
PCS Retail Yield for Voice and 2G Data Usage" for a month means the quotient calculated by dividing (a) the average voice and 2G data component in the Sprint PCS ARPU for
the

16

---



month
by (b) the average minutes of use for voice and 2G data usage per Customer for the month for which the Sprint PCS ARPU was calculated.

"Sprint
Assigned Customer" means a Customer with an NPA-NXX assigned to any portion of the Sprint PCS Network other than the iPCS Related Party Service Network or the
Independent Sprint PCS Network.

"Sprint
PCS Service Area" means the portion of the Sprint PCS Network other than the iPCS Related Party Service Network and the Independent Sprint PCS Network.

E.    Cross-references to Other Paragraphs in Previous Addenda.

Listed below are those paragraphs in the previous addenda that are interpretations or applications of the Management Agreement, the Services Agreement, the
Trademark License Agreements or the Schedule of Definitions and that are not listed above. These serve as cross-references to facilitate finding provisions in the previous addenda. The number shown at
the beginning of each item is the paragraph reference in the designated Addendum.

Addendum I1.

Transition Period2.

Post Transition Period Co-Branding3.

Manager's Existing Servicing Offerings4.

Build-out Plan5.

Compliance with Regulatory Rules (deleted by Addendum V, section 4)6.

Exclusivity (deleted by Addendum V, section 4)7.

Manager's Right of First Refusal for New Area Build-out (deleted by Addendum V, section 4)18.

Existing Network RF Design Compliance24.

Term (deleted by Addendum III, section 17)25.

Disaggregated License Transfer Application27.

Sprint PCS' Rights and Remedies Upon Charleston BTA Build-out Breach.37.

No Assignment; Exceptions40.

Transfer of Sprint PCS Network45.

Noncompete46.

Build-out Plan Expansion47.

Selected ServicesAddendum II1.

Network Services Agreement2.

(a)-(f) and (h)-(l): Modifications to Management Agreement Resulting from Network Services Agreement3.

Expansion of Service Area4.

Revised Build-out Plan7.

Long-Distance Pricing13.

Charlottesville, VA BTA14.

CounterpartsAddendum III2.

Revised Build-out Plan3.

Expanded Service Area4.

Type II Build-out5.

Type II Conversions


17

---



6.

Alliances Service Area Conversions7.

Overlay in Converting Markets8.

Bright PCS9.

Change to Service Fee Structure10.

Sale of Certain Manager Assets to Sprint PCS11.

Customer Support Services and Personnel12.

Stock Warrants14.

Purchase of Assets15.

Correction to Addendum II17.

Term18.

Reaffirmation of Sprint Agreements19.

CounterpartsAddendum IV1.

Use of Loan Proceeds2.

Consent and Agreement Not Assignable5.

No Defaults Under Credit Documents or Sprint Agreements7.

Reaffirmation of Sprint Agreements8.

CounterpartsAddendum V1.

Revised Build-Out Plan3.

Expedite Fees4.

Deletion of Sections6.

Spectrum Availability7.

Preservation of Sprint PCS Licenses10.

Notice Address11.

CounterpartsAddendum VI1.

Overbuild in Alliances' Service Area2.

Implementation of 3G4.

Inter Service Area Rate for Charleston and Huntington5.

CounterpartsAddendum VII1.

Option Sites2.

Omitted Sites4.

Deletion of nTelos Service Area


18

---



Addendum VIIIManagement Agreement1

Vendor Purchase Agreements
Software Fees
Interconnection
Forecasting
Financing
Access to Information
Most Favored Nation (Expired 12/31/06)2

Build Out Schedule
Mackinac Expansion Option
Exclusivity
Coverage Enhancement
Microwave Relocation3

Sprint PCS Products and Services
Manager Products and Services
Long Distance Services
Voluntary Resale of Products and Services
Intra-LATA Calls and Backhaul Services4

Roaming and Inter Service Area Program Requirements8

Customer Service Program Requirements9

Changes to Program Requirements10

Fees11

Termination
Manager Put Rights12

Audit Rights
Confidential Information14

Dispute Resolution16

Regulatory Notices17

Notices
Force Majeure
Governing Law/Jurisdiction/Consent to Service
Number Portability
Announced Transactions
Federal Contractor Compliance
Year 2000 ComplianceEX. 5.2 Marketing Communication GuidelinesServices Agreement1

Non-Exclusive Services2

Services
Discontinuance of Services
Performance of Services
Third Party Vendors
Customer Care Outsourcing


19

---



3

Fees for Services
Pricing Process
Customer Related Services
Transition/Operating Costs
Settled Separately Manager Expenses
Late Payment
Taxes4

Audit7

Dispute Resolution9

Notices
Force Majeure
Governing Law/Jurisdiction/Consent to ServiceLicense Agreements15

Notices
Governing Law/Jurisdiction/Consent to Service


[THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.]

20

---



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

| |  | SPRINT SPECTRUM L.P.                 
| |  | -------------------------------------
| |  | By:                                  
| |  |                                      
| |  |                                      
| |  | SPRINTCOM, INC.                      
| |  | By:                                  
| |  |                                      
| |  |                                      
| |  | WIRELESSCO, L.P.                     
| |  | By:                                  
| |  |                                      
| |  |                                      
| |  | PHILLIECO, L.P.                      
| |  | By:                                  
| |  |                                      
| |  |                                      
| |  | APC PCS, LLC                         
| |  | By:                                  
| |  |                                      
| |  |                                      
| |  | SPRINT COMMUNICATIONS COMPANY L.P.   
| |  | By:                                  
| |  |                                      
| |  |                                      
| |  | HORIZON PERSONAL COMMUNICATIONS, INC.
| |  | By:                                  
| |  |                                      
| |  |                                      

21

---



QuickLinks