exv10w5



 






Exhibit 10.5





AMENDED AND RESTATED




SERVICES AGREEMENT




by and between




METROPCS WIRELESS, INC.




and




ROYAL STREET COMMUNICATIONS, LLC



CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, METROPCS, C9 WIRELESS AND ROYAL STREET
COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES







 




			
	***	 	Where this marking appears throughout this Exhibit 10.5,
information has been omitted pursuant to a request for confidential
treatment and such information has been filed with the SEC separately.















 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	1.1 Definitions
	 	 	1	 
	1.2 Capitalized Terms
	 	 	8	 
	ARTICLE II AUTHORITY
	 	 	8	 
	2.1 Control of Royal Street
	 	 	8	 
	2.2 Specific Limitations
	 	 	8	 
	2.3 Bank Accounts
	 	 	9	 
	2.4 Checks
	 	 	9	 
	2.5 Excluded Services
	 	 	9	 
	ARTICLE III SERVICE AND SUPPORT OBLIGATIONS OF METROPCS
	 	 	10	 
	3.1 General
	 	 	10	 
	3.2 Specific Responsibilities
	 	 	10	 
	ARTICLE IV ASSISTANCE OF METROPCS IN PREPARING BUDGETS AND BUSINESS PLANS
	 	 	11	 
	4.1 General
	 	 	11	 
	4.2 Support With Annual Budgets
	 	 	11	 
	4.3 Support With Business Plans
	 	 	11	 
	ARTICLE V TECHNICAL ASSISTANCE TO BE OFFERED BY METROPCS
	 	 	11	 
	5.1 Build Out
	 	 	11	 
	5.2 Telephone Numbers
	 	 	14	 
	5.3 Reciprocal Roaming Arrangements
	 	 	15	 
	5.4 Interconnection Agreements
	 	 	15	 
	5.5 Interexchange Service
	 	 	16	 
	ARTICLE VI OTHER UNDERSTANDINGS
	 	 	16	 
	6.1 Service Interruptions
	 	 	16	 
	6.2 Customer Relations
	 	 	16	 
	6.3 Calling Plans
	 	 	16	 
	6.4 Performance Standards
	 	 	17	 




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TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page	 
	ARTICLE VII REPORTS AND AUDITS
	 	 	17	 
	7.1 Alarm Monitoring and Reports
	 	 	17	 
	7.2 Traffic Reports
	 	 	17	 
	7.3 Billing Information
	 	 	17	 
	ARTICLE VIII METROPCS’S PERSONNEL
	 	 	18	 
	8.1 General
	 	 	18	 
	8.2 Independent Contractors
	 	 	18	 
	ARTICLE IX APPROVALS
	 	 	19	 
	9.1 Royal Street Supervisor
	 	 	19	 
	9.2 Time Schedule for Approval
	 	 	19	 
	9.3 Failure to Approve
	 	 	19	 
	ARTICLE X COMPENSATION TO METROPCS
	 	 	20	 
	10.1 Reimbursement
	 	 	20	 
	10.2 Support Services Fees
	 	 	21	 
	10.3 Offsets
	 	 	21	 
	ARTICLE XI ROYAL STREET PROVISION OF WHOLESALE SERVICES TO METROPCS
	 	 	22	 
	11.1 Coordination of System Capacity
	 	 	22	 
	11.2 Expansion of System Capacity
	 	 	22	 
	11.3 Allocation of Capacity
	 	 	22	 
	11.4 Royal Street’s Right to Sell Wholesale PCS Service
	 	 	22	 
	11.5 Royal Street Responsibility for Royal Street Customers
	 	 	23	 
	11.6 MetroPCS Responsibility for MetroPCS
Customers
	 	 	23	 
	ARTICLE XII FEES FOR WHOLESALE SERVICE
	 	 	23	 
	12.1 Wholesale Services Fees
	 	 	23	 
	12.2 Fees Exclusive of Taxes and Other
Assessments
	 	 	24	 
	12.3 Most Favored Nation
	 	 	24	 
	ARTICLE XIII
	 	 	24	 
	13.1 Wholesale Services Payment Procedures
	 	 	24	 
	13.2 MetroPCS Support Services Payment
Procedures
	 	 	25	 
	13.3 Out-Of-Pocket Expenses
	 	 	25	 
	13.4 Disputes
	 	 	25	 




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TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page	 
	13.5 Suspension of Services
	 	 	25	 
	13.6 Audits
	 	 	25	 
	ARTICLE XIV APPLICABLE TAXES
	 	 	26	 
	14.1 Payment of Taxes
	 	 	26	 
	14.2 Taxes on Royal Street’s Lease of Equipment and
Facilities and MetroPCS’s Pro vision of Services
	 	 	26	 
	14.3 Taxes on MetroPCS’s Purchase of MetroPCS Wholesale Services
	 	 	27	 
	14.4 Cooperation
	 	 	27	 
	ARTICLE XV ACCOUNTING AND REPORTS
	 	 	28	 
	15.1 Books and Records
	 	 	28	 
	ARTICLE XVI TERM AND TERMINATION
	 	 	28	 
	16.1 Term
	 	 	28	 
	16.2 Termination
	 	 	29	 
	16.3 Transition
	 	 	31	 
	16.4 Remedies in Lieu of Termination
	 	 	31	 
	ARTICLE XVII INTELLECTUAL PROPERTY AND TRADEMARKS
	 	 	32	 
	ARTICLE XVIII COMPLIANCE WITH LAWS
	 	 	32	 
	18.1 Compliance with the Communications Act
	 	 	32	 
	18.2 No Violation
	 	 	32	 
	18.3 Preservation of Control
	 	 	32	 
	18.4 Regulatory Submissions
	 	 	32	 
	18.5 Modification or Amendment of this Agreement
	 	 	33	 
	ARTICLE XIX INDEMNIFICATION
	 	 	33	 
	19.1 General
	 	 	33	 
	19.2 Indemnification Procedure
	 	 	34	 
	19.3 Mitigation of Damages
	 	 	35	 
	19.4 Claim of Infringement
	 	 	35	 
	ARTICLE XX REPRESENTATIONS AND WARRANTIES
	 	 	35	 
	20.1 Organization, Standing and Authority
	 	 	35	 
	20.2 No Violation
	 	 	36	 
	20.3 Consents and Approvals
	 	 	36	 
	20.4 Regulatory Compliance of Facilities
	 	 	36	 




CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, METROPCS, C9 WIRELESS AND ROYAL STREET
COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES





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TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page	 
	20.5 MetroPCS’s Covenant of Workmanlike
Quality
	 	 	36	 
	ARTICLE XXI LIMITATION OF LIABILITY
	 	 	37	 
	21.1 Limitations of Responsibility
	 	 	37	 
	21.2 Limitations of Damages
	 	 	37	 
	21.3 Limitations of Liability
	 	 	37	 
	21.4 Further Limitations
	 	 	38	 
	ARTICLE XXII CONFIDENTIALITY
	 	 	38	 
	22.1 General
	 	 	38	 
	22.2 Obligation to Protect Proprietary
Information
	 	 	38	 
	22.3 Judicial or Administrative Proceedings

	 	 	39	 
	22.4 Loss or Unauthorized Use
	 	 	39	 
	22.5 Nondisclosure Agreements
	 	 	39	 
	22.6 Termination
	 	 	39	 
	22.7 Irreparable Injury by Disclosure to
Competitors
	 	 	39	 
	22.8 Survival of Nondisclosure Obligations
	 	 	40	 
	ARTICLE XXIII GENERAL PROVISIONS
	 	 	40	 
	23.1 Americans With Disabilities Act
	 	 	40	 
	23.2 Amendment
	 	 	40	 
	23.3 Assignment
	 	 	40	 
	23.4 Attachments
	 	 	40	 
	23.5 Cooperation
	 	 	40	 
	23.6 Costs, Expenses and Attorneys’ Fees
	 	 	41	 
	23.7 Dispute Resolution
	 	 	41	 
	23.8 Entire Agreement
	 	 	41	 
	23.9 Execution
	 	 	41	 
	23.10 Force Majeure
	 	 	41	 
	23.11 Good Faith Performance
	 	 	41	 
	23.12 Governing Law
	 	 	42	 
	23.13 Insurance
	 	 	42	 
	23.14 Joint Work Product
	 	 	42	 
	23.15 Labor Relations
	 	 	42	 




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TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page	 
	23.16 No Waiver
	 	 	42	 
	23.17 Nonexclusive Dealings
	 	 	43	 
	23.18 Notices
	 	 	43	 
	23.19 Publicity
	 	 	44	 
	23.20 Regulatory Filings
	 	 	44	 
	23.21 Relationship of Parties
	 	 	44	 
	23.22 Rules of Construction
	 	 	44	 
	23.23 Severability
	 	 	45	 
	23.24 Third Party Warranties
	 	 	45	 
	23.25 Third Party Beneficiaries
	 	 	45	 
	23.26 Use of Contractors and Agents
	 	 	45	 
	23.27 Venue; Waiver of Jury Trial
	 	 	46	 
	 
	 	 	 	 
	APPENDIX A
	 	 	 	 
	 
	 	 	 	 
	Master Equipment and Facilities Lease Agreement
	 	 	 	 
	 
	 	 	 	 
	APPENDIX B
	 	 	 	 
	 
	 	 	 	 
	Wholesale Services Fees
	 	 	 	 




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COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES





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SERVICES AGREEMENT




     This Amended and Restated Services Agreement (this “Agreement”) is executed on December 15,
2005 as of November 24, 2004, by and between Royal Street Communications, LLC, a Delaware limited
liability company, with its principal offices located at 611 Hill Street, Southampton, NY 11968
(“Royal Street”), and MetroPCS Wireless, Inc., a Delaware corporation, with its principal offices
located at 8144 Walnut Hill Lane, Suite 800, Dallas, Texas (“MetroPCS”). Individually, each of
Royal Street and MetroPCS is a “Party” and collectively they are “Parties.”



RECITALS




     WHEREAS, Royal Street and MetroPCS desire to enter into an agreement pursuant to which
MetroPCS agrees, upon request and at all times subject to Royal Street’s oversight, review,
supervision and control, to provide support services in connection with the design, construction,
maintenance and operation of a broadband PCS System that is technically and operationally
compatible with systems owned and operated by MetroPCS in the event that Royal Street is a
Successful Bidder in Auction No. 58;



     WHEREAS, Royal Street has concluded that it is in Royal Street’s best interest to devote a
portion of its network capacity to the sale of PCS Service to MetroPCS on a wholesale basis, and
MetroPCS wishes to enter into an agreement to facilitate this Royal Street plan;



     WHEREAS, the parties desire to amend and restate in its entirety the Services Agreement, which
originally was entered into as of November 24, 2004, by and between Royal Street and MetroPCS;



     WHEREAS, Royal Street and MetroPCS desire to enter into this Agreement on the terms and
conditions set forth herein.



     NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties hereby
agree as follows:



ARTICLE I




DEFINITIONS




1.1 Definitions




     For purposes of this Agreement, and in addition to the terms defined elsewhere in this
Agreement and in the LLC Agreement, the following terms have the following meanings:


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COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES




 









 





     “Act” or “Communications Act” means the Communications Act of 1934, as amended by, inter alia,
the Telecommunications Act of 1996, codified at 47 U.S.C. § 15l, et seq., as it may be amended in
the future, including the rules, regulations and policies of the FCC.



     “Affiliate” shall mean, with respect to any Person, any Person directly or indirectly
Controlling, Controlled by, or under Common Control with such other Person at any time during the
period for which the determination of affiliation is being made. For the purposes of this
Agreement, “Control” (including the correlative meanings of the terms “Controlled by” and “under
Common Control with”), as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of management policies of such Person,
whether through the ownership of voting securities, by contract or otherwise.



     “Agreement” means this Services Agreement entered into between MetroPCS and Royal Street, and
any amendments thereto.



     “Ancillary Agreements” shall mean the Services Agreement, the Credit Agreement and the
related agreements appended thereto.



     “Annual Budget” shall have the meaning set forth in Section 2.9(a) of the LLC Agreement.



     “Applicable Law” means, with respect to any Person, any federal, state, local or foreign law,
statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award,
agency requirement, franchise, license or permit of, or any interpretation or administration of any
of the foregoing by, any Governmental Entity, whether in effect as of the date hereof or
thereafter, and in each case as amended, applicable to such Person or its Affiliates or their
respective assets.



     “Associated MetroPCS CMRS System” means a MetroPCS CMRS System with which the Royal Street
System is compatible.



     “Auction No. 58” means the Broadband PCS Auction conducted by the FCC as described in Public
Notice, DA-04-3005 (rel. Sep. 16, 2004).



     “Auction Process” means the process and procedure through which those Licenses being auctioned
by the FCC in Auction No. 58 were offered to qualified bidders commencing with preparation and
filing of FCC Form 175 for Auction No. 58 through the award of any License for which Royal Street
is the Successful Bidder.



     “Breach Notice” shall have the meaning set forth in Section 16.2(a)(i)(A) of this Agreement.



     “BTS” means a Base Transceiver Station.


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COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES




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     “Budget Officer” shall have the meaning set forth in Section 2.9(a) of the LLC Agreement.



     “Build-Out” means the construction of a Commercial Mobile Radio Service system in accordance
with Applicable Law and the rules and regulations promulgated by the FCC.



     “Business Plan” shall have meaning set forth in Section 2.10(a) of the LLC Agreement.



     “CALEA” means the Communications Assistance for Law Enforcement Act of 1994 (47 U.S.C. § 1001
et seq.).



     “CDMA” shall refer to the Code Division Multiple Access broadband technology.



     “Cell Site” means the physical location of Cell Site Equipment.



     “Cell Site Equipment” means the physical facilities, including, but not limited to, any real
property interests, transmitters, receivers, transceivers, transceiver cabinets, antenna systems,
transmission lines, BTSs, RF combining and filtering equipment, multi-carrier channel amplifiers,
power supplies, outdoor cabinets and/or shelters, environmental conditioning equipment, alarm and
monitoring equipment and other miscellaneous equipment and facilities located at a Cell Site or
BTS, as the case may be, and used to transmit and receive wireless communications in connection
with a CMRS System and to alarm and monitor the CMRS System.



     “Chief Executive Officer” or “CEO” shall refer to the chief executive officer of Royal Street
as designated by the Management Committee pursuant to the LLC Agreement.



     “Claims” shall have the meaning set forth in Section 19.1 of this Agreement.



     “Commercial Mobile Radio Service” or “CMRS” means a commercial mobile radio service as defined
in 47 C.F.R. § 20.3.



     “Commercial Service” shall mean the provision in exchange for consideration of wholesale or
retail PCS service by a licensee to at least one unaffiliated customer or subscriber.



     “Construction Group” shall have the meaning set forth in Section 5.1 (a) of this Agreement.



     “Construction Plan” shall have the meaning set forth in Section 5.1(c) of this Agreement.


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     “Construction Schedule” shall have the meaning set forth in Section 5.1 (a) of this
Agreement.



     “Credit Agreement” means the Second Amended and Restated Credit Agreement by and between
MetroPCS and Royal Street executed on December 15, 2005 as of December 22, 2004, as that agreement
may be amended from time to time.



     “Effective Date” means the date of the release of a Public Notice by the FCC announcing
that Royal Street was the high bidder on any license or licenses that were subject to auction
in Auction No. 58.



     “Equipment and Facilities” means such equipment, facilities, databases, data processing
services, software, and such other Intellectual Property, hardware, functions, real property, and
services employed in the operation of a CMRS System.



     “Equipment and Facilities Lease Agreement” means the form of Master Equipment and
Facilities Lease Agreement set forth in Appendix A hereto.



     “Failed Services” shall have the meaning set forth in Section 16.4 of this Agreement.



     “FCC” means the Federal Communications Commission created pursuant to the Act, or any
successor agency.



     “Final Order” means an order as to which the time for filing a request for administrative or
judicial relief, or for instituting administrative review sua sponte, shall have
expired without any such filing having been made or notice of review having been issued; or, in the
event of such filing or review sua sponte, as to which such filing or review shall
have been disposed of favorably to the order and the time for seeking further relief with respect
thereto shall have expired without any request for such further relief having been filed.



     “GAAP” shall mean United States generally accepted accounting principles in effect from
time to time.



     “Governmental Entity” means any government or political subdivision thereof, including without
limitation, any state, regional or municipal authority, any governmental department, ministry,
commission, board, bureau, agency, regulatory authority, instrumentality, judicial, or
administrative body, having jurisdiction over the matter or matters in question.



     “Indemnified Party” shall have the meaning set forth in Section 19.1 of this Agreement.



     “Indemnifying Party” shall have the meaning set forth in Section 19.1 of this Agreement.


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     “Independent Contractor” means a Person unaffiliated with MetroPCS who provides services
involved in operating the Royal Street Systems.



     “Intellectual Property” means ideas, patents, patent applications, copyrights, trade secrets,
software and technology, but specifically excludes trademarks, service marks, trade names, and
brands.



     “LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Royal
Street Communications, LLC, executed on December 15, 2005 as of November 24, 2004, by and among
MetroPCS Wireless, Inc., GWI PCS1, Inc. and C9 Wireless, LLC, as that agreement may be amended from
time to time.



     “License” means any license for which Royal Street is a Successful Bidder.



     “Licensed Area” means the Cellular Geographic Service Area, the Major Trading Area or the
Basic Trading Area (as those terms are defined in the FCC’s rules) in which Royal Street or
MetroPCS is licensed by the FCC to provide CMRS Service.



     “Management Committee” means the governing committee of Royal Street as set forth in the
LLC Agreement.



     “Market” means the geographic area(s) in which Royal Street is authorized by the FCC to
provide Commercial Mobile Radio Service.



     “MetroPCS Brand Wireless Services” means retail CMRS Services marketed under the MetroPCS
trademark(s), whether by MetroPCS or by Royal Street.



     “MetroPCS CMRS System” means any CMRS System owned or operated by MetroPCS or used by MetroPCS
to provide a MetroPCS Brand Wireless Service, except that it shall not include any of the Royal
Street Systems.



     “MetroPCS Wholesale Service” means the wholesale PCS Service that Royal Street provides to
MetroPCS in the Royal Street Licensed Area.



     “MetroPCS Wholesale Services Fee” shall have the meaning set forth in Section 12.1 of this
Agreement.



     “Monthly Fee” shall have the meaning set forth in Section 10.2(a) of this Agreement.



     “Network” means the telecommunications infrastructure, whether leased or owned, that
Royal Street uses to provide MetroPCS Wholesale Service.



     “Network Service” means the services provided by MetroPCS to Royal Street under this Agreement
that Royal Street uses to provide PCS Service in the Royal Street Licensed Area using the spectrum
licensed by the FCC to Royal Street.


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     “Other Network Service” means the Network Services that Royal Street uses to provide Wholesale
Services to Other Royal Street Customers in the Royal Street Licensed Area.



     “Other Royal Street Customer” means a customer other than MetroPCS to PCS Service provided by
Royal Street on a wholesale basis and a customer other than MetroPCS that has entered into a
contract to take PCS Service from Royal Street on a wholesale basis.



     “Other Wholesale Services” means the Wholesale PCS Services that Royal Street provides
to Other Royal Street Customers in the Royal Street Licensed Area.



     “Out-of-Pocket Expenses” shall have the meaning given in Section 10.1.



     “PCS” or “PCS Service” means the personal communications services and related
telecommunications services authorized by Part 24 of the FCC’s rules.



     “PCS System” means the radio frequency and associated Equipment and Facilities necessary to
permit mobile or portable PCS customer premises equipment to communicate with the PSTN or other
interconnected telecommunications network for the provision of PCS Service.



     “PSTN” means the Public Switched Telephone Network.



     “Party” means either Royal Street or MetroPCS. “Parties” means Royal Street and MetroPCS.



     “Person” means any natural person or any sole proprietorship, corporation, limited liability
corporation or company, partnership, limited partnership, limited liability partnership, joint
venture, or other business entity, but shall not include any Governmental Entity or organization.



     “Planning Group” has the meaning set forth in Section 2.10(a) of the LLC Agreement.



     “Proprietary Information” means information of a confidential and proprietary nature that a
Party has the right to possess, and that the Party maintains in confidence.



     “Remitting” shall have the meaning set forth in Section 14.1 of this Agreement.



     “Royal Street Equipment and Facilities” means the Equipment and Facilities, whether owned or
leased, employed by Royal Street in the operation of its CMRS systems as such Equipment and
Facilities may change from time to time, including, but not limited to, Cell Sites, Cell Site
Equipment, switches, transport facilities, interconnection services and transport service.


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     “Royal Street System(s)” means the CMRS system(s) licensed to, constructed and operated by
Royal Street in each of the Markets.



     “Successful Bidder” means any Person that is awarded one (1) or more license(s) by the FCC
pursuant to the Auction Process related to Auction No. 58.



     “Support Services” means the services provided by MetroPCS to Royal Street to assist in the
construction, maintenance and operation of a broadband PCS System as set forth in greater detail in
Articles I through X of this Agreement.



     “Support Services Fee” shall have the meaning set forth in Section 10.2(a) of this Agreement.



     “System Capacity” means the total number of minutes of use that the Royal Street System
in a Market is designed to provide at the bouncing busy hour, as that capacity may be
determined through Royal Street’s business and budget planning process.



     “Systems Contact” shall have the meaning set forth in Section 8.1 (a) of this Agreement.



     “Tax” means any federal, state, local or foreign income, profits, franchise, gross receipts,
environmental, customs duty, stamp, payroll, sales, employment, disability, use, property,
withholding, excise, production, value added, occupancy or other tax, duty or assessment of any
nature whatsoever, including Universal Service Charge contributions or fees, together with all
interest, penalties and additions imposed with respect to such amounts.



     “Technical Services Plan” shall have the meaning given in Section 5.1(e).



     “Trademark” means trademark, service mark, trade name, logo, brand or similar distinguishing
mark.



     “Unfettered Access” means such physical access by Royal Street as is in accordance with
the rules, regulations and published decisions of the FCC.



     “Voting Securities” means any securities or other interests entitled to vote in the ordinary
course in the election of directors or of Persons serving in similar governing capacity of any
Person, including the voting rights attached to such securities or other interests.



     “Wholesale Commitment” shall have the meaning set forth in Section 11.3 of this Agreement.



     “Wholesale Services” means the provision of PCS Service by Royal Street on a wholesale basis
to MetroPCS or to Other Royal Street Customers.


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1.2 Capitalized Terms




     Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to
such terms in the LLC Agreement.



ARTICLE II




AUTHORITY




2.1 Control of Royal Street




     MetroPCS shall have responsibility for the day-to-day operations of Royal Street subject to
the direction and control of the Management Committee. In accordance with the foregoing, it is the
Parties’ express intention, understanding and agreement that the Management Committee and officers
of Royal Street, acting pursuant to the authority granted them under the LLC Agreement or by the
Management Committee, shall retain authority and ultimate control over the day-to-day operations of
Royal Street; the determination and implementation of policy and business strategy; the preparation
and filing of all materials with the FCC and other Governmental Entities; the employment,
supervision and dismissal of all personnel providing services under this Agreement; the payment of
all financial obligations and operating expenses (except for Out-of-Pocket Expenses); and the
negotiation of all contracts to be entered into by Royal Street. The Parties agree that Royal
Street shall retain Unfettered Access to all Equipment and Facilities associated with the Royal
Street Systems and shall receive all monies and profits and bear the risk of loss from the
operation of the Royal Street Systems.



2.2 Specific Limitations





	 	(a)	 	In addition to those matters elsewhere listed in this Agreement for
which Royal Street’s prior approval is required, MetroPCS shall not have authority to
undertake any of the following actions without Royal Street’s prior written authority:






	 	(i)	 	modify or take actions inconsistent with the
Annual Budget, Business Plan, Construction Schedule, Construction Plan
or Technical Services Plan as approved by the Management Committee;
	 
	 	(ii)	 	establish or alter the terms and conditions upon which
Royal Street offers CMRS;
	 
	 	(iii)	 	initiate or settle any legal action or litigation in
the name of Royal Street or the Royal Street Systems
	 
	 	(iv)	 	prepare any filings with the FCC or any other
Governmental Entity with respect to any Royal Street System.




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	 	(b)	 	In no circumstances shall MetroPCS have authority to undertake any of the
following actions:






	 	(i)	 	sell, trade or surrender any of the Licenses, or
attempt to materially modify any of the Licenses;
	 
	 	(ii)	 	sign or make any filings with the FCC or any other
Governmental Entity with respect to any Royal Street System; or
	 
	 	(iii)	 	cause Royal Street to incur any debt for borrowed
money or to grant a security interest in or to hypothecate any assets of
any Royal Street System.





2.3 Bank Accounts




     All expenses associated with the operation of the Royal Street Systems, except for
Out-of-Pocket Expenses, shall be paid from Royal Street’s accounts. There shall be no commingling
of Royal Street’s and MetroPCS’s funds.



2.4 Checks




     Royal Street may by
 written designation authorize a MetroPCS representative to sign checks or
send wire payments for non-recurring expenses in amounts less than *** and to sign other checks or send other wire payments in amounts
less than *** for recurring expenses, provided all such expenditures are in accordance
with the approved Annual Budget. MetroPCS shall promptly send to Royal Street copies of all such
checks written or wire payments sent for the Royal Street Systems, along with accompanying
invoices.



2.5 Excluded Services




     The Parties acknowledge and agree that Royal Street will be wholesaling certain network
telecommunications services to MetroPCS and that MetroPCS will utilize the purchased services to
provide retail telecommunications services to end users. Royal Street also is reserving certain
system capacity to enable it to wholesale network telecommunications services to Persons other than
MetroPCS and, if the Management Committee so determines, to sell retail services to the public.
This Agreement is not intended and shall not be construed to prevent Royal Street from offering PCS
Service on a retail basis. Royal Street shall ensure that the reserved percentage of the capacity
is available for Other Royal Street Customers. The Parties agree to negotiate in good faith on the
terms and conditions, including price, under which MetroPCS shall, upon request of Royal Street,
provide support services on commercially reasonable terms with respect to Royal Street provision of
capacity to such Other Royal Street Customers, provided that the price agreed to shall not exceed
***.


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ARTICLE III




SERVICE AND SUPPORT OBLIGATIONS OF METROPCS




3.1 General




     MetroPCS shall upon the request of Royal Street, in accordance with directions and guidance
from Royal Street and subject to the limitations on MetroPCS’s authority described in ARTICLE II,
assist Royal Street in the construction and operation of the Royal Street Systems. To this end,
MetroPCS shall, upon request, assist Royal Street by providing or arranging for: (i)
administrative, accounting, billing, credit, collection, insurance, purchasing, clerical and such
other general services as may be necessary to administer the Royal Street Systems; (ii)
operational, engineering, maintenance, repair and such other technical services as may be necessary
to operate the Royal Street Systems; and (iii) if requested by Royal Street in accordance with
Section 2.2 (a)(iv), assistance in the preparation of filings with regulatory authorities. Royal
Street shall compensate MetroPCS for its services in accordance with the terms of ARTICLE X of the
Agreement.



3.2 Specific Responsibilities




     MetroPCS shall, upon request of Royal Street, in accordance with directions and guidance from
Royal Street and the Royal Street-approved Business Plan and Annual Budgets and subject to the
limitations on MetroPCS’s authority described in ARTICLE II, assist Royal Street in supervising,
directly or through agents or subcontractors, day-to-day operations of the Royal Street Systems, and
such additional activities integral to the operation of the Royal Street Systems such as:




	 	(a)	 	negotiating, as agent for Royal Street, such agreements as may be necessary
for the provision of services, supplies, office or other types of space, utilities,
insurance, concessions and the like;
	 
	 	(b)	 	constructing the Royal Street System in accordance with the Technical
Services Plan to be developed by Royal Street;
	 
	 	(c)	 	maintaining the Royal Street Systems and monitoring the performance of the
Royal Street Systems in accordance with MetroPCS’s established procedures and
practices;
	 
	 	(d)	 	implementing roaming agreements; and
	 
	 	(e)	 	at Royal Street’s request assisting Royal Street in accordance with Section
2.2(a)(iv) in the preparation of filings, applications, reports and other matters with
Governmental Entities.




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ARTICLE IV




ASSISTANCE OF METROPCS IN PREPARING

BUDGETS AND BUSINESS PLANS




4.1 General





	 	(a)	 	In developing the Royal Street Systems and the related Annual Budgets, Royal
Street intends to establish Royal Street Systems capable of providing service of high
quality that are fully competitive with any other provider of like Commercial Mobile
Radio Service in each Market.
	 
	 	(b)	 	In connection with the development of the Business Plan and Annual Budgets,
Royal Street shall inform MetroPCS of the nature and type of services that the Royal
Street Systems shall offer, the terms upon which such services shall be offered, and
the prices to be charged with respect to such services.
	 
	 	(c)	 	The services provided by MetroPCS to Royal Street under this Agreement are
based upon Royal Street’s intention to provide wholesale carrier-to- carrier services
rather than retail carrier-to-end user services. If the Management Committee decides
to provide retail services to the public, the Parties shall, upon request of Royal
Street, negotiate in good faith to modify the services provided by MetroPCS
accordingly.





4.2 Support With Annual Budgets




     Upon request of Royal Street, MetroPCS shall provide the Budget Officer with information
useful in his preparation of the initial Annual Budget and subsequent Annual Budgets including, but
not limited to, reports, data and other information.



4.3 Support With Business Plans




     Upon request of Royal Street, MetroPCS shall provide the Planning Group with information
useful in the preparation of the Royal Street Business Plan including, but not limited to, reports,
data, and other information.



ARTICLE V




TECHNICAL ASSISTANCE TO BE OFFERED BY METROPCS




5.1 Build-Out





	 	(a)	 	Within thirty (30) days of the release of the Public Notice by the
FCC announcing that Royal Street is the Successful Bidder for any license
issued pursuant to Auction No. 58, Royal Street and MetroPCS shall




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	 	 	 	endeavor to meet to discuss plans for the construction of the system or systems that the
FCC has announced will be awarded to Royal Street. The Management Committee shall select a
group of officers and management level persons, (the “Construction Group”), to develop in
accordance with the directions provided by the Management Committee, a schedule for the
construction and installation of the Royal Street Systems in each of the Markets in which
Royal Street is the Successful Bidder, provided that the majority of such persons are
employees of Royal Street or representatives of C9 Wireless and not employees or
representatives of the MetroPCS Parties. Upon the request of Royal Street, MetroPCS shall
provide information to the Construction Group that may be helpful in its preparation of
such schedule including, but not limited to, reports and data. The schedule shall include
(i) the order in which each of the Markets in which Royal Street is the Successful Bidder
will be built and (ii) the date by which the Markets will be ready for testing and ready
for service (“Construction Schedule”). The Construction Schedule shall include appropriate
benchmarks for completion of the construction in each of the Markets in which Royal Street
is the Successful Bidder, but in all events, each of those Markets shall be Built-Out in a
timely fashion as may be required by the FCC rules such that no License is subject to being
reclaimed by the FCC and no penalties may be imposed on Royal Street.
	 
	 	(b)	 	As promptly as practicable after receipt of the Construction Schedule, the Management
Committee shall review the Construction Schedule and approve, modify or return the Schedule to
the Construction Group for modification in accordance with the Management Committee’s
direction. The Construction Group shall revise the Construction Schedule in accordance with
the Management Committee’s directions.
	 
	 	(c)	 	Upon approval of the Construction Schedule, the Construction Group shall develop a
Construction Plan for each Market, which shall set forth the plans for construction of the
specific Market, including (i) the location of the proposed Cell Sites, (ii) the vendors for
switches and base stations, and the facilities and vendors to be used to interconnect the Cell
Sites, (iii) the budget for the construction and implementation, (iv) the manner in which the
system will be interconnected to the landline telephone network, and (v) such other
specifications as the Construction Group may include (the “Construction Plan”). Royal Street
may, in its sole discretion, request that MetroPCS provide information to the Construction
Group that may be useful in its preparation of the Construction Plan. The Construction Plan
for each Market shall be submitted to the Management Committee for its approval in sufficient
time for construction of the system in that Market to be completed in accordance with the
Construction Schedule.




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	 	(d)	 	The Management Committee shall review the Construction Plan as promptly as is
practicable after receipt, and approve, modify or return the Plan to the Construction
Group for modification in accordance with the Management Committee’s direction. The
Construction Group shall resubmit promptly thereafter any returned Proposal to the
Management Committee for approval. As promptly as practicable following receipt of the
revised Construction Plan, the Management Committee shall approve or modify the Plan and
may direct MetroPCS to implement the Construction Plan as specified by the Management
Committee.
	 
	 	(e)	 	The Construction Plan will implement a technical services plan (the “Technical Services
Plan”) to be developed by the Construction Group and the Management Committee. Based upon the
independent technology platform assessment conducted by Royal Street and Royal Street’s
business determination that it is in its interest to maintain nationwide compatibility and
interoperability with other systems owned or operated by MetroPCS, the Plan will be designed
to maximize the benefits that Royal Street and MetroPCS, collectively, may obtain from the
other CMRS systems owned, controlled or operated by MetroPCS. To that end, the Parties agree,
subject to the understandings reflected in this Section 5.1, to cooperate to assure technical
and operational compatibility between the Royal Street Systems and the CMRS systems owned,
controlled or operated by MetroPCS with respect to the following matters, among others:






	 	(i)	 	The technology-based platforms of the Royal Street Systems will be
compatible and interoperable with those of MetroPCS, as the Parties may specify in
each Market, in order to permit nationwide, and where appropriate, worldwide roaming
among the systems;
	 
	 	(ii)	 	The Royal Street Systems will be capable of offering subscribers and
roamers with the services, features, and functions offered by the CMRS systems owned,
controlled or operated by MetroPCS that use the same technology, i.e. CDMA;
	 
	 	(iii)	 	To the extent technically feasible, the digital technology standards
used by the Royal Street Systems will permit seamless interoperation and roaming with
the digital systems owned, controlled or operated by MetroPCS; and
	 
	 	(iv)	 	The Royal Street Systems will satisfy all applicable construction
and other service requirements imposed by the FCC.






	 	(f)	 	The Technical Services Plan also will address matters related to
interconnect fees and standards for coverage, quality of coverage, dropped calls, customer
service and reliability.




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	 	(g)	 	Upon request of Royal Street, MetroPCS will assist in the construction
and installation of the Royal Street Systems to be deployed in the Markets in which
Royal Street is the Successful Bidder. MetroPCS’s performance shall be subject to
review, oversight and direction of the Management Committee.
	 
	 	(h)	 	In order to permit Royal Street to have the benefit of MetroPCS’
discounts from vendors of telecommunications infrastructure, and in order to enhance
the purchasing power of MetroPCS with vendors by increasing the volume of the MetroPCS
purchases from the vendors, the Equipment and Facilities required by Royal Street to
operate the Royal Street Systems in accordance with the Business Plan shall, at Royal
Street’s request, be acquired by MetroPCS and leased to Royal Street pursuant to a
Master Equipment and Facilities Lease Agreement substantially in the form of Appendix
A hereto. The terms of the Master Equipment and Facilities Lease Agreement shall be
commercially reasonable taking into consideration the useful life of the leased
equipment, its salvage value at the end of the lease term, and the parties’
expectation that MetroPCS ***.
Notwithstanding the fact that Royal Street is the lessee rather than the beneficial
owner of the Equipment and Facilities, Royal Street shall have Unfettered Access to
the Equipment and Facilities at all times.





5.2 Telephone Numbers





	 	(a)	 	MetroPCS shall, upon Royal Street’s request, assist Royal Street in acquiring
telephone numbers for any PCS Service that Royal Street sells to MetroPCS and
programming such telephone numbers into the appropriate switch. Except as may
otherwise be agreed to by the Parties pursuant to Section 2.5 of this Agreement,
MetroPCS shall have no responsibility for assisting Royal Street in acquiring
telephone numbers for any PCS Service that Royal Street sells to any Other Royal
Street Customer.
	 
	 	(b)	 	MetroPCS shall, upon Royal Street’s request, program the switches and take
other reasonably necessary actions to permit Other Royal Street Customers to utilize
numbers with NXX Codes assigned to Royal Street or the Other Royal Street Customers in
the Market.
	 
	 	(c)	 	The PCS Service that Royal Street provides in the Markets shall permit each
telephone number to be associated with only one handset, unless Royal Street and
MetroPCS otherwise agree.
	 
	 	(d)	 	MetroPCS shall assist Royal Street to activate a telephone number of any
retail or wholesale customer of any Other Royal Street Customers upon a written
request made by Royal Street. MetroPCS shall fulfill orders to




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	 	 	 	activate numbers for any Other Royal Street Customer in accordance with the same
performance metrics as MetroPCS employs for fulfilling its own orders.
	 
	 	(e)	 	If Royal Street desires to modify or terminate PCS Service to a
telephone number assigned to one of its Other Royal Street Customers, Royal Street
shall provide MetroPCS written or electronic notice, in accordance with such
procedures as the Parties may adopt. If Royal Street reasonably believes that the
telephone number is being used fraudulently or that the handset has been lost or
stolen and electronic notification systems have not been deployed by the Parties to
effect terminations, Royal Street may provide MetroPCS with oral notice of
termination, which shall be confirmed in writing within the earlier of four (4) hours
during normal business hours or twelve (12) hours during other times. MetroPCS shall
modify or terminate service to the notified number as quickly, on average, as it would
do so for itself or any third party, on average, but in any event within the earlier
of four (4) hours during normal business hours or twelve (12) hours during other
times, after receipt of the notice. Notwithstanding the foregoing, Royal Street shall
remain responsible, financially and otherwise, for its Other Royal Street Customers
until the modification or termination of service is complete.





5.3 Reciprocal Roaming Arrangements





	 	(a)	 	Upon request, MetroPCS will make commercially reasonable efforts to help
Royal Street in reaching roaming arrangements that are commercially reasonable and no
less favorable than those offered to or received from similarly situated carriers.
	 
	 	(b)	 	Upon request, MetroPCS will make commercially reasonable efforts to help
Royal Street become a party to roaming arrangements between MetroPCS and other
wireless telecommunications carriers as long as MetroPCS retains an equity interest in
Royal Street.





5.4 Interconnection Agreements





	 	(a)	 	At Royal Street’s request and subject to its approval, MetroPCS will
negotiate on behalf of Royal Street interconnection agreements with the local
exchange carriers in each of the Markets in which Royal Street acquires a license
that will assure interconnection to the landline telecommunications network on
terms and conditions that are at least comparable to those obtained by other
similarly situated CMRS operators in the Market. At Royal Street’s request,
MetroPCS shall administer the interconnection agreement on behalf of Royal Street
and negotiate such modifications or other arrangements for interconnection as the
Management Committee may direct.




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	 	(b)	 	At Royal Street’s request, where a Royal Street System is in a Market in
which MetroPCS owns or operates another CMRS system, MetroPCS shall, to the extent
possible and necessary, arrange for the modification of MetroPCS’s interconnection
agreements with the local exchange carrier to include the Royal Street System
managed by MetroPCS in those interconnection agreements.





5.5 Interexchange Service





	 	(a)	 	MetroPCS will make commercially reasonable efforts to negotiate with
other providers at Royal Street’s request, and obtain on behalf of Royal Street
interexchange telecommunications services for Royal Street and for resale to its
customers which will permit Royal Street to offer interexchange telecommunications
services that are competitive with the interexchange telecommunications of other CMRS
providers in the Market. Any agreements to obtain interexchange telecommunications
services shall be approved by Royal Street prior to their execution.





ARTICLE VI




OTHER UNDERSTANDINGS




6.1 Service Interruptions




     The Parties agree and acknowledge that, given the complex nature of the Royal Street Systems,
service interruptions may occur. The Parties shall use their best efforts to avoid any unnecessary
service interruptions and to work with each other to plan and coordinate necessary service
interruptions so as to minimize disruptions to their customers.



6.2 Customer Relations




     Each Party shall be responsible for its dealings with its customers and shall act in a manner
consistent with the highest standards of honesty, integrity and fair dealings and shall not do
anything that would discredit, dishonor, reflect adversely upon or in any manner injure the
reputation of the other Party or its Affiliates. Each Party shall refrain, and shall cause its
agents to refrain, from any business practices or promotional activity which may be injurious or
detrimental to the other Party or its Affiliates, provided, however, that nothing in this Section
shall be construed to limit each Party’s ability to compete freely with the other to the extent
that MetroPCS and Royal Street are providing competing services.



6.3 Calling Plans




     At Royal Street’s request, MetroPCS shall research and inform Royal Street of any national or
other wide area service plans that Royal Street may choose to offer in its


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markets. Royal Street, at its sole discretion, shall decide whether to cause the Royal Street
Systems or a portion of them to participate in any such plans.




6.4 Performance Standards




     At Royal Street’s request, MetroPCS shall assist Royal Street in developing performance
standards that satisfy the service objectives set by Royal Street for the Royal Street Systems,
with the understanding that Royal Street intends the quality of the products and services offered
by Royal Street to be at least as high as the quality of similar products and services provided by
a majority of the CMRS systems owned, controlled or operated by MetroPCS modified or adjusted as
appropriate for the specific Markets in which Royal Street is the Successful Bidder. Royal Street
may review and adjust these performance standards periodically so that the Royal Street Systems
remain competitive with other CMRS operators in the Market and nationwide.



ARTICLE VII




REPORTS AND AUDITS




7.1 Alarm Monitoring and Reports




     Upon the request of Royal Street, MetroPCS shall monitor the performance of the Royal Street
Systems and shall provide Royal Street periodically, in accordance with such procedures normally
employed by MetroPCS with respect to its CMRS Systems, unless modified by the Parties, a list of
alarms and outages. Upon the request of Royal Street, MetroPCS shall respond to any alarm affecting
Royal Street’s PCS Service in accordance with such procedures as the Parties may agree upon from
time to time consistent with the performance metrics applicable to the Royal Street Systems.



7.2 Traffic Reports




     Upon the request of Royal Street, MetroPCS shall provide Royal Street with monthly reports for
the Royal Street Systems with such operational data and details as Royal Street may request. Those
reports may include such operational data and details as are customarily maintained in the ordinary
course of a PCS business and will permit Royal Street reasonably to evaluate the quality of the
Royal Street Systems and the accuracy of the charges assessed.



7.3 Billing Information




     Upon the request of Royal Street, MetroPCS shall provide Royal Street, at least once per
calendar month on such date as the Parties may agree, detailed call data information in the same
standard electronic format as MetroPCS employs for the MetroPCS CMRS System and as may be
reasonably necessary for Royal Street to issue bills for services to its Other Royal Street
Customers in the Market. Royal Street shall bear the costs of billing its subscribers, including
any costs of converting call data


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information provided by MetroPCS into bills. Upon request of Royal Street, MetroPCS will negotiate
in good faith with Royal Street to provide billing support services on commercially reasonable
terms for the Other Royal Street Customers, provided that the price
agreed to shall not exceed ***.




ARTICLE VIII




METROPCS’S PERSONNEL




8.1 General





	 	(a)	 	Subject to Section 8.1(c), MetroPCS shall designate one or more employees who
are experienced in the construction and operation of CMRS systems to serve as the
point or points of contact responsible for the performance of MetroPCS’s functions
under this Agreement with respect to all the Royal Street Systems or a specific Royal
Street System for each or several Markets (the “Systems Contact”), and may change
these individuals at its discretion and upon written notice to Royal Street.
	 
	 	(b)	 	MetroPCS shall provide Royal Street, upon the Effective Date and on such
periodic basis thereafter as Royal Street may reasonably request, a list of the
individuals employed by MetroPCS in management and supervisory positions in connection
with the services provided in connection with the Royal Street Systems, and shall
provide Royal Street any such information as Royal Street may reasonably require
concerning their qualifications to perform the functions assigned.
	 
	 	(c)	 	Subject to Applicable Law, Royal Street shall have the right to require, upon
reasonable notice, (i) the replacement of any Systems Contact for any Royal Street
System, or (ii) the reassignment of any MetroPCS employee assigned to work on any
Royal Street System such that the employee no longer works on any Royal Street System.
	 
	 	(d)	 	MetroPCS shall provide Royal Street with its personnel policies, which
policies shall include reasonable provisions to assure the honesty, integrity and
character of all of the personnel that MetroPCS assigns to perform its
responsibilities under this Agreement, and shall make such reasonable changes and
modifications in those policies with respect to the Royal Street Systems as Royal
Street may request.





8.2 Independent Contractors




     Upon prior written notice to Royal Street given in sufficient time and detail to allow Royal
Street to object, MetroPCS may engage qualified Independent Contractors to perform specific
services, necessary to construct, maintain, and operate the Royal Street


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Systems. Notwithstanding the foregoing and subject to Applicable Law, Royal Street shall have the
unfettered right, to require that MetroPCS discharge any Independent Contractor performing services
under this Agreement, or to bar MetroPCS from hiring any specific Independent Contractor to perform
services under this Agreement. Royal Street shall indemnify MetroPCS for any wrongful discharge of
an Independent Contractor engaged without objection from Royal Street following proper notice from
MetroPCS in accordance with this Section 8.2, and Royal Street shall, in these circumstances, bear
any costs or expenses lawfully charged by such Independent Contractor associated with such
termination.




ARTICLE IX




APPROVALS




9.1 Royal Street Supervisor




     In order to facilitate Royal Street’s oversight, supervision and ultimate control of the Royal
Street Systems, Royal Street specifies its Chief Executive Officer as the individual to whom
MetroPCS shall report and request approvals required under this Agreement, unless the CEO delegates
such responsibility to another officer or employee of Royal Street. Royal Street may change these
individuals at any time by prior written notice to MetroPCS. Where the CEO delegates the
responsibilities under this Section 9.1 to another officer or employee, MetroPCS may rely on any
approvals or consents given by such delegatee.



9.2 Time Schedule for Approval





	 	(a)	 	Royal Street shall notify MetroPCS in writing as soon as practicable, after
Royal Street receives a request for an approval required to be obtained under this
Agreement, whether Royal Street approves or disapproves the request. Any disapproval
shall include an explanation why Royal Street has rejected the recommendation such
that MetroPCS may address Royal Street’s concerns.
	 
	 	(b)	 	Royal Street acknowledges that time may be of the essence in connection with
certain filings, including FCC applications, reports and other filings, and hereby
covenants and agrees that it will exercise appropriate diligence to prepare, execute
and file FCC applications and reports in a timely fashion and that the CEO or his
delegatee will be available to consult with and assist MetroPCS in connection with any
such applications, reports, and other filings which Royal Street has requested in
writing that MetroPCS assist Royal Street to prepare.





9.3 Failure to Approve



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	 	(a)	 	In the event that a request of MetroPCS for approval is time sensitive, has not
been acted upon by Royal Street on a timely basis, and the failure to act may have
an adverse effect on the business, MetroPCS may so notify Royal Street and request
that Royal Street act upon the request for approval within a specified time frame
that is reasonably related to the deadline. Any such MetroPCS request under this
section that Royal Street act within a specified time frame shall be in writing.
	 
	 	(b)	 	MetroPCS shall be indemnified and held harmless with respect to any damages
or injury resulting from the failure of Royal Street to act in a timely manner upon a
request of MetroPCS for approval, provided that Royal Street has actual notice of the
time sensitive nature of the request.





ARTICLE X




COMPENSATION TO METROPCS




10.1 Reimbursement




     Except as provided in Section 10.1(c), Royal Street shall reimburse MetroPCS at cost for all
expenses reasonably incurred by MetroPCS in the performance of its responsibilities under this
Agreement which are agreed by the Parties to be Out-of-Pocket Expenses (“Out-of-Pocket Expenses”).




	 	(a)	 	Out-of-Pocket Expenses include, but are not limited to, costs incurred by
MetroPCS in the execution and fulfillment of its obligations under this Agreement,
such as: (i) administrative, accounting, billing, credit, collection, insurance,
purchasing, clerical and such other general services as may be necessary to administer
the Royal Street Systems; (ii) operational, engineering, maintenance, repair and such
other technical services as may be necessary to operate the Royal Street Systems;
(iii) occupancy; (iv) the salary and associated expenses of the Systems Contact of any
Royal Street System to the extent their services relate to the construction and
operation of the Royal Street System as provided in Section 8.1(a); (v) Independent
Contractors; and (vi) MetroPCS’s non- managerial and non-supervisory employees. A more
specific categorization of Out-of-Pocket Expenses, including which categories of
employees are non-managerial and non-supervisory, shall be set forth in the Annual
Budget.
	 
	 	(b)	 	With respect to costs of services for non-managerial and non-supervisory
employees of MetroPCS who devote a portion, but not all, of their time to performing
MetroPCS’s obligations under this Agreement, such costs shall
include ***. Such costs shall be calculated at hourly rates determined on
the basis of the individual




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	 	 	 	employees’ annual salaries, taxes, insurance and benefits, plus an additional
*** of those amounts to cover administrative overhead and other
compensation associated with such employees.
	 
	 	(c)	 	The Parties acknowledge and agree that MetroPCS is not obligated to
provide at cost under this Agreement the additional services in support of Other
Royal Street Customers that are contemplated by Section 2.5. Rather, MetroPCS shall
be obligated to provide such services, upon request, ***.





10.2 Support Services Fees





	 	(a)	 	Subject to such adjustments negotiated by the Parties in good faith as may be
appropriate in light of the number of Licenses (if any) that Royal Street may acquire
and the amount of spectrum represented by such Licenses and in addition to
Out-of-Pocket Expenses, Royal Street shall pay MetroPCS an additional services fee
(the “Support Services Fee”) for the performance of its responsibilities under this
Agreement in an amount equal to *** (collectively, the “Monthly Fee”)
beginning with the License grant date and continuing up to the commencement of Support
Services, at which time the Support Services Fee shall become the greater of the
Monthly Fee or ***.
	 
	 	(b)	 	The Support Services Fee shall be payable in equal monthly installments due
on the last business day of each month beginning on the License grant date.
	 
	 	(c)	 	The Parties will review the Support Services Fee specified in Section 10.2(a)
after the close of Auction No. 58 with a view to revising the fee, as may be
appropriate, in light of the results of the auction. Among the factors to be
considered with respect to any adjustment in the Support Services Fee are the number
of Markets in which Royal Street is the Successful Bidder, the number of POPs and the
amount of spectrum involved, the number of Markets acquired by Royal Street in which
MetroPCS owns or operates CMRS systems and the number of Markets in which MetroPCS
does not own or operate such systems.





10.3 Offsets




     Each Party agrees that notwithstanding anything contained herein to the contrary, the other
Party may offset any amounts due from such other Party, or its Affiliates, with any amounts due to
such other Party, or its Affiliates.


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ARTICLE XI




ROYAL STREET PROVISION OF

WHOLESALE SERVICES TO METROPCS




11.1 Coordination of System Capacity




     The Parties shall consult, in connection with Royal Street’s budgeting and business planning
process or such other processes as the Parties may mutually adopt, so that the Royal Street Systems
have sufficient capacity to meet, to the extent commercially reasonable, both MetroPCS’s
projections of its demand for Wholesale Service from Royal Street and Royal Street’s projections of
its demand for services from Other Royal Street Customers. The Parties shall, in developing these
plans for each Market, consult to avoid building excessive capacity in any Market.



11.2 Expansion of System Capacity




     The Parties shall consult, in connection with Royal Street’s budgeting and business planning
process or such other processes as the Parties may adopt, with respect to the expansion of the
Royal Street Systems capacity in any Market in order to meet the reasonable projected demands of
Royal Street. Where Royal Street reasonably believes that, when taking into account the Wholesale
Commitment, its needs for Other Network Service in any Market will exceed the capacity of the
existing or planned network, whether because of volume constraints, location, or otherwise,
MetroPCS shall, upon request of Royal Street, take commercially reasonable steps to provide such
additional Equipment and Facilities as is necessary to meet such projected demand and to provide
such Equipment and Facilities to Royal Street on commercially reasonable terms. For the purpose of
this Section 11.2, the provision of such additional Equipment
and Facilities on terms reasonably comparable to those offered under
any existing Master Equipment and Facilities Lease Agreement entered
into in accordance with

Section 5.1(h) shall be deemed commercially reasonable.





11.3 Allocation of Capacity




     The Parties shall cooperate in the development of a network plan for each Market that will
enable MetroPCS to utilize eighty-five percent (85%) of the System Capacity of each Royal Street
System in each Market in which Royal Street has commenced providing (or has commenced planning in
connection with the budgeting and business planning process to provide) PCS Service, as those Royal
Street Systems may be expanded from time to time (“Wholesale Commitment”). Royal Street will retain
the right to utilize fifteen percent (15%) of the System Capacity in each Market, as those Royal
Street Systems may be expanded from time to time, to provide Wholesale Services to carriers other
than MetroPCS, or if authorized by the Management Committee, retail services to Other Royal Street
Customers.



11.4 Royal Street’s Right to Sell Wholesale PCS Service



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     Subject to Royal Street’s meeting the Wholesale Commitment, nothing in this Agreement shall
preclude Royal Street from selling Wholesale Service in any Market to Other Royal Street Customers;
provided, however, that prior to Royal Street offering Wholesale Services in any Market to Other
Royal Street Customers, Royal Street and MetroPCS shall enter into a technical capacity sharing
agreement specifying how the Parties will utilize their respective capacity of the Royal Street
Systems without interfering with the other Party’s right to the capacity set forth in Section 11.3.



11.5 Royal Street Responsibility for Royal Street Customers




     Royal Street shall be solely responsible for relations, financial and otherwise, with its
Other Royal Street Customers, including sole responsibility for any and all payments due from such
Other Royal Street Customers. Upon activation of any telephone number for such Other Royal Street
Customers and until the earlier of four (4) hours after receipt by MetroPCS during normal business
hours, or twelve (12) hours after receipt during other times, of notice from Royal Street to
discontinue the provision of PCS Service to that telephone number, Royal Street shall be solely
responsible for any and all fees or charges associated with that telephone number, including, but
not limited to, any fixed or recurring charges for roamer charges, toll charges, directory
assistance and operator charges and any charges occasioned by a fraudulent use. Nothing in this
Agreement shall create any contractual or other obligation on the part of MetroPCS to any Other
Royal Street Customer or for MetroPCS to provide any services to Royal Street to support such Other
Royal Street Customers.



11.6 MetroPCS Responsibility for MetroPCS Customers




     MetroPCS shall be solely responsible for relations, financial and otherwise, with its
customers, including sole responsibility for any and all payments due from such customers. Upon
activation of a telephone number by MetroPCS and until the discontinuance of the provision of PCS
Service to that telephone number, MetroPCS shall be solely responsible for any and all fees or
charges associated with that telephone number, including, but not limited to, any fixed or
recurring charges for Wholesale Services, roamer charges, toll charges, directory assistance and
operator charges and any charges occasioned by a fraudulent use. Nothing in this Agreement shall
create any contractual or other obligation on the part of Royal Street to any customer of MetroPCS.



ARTICLE XII




FEES FOR WHOLESALE SERVICE




12.1 Wholesale Services Fees




     Subject to such adjustments negotiated by the Parties in good faith as may be appropriate in
light of the number of Licenses (if any) that Royal Street may acquire and the amount of spectrum
represented by such Licenses, MetroPCS shall pay Royal Street on a monthly basis the fees set forth
in Appendix B for the MetroPCS Wholesale


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Services (the “MetroPCS Wholesale Services Fees”). Unless otherwise agreed by the Parties, the
MetroPCS Wholesale Services Fees shall commence in each Market as of
***. The
fees set forth in Appendix B shall, unless otherwise adjusted by mutual consent of the Parties,
remain in effect for an initial period of ***. After that initial period, the fees will
be reviewed during Royal Street’s annual budgeting process and may be adjusted to reflect changes
in wholesale wireless capacity pricing in comparable markets, provided, however, that the MetroPCS
Wholesale Services Fees shall not be adjusted more than once during
each successive *** period and may not be increased by more than ***.




12.2 Fees Exclusive of Taxes and Other Assessments




     The MetroPCS Wholesale Services Fees are exclusive of any applicable Taxes (other than general
income or property taxes), whether charged to or against MetroPCS or Royal Street, associated with
MetroPCS Wholesale Services. All such Taxes shall be in addition to all other charges provided for
under this Agreement.



12.3 Most Favored Nation.




     Royal Street agrees that it shall offer to
provide Wholesale Services to MetroPCS on a most
favored nation basis. If Royal Street offers to provide or provides
Wholesale Services to an Other Royal Street Customer ***, then Royal
Street shall provide written notice of such term or condition to
MetroPCS ***.



ARTICLE XIII




PAYMENT PROCEDURES




13.1 Wholesale Services Payment Procedures




     Royal Street shall provide MetroPCS with a monthly invoice for all fees due under this
Agreement not later than the thirtieth (30th) day after the monthly billing cycle in
which the usage is recorded. Such invoice shall be due and payable within thirty (30) days after
receipt of the invoice. Any undisputed amount not paid by the due date will bear interest at the
lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable
Law.


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13.2 MetroPCS Support Services Payment Procedures




     MetroPCS shall provide Royal Street with a monthly invoice for all service fees due to
MetroPCS under this Agreement not later than the thirtieth (30th) day after the close of
each month. Such invoice shall be due and payable within thirty (30) days after receipt of the
invoice. Any undisputed amount not paid by the due date will bear interest at the lesser of one and
one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law.



13.3 Out-Of-Pocket Expenses




     Following the Effective Date, MetroPCS shall, within thirty (30) days of the last day of each
month in which the Agreement is in effect, provide to Royal Street a statement of Out-of-Pocket
Expenses incurred during that month, together with such documentation for the Out-of-Pocket
Expenses as Royal Street may reasonably request. In addition, within thirty (30) days of the last
day of each month in which the Agreement is in effect, MetroPCS shall provide to Royal Street a
statement of total receipts for the Royal Street Systems during that month. Such invoice shall be
due and payable within thirty (30) days after receipt of the invoice.



13.4 Disputes




     If either Party disputes the amount of an invoice, it shall notify the other Party in writing
before payment is due, and if the matter cannot be resolved informally between the Parties, either
Party may invoke the dispute resolution provisions referenced in ARTICLE 17 of the LLC Agreement.



13.5 Suspension of Services




     If either Party does not receive payment in full of undisputed amounts from the other Party
within sixty (60) days following the due date for any payment, the unpaid Party shall have the
right, in addition to whatever other rights it may have under this Agreement or at law and in
equity, to suspend its provision of all or any portion of the services for which it has not been
paid on ten (10) days written notice, except that neither Party shall have the right to suspend
service under this Section 13.5 if the failure to pay is attributable to any act or omission of the
unpaid Party.



13.6 Audits




     Where either Party believes that the other Party has improperly charged it under this
Agreement, the charged Party shall have the right, if the Parties cannot resolve the matter
amicably without resort to the dispute resolution provisions in this Agreement, to request (but not
more than once per calendar year) an independent audit of the applicable books and records to
verify the accuracy of the charges assessed. The Parties shall appoint an independent auditor
mutually agreeable to both Parties and shall specify the scope and define the terms of the
auditor’s engagement. Royal Street shall reasonably


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cooperate with the auditor and its representatives in connection with any audit, providing
reasonable access to any and all relevant books and records and causing its employees, accountants
and other representatives and agents to cooperate with the auditor. The cost of the audit shall be
borne by the charged Party unless the audit indicates that the charging Party has overcharged the
charged Party by more than five percent (5%) of the total dollar amount of billings covered by the
audit, in which event, the charging Party shall pay for the audit and shall give the charged Party
a credit in the amount of any overcharge.




ARTICLE XIV




APPLICABLE TAXES




14.1 Payment of Taxes




     Except as otherwise provided in this Agreement, each Party shall be fully responsible for
calculating and remitting any Taxes that Applicable Law requires such Party to pay, including
filing all returns, submitting such information as Applicable Law may require and responding to
inquires concerning such Taxes (“Remitting”).




	14.2	 	Taxes on Royal Street’s Lease of Equipment and Facilities and MetroPCS’s Provision
of Services






	 	(a)	 	MetroPCS shall be responsible for Remitting any Taxes imposed in connection
with MetroPCS’s receipt of payments from Royal Street for the lease of Equipment and
Facilities and MetroPCS’s provision of services.
	 
	 	(b)	 	Royal Street shall pay to MetroPCS an amount equal to all Taxes that MetroPCS
is required to Remit in connection with Royal Street’s lease of Equipment and
Facilities and MetroPCS’s provision of services (other than general income or property
taxes). MetroPCS shall state all such Taxes as separate items on its invoices and
shall indicate the jurisdiction imposing the Taxes.
	 
	 	(c)	 	Royal Street shall not be required to pay to MetroPCS any Tax described in
this Section if Royal Street provides MetroPCS with a certificate evidencing exemption
from payment for liability for such Tax. If Applicable Law provides an exemption from
any Tax described in this Section, but does not also provide a procedure for issuing
exemption certificates, then MetroPCS shall not collect such Tax if Royal Street
furnishes MetroPCS a letter from an officer, a senior level management official of
Royal Street or outside counsel describing the exemption, identifying the provision of
Applicable Law that both allows such exemption and does not provide for an exemption
certificate, and




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certifying that Royal Street has complied with the requirements of Applicable
Law in order to avail itself of the exemption.




14.3 Taxes on MetroPCS’s Purchase of MetroPCS Wholesale Services





	 	(a)	 	Royal Street shall be responsible for Remitting any Taxes imposed in
connection with Royal Street’s receipt of payments from MetroPCS for MetroPCS
Wholesale Services.
	 
	 	(b)	 	MetroPCS shall pay to Royal Street an amount equal to all Taxes that Royal
Street is required to Remit in connection with MetroPCS’s purchase of MetroPCS
Wholesale Services (other than general income or property taxes). Royal Street shall
state all such Taxes as separate items on its invoices and shall indicate the
jurisdiction imposing the Taxes.
	 
	 	(c)	 	MetroPCS shall not be required to pay to Royal Street any Tax described in
this section if MetroPCS provides Royal Street with a certificate evidencing exemption
from payment for liability for such Tax. If Applicable Law provides an exemption from
any Tax described in this section, but does not also provide a procedure for issuing
exemption certificates, then Royal Street shall not collect such Tax if MetroPCS
furnishes Royal Street a letter from an officer, a senior level management official of
MetroPCS or from outside counsel describing the exemption, identifying the provision
of Applicable Law that both allows such exemption and does not provide for an
exemption certificate, and certifying that MetroPCS has complied with the requirements
of Applicable Law in order to avail itself of the exemption.





14.4 Cooperation




     The Parties shall cooperate with respect to any planning to minimize Taxes, and with respect
to any Tax audit, Tax controversy, Tax refund matter, claim, action or similar proceeding by a
Governmental Entity. The degree of cooperation contemplated by this Section is to enable any tax
inquiry or controversy to be resolved expeditiously and includes, but is not limited to, assisting
with responses to audit inquiries and producing documents and information. A Party receiving a Tax
audit inquiry from a Governmental Entity shall promptly notify the other Party. The Party Remitting
any Tax shall be responsible for managing any Tax audit associated with that Tax.


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ARTICLE XV




ACCOUNTING AND REPORTS




15.1 Books and Records




     MetroPCS shall, upon request, provide to Royal Street on a timely basis such information
concerning the operation of the Royal Street Systems pursuant to the Agreement that is in its
possession and that will enable Royal Street to fulfill its duties with respect to the books and
records of the Royal Street Systems.



15.2 Meetings




     Representatives of Royal Street and MetroPCS shall meet periodically to discuss the status of
the operation of the Royal Street Systems. During the first twelve (12) months after the Effective
Date, such meeting shall be held monthly; thereafter, such meetings shall be held at least every
other month. Such meetings may be conducted by teleconference.



15.3 Cooperation of MetroPCS’s Employees




     The employees of MetroPCS shall cooperate with and respond to any inquiries made by Royal
Street’s designated representatives concerning the operation of the Royal Street Systems, and the
Systems Contact for each of the Royal Street Systems shall respond to directions from Royal
Street’s designated representatives. In the event any Systems Contact for a Royal Street System
believes that the directions of Royal Street’s representatives are not in the best interests of
Royal Street, the Systems Contact shall consult with Royal Street’s CEO, or delegatee, in order to
resolve the matter. If they cannot resolve the matter, it shall be referred to the Management
Committee of Royal Street for resolution.



15.4
Taxes, Fees and Filings




     Upon Royal Street’s written request, MetroPCS shall provide Royal Street with reasonable
support in connection with the timely preparation of any Federal, state and local tax returns, and
any returns relating to other fees and assessments, including any fees imposed by the FCC, as well
as any applications and filings required to be submitted to the FCC. It being agreed and understood
that all filings by Royal Street with any Governmental Entity shall be made by Royal Street or C9
Wireless and not by MetroPCS on behalf of Royal Street.



ARTICLE XVI




TERM AND TERMINATION




16.1 Term



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     Subject to the termination
provisions set forth in Section 16.2, this Agreement shall have an
initial term commencing on the Effective Date and ending on the ten
(10) year license expiration date of whatever License is granted
to Royal Street by the FCC at the conclusion of Auction No. 58
that carries the latest expiration date. After the initial term, this Agreement will automatically
renew for successive five (5) year terms on the same terms and conditions unless either Party gives
notice of its intention not to renew in accordance with this Section 16.1. Either Party must give
written notice of an intention not to renew no less than twenty-four (24) months prior to the end
of the initial term and no less than twelve (12) months prior to the end of a renewal term.



16.2 Termination




     In addition to their other rights at law or equity, this Agreement may be
terminated in the following circumstances:




	 	(a)	 	Either Party may terminate this Agreement:






	 	(i)	 	on thirty (30) days written notice, if there has been
a material non-monetary breach of this Agreement by the non-terminating party
which has not been cured by the conclusion of the following dispute resolution
process:






	 	(A)	 	     The terminating party shall notify the
non-terminating party in writing (“Breach Notice”) of the events
which it reasonably believes constitute a material non-monetary
breach and representatives of the parties shall meet promptly in a
good faith effort to resolve the dispute in a mutually acceptable
fashion.
	 
	 	(B)	 	     In the event the discussions between the
Parties required by Section 16.2(a)(i)(A) have failed to resolve the
dispute within 20 days, either of the Parties may request, in
writing, that such matter be referred to the CEO (or his or her
management level delegatee other than the representative previously
involved in the discussions) of each of the Parties for an
appropriate negotiated resolution. Upon such a request, the CEOs of
each of the Parties (or their delegatees) shall meet in a good faith
effort to resolve the dispute in a mutually agreeable fashion within
10 days following the referral to the CEOs.
	 
	 	(C)	 	     In the event that the CEOs are unable to
resolve the dispute in accordance with the procedure contemplated by
Section 16.2(a)(i)(B), the terminating party may notify the
non-terminating party in writing (the “Cure Notice”) that the Breach
Notice remains unresolved and that the non-




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	 	 	 	terminating party has thirty (30) days to cure the alleged breach.






	 	(ii)	 	on thirty (30) days notice if a party is in material default under any
monetary obligation of this Agreement and such non-terminating party has not cured
such monetary default within ten (10) days of written notice;
	 
	 	(iii)	 	on five (5) days written notice, in the event the non-terminating party:
(A) ceases to do business as a going concern; (B) is unable or admits in writing its
inability to pay its debts as they become due; (C) commences or authorizes a voluntary
case or other proceeding seeking liquidation, reorganization, suspension of payments
or other relief with respect to itself or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official in an involuntary
case or other proceeding commenced against it, or makes a general assignment for the
benefit of creditors, or fails to pay a substantial portion of its debts as they
become due, or takes any corporate action to authorize any of the foregoing, is
insolvent, bankrupt or the subject of a receivership; or (D) has any substantial part
of its property subjected to any levy, seizure, assignment or sale for or by any
creditor or governmental agency without such levy, seizure, assignment or sale being
released, lifted, reversed or satisfied within ten (10) days; and
	 
	 	(iv)	 	in accordance with the provisions of Section 18.5.






	 	(b)	 	Royal
Street may terminate this Agreement:






	 	(i)	 	on thirty (30) days written notice in the event of an FCC Final
Order revoking, terminating or canceling any material License or refusing to
renew such License due to any act or omission by MetroPCS;
	 
	 	(ii)	 	In addition to its other rights at law and in equity, Royal Street may
terminate this Agreement on sixty (60) days written notice if MetroPCS deploys or
announces its intention to deploy equipment or facilities that will preclude Royal
Street from providing seamless and interoperable PCS Service in a Market, will cause
interference to the operation of the Royal Street System, or will materially degrade
the quality of Royal Street PCS Service.




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	 	(iii)	 	on five (5) days notice, if MetroPCS is found by the FCC in a
Final Order to lack the qualifications to be the licensee of a Commercial
Mobile Radio Service system;






	 	(c)	 	Royal Street may terminate the Support Services at will on *** advance written notice and, upon the effective date of such termination, Royal
Street will be relieved of the obligation to pay the compensation to MetroPCS set
forth in Article X. The termination of Support Services pursuant to this paragraph
shall not alter the obligation of Royal Street to provide Wholesale Services to
MetroPCS pursuant to this Agreement.





     Notwithstanding anything contained herein to the contrary, during any notice or cure period
provided in (a) through (c) above, both Parties shall continue to perform their obligations
hereunder.



16.3 Transition





	 	(a)	 	After receipt of written notice of termination, but prior to the effective
date of such termination, the Parties hereby agree to cooperate in developing and
implementing an orderly and efficient transition plan of the termination on the
ability of end users to continue to receive uninterrupted service. The obligation to
cooperate during the transition shall not be construed to require either party of
continue to provide services for which the party is not being paid. Each party will
act in good faith to minimize any adverse effects associated with transition to a new
provider for the terminated services, including, among other things, (i) to provide
the new provider with such operational and other information as the new provider may
require, (ii) to provide the new provider access to the equipment and facilities,
(iii) to assist in the transfer of such data, including billing and operating
information, as may be reasonably necessary to permit the new provider to assume
operation of the systems, and (iv) otherwise assist in a reasonable manner in
effecting an orderly transition that will permit end users to continue receiving
quality service.
	 
	 	(b)	 	MetroPCS shall be entitled to all amounts accrued for Support Services Fees,
Out-of-Pocket Expenses, and any other charges for services related to Support Services
provided to Royal Street for Other Royal Street Customers pursuant to section 2.5 that
are due and payable prior to the effective date of termination, including expenses
incurred in connection with implementing the transition plan. Royal Street shall be
entitled to all amounts accrued for Wholesale Services Fees.





16.4 Remedies in Lieu of Termination




     If MetroPCS fails to provide any of the services required under this Agreement and fails to
cure the non-performance within sixty (60) days after written notice of its


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non-performance from Royal Street (“Failed Services”), Royal Street may, in addition to all other
remedies it may have under this Agreement or at law and in equity, take any and all action
necessary to cause the Failed Services to be performed, including retaining third parties to
provide the Failed Services, or otherwise. In that event, MetroPCS shall reimburse Royal Street any
and all reasonable charges, fees, costs and expenses incurred by Royal Street in obtaining the
Failed Services. In addition, MetroPCS shall refund to Royal Street any and all charges, fees,
costs and expenses paid to MetroPCS for performance of the Failed Services.




ARTICLE XVII




INTELLECTUAL PROPERTY AND TRADEMARKS




     Nothing in this Agreement shall grant or convey to either Party any rights or
license under any present or future Intellectual Property or Trademarks disclosed or arising
pursuant to this Agreement.



ARTICLE XVIII




COMPLIANCE WITH LAWS




18.1 Compliance with the Communications Act




     The Parties acknowledge that the activities and relationships addressed by this Agreement are
subject to Applicable Law, including without limitation the Communications Act and the regulations
promulgated by the FCC.



18.2 No Violation




     Nothing in this Agreement will obligate a Party to take any action that violates Applicable
Law. In no event will a Party be obligated to perform any acts or to abstain from performing any
act if, in the Party’s reasonable legal and/or business judgment, after consulting with the other
Party, performance or non-performance will violate the Act or any Applicable Law, any regulation,
Final Order or policy of the FCC, any antitrust laws or any other Federal or state law or
regulation.



18.3 Preservation of Control




     Nothing in this Agreement permits, or will be deemed to permit, MetroPCS to exercise de facto
or de jure control over Royal Street or its operations.



18.4 Regulatory Submissions




     In the event that either Party reasonably concludes that it is necessary or advisable to file
this Agreement with a Governmental Entity or that a Governmental Entity is required to approve or
review this Agreement or the arrangement between the Parties, the


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other Party will cooperate fully in the preparation and filing of any regulatory filings which may
be necessary or appropriate, including, without limitation, providing such information as may
reasonably be necessary or which is requested by the Governmental Entity. Where one Party believes
that information to be filed with a Governmental Entity is proprietary or sensitive business
information, the Parties will cooperate to obtain such confidential treatment from the Governmental
Entity as may reasonably be secured.




18.5 Modification or Amendment of this Agreement




     In the event a Governmental Entity with jurisdiction over a Party or both Parties or over this
Agreement determines that one or more provisions of this Agreement are unlawful, contrary to public
policy or otherwise unenforceable, the Parties will negotiate in good faith to amend the Agreement
in order to comply with any such applicable regulatory requirements or policies while preserving
the business objectives of both Parties. In the event the Parties cannot reach agreement as to new
or revised provisions that will comply with the applicable regulatory requirements or policies and
preserve their business objectives, this Agreement will terminate upon ninety (90) days written
notice from one Party to the other, subject to the transition provisions of Section 16.3. Either
Party may, without the consent of the other Party, appeal or seek reconsideration of any decision
or Final Order which holds one or more provisions of this Agreement unlawful, contrary to public
policy or otherwise unenforceable, but such appeal or request for reconsideration will not affect
the obligations of the Parties under this Section to negotiate in good faith, unless a stay of the
decision or Final Order is obtained and the terms and conditions of the stay are acceptable to both
Parties. In such event, the obligations of the Parties to negotiate under this Section will attach
at such time as the stay is lifted and the adverse decision or Final Order is reinstated or becomes
effective or the stay is modified in a manner that a Party reasonably finds unsatisfactory.



ARTICLE XIX




INDEMNIFICATION




19.1 General




     Each Party (the “Indemnifying Party”) will defend, indemnify and hold harmless the other
Party, including any of its Affiliates, officers, directors, shareholders, employees and agents
(the “Indemnified Party”), from and against any and all claims, damages, losses, liabilities
whatsoever, including reasonable legal fees and any damages, (“Claims”) arising out of, caused by,
related to or based upon a Claim (a) by a third party for physical property damage, personal
injury, or wrongful death, whether sounding in tort or contract, claim of defamation, invasion of
privacy or similar claim based on any act or omission of the other Party, its employees, agents or
contractors in connection with this Agreement, (b) that the Indemnifying Party’s products or
services infringe or violate any copyright, trade secret, trademark or service mark, United States
patent or other proprietary right of a third party, or (c) that the claimant was “slammed” or
“crammed,”


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as those terms are understood in the industry, except where such Claims arise out of the
willful misconduct, gross negligence or fraud of the Party seeking indemnification.




19.2 Indemnification Procedure




     In any case under this Agreement where one party has indemnified the other against any Claim
or legal action, indemnification shall be conditioned on compliance with the procedure outlined
below:




	 	(a)	 	Provided that prompt notice is given of a Claim or suit for which
indemnification might be claimed, unless the failure to provide such notice does not
actually and materially prejudice the interests of the party to whom such notice is to
be provided, the indemnifying party promptly will defend, contest, or otherwise
protect against any such Claim or suit at its own cost and expense. Such notice shall
describe the Claim or suit in reasonable detail and shall indicate the amount
(estimated, if necessary) of the loss that has been or may be suffered by the
indemnified party.
	 
	 	(b)	 	The indemnified party may, but will not be obligated to, participate at its
own expense in a defense thereof by counsel of its own choosing, but the indemnifying
party shall be entitled to control the defense unless the indemnified party has
relieved the indemnifying party from liability with respect to the particular matter,
provided that the indemnifying party may only settle or compromise the matter subject
to indemnification without the consent of the indemnified party if such settlement
includes a complete release of all indemnified parties as to the matters in dispute
and provided further that the indemnified party will not unreasonably withhold consent
to any settlement or compromise that requires its consent.
	 
	 	(c)	 	In the event the indemnifying party fails to timely defend, contest or
otherwise protect against any such Claim or suit, the indemnified party may, but will
not be obligated to, defend, contest or otherwise protect against the same, and make
any compromise or settlement thereof and recover the entire costs thereof from the
indemnifying party, including reasonable attorneys’ fees, disbursements and all
amounts paid as a result of such Claim or suit or the compromise or settlement
thereof; provided, however, that if the indemnifying party undertakes the defense of
such matter, the indemnified party shall not be entitled to recover from the
indemnifying party for its costs incurred in the defense thereof other than the
reasonable costs of investigation undertaken by the indemnified party and reasonable
costs of providing assistance.
	 
	 	(d)	 	The indemnified party shall cooperate and provide such assistance as the
indemnifying party may reasonably request in connection with the defense of the matter
subject to indemnification and in connection with recovering from any third parties
amounts that the indemnifying party may pay or be




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	 	 	 	required to pay by way of indemnification hereunder. The indemnified party shall
take commercially reasonable steps to protect its position with respect to any
matter that may be the subject of indemnification hereunder in the same manner as
it would any similar matter where no indemnification is available.





19.3 Mitigation of Damages




     An indemnified party shall, to the extent practicable and reasonably within its control and at
the expense of the indemnifying party, make commercially reasonable efforts to mitigate any damages
of which it has adequate notice, provided that the indemnified party shall not be obligated to act
in contravention of Applicable Law or in contravention of reasonable and customary practices of a
prudent person in similar circumstances. The indemnifying party shall have the right, but not the
obligation, and shall be afforded the opportunity by the indemnified party to the extent reasonably
possible, to make commercially reasonable efforts to minimize damages before such damages actually
are incurred by the indemnified party.



19.4 Claim of Infringement




     In the case of a Claim of infringement of any Intellectual Property or Trademark right, where
a court of competent jurisdiction finds such infringement, the Indemnifying Party will, at its
option and expense, use all reasonable efforts either (a) to procure for the Indemnified Party the
right to continue to use the product, service or other item as provided for herein, (b) to modify
the infringing product, service or other item so that it is noninfringing, without materially
altering its performance or function, (c) to replace the infringing product, service or other item
with a substantially equivalent noninfringing item, or (d) to refund the price paid for the use of
such Intellectual Property or Trademark right, less a reasonable charge for the use prior to the
infringement.



ARTICLE XX




REPRESENTATIONS AND WARRANTIES




     Each Party hereby represents and warrants to the other Party as of November 24, 2004 as
follows:



20.1 Organization, Standing and Authority




     The Party is a limited liability company duly organized, validly existing and in good standing
under the laws of the jurisdiction where it is formed, that it has all requisite power and
authority to enter into this Agreement and to consummate the transactions contemplated herein, that
all acts and other proceedings required to be taken to authorize the execution, delivery and
performance hereof and the consummation of the transactions contemplated herein have been duly and
properly taken, and that this Agreement has been duly executed and delivered by it and constitutes
the legal, valid and binding obligation


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of the Party, enforceable against it in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles.




20.2 No Violation




     The execution and delivery by the Party of this Agreement and the consummation of the
transactions contemplated hereby and compliance with the terms hereof will not (a) conflict with or
result in any violation of any provision of the organizational documents of the Party, (b) conflict
with, result in a violation or breach of, or constitute a default, or give rise to any right of
termination, revocation, cancellation, or acceleration, under, any material contract, concession or
permit issued to the Party, except for any such conflict, violation, breach, default or right which
is not reasonably likely to have a material adverse effect on the ability of the Party to
consummate the transactions contemplated by this Agreement, (c) conflict with or result in a
violation of any judgment, order, decree, writ, injunction, statute, law, ordinance, concession,
permit, rule or regulation applicable to the Party or to the property or assets of the Party,
except for any such conflict or violation which is not reasonably likely to have such a material
adverse effect, or (d) violate any existing contractual arrangement to which the Party is a party
or give rise to a Claim against any other Party for inducing a breach of contract or interfering
with contractual or other rights, or similar Claim.



20.3 Consents and Approvals




     No consent, approval, license, permit, order or authorization of, registration, declaration or
filing with, or notice to, any Governmental Entity is required to be obtained or made by or with
respect to any Party in connection with the execution and delivery hereof or the consummation of
the transactions contemplated hereby, other than those filings that are necessary in order for
Royal Street to participate in the Auction Process and prosecute the applications where it is the
Successful Bidder. The Parties have or will obtain all necessary consents, approvals,
authorizations and permits necessary to perform fully hereunder.



20.4 Regulatory Compliance of Facilities




     Any equipment, facilities and services provided pursuant to this Agreement, including the
attachments hereto, comply or will comply with all applicable rules or standards adopted by the FCC
or other Governmental Entities including but not limited to those with respect to E-911, number
portability, number conservation, CALEA, RF radiation hazard standards, universal service, privacy
methodologies and access by persons with disabilities.



20.5 MetroPCS’s Covenant of Workmanlike Quality




     MetroPCS hereby covenants and agrees that it will exercise reasonable care in performing the
services performed pursuant to this Agreement and that such services will


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be performed in a diligent, professional, commercially reasonably and workmanlike manner,
consistent with industry standards for the wireless telecommunications industry. This covenant is
given in lieu of any other warranty, express or implied, including without limitation, implied with
warranties of merchantability or fitness for a particular purpose. Notwithstanding anything
contained herein to the contrary, Royal Street’s sole remedy for a breach of this Agreement shall
be (a) Royal Street’s right to have MetroPCS re-perform the services in a workmanlike manner and
(b) Royal Street’s right to terminate the Agreement as set forth in Section 16.




ARTICLE XXI




LIMITATION OF LIABILITY




21.1 Limitations of Responsibility




     Each Party will be responsible only for services and facilities which are provided by that
Party, its Affiliates, authorized agents, subcontractors or others retained by such persons, and no
Party will bear any responsibility for the services and facilities provided by the other Party, the
other Party’s Affiliates, agents, subcontractors or other persons retained by such Persons. No
Party will be liable for any act or omission of another telecommunications carrier (other than an
Affiliate) providing a portion of a service.



21.2 Limitations of Damages




     The Parties will not be liable to each other for any indirect, incidental consequential,
reliance or special damages (including, without limitation, damages for harm to business, lost
revenues, lost savings or lost profits suffered by such other parties), regardless of the form of
action, whether in contract, warranty, strict liability, or tort, including without limitation
negligence of any kind whether active or passive, and regardless of whether the Parties knew of the
possibility that such damages could result. The Parties hereby release each other and their
respective Affiliates, officers, directors, employees, and agents from any such Claim. Nothing
contained in this section will limit one Party’s liability to another Party for (i) willful or
intentional misconduct (including gross negligence) or (ii) bodily injury, death, or damage to
tangible real or tangible personal property proximately caused by a Party’s negligent act or
omission or that of their respective agents, subcontractors or employees, nor will anything
contained in this section limit the Parties’ indemnification obligations under this Agreement.



21.3 Limitations of Liability




     Notwithstanding anything contained in this Agreement to the contrary, neither Party shall be
(i) liable to the other Party for the failure to perform an obligation under this Agreement (nor
shall either Party be in default or in breach of any provision of this Agreement) where the failure
to perform is the result of the other Party’s failure to perform its obligations under this
Agreement, nor (ii) required to perform its obligations under this Agreement when such Party’s
performance is contingent upon the other


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Party’s performance and the other Party fails to perform its obligations under this
Agreement.




21.4 Further Limitations





	 	(a)	 	The Parties hereto waive as against each other any claims to consequential,
special, exemplary or punitive damages except to the extent consequential, special,
exemplary or punitive damages are awarded to a third party against an indemnified
party in circumstances in which such indemnified party is entitled to indemnification
hereunder. ***
	 
	 	(b)	 	In calculating any Damages to be paid under ARTICLE XIX or XXI, there shall
be deducted ***.





ARTICLE XXII




CONFIDENTIALITY




22.1 General




     Each Party will hold in confidence and withhold from third parties (other than as permitted
below) any and all Proprietary Information received pursuant to this Agreement, and all Proprietary
Information used in the preparation and negotiation of this Agreement. Each Party will use such
Proprietary Information only to fulfill its obligations or enforce its rights hereunder and for no
other purposes unless the disclosing Party will otherwise agree in writing.



22.2 Obligation to Protect Proprietary Information




     Each Party will use commercially reasonable efforts to safeguard any Proprietary Information
received pursuant to this Agreement from theft, loss or disclosure to others, and to limit access
to Proprietary Information to those officers, directors and employees within the receiving Party’s
organization, and subcontractors, consultants, investors, advisors, attorneys, service providers,
business partners and others who reasonably require access in order to accomplish the aforesaid
purposes. Proprietary Information will be protected hereunder only if it is in written or other
permanent form and identified as proprietary when provided. Any such information in other than
written or other permanent form when disclosed will be considered Proprietary Information that is
protected hereunder, unless the Party disclosing such information advises the other Party that it
is not Proprietary. The receiving Party will not be liable for unauthorized use or


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disclosure of any such Proprietary Information if it can establish that the same: (i) is or becomes
public knowledge or part of the knowledge or literature within the telecommunications industry
without breach of this Agreement by the receiving Party; (ii) is known to the receiving Party
without restriction as to further disclosure when received; (iii) is independently developed by the
receiving Party as demonstrated by written records; or (iv) is or becomes known to the receiving
Party from a third party who had a lawful right to disclose it without breach of its contractual
obligations. Specific Proprietary Information will not be deemed to be available to the public or
in the possession of the receiving Party merely because it is included within more general
information so available or in the receiving Party’s possession.




22.3 Judicial or Administrative Proceedings




     Should the receiving Party be faced with judicial or administrative governmental action to
disclose Proprietary Information received hereunder, said receiving Party will use commercially
reasonable efforts to notify the originating Party in sufficient time to permit the disclosing
Party to intervene in response to such action.



22.4 Loss or Unauthorized Use




     The receiving Party agrees promptly to notify the disclosing Party of the loss or unauthorized
use or disclosure of any Proprietary Information.



22.5 Nondisclosure Agreements




     Each Party will have any third party or Person to whom it provides the Proprietary Information
of any other Party agree in writing to be bound to protect such Proprietary Information on the same
conditions as set forth herein.



22.6 Termination




     Upon termination of this Agreement for any reason, the Parties will cease use of all
Proprietary Information furnished by any other Party and will, at the direction of the furnishing
Party, return or destroy all such Proprietary Information, together with all copies made hereof,
except to the extent that the receiving Party retains a license to use such Proprietary
Information. Upon request, the receiving Party will send the other Party a destruction certificate.



22.7 Irreparable Injury by Disclosure to Competitors




     Specifically, but without limiting the foregoing, each Party agrees and acknowledges that the
disclosure by a Party of any Proprietary Information to any competitor of a Party could cause
irreparable harm to such Party, and agrees not to make such a disclosure. Each Party will have the
right to enforce the provision of this Section by injunctive relief, including specific
performance. Personnel of one Party or its Affiliates present at the premises of one of the other
Parties or its Affiliates will refrain


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from obtaining access to information that is proprietary to the customers of such other Party or
its Affiliates. Such personnel will comply with the other Party’s or its Affiliates’ reasonable
measures established to restrict such access.




22.8 Survival of Nondisclosure Obligations




     The obligations set forth in this ARTICLE XXII will survive the termination of this Agreement
for ***.



ARTICLE XXIII




GENERAL PROVISIONS




23.1 Americans With Disabilities Act




     The Parties agree to coordinate any activities taken collectively which may be subject to the
requirements of the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.) and with the
network disclosure rules adopted by the FCC in proceedings to implement that Act or any amendments
to that Act.



23.2 Amendment




     No amendment of this Agreement will be valid or binding on the Parties unless such amendment
will be in writing and duly executed by an authorized representative of each Party.



23.3 Assignment




     No Party may assign or delegate any of its rights or obligations under this Agreement,
provided, that (a) MetroPCS may subcontract its rights and obligations to an Affiliate without the
consent of Royal Street, so long as MetroPCS remains responsible for compliance with the rights and
obligations under this Agreement, (b) MetroPCS may assign its rights and obligation to an Affiliate
with the consent of Royal Street, which consent shall not be unreasonably withheld, delayed or
conditioned and (c) MetroPCS may assign its rights and obligations under this Agreement to an
assignee or transferee of all or a substantial portion of the MetroPCS CMRS Systems provided that
the licensee qualifications of the assignee or transferee have been approved by the FCC.



23.4 Attachments




     Any attachments to this Agreement are incorporated into the Agreement and governed by the
terms hereof. In the event of any conflict between an attachment and this Agreement, the attachment
will control.



23.5 Cooperation



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     Each Party will use its respective commercially reasonable efforts to perform all actions or
refrain from performing any action, in either case as reasonably requested by any other Party, in
connection with the performance of the activities contemplated by this Agreement.



23.6 Costs, Expenses and Attorneys’ Fees




     Each Party will be responsible for its own expenses arising under this Agreement, including
the preparation of this Agreement, except as set forth herein.



23.7 Dispute Resolution




     All disputes will be resolved as provided for in ARTICLE 17 of the LLC Agreement.



23.8 Entire Agreement




     This Agreement, the LLC Agreement and Ancillary Agreements referenced in the LLC Agreement
constitute the entire agreement and understanding of the Parties hereto with respect to the subject
matters contained therein. To the extent there is a conflict between this Agreement and the LLC
Agreement, the LLC Agreement will control.



23.9 Execution




     This Agreement may be executed in counterparts each of which copies will be deemed an
original.



23.10 Force Majeure




     Neither Party will be liable for any delay or failure in performance of any part of this
Agreement from any cause beyond its control and without its fault or negligence including, without
limitation, acts of nature, acts of civil or military authority, government regulations, embargoes,
epidemics, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents,
floods, work stoppages, failures by common carriers or suppliers, equipment failure, cable cuts,
power blackouts, volcanic action, other major environmental disturbances or unusually severe
weather conditions. In such event, the Party affected will, upon giving prompt notice to the other
Party, be excused from such performance on a day-to-day basis to the extent of such interference
(and the other Party will likewise be excused from performance of its obligations on a day-to-day
basis to the extent such Party’s obligations are related to the performance so interfered with).
Good Faith Performance



23.11 Good Faith Performance



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     Each Party will act in good faith in its performance under this Agreement and, in each case in
which a Party’s consent or agreement is required or requested hereunder, such Party will not
unreasonably withhold or delay such consent or agreement.



23.12 Governing Law




     This Agreement will be construed in accordance with and governed by the laws of the State of
Delaware without regard to choice of law provisions.



23.13 Insurance




     At all times during the term of this Agreement each Party will keep and maintain in force at
its own expense, and covering the other Party as an additional insured, all insurance required by
Applicable Law, including, but not limited to, workers’ compensation insurance, and general
liability insurance in an amount to be determined promptly following the Effective Date for
personal injury or death, property damage, and automobile liability with coverage for bodily injury
and property damage. Upon request by the other Party, a Party will provide to the other Party
evidence of such insurance (which may be provided through a program of self-insurance). Each Party
must give the other Party at least thirty (30) days prior written notice of termination of any of
the foregoing insurance policies.



23.14 Joint Work Product




     This Agreement is the joint work product of the Parties and has been negotiated by the Parties
and their respective counsel and will be fairly interpreted in accordance with its terms. In the
event of any ambiguities, no inferences will be drawn against either Party.



23.15 Labor Relations




     Each Party will be responsible for labor relations with its own employees. Each Party agrees
to notify the other Party as soon as practicable whenever such Party has knowledge that a labor
dispute concerning its employees is delaying or threatens to delay such Party’s timely performance
of its obligations under this Agreement and will minimize impairment of service to the other Party
(e.g., by using its management personnel to perform work or by other means) to the extent permitted
by Applicable Law.



23.16 No Waiver




     The failure of any Party to insist upon or enforce strict performance by any other Party of
any provision of this Agreement or to exercise any right under this Agreement will not be construed
as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such
provision or right in that or any other instance; rather, the same will be and remain in full force
and effect.


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23.17 Nonexclusive Dealings




     This Agreement does not prevent either Party from operating Commercial Mobile Radio
Service systems on its own, or with other Persons.



23.18 Notices




     Any notice, request, instruction or other document to be given hereunder by any Party to
any other Party under any section of this Agreement will be in writing and will be deemed
given upon receipt if delivered personally or by telex or facsimile, the next day if by
express mail or three (3) days after being sent by registered or certified mail, return
receipt requested, postage prepaid to the following addresses (or at such other address for a
Party as will be specified by like notice provided that such notice will be effective only
after receipt thereof):



	 	 	 
	If to MetroPCS:

	 	MetroPCS Wireless, Inc.
	 

	 	8144 Walnut Hill Lane
	 

	 	Suite 800
	 

	 	Dallas, Texas 75231
	 

	 	Attention: Vice President, General Counsel and Secretary
	 

	 	Telephone: 214-265-2550
	 
	 	 
	With a copy (which will not

	 	Paul, Hastings, Janofsky & Walker LLP
	constitute notice) to:

	 	875 15th Street N.W.
	 

	 	Twelfth Floor
	 

	 	Washington, DC 20005
	 

	 	Attention: Carl. W. Northrop
	 

	 	Telephone: 202-551-1725
	 
	 	 
	If to Royal Street:

	 	Royal Street Communications, LLC
	 

	 	PO Box 2365
	 

	 	Southampton, NY 11969
	 

	 	Attention: Robert Gerard
	 

	 	Telephone: 631-283-9153
	 
	 	 
	With a copy (which will not

	 	Schulte, Roth & Zabel LLP
	constitute notice) to:

	 	919 Third Avenue
	 

	 	New York, NY 10022
	 

	 	Attention: Paul N. Roth, Michael R. Littenberg
	 

	 	Telephone: 212-593-5955





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23.19 Publicity




     The Parties agree to cooperate in the preparation and dissemination of publicity concerning
this Agreement. No Party will make a public announcement about this Agreement or the Parties’
discussions related to any aspect of it, without the written consent of the other Party, which
consent will not be unreasonably refused, delayed, or conditioned. Any Party may at any time make
announcements which are required by Applicable Law, regulatory bodies, or stock exchange or stock
association rules, so long as the Party so required to make the announcement notifies in advance
the other Party of such requirement and promptly discusses with the other Party in good faith the
wording of any such announcement.



23.20 Regulatory Filings




     Each Party will cooperate to the extent reasonably practicable in the preparation and filing
of any regulatory filings necessary or advisable to permit the performances and operations set
forth in this Agreement, including, without limitation, the provision of any information as may
reasonably be necessary therefore.



23.21 Relationship of Parties




     Each Party shall perform services hereunder as an independent contractor and nothing herein
shall be construed as creating any other relationship between the Parties. The relationship
established by this Agreement will not be construed to create a partnership, joint venture or any
other form of legal entity, nor establish any fiduciary relationship among the Parties or any
affiliate of any Party. The provision of the services described in this Agreement does not
establish any joint undertaking, joint venture, pooling arrangement, partnership, fiduciary
relationship or formal business organization of any kind. Except as provided in this Agreement, no
Party shall act as or hold itself out as agent for the other Party or create or attempt to create
liabilities for any other Party.



23.22 Rules of Construction




     For purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires, (a) words used in this Agreement, regardless of the gender and number
specifically used, will be deemed and construed to include any other gender and any other number as
the context requires; (b) as used in this Agreement, the word “including” is not limiting, and the
word “or” is not exclusive; (c) except as specifically otherwise provided in this Agreement in a
particular instance, a reference to a Section, Schedule, Attachment, Appendix or Exhibit is a
reference to a Section of this Agreement or a Schedule, Attachment, Appendix or Exhibit hereto, and
the terms “this Agreement,” “hereof,” “herein,” and other like terms refer to this Agreement as a
whole, including the Schedules, Attachments, Appendices and Exhibits to this Agreement, and not
solely to any particular part of this Agreement; (d) the descriptive headings in this Agreement are
inserted for convenience of reference only and are not intended to be part of or to affect the
meaning or interpretation of this Agreement; (e) this Agreement will be construed to


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refer to the provision of services in the United States of America; and (f) as used in this
Agreement, unless otherwise specifically noted herein, the word “day” or “days” means a calendar
day or days, respectively, including weekends and holidays.




23.23 Severability




     In case any one or more of the provisions contained in this Agreement is for any reason be
held to be invalid, illegal or unenforceable in any respect by a court or other authority of
competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other
provision hereof and the Agreement will be construed as if such invalid, illegal or unenforceable
provision had never been contained herein and, in lieu of each such illegal, invalid or
unenforceable provision, there will be added automatically as a part of the Agreement a provision
as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable, it being the intent of the Parties to maintain the benefit of the
bargain for all Parties. If any provision of this Agreement, or the application thereof to any
Person or any circumstance, is found by the FCC to violate applicable FCC rules, regulations or
policies, the Parties shall negotiate in good faith to agree on a suitable and equitable provision
to be substituted therefore in order to preserve the benefits to the respective Parties
contemplated by and the purposes of this Agreement.



23.24 Third Party Warranties




     Each Party will enforce any rights, warranties, licenses, terms and conditions and other
benefits accruing to it under each of its agreements with third parties participating in or
providing equipment, software or other services used in connection with the provision of services
under the Agreement wherever and whenever such Party’s failure to enforce any such rights,
warranties, licenses, terms, conditions and other benefits could materially impair its ability to
provide such services in accordance with the terms and conditions of the Agreement.



23.25 Third Party Beneficiaries




     This Agreement is for the sole benefit of the Parties and their permitted assigns, and nothing
herein expressed or implied will create or be construed to create any third-party beneficiary
rights hereunder, other than to permitted assigns. Except as specifically provided in this
Agreement, nothing in this Agreement will constitute a Party as a legal representative or agent of
the other Party, nor will a Party have the right or authority to assume, create or incur any
liability or any obligation of any kind, express or implied, against or in the name or on behalf of
the other Party unless otherwise expressly permitted by such other Party.



23.26 Use of Contractors and Agents




     Each Party will be fully responsible for the actions and conduct of their contractors,
subcontractors, consultants, agents and others employed to undertake or


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perform any act or function under this Agreement as if the Party undertook or performed the act or
function through its directors, officers and employees.




23.27 Venue; Waiver of Jury Trial





	 	(a)	 	THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF
THE COURTS OF THE STATE OF DELAWARE AND THE FEDERAL
COURT OF THE UNITED STATES OF AMERICA LOCATED IN THE
STATE OF DELAWARE SOLELY IN RESPECT OF THE
INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF
THIS AGREEMENT AND OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, AND WAIVE, AND
AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT
OR PROCEEDING FOR THE INTERPRETATION OR
ENFORCEMENT OF THIS AGREEMENT OR OF ANY SUCH
DOCUMENT, THAT IT IS NOT SUBJECT THERETO OR THAT
SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT
OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE
VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS
AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE
ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES
IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO
SUCH ACTION OR PROCEEDING SHALL BE HEARD AND
DETERMINED IN SUCH A DELAWARE STATE OR FEDERAL
COURT. THE PARTIES CONSENT TO AND GRANT ANY SUCH
COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES
AND OVER THE SUBJECT MATTER OF SUCH DISPUTE.
	 
	 	(b)	 	EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES,
AND THEREFORE EACH SUCH PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF
THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER
VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO




CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, METROPCS, C9 WIRELESS AND ROYAL STREET
COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES




46









 









	 	 	 	ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 23.27.





[signatures follow on next page]



CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, METROPCS, C9 WIRELESS AND ROYAL STREET
COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES





47









 









          IN WITNESS WHEREOF, the Parties hereto have caused this Services
Agreement to be executed by their respective authorized representatives as of the
date and year first above written.




	 	 	 	 	 	 	 	 	 	 	 
	METROPCS WIRELESS, INC.	 	 	 	ROYAL STREET
COMMUNICATIONS, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Roger D. Linquist
	 	 	 	By:	 	/s/ Robert A. Gerard	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Roger D. Linquist
	 	 	 	Name:	 	ROBERT A. GERARD	 	 	 
	Title:

	 	President and CEO
	 	 	 	Title:	 	CHIEF EXECUTIVE OFFICER	 	 	 






 









 





APPENDIX A




Master Equipment and Facilities Lease Agreement



CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, METROPCS, C9 WIRELESS AND ROYAL STREET
COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES






 









 








MASTER EQUIPMENT AND FACILITIES LEASE AGREEMENT




by and between




METROPCS WIRELESS, INC. and ROYAL STREET COMMUNICATIONS, LLC




	 	 	 
	LESSEE:

	 	Royal Street Communications, LLC
	Address:

	 	PO Box 2365
	 

	 	Southampton, NY 11969
	 
	 	 
	LESSOR:

	 	MetroPCS Wireless, Inc.
	Address:

	 	8144 Walnut Hill Lane
	 

	 	Suite 800
	 

	 	Dallas, TX 75231






Lease Number:                     




     1. AGREEMENT. Lessor agrees to lease to Lessee and Lessee agrees to lease from
Lessor the Equipment and Facilities as more fully described in any schedule (individually
a “Schedule” and collectively the “Schedules”) that is or are incorporated by reference into
this Master Equipment and Facilities Lease Agreement (the “Agreement”). Each Schedule shall be
incorporated by reference into this Agreement by listing the above-referenced Lease Number
thereon and shall upon such incorporation be deemed to become part of a single integrated
agreement governed by the terms and conditions of this Agreement, as well as by the terms
and conditions set forth in the applicable Schedule. Each Schedule, when taken with this
Agreement and all other Schedules, shall constitute the entire agreement. All capitalized terms
herein which are not defined herein shall have the meanings ascribed to them in the Services Agreement,
dated as of November 24, 2004, between MetroPCS Wireless, Inc. and Royal Street Communications,
LLC (the “Services Agreement”).



     2. APPOINTMENT OF LESSOR AS PURCHASING AGENT. Lessee has delivered
to Lessor copies of the Construction Plan and Technical Services Plan (collectively, the
“Plans”) that have been duly approved by the Management Committee of Royal Street. Together, the
Plans specify the Equipment and Facilities to be utilized in the construction and operation of
the Royal Street Systems. Lessee authorizes Lessor to act as Lessee’s agent to issue a purchase
order to any third party for the Equipment and Facilities (each, a “Seller”) and for necessary related
goods and services in accordance with the Plans. Such purchase order shall be subject to this
Section 2 and all references in this Agreement to Purchase Documents shall include such purchase order. By
executing the applicable Schedule, Lessee represents and warrants that Lessee has
reviewed, approved and received a copy of the applicable Purchase Documents.



     3. DELIVERY; ACCEPTANCE. Lessor shall cause the Equipment and Facilities to be
delivered, at Lessee’s expense, to Lessee at the Equipment and Facilities Location (as
specified in the applicable Schedule) and Lessee shall accept the Equipment and Facilities upon the
later of (a) the installation of the Equipment and Facilities or (b) the satisfaction of the acceptance
criteria, if



 









 





any, specified in the applicable Purchase Documents. In any event, Lessee shall evidence its
acceptance of the Equipment and Facilities and commencement of this Agreement with respect thereto
by executing and delivering to Lessor a commencement certificate (the “Commencement Certificate”)
in a form acceptable to Lessor within five (5) business days after delivery. By executing and
delivering a Commencement Certificate to Lessor, Lessee represents and warrants that it has
irrevocably accepted such Equipment and Facilities under this Agreement. Lessee shall reimburse
Lessor for any late payment, interest on late payment or any other similar fee or charge imposed by
Seller as the result of Lessee’s failure to timely furnish its acceptance and all pertinent lease
documentation.




     4. PURCHASE OF EQUIPMENT AND FACILITIES. Provided that no Event of Default (as defined
in Section 18) exists, and no event has occurred and is continuing that with notice or the lapse of
time or both would constitute an Event of Default, Lessor shall be obligated to purchase the
Equipment and Facilities from Seller and to lease the Equipment and Facilities to Lessee if and
only if Lessor receives on or before the Latest Commencement Date (as specified in the applicable
Schedule) the related Commencement Certificate and Schedule executed by Lessee, and such other
documents or assurances as Lessor may reasonably request.



     5. TERM. The initial term of each Schedule shall begin on the date specified as the
Commencement Date on the Commencement Certificate with respect to such Schedule and shall, unless
otherwise specified in the Schedule, continue for a period of *** (the “Initial Term”)
with *** renewal terms (each a “Renewal Term”), at Royal Street’s written election,
beginning on the expiration of, as applicable, the Initial Term or any preceding Renewal Term
(collectively, the “Term”). At any time after *** following the Commencement
Date of a Schedule, Lessee may terminate such Schedule prior to the end of its Term upon ninety
(90) days prior written notice to Lessor (“Termination Notice”) provided that no such Termination
Notice shall be effective unless, prior to or on the effective date of such Termination Notice,
Lessee shall have paid Lessor the Lessor’s Return (as hereinafter defined) for the Equipment and
Facilities set forth in such Schedule. Lessee’s failure to pay the Lessor’s Return prior to or on
the effective date of such Termination Notice shall render such Termination Notice ineffective and
Lessee shall continue to make the Rental Payments set forth in such Schedules.



     6. RENT; LATE CHARGES. Lessee shall pay Lessor the first Rental Payment (as specified in the
applicable Schedule) for the Equipment and Facilities on or before the Commencement Date of the
applicable Schedule and shall pay Lessor the remaining periodic Rental Payments on or before the
periodic payment dates specified in the applicable Schedule. If, pursuant to this Agreement or the
applicable Schedule, the Term is extended, Lessee shall also pay all Rental Payments required with
respect thereto. In the case of a breach or an Event of Default on the part of Lessee under this
Agreement or any Schedule, all Rental Payments shall become immediately due and payable by Lessee
without demand or notice, without any court order or other process of law and without liability to
Lessee for any damages occasioned by such action, and all Equipment and Facilities are to be
immediately returned to Lessor’s possession in the same condition provided to the Lessee, less
reasonable wear and tear. Lessor is under no duty to mitigate any damages caused by Lessee’s breach
or Event of Default. All Rental Payments will be sent to Lessor’s above-referenced address, or to
such other address as specified by Lessor in writing. Lessee agrees to pay Lessor interest at the
rate of *** per month (or such lesser rate as is the



 









 




maximum rate allowable under applicable law) on any Rental Payment (or other amount due
hereunder) that is not paid within ten (10) days of its due date.




     7. INSURANCE. At its own expense, Lessee shall provide and maintain the following insurance:
(a) insurance against the loss or theft of or damage to the Equipment and Facilities for the
greater of the Stipulated Loss Value (computed as described in the applicable Schedule) or full
replacement value thereof, naming Lessor as a loss payee; and (b) public liability and third-party
property damage insurance, naming Lessor as an additional insured. Such insurance shall be in a
form, amount and with companies reasonably satisfactory to Lessor, shall contain the insurer’s
agreement to give Lessor thirty (30) days’ prior written notice before cancellation or material
change thereof, and shall be payable to Lessor regardless of any act, omission or breach by Lessee.
Lessee shall deliver to Lessor the insurance policies or copies thereof or certificates of such
insurance on or before the Commencement Date of the applicable Schedule, and at such other times as
Lessor may reasonably request. If no Event of Default exists, and no event has occurred and is
continuing that with notice or the lapse of time or both would constitute an Event of Default, the
proceeds of any insurance required under clause (a) hereof that have been paid to Lessor shall be
applied against Lessee’s obligations to Lessor under Section 12 hereof.



     8. TAXES. Lessee shall reimburse Lessor for (or pay directly, but only if instructed by
Lessor) all taxes, fees, and assessments that may be imposed by any taxing authority on the
Equipment and Facilities, on its purchase, ownership, delivery, possession, operation, rental,
lease, return to Lessor or its purchase by Lessee (collectively, “Taxes”); provided,
however, that Lessee shall not be liable for any such Taxes (whether imposed by the United
States of America or by any other domestic or foreign taxing authority) imposed on or measured by
Lessor’s net income or tax preference items. Lessee’s obligation includes, but is not limited to,
the obligation to pay all license and registration fees and all sales, use, excise, personal
property and other taxes and governmental charges, together with any penalties, fines and interest
thereon, that may be imposed during the Term of the applicable Schedule. Lessee is liable for these
Taxes whether they are imposed upon Lessor, Lessee, the Equipment and Facilities, this Agreement or
the applicable Schedule. If Lessee is required by law or administrative practice to make any report
or return with respect to such Taxes, Lessee shall promptly advise Lessor thereof in writing and
shall cooperate with Lessor to ensure that such reports are properly filed and accurately reflect
Lessor’s interest in the Equipment and Facilities. Lessor has no obligation to contest any such
Taxes; however, Lessee may do so provided that: (a) Lessee does so in its own name and at its own
expense; (b) the contest does not and will not result in any lien attaching to any Equipment and
Facilities or otherwise jeopardize Lessor’s right to any Equipment and Facilities; and (c) Lessee
indemnifies, defends, and holds harmless Lessor for all expenses (including legal fees and costs),
liabilities and losses that Lessor incurs as a result of any such contest.



     9. REPAIRS; USE; LOCATION; LABELS. Lessee shall: (a) at its own expense, keep the Equipment
and Facilities in good repair, condition and working order and maintained in accordance with the
manufacturer’s recommended engineering and maintenance standards by personnel certified to work on
such Equipment and Facilities; (b) use the Equipment and Facilities lawfully and exclusively in
connection with its business operations and for the purpose for which the Equipment and Facilities
was designed and intended; and (c) without Lessor’s prior written consent, not move the Equipment
and Facilities from the Equipment and Facilities Location. If



 









 




Lessor supplies Lessee with labels stating that the Equipment and Facilities is owned by Lessor,
Lessee shall affix such labels to the Equipment and Facilities pursuant to Lessor’s instructions.




     10. ACCESS; MAINTENANCE; INSPECTION; ALTERATIONS. Lessee shall have Unfettered Access to the
Equipment and Facilities. At its own expense, Lessee shall: (a) enter into and maintain a
maintenance agreement for the Equipment and Facilities with the manufacturer or other party
certified to maintain such Equipment and Facilities who is acceptable to Lessor; (b) maintain the
Equipment and Facilities in the same condition as when delivered, subject only to ordinary wear and
tear, and in good operating order and appearance; (c) make all alterations or additions to the
Equipment and Facilities that may be required or supplied by the Seller, the manufacturer,
applicable regulatory agencies, or which is otherwise legally necessary; and (d) make no other
alterations or additions to the Equipment and Facilities (except for alterations or additions that
will not impair the value or performance of the Equipment and Facilities and that are readily
removable without damage to the Equipment and Facilities). Any modifications, alterations, repairs,
or additions that Lessee makes to the Equipment and Facilities (except as permitted by Section
10(d) above) shall become Lessor’s property and shall also be deemed to be Equipment and
Facilities. Upon request, Lessor, or any party designated by Lessor, shall have the right to
inspect the Equipment and Facilities and Lessee’s applicable maintenance agreement and records at
any reasonable time.



     11. PERSONAL PROPERTY; LIENS AND ENCUMBRANCES; TITLE. The Equipment and Facilities shall at
all times remain personal property, notwithstanding that the Equipment and Facilities, or any part
thereof, may be (or becomes) affixed or attached to real property or any improvements thereon.
Except for the interest of Lessor, Lessee shall keep the Equipment and Facilities free and clear of
all levies, liens and encumbrances of any nature whatsoever. Except as expressly set forth in this
Agreement, the Equipment and Facilities shall at all times remain the property of Lessor and Lessee
shall have no right, title or interest therein.



     12. RISK OF LOSS. As between Lessor and Lessee, Lessee shall bear the entire risk of loss,
theft, destruction or damage to the Equipment and Facilities from any cause whatsoever or
requisition of the Equipment and Facilities by any governmental entity or the taking of title to
the Equipment and Facilities by eminent domain or otherwise (collectively, a “Loss”). Lessee shall
advise Lessor in writing within ten (10) days of any such Loss. Except as provided below, no such
Loss shall relieve Lessee of the obligation to pay Lessor Rental Payments and all other amounts
owed hereunder. In the event of any such Loss, Lessor, at its option, may: (a) if the Loss has not
materially impaired the Equipment and Facilities (in Lessor’s reasonable judgment), require Lessee,
upon Lessor’s demand, to place the Equipment and Facilities in good condition and repair reasonably
satisfactory to Lessor; or (b) if the Loss has materially impaired the Equipment and Facilities (in
Lessor’s reasonable judgment), require Lessee, upon
Lessor’s demand, to pay Lessor ***. Upon Lessor’s full receipt of such Lessor’s Return: (y) the applicable Schedule shall
terminate, and except as provided in Section 24, Lessee shall be relieved of all



 









 




obligations under the applicable Schedule; and (z) Lessor shall transfer all of its interest in the
Equipment and Facilities to Lessee “AS IS, WHERE IS,” and without any warranty, express or implied
from Lessor, other than the absence of any liens or claims by, through, or under Lessor.
Notwithstanding clause (b) in this Section 12, Lessor may, at its option, elect to have Lessee
continue Rental Payments under the applicable Schedule, without interruption, and replace the
damaged Equipment and Facilities with Equipment and Facilities of identical model, manufacturer and
condition (“Replacement Equipment and Facilities”), in which case Lessee shall cause the
Replacement Equipment and Facilities to be delivered to a location acceptable to Lessor and shall
convey title (lien free) to the Lessor whereupon the Replacement Equipment and Facilities shall be
subject to all of the terms and conditions of this Agreement and the applicable Schedule.




     13. NON-CANCELABLE NET LEASE. Except as provided in Section 5 hereof, all leases hereunder
shall be non-cancelable net leases, and Lessee agrees that it has an unconditional obligation to
pay all rental payments and other amounts when due. Lessee may abate or reduce rental payments or
any other amounts due, or may set off any charges against those amounts, provided, such abatement,
reduction or set off is for obligations between Lessor and Lessee. Lessee is not entitled to
recoupments, cross-claims, counterclaims or any other defenses to any rental payments or other
amounts due hereunder, whether those defenses arise out of claims by Lessee against Lessor, Seller,
this Agreement, any schedule or otherwise. Neither defects in Equipment and Facilities, damage to
it, nor its loss, destruction or late delivery, shall terminate this Agreement or any schedule, or
affect Lessee’s obligations hereunder. Unless Lessee’s obligation to pay rental payments and other
amounts has been terminated pursuant to the express terms of this Agreement, all rental payments
and other amounts shall continue to be due and payable hereunder.



     14. LESSOR DISCLAIMERS; LIMITATION OF REMEDIES. It is specifically understood and agreed that:
(a) Lessor shall not be deemed to have made any representation, warranty or promise made by Seller,
neither Seller nor Lessor shall act as, or be deemed to be, an agent of the other, and Lessor shall
not be bound by, or liable for, any representation or promise made by Seller; (b) Lessor shall not
be liable for any failure of any Equipment and Facilities or any delay in its delivery or
installation; (c) Lessor shall not be liable for any breach of any warranty that Seller may have
made; (d) Lessee has selected all Equipment and Facilities; (e) Lessor is not a manufacturer of any
Equipment and Facilities; and (f) the Equipment and Facilities are provided by Lessor “AS-IS”
without any warranties of any kind from Lessor and Lessor has not made and does not now make any
representation or warranty, express or implied, with respect to the design, compliance with
specifications, operation, or condition of any Equipment and Facilities (or any part thereof), the
merchantability or fitness of Equipment and Facilities for a particular purpose, or issues
regarding patent infringement, title and the like. It is further agreed that Lessor shall have no
liability to Lessee, Lessee’s customers, or any third parties for any direct, indirect, special,
punitive, treble, or consequential damages arising out of this Agreement or any schedule or
concerning any Equipment and Facilities, or for any damages based on strict or absolute tort
liability; provided, however, that nothing in this Agreement shall deprive Lessee of any
rights it may have against any person other than Lessor. Lessee shall look solely to Seller for any
and all claims and warranties relating to the Equipment and Facilities. Lessor hereby assigns to
Lessee for the term of the applicable schedule the right to enforce, provided no Event of Default
then exists under this Agreement and such enforcement is pursued in Lessee’s name, any
representations, warranties and agreements made by Seller pursuant to the purchase documents, and
Lessee may retain any



 









 




recovery resulting from any such enforcement efforts. To the extent permitted by applicable law,
Lessee waives any and all rights and remedies conferred upon a Lessee by Article 2a of the UCC and
any rights now or hereinafter conferred by statute or otherwise that may limit or modify Lessor’s
rights as described in this section or other sections of this Agreement. In the event of any breach
of any warranty or obligation under this Agreement, Lessee’s sole remedy shall be for Lessor to
reperform the obligation hereunder. LESSEE’S SOLE REMEDIES AGAINST LESSOR OR LESSOR’S SUPPLIERS FOR
LOSS OR DAMAGE RESULTING FROM, ARISING IN CONNECTION WITH, OR CAUSED BY, EITHER DIRECTLY OR
INDIRECTLY, DEFECTIVE ITEMS OF EQUIPMENT OR FACILITIES, OR PARTIAL OR TOTAL FAILURE OF THE
EQUIPMENT OR FACILITIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT
NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE LESSEE’S RIGHT TO RECEIVE THE
SELLER’S REPAIR OR REPLACEMENT SERVICE DESCRIBED IN ITS LIMITED WARRANTY. The foregoing shall be
Lessee’s sole and exclusive remedies at law or in equity, except for Lessee’s right to claim
damages for bodily injury to any person caused by the negligence of Lessor. The parties further
agree that the foregoing allocation of risk shall, in the event of Seller’s inability, despite good
faith efforts, to meet its warranty obligations hereunder, remain in effect regardless of whether
the exclusive remedies provided for under this Section 14 then satisfy the essential purposes for
which they were intended, or otherwise provide Lessee with a fair quantum of relief.




     15. LESSEE WARRANTIES. Lessee represents, warrants and covenants to Lessor that: (a)
Lessee is duly organized, validly existing and in good standing under applicable law; (b) Lessee
has the power and authority to enter into this Agreement, all Schedules and all other related
instruments or documents hereunder (collectively, the “Fundamental Agreements”); (c) such
Fundamental Agreements are enforceable against Lessee in accordance with their terms and do not
violate or create a default under any instrument or agreement binding on Lessee; (d) there are no
pending or threatened actions or proceedings before any court or administrative agency that would
have a material adverse effect on Lessee or any Fundamental Agreement, unless such actions are
disclosed to Lessor and consented to in writing by Lessor; (e) Lessee shall comply in all material
respects with all Federal, state and municipal laws and regulations the violation of which could
have a material adverse effect upon the Equipment and Facilities or Lessee’s performance of its
obligations under any Fundamental Agreement; (f) Lessee shall obtain all governmental approvals
necessary for it to enter into and perform each Fundamental Agreement; (g) each Fundamental
Agreement shall be effective against all creditors of Lessee under applicable law, including
fraudulent conveyance and bulk transfer laws, and shall raise no presumption of fraud; (h)
financial statements and other related information furnished by Lessee shall be prepared in
accordance with generally accepted accounting principles and shall present Lessee’s financial
position as of the dates given on such statements; (i) Lessee shall furnish Lessor with its
certified financial statements, opinions of counsel, resolutions, and such other information and
documents as Lessor may reasonably request; (j) all Equipment and Facilities is leased for business
purposes only, and not for personal, family or household purposes; and (k) all Equipment and
Facilities is tangible personal property and shall not become a fixture or real property under
Lessee’s use thereof. Lessee shall be deemed to have reaffirmed the foregoing warranties each time
it executes any Fundamental Agreement.



 









 





     16. GENERAL INDEMNITY. Lessee shall indemnify, hold harmless, and, if so requested by Lessor,
defend Lessor against all claims (“Claims”) directly or indirectly arising out of or connected with
the Equipment and Facilities or any Fundamental Agreement. Claims refers to all losses,
liabilities, damages, penalties, expenses (including legal fees and costs), claims, actions, and
suits, whether based on a theory of strict liability of Lessor or otherwise, and includes, but is
not limited to, matters regarding: (a) the selection, manufacture, purchase, acceptance, rejection,
ownership, delivery, lease, possession, maintenance, use, condition, return or operation of the
Equipment and Facilities; (b) any latent defects or other defects in any Equipment and Facilities,
whether or not discoverable by Lessor or by Lessee; (c) any patent, trademark, or copyright
infringement; and (d) the condition of any Equipment and Facilities arising or existing during
Lessee’s use.



     17. SURRENDER; EXTENSION OF TERM. Unless Lessee purchases the Equipment and Facilities or
renews the Term pursuant to the applicable Schedule, or acquires the Equipment and Facilities
pursuant to Section 12 hereof, Lessee shall, at its expense, deinstall, inspect and properly pack
the Equipment and Facilities, and return the Equipment and Facilities at the expiration of the
Term, free of all liens and rights of others, by delivering it on board such common carrier as
Lessor may specify with freight prepaid to any destination within the United States of America
specified by Lessor. The Equipment and Facilities shall be accompanied by an original copy of the
relocation inventory or other applicable form completed by the agent performing the deinstallation.
If Lessor so requests, Lessor and its agents shall have the right to enter upon any premises where
Equipment and Facilities may be located at a reasonable time to perform any of Lessee’s tasks noted
above in this Section 17, and Lessee shall reimburse Lessor for all costs and expenses Lessor
incurs in fulfilling such tasks. Lessee agrees that the Equipment and Facilities, when returned to
Lessor, shall be in the same condition as when delivered to Lessee, reasonable wear and tear
excepted, and certified as being eligible for the manufacturer’s generally available maintenance
contract at then prevailing rates, without Lessor incurring any expense to repair, rehabilitate or
certify such Equipment and Facilities (Lessee shall be liable for all costs and expenses Lessor
incurs to place the Equipment and Facilities in such condition). If requested by Lessor, Lessee, at
its expense, shall store the Equipment and Facilities on its premises for a reasonable period, not
to exceed ten (10) business days during which period the Equipment and Facilities shall be subject
to all of the terms and conditions hereof, except for the obligation to make Rental Payments. In
all instances where Lessee is returning Equipment and Facilities to Lessor, Lessee shall give
Lessor written notice thereof in accordance with the terms of the applicable Schedule. If Lessee
fails to provide the aforementioned notice or return the Equipment and Facilities to Lessor in the
time and manner provided above, the Term shall be extended in accordance with the terms of the
applicable Schedule. If any Schedule is extended pursuant to the preceding sentence, Lessee shall
continue to pay the higher of the periodic Rental Payments in effect prior to the expiration of the
then existing term of the applicable Schedule (whether it be the Initial Term or any Renewal Term)
or such other periodic rental payment amount as is specified for such extension period in the
Schedule, and all other provisions of this Agreement shall continue to apply.



     18. EVENTS OF DEFAULT. Any of the following shall constitute an Event of Default under this
Agreement and all Schedules: (a) Lessee fails to pay any Rental Payment or any other amount payable
to Lessor hereunder within ten (10) days after its due date; or (b) Lessee fails to



 









 




perform or observe any other representation, warranty, covenant, condition or agreement to be
performed or observed by Lessee hereunder or in any other agreement with Lessor, or in any
agreement with any other person that in Lessor’s sole opinion is a material agreement, and Lessee
fails to cure any such breach within ten (10) days after notice thereof; or (c) any representation
or warranty made by Lessee hereunder, or in any other instrument provided to Lessor by Lessee,
proves to be incorrect in any material respect when made; or (d) Lessee makes an assignment for the
benefit of creditors, whether voluntary or involuntary; or (e) a proceeding under any bankruptcy,
reorganization, arrangement of debts, insolvency or receivership law is filed by or against Lessee
or Lessee takes any action to authorize any of the foregoing matters; or (f) Lessee becomes
insolvent or fails generally to pay its debts as they become due, the Equipment and Facilities are
levied against, seized or attached, or Lessee seeks to effectuate a bulk sale of Lessee’s inventory
or assets; or (g) Lessee voluntarily or involuntarily dissolves or is dissolved, or terminates or
is terminated; or (h) any guarantor under this Agreement is the subject of an event listed in
clauses (b) through (g) above; or (i) any letter of credit required pursuant to any Schedule is
breached, canceled, terminated or not renewed during the Term of any such Schedule.




     19. REMEDIES. If an Event of Default occurs, Lessor may, in its sole discretion, exercise one
or more of the following remedies: (a) terminate this Agreement or any or all Schedules; or (b)
take possession of, disable or render unusable, any Equipment and Facilities wherever the Equipment
and Facilities may be located, without demand or notice, without any court order or other process
of law and without liability to Lessee for any damages occasioned by such action, and no such
action shall constitute a termination of any Schedule; or (c) require Lessee to deliver the
Equipment and Facilities at a location designated by Lessor; or (d) declare the Lessor’s Return (as
defined in Section 12 hereof and calculated by Lessor as of the date of the Event of Default) for
each applicable Schedule due and payable as liquidated damages for loss of a bargain and not as a
penalty and in lieu of any further Rental Payments under the applicable Schedule; or (e) proceed by
court action to enforce performance by Lessee of any Schedule and/or to recover all damages and
expenses incurred by Lessor by reason of any Event of Default; or (f) terminate any other agreement
that Lessor may have with Lessee; or (g) exercise any rights available to Lessor under the Uniform
Computer Information Transactions Act (h) exercise any other right or remedy available to Lessor at
law or in equity. Also, Lessee shall pay Lessor all costs and expenses (including legal fees and
costs and fees of collection agencies) incurred by Lessor in enforcing any of the terms, conditions
or provisions of this Agreement. Upon repossession or surrender of any Equipment and Facilities ,
Lessor shall lease, sell or otherwise dispose of the Equipment and Facilities in a commercially
reasonable manner, with or without notice and at public or private sale, and apply the net proceeds
thereof (after deducting all expenses, including legal fees and costs, incurred in connection
therewith) to the amounts owed to Lessor hereunder; provided, however, that Lessee
shall remain liable to Lessor for any deficiency that remains after any sale or lease of such
Equipment and Facilities. Lessee agrees that with respect to any notice of a sale required by law
to be given ten (10) days’ notice shall constitute reasonable notice. These remedies are cumulative
of every other right or remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise, and may be enforced concurrently therewith or from time to time.



     20. LESSOR’S PERFORMANCE OF LESSEE’S OBLIGATIONS. If Lessee fails to perform any of its
obligations hereunder, Lessor may perform any act or make any payment that



 









 




Lessor deems reasonably necessary for the maintenance and preservation of the Equipment and
Facilities and Lessor’s interests therein; provided, however, that the performance
of any act or payment by Lessor shall not be deemed a waiver of, or release Lessee from, the
obligation at issue. All sums so paid by Lessor, together with expenses, including legal fees and
costs, incurred by Lessor in connection therewith, shall be paid to Lessor by Lessee immediately
upon demand.




     21. FINANCING OF ADDITIONS. If, under any Schedule, Lessee intends to make any addition to the
Equipment and Facilities, Lessee may, in writing, request Lessor to finance the costs of such
addition. Lessee shall provide Lessor with the terms under which it hopes to obtain the financing,
and upon receiving such a request Lessor shall determine, in its sole discretion, whether to
provide such financing. Lessor is under no obligation to make or finance additions to the Equipment
and Facilities.



     22. ASSIGNMENT BY LESSOR. Lessor shall have the unqualified right to assign, pledge, transfer,
mortgage or otherwise convey any of its interests hereunder or in any Schedule or any Equipment and
Facilities, in whole or in part, without notice to, or consent of, Lessee. If any Schedule is
assigned, Lessee shall: (a) unless otherwise specified by the Lessor and the assignee specified by
Lessor (the “Assignee”), pay all amounts due under the applicable Schedule to such Assignee,
notwithstanding any defense, setoff or counterclaim whatsoever that Lessee may have against Lessor
or Assignee; (b) not permit the applicable Schedule to be amended or the terms thereof waived
without the prior written consent of the Assignee; (c) not require the Assignee to perform any
obligations of Lessor, other than those that are expressly assumed in writing by such Assignee; and
(d) execute such acknowledgments thereto as may be requested by Lessor. It is further agreed that:
(x) each assignee shall be entitled to all of Lessor’s rights, powers and privileges under the
applicable Schedule, to the extent assigned; (y) any Assignee may reassign its rights and interest
under the applicable Schedule with the same force and effect as the assignment described herein;
and (z) any payments received by the Assignee from Lessee with respect to the assigned portion of
the Schedule shall, to the extent thereof, discharge the obligations of Lessee to Lessor with
respect to the assigned portion of the Schedule. Lessee acknowledges that any assignment or
transfer by Lessor or any assignee shall not materially change Lessee’s obligations under the
assigned schedule.



     23. ASSIGNMENT OR SUBLEASE BY LESSEE. Without Lessor’s prior written consent, Lessee shall not
assign this Agreement or any Schedule or assign its rights in or sublet the Equipment and
Facilities or any interest therein and any such assignment or sublease without Lessor’s consent
shall be void; provided, however, that Lessee may sublease or assign a Schedule to an affiliate or
a wholly-owned subsidiary of Lessee if: (a) Lessee and such sublessee or assignee execute and
deliver to Lessor a writing (to be provided by Lessor) whereby the sublessee or assignee agrees to
assume joint and several liability with Lessee for the full and prompt payment, observance and
performance when due of all of the obligations of the Lessee under such Schedule; and (b) Lessor
consents to such sublease or assignment, which consent shall not be unreasonably withheld. In no
event, however, shall any such sublease or assignment discharge or diminish any of Lessee’s
obligations to Lessor under such Schedule, nor shall Lessee move or relocate any of the Equipment
and Facilities, in whole or in part, without Lessor’s prior written consent, which consent may be
granted or withheld in Lessor’s sole discretion.



 









 





     24. SURVIVAL; QUIET ENJOYMENT. All representations, warranties and covenants made by Lessee
hereunder shall survive the termination of this Agreement and shall remain in full force and
effect. All of Lessor’s rights, privileges, and indemnities, to the extent they are fairly
attributable to events or conditions occurring or existing on or prior to the termination of this
Agreement, shall survive such termination and be enforceable by Lessor and any successors and
assigns. So long as no Event of Default exists, and no event has occurred and is continuing that
with notice or the lapse of time or both would constitute an Event of Default, neither Lessor nor
any Assignee will interfere with Lessee’s quiet enjoyment of the Equipment and Facilities.



     25. FILING FEES; FURTHER ASSURANCES; NOTICES. Lessee will promptly reimburse Lessor for any
filing or recordation fees or expenses (including lien search fees, legal fees and costs) incurred
by Lessor in perfecting or protecting its interests in the Equipment and Facilities and under this
Agreement. Lessee shall promptly execute and deliver to Lessor such documents and take such further
action as Lessor may from time to time reasonably request in order to carry out the intent and
purpose of this Agreement and to protect the rights and remedies of Lessor created or intended to
be created hereunder. All notices under this Agreement shall be sent to the respective party at its
address set forth on the front page of this Agreement or on the applicable Schedule or at such
other address as the parties may provide to each other in writing from time to time. Any such
notice mailed to said address shall be effective when deposited in the United States mail, duly
addressed and with first-class postage prepaid.



     26. WAIVER OF JURY TRIAL; SUCCESSORS. Lessee and Lessor each irrevocably waive all right to
trial by jury in any lawsuit, proceeding, counterclaim or any other litigation or proceeding upon,
arising out of, or related to, this Agreement, any other fundamental agreement, or the dealings or
relationship between or among Lessor, Lessee, Seller or any other person. This Agreement and all
Schedules inure to the benefit of and are binding upon the permitted successors or assigns of
Lessor and Lessee.



     27. NO WAIVER; LESSOR APPROVAL. Any failure of Lessor to require strict performance by Lessee,
or any written waiver by Lessor of any provision hereof, shall not constitute consent or waiver of
any other breach of the same or any other provision hereof. Neither this Agreement nor any other
Fundamental Agreement shall be binding upon Lessor unless and until executed by Lessor.



     28. CAPTIONS; COUNTERPARTS; LESSOR’S AFFILIATES. The captions contained in this Agreement are
for convenience only and shall not affect the interpretation of this Agreement. Only one
counterpart of the Schedule shall be marked “Original” (the “Original”), and all other counterparts
thereof shall be marked as, and shall be, duplicates. To the extent that any Schedule constitutes
chattel paper (as such term is defined in the Uniform Commercial Code in effect in any applicable
jurisdiction), no security interest in such Schedule may be created through the transfer or
possession of any counterpart other than the Original. Lessee understands and agrees that MetroPCS
Wireless, Inc. or any affiliate or subsidiary thereof, may, as Lessor, execute Schedules under this
Agreement, in which event the terms and conditions of the applicable Schedule and this Agreement as
it relates to the Lessor under such Schedule shall be binding upon and shall inure to the benefit
of such entity executing such Schedule as Lessor, as well as any successors or assigns of such
entity.



 









 





     29. CHOICE OF LAW; INTEGRATION; ENTIRE AGREEMENT. Each lease under this Agreement shall
be governed by the internal laws (as opposed to conflicts of law provisions) of the state of
Delaware. If any provision of this Agreement or such Schedule shall be prohibited by or invalid
under that law, such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of
this Agreement or such Schedule. Lessor and Lessee consent to the jurisdiction of any local, state
or Federal court located within the State, and waive any objection relating to improper venue or
forum non conveniens to the conduct of any proceeding in any such court. This Agreement and all
other Fundamental Agreements executed by both Lessor and Lessee constitute the entire agreement
between Lessor and Lessee relating to the leasing of the Equipment and Facilities, and supersede
all prior agreements relating thereto, whether written or oral, and may not be amended or modified
except in a writing signed by the parties hereto.



[signature page to follow]




 









 





          IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
___ day of                     , 200___.




	 	 	 	 	 	 	 	 	 	 	 
	ROYAL STREET	 	 	 	METROPCS WIRELESS, INC.	 	 
	COMMUNICATIONS, LLC	 	 	 	(Lessor)	 	 
	(Lessee)	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	(Lessee Authorized Signature)	 	 	 	(Lessor Authorized Signature)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	(Type/Print Name)	 	 	 	(Type/Print Name)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	(Title)	 	 	 	(Title)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	(Date)	 	 	 	(Date)	 	 






 









 





APPENDIX B




Wholesale Services Fees





	1.	 	Rounding
	 
	 	 	Voice services call lengths will be measured on a per call
basis to the *** and the
aggregate number of minutes will be rounded to the next whole minute once every month.
Voice services calls will be rated at ***, and rounded to ***.
	 
	2.	 	Airtime Rates
	 
	 	 	Royal Street will charge MetroPCS *** set forth below for the
total minutes of *** voice PCS Service. The rates include domestic toll rates and any
applicable interconnection charges.




***


	3.	 	Minimum Volume
	 
	 	 	If by the end of the first *** term MetroPCS has not generated voice service
MOUs in any *** greater than or equal to *** of the engineered capacity of the
system during the peak usage period on the most heavily utilized cell site, then the
arrangement shall be converted for the following *** to a take or pay arrangement where
MetroPCS pays for *** of the engineered peak usage capacity regardless of its actual
traffic volumes.
	 
	 	 	If by the end of the second *** term MetroPCS has not generated voice service
MOUs in any *** greater than or equal to *** of the engineered capacity of the
system during the peak usage period on the most heavily utilized cell site, then the
arrangement shall be converted for the following *** to a take or pay arrangement where
MetroPCS pays for *** of the engineered peak usage capacity regardless of its actual
traffic volumes
	 
	 	 	If by the end of the third *** term MetroPCS has not generated voice service
MOUs in any *** greater than or equal to *** of the engineered capacity of the
system during the peak usage period on the most heavily utilized cell site, then the
arrangement shall be converted for the




 









 






	 	 	following *** to a take or pay arrangement where MetroPCS
pays for *** of the engineered
peak usage capacity regardless of its actual traffic volumes.
	 
	 	 	The Parties shall negotiate in good faith to agree upon the minimum volume for which
MetroPCS will pay inn order to meet the minimum percentages specified in this section. In
the absence of agreement, the minimum volume will be set utilizing the dispute resolution
procedures set forth in this Agreement.
	 
	4.	 	Included Features
	 
	 	 	Call Waiting

Three Way Calling

Caller ID

Caller ID Blocking

Basic Network Fraud Monitoring

Voicemail

Toll Blocking