INTERCARRIER MULTI-STANDARD ROAMING AND COLOCATION AGREEMENT

1.  

Definitions

a.  

“Affiliate” means any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with another entity.

A Party’s Affiliates also include any entities that control, are controlled by, or are under common control with, any other Affiliate of that Party. **.

b.  

“Authorized Roamer” means a Roamer (i) that uses equipment with the NPA/NXX combinations or Mobile Network Codes provided by each Party and (ii) for whom the Serving Carrier has not received a negative notification (in the case of assume positive for validation purposes) or has received a positive notification (in the case of assume negative for validation purposes).

c.  

“Agreement” means this Intercarrier Multistandard Roamer Service Agreement, including all exhibits attached hereto.

d.  

“Cellular Radiotelephone Service” or “CRS” means a radio service in which common carriers are authorized by the FCC under 47 CFR Part 22 and licensed under 47 CFR Part 22, Subpart H to offer and to provide service for hire to the general public through a cellular system utilizing the channels and bandwidths assigned under 47 CFR Part 22, Subpart H, Section 22.905.

e.  

“Effective Rate” shall mean **.

f.  

“GPRS” means General Packet Radio Service.

g.  

“GSM” means the Global System for Mobile Communications.

h.  

“GSM Technology” means both GSM and GPRS.

i.  

“Home Carrier” means a Party (including an Affiliate of a Party) that is providing Wireless Service to its registered customers in a geographic area where it operates.

j.  

“Personal Communications Service” or “PCS” means a radio service in which common carriers are authorized by the FCC and licensed under 47 CFR Part 24, Subpart F, as currently in effect to offer and to provide service for hire to the general public utilizing the following frequency bandwidths: 1850-1910 MHz and 1930-1990 MHz (Broadband PCS) and including GSM (the DCS 1900 protocol for the North American System). PCS does not include Cellular Radiotelephone Service (“CRS”) as herein defined.

k.  

“Preferred Roaming Provider” means **.

l.  

“Roamer” means a customer who seeks wireless service from a Serving Carrier.

m.  

“Secondary Preferred Roaming Provider” means **.

n.  

“Serving Carrier” means a Party who provides Wireless Service for customers of another Party in the geographic area where the Serving Carrier operates.

o.

“TDMA” means Time Division Multiple Access.

p.  

“Wireless Service” means either CRS or PCS as is appropriate or technically feasible in the context it is used.

2.  

Term of Agreement

3.  

**

**.

4.  

**

a.  

**.

b.  

**.

c.  

**.

d.  

**.

e.  

Nothing in this Agreement shall limit a Party’s right to restrict roaming onto a SID or a SOC or via LAC restrictions in overlapping market areas.

f.  

Service Level. Rural hereby agrees to adhere to the following metrics to be used as performance measures of service quality for its GSM network and to the remedy for failure to meet each metric, as set forth in subsection 4(f)(i)(C). **.

i.  

Metrics

   **.

ii.

**.

iii.  

Geographic Information. Rural will provide to Cingular, on a semi-annual basis, maps reflecting current GSM coverage at a **, and planned coverage for the **. This information will be provided no later than ** and ** or at any time upon Cingular’s request. **. Cingular may rely upon this data for inclusion in marketing materials and for purposes of educating Cingular employees and customers where GSM services may be available or for use by the Operations Council, unless Rural provides written consent to reliance for another use.

g.  

Operations Council.

1.  

Purpose: The Parties agree to create a single point of contact in each organization to oversee the coordination of all operational issues. The council is also responsible for coordinating on feature development, on taking steps to enable inter-company hyperband handoffs and other activities that will improve the customer experience of roaming for both parties. The Parties agree that the council will meet (via conference call) during the GSM launch period on no less than a ** basis to ensure that the operational issues associated with the launch are effectively addressed. Following the GSM launch period, the council will meet to discuss issues as needed, but no less than quarterly.

2.  

Dispute Resolution: Operational disputes between the companies are to first be escalated to the Operations Council. To the extent they are unable to resolve the dispute, the issue will then be escalated to the VP of Roaming Services at Cingular and the designated VP at Rural. If the Parties still cannot reach agreement, either Party may invoke the arbitration provisions pursuant to Section 13 of this Agreement.

3.  

Miscellaneous: The Parties agree that over the next thirty (30) days they will further develop and document the operating process and guidelines of the Operations Council.

5.  

Rates

a.  

The Parties shall pay each other for the provision of roaming service to each other’s subscribers as set forth in the Rate Addendum attached as ** to this Agreement.

b.  

**. The billed Party shall pay undisputed invoices even if that Party is unable to or chooses not to bill the other Party. The billed Party shall have a right to audit the billing Party’s records, including but not limited to network usage reports that reflect roaming by the billed Party’s customers and in a matter not inconsistent with standard industry procedures, for the specific purpose of verifying the accuracy and content of the bill but no more often than once every twelve months. GPRS AND SMS roaming usage for the Parties’ subscribers will be recorded and transmitted via TAP records. The exchange of these records will follow current GSM voice usage process through the clearinghouse(s) and will be included in net settlement

c.  

**.

6.  

Terms and Conditions of TDMA roaming

7.  

Terms and Conditions of GSM roaming

8.  

**.

**.