SALES AGENCY AGREEMENT BETWEEN SPRINT COMMUNICATIONS COMPANY L.P. AND AIRGATE PCS, INC

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Exhibit 10.10

SALES AGENCY AGREEMENT BETWEEN

SPRINT COMMUNICATIONS COMPANY L.P. AND

AIRGATE PCS, INC.

This Sales Agency Agreement (as amended from time to time, "Agreement") made as

of May 1, 2001 ("Effective Date"), is between Sprint Communications Company

L.P., a Delaware limited partnership ("Sprint") and AirGate PCS, Inc., ("Sales

Agent").

RECITALS

A. Sales Agent desires to act as Sprint's agent for the marketing and sale of

Sprint's residential wireline voice long distance telecommunications

services ("Sprint Services") to Customers through Sales Agent's retail

stores in the United States.

B. Sprint desires to appoint Sales Agent as its limited agent to promote,

distribute and sell Sprint Services as described in this Agreement and any

Exhibits, Attachments or Addenda hereto.

TERMS

In consideration of the covenants, terms and conditions of this Agreement the

parties agree as follows:

1. Defined Terms

1.1. "A-Status Sale" or "A-Status" means a sale of Sprint Services to a Customer

who passes all Sprint's screening processes and whose Sprint Service is

activated by Sprint.

1.2. "Customer" means a person who purchases Sprint Services as a result of a

sale by Sales Agent under this Agreement.

1.3. "Commission" means the commission payable to Sales Agent by Sprint pursuant

to this Agreement.

1.4. "Market" means a market defined by Sprint for its internal marketing

purposes, which market generally corresponds to a metropolitan area rather

than to an individual city or other governing unit.

1.5. "Net Collectible Monthly Revenue" means the total amount billed to the

customer for monthly recurring charges and monthly usage charges for Sprint

Services. Net Collectible Monthly Revenue excludes taxes and surcharges,

special access charges, directory assistance charges, charges for non-voice

telecommunications services, charges which are subsequently credited,

volume and other promotional discounts, fraudulently charged amounts, bad

debt and uncollectibles, write-offs, and amounts Sprint is required by

governmental or quasi-governmental authorities to collect on behalf of or

pay to others in support of statutory or regulatory programs. Examples of

such programs include, but are not limited to, the Universal Service Fund,

the Primary Interexchange Carrier Charge, and compensation to payphone

service providers for use of their payphones to access Sprint's service.

1.6. "Rate Schedules" means Sprint's schedules of rates, terms and conditions

for Sprint Services.

1.7. "Retail Sales Force" means Sales Agent's employees that are engaged in

direct sales activities at Sales Agent's retail stores.

1.8. "Sprint Marks" are the trade names, logo, service marks, brands and other

trademarks of Sprint.

1.9. "Sprint Services" means Sprint's residential wireline voice long distance

telecommunications services. "Sprint Services" does not include other

services offered by Sprint, such as data services.

1.10."Tariff' means those tariffs filed by either Party with state regulatory

commissions for intrastate Service.

1.11."Terms and Conditions of Service" means the terms and conditions that

govern either Party's interstate Service.

2. Appointment

2.1. Agency. Subject to this Agreement, Sprint appoints Sales Agent as its agent

for the limited purposes of selling Sprint Services to Customers through

Sales Agent's Retail Sales Force in the United States. Sales Agent accepts

the appointment.

2.2. Restriction on Sales Agent Authority. Sales Agent is a limited agent of

Sprint only for the purposes expressly set out in this Agreement. Sales

Agent is not authorized to sign any offer, proposal or agreement on behalf

of Sprint. Sales Agent is authorized to use only its Retail Sales Force for

the sale of Sprint Services. Sales made by Sales Agent of Sprint Services

may be made only via a one-on-one consultative basis with the Customer.

Sales Agent is must use commercially reasonable efforts to perform its

sales obligations under this Agreement. Sales Agent may not set up a

multi-level marketing, pyramid promotional scheme or any similar structure

to sell Sprint Services.

2.3. Compliance. Sales Agent must comply with all procedures, policies and

operating guidelines on the marketing and sale of Sprint Services that are

established by Sprint, including procedures required by law or contract or

policies adopted by Sprint (e.g., advising Customers of the terms and

conditions of the Sprint Services or pre-approval of marketing packets).

Sprint will notify Sales Agent in writing a commercially reasonable time,

but not less than 30 days, in advance of the effective date of any new or

revised procedures and/or operating guidelines, unless a shorter time

period is required by law or specified in this Agreement.

2.4. No Contractual Relationship with Retail Sales Force.

2.4.1. General. Notwithstanding Sales Agent's right to use its Retail Sales

Force to sell Sprint Services, Sprint will deal only with Sales Agent and

will not deal directly with or have any obligations to any member of Sales

Agent's Retail Sales Force. Without limiting the generality of the

foregoing, Sales Agent:

(1) must place all orders for Sprint Services;

(2) coordinate all advertisements and promotional activity under Sections

4.5 and 4.6; and

(3) is liable for payment of all amounts due Sprint under this Agreement.

2.4.2. Independent Contractor. Sales Agent is an independent contractor with no

authority to act for or on behalf of Sprint, except as expressly granted

herein. Sales Agent may not use agents or third party vendors or

representatives to solicit Customers for Sprint without Sprint's prior

consent. Sales Agent has no authority to bind Sprint in any manner

whatsoever except as authorized by Sprint. Sprint has no obligation to

employees or agents utilized by Sales Agent to attract Customers to Sprint.

Such individuals are at all times employees or agents of Sales Agent. Sales

Agent is solely responsible for all expenses and obligations incurred by it

as a result of its efforts to solicit Customers for Sprint, unless

otherwise agreed to in advance by the Parties. Sales Agent agrees to comply

with laws, regulations and orders relating to equal employment opportunity,

workers' compensation, unemployment compensation and FICA.

2.4.3. Methods of Operations. Sales Agent, its subcontractors, employees and

agents, are independent contractors for all purposes and at all times.

Sales Agent is responsible for control over the methods and details of

performing the services described in this Agreement, subject to Sprint's

inspection. Sales Agent is also solely responsible for providing all tools,

material, training, hiring, supervision, hours of work, employment policies

and procedures, work rules, compensation, discipline, and termination of

employment for Sales Agent's employees.

2.4.4. Wages and Payroll Taxes. Sales Agent is solely responsible for payment of

wages, salaries, fringe benefits and other compensation of, or claimed by,

its employees including, without limitation, contributions to any employee

benefit, medical or savings plan and is responsible for all payroll taxes

including, without limitation, the withholding and payment of all federal,

state and local income taxes, FICA, unemployment taxes and all other

payroll taxes.

2.4.5. Sprint's Right to Reject. Sprint has the right, in its sole discretion,

to reject any individual as a member of Sales Agent's Retail Sales Force.

If Sprint rejects an individual as a member of the Sales Agent's Retail

Sales Force, Sales Agent must insure that that individual does not sell

Sprint Services. Sprint has the further right to notify Sales Agent in

writing and require that Sales Agent insure that that individual is no

longer selling Sprint Services from and after the date of notice. Sprint

does not have to pay Commissions to Sales Agent for sales of Sprint

Services made by any (i) individual whom Sprint has rejected as a member of

the Retail Sales Force, or (ii) individual whom Sprint has notified Sales

agent can no longer sell Sprint Services.

2.4.6. Sales Agent Representations, Warranties and Covenants with Respect to

Retail Sales Force. Sales Agent represents, warrants and covenants to

Sprint as follows:

(1) Sales Agent is responsible for the acts or omissions of each member of

the Retail Sales Force;

(2) no one other than the members of the Retail Sales Force may sell

Sprint Services;

(3) each member of the Retail Sales Force will comply with the applicable

provisions of this Agreement, including the confidentiality provisions

(Section 7) and the sales and marketing provisions (Section 4); and

(4) each member of the Retail Sales Force has a confidentiality obligation

to Sales Agent at least as restrictive as Sales Agent's

confidentiality obligations to Sprint under this Agreement.

2.5. No Sale to Resellers. Sales Agent will require that the Retail Sales Force

sell Sprint Services to Customers only. Sales Agent acknowledges that one

of Sprint' primary reasons for selecting Sales Agent as a sales agent for

the Sprint Services is to assure a broad distribution of Sprint Services to

Customers. Sales Agent agrees that it will not knowingly, directly or

indirectly, sell, or permit the Retail Sales Force to sell, Sprint Services

to a reseller of telecommunications services or to anyone that is

purchasing the Sprint Services for the purpose of reselling them. Sales

Agent will take and require its Retail Sales Force to take reasonable

efforts to determine if a volume purchaser is a reseller of

telecommunications services.

3. Term

The term of this Agreement is 1 year from the Effective Date, unless sooner

terminated as permitted in this Agreement. This Agreement automatically

renews for consecutive 1 year periods on each anniversary date of the

Effective Date, unless either party gives the other party written notice of

non-renewal at least 30 days before the anniversary date.

4. Sale of Sprint Services

4.1. Commissions. Except as otherwise provided in Exhibit A attached to this

Agreement, Sprint will pay Sales Agent a Commission as described in Exhibit

A (Commissions) on or before the last day of the month following the month

in which a sale of Sprint Services by Sales Agent becomes A-Status. Any

Commission paid is subject to charge back as provided in Exhibit A. Sprint

will pay Sales Agent Commissions only for sales of Sprint Services made

while this Agreement is in effect. Sales Agent must not rebate, split or

otherwise share any Commissions Sales Agent is paid with respect to the

sale of Sprint Services with any Customer obtaining a Sprint Service

without Sprint's prior written consent.

4.2. Sales Activity.

4.2.1. Authorization to Sell Sprint Services. Sprint authorizes Sales Agent to

sell Sprint Services in the retail stores described in Exhibit B and any

other mutually agreed-upon Sales Agent retail stores. Sales Agent may not

modify, amend, waive, cancel or otherwise change any Sprint Services

offering. Sprint reserves the right, in its sole discretion, to: (a) add or

delete individual service offerings or Sprint Services from those that the

Sales Agent is authorized to sell; or (b) change the Rate Schedules, Terms

and Conditions of Service or Tariffs for any Sprint Services or individual

service offerings that Sales Agent is authorized to sell. Any changes to

the Sprint Services that Sales Agent may sell are effective as soon as

Sprint gives notice of the change to Sales Agent, except that non- material

changes to Sprint's Rate Schedules, Terms and Conditions of Service or

Tariffs are effective immediately when made. Sprint is not obligated to

make all of its service offerings available for sale by Sales Agent;

rather, Sprint can make as limited a set of service offerings as Sprint may

choose, in its sole discretion, available to Sales Agent.

4.2.2. Marketing and Sale of Sprint Services.

(1) Sales Agent must provide a one-on-one, consultative sales experience

for the Customer to ensure the Customer's understanding of the nature

of the Sprint Service purchased and the terms of the Sprint Service

selected by the Customer.

(2) Sales Agent must complete and deliver to Sprint all orders for Sprint

Services obtained by the Sales Agent. Sprint will conduct its standard

credit check on the proposed Customer.

(a) If the Customer qualifies for the Sprint Service for which the

credit check was run, is otherwise a Customer to whom Sprint is

willing to provide the Sprint Service, and the order is complete,

legible and accurate, Sprint will provide Sprint Service to the

Customer.

(b) If the Customer does not qualify for the Sprint Service for which

the credit check was run, Sales Agent or Sprint will notify the

Customer directly and Sales Agent or Sprint may offer the

Customer an alternative Sprint Service for which the Customer

qualifies. If Sprint provides the Customer an alternative Sprint

Service, Sales Agent will earn Commission for that Sprint Service

when the sale of that Sprint Service becomes A-Status if the

requirements of Section 4.1 and Exhibit A are met.

4.2.3. Order Acceptance and Cancellation. Orders for Sprint Services submitted

by Sales Agent are not binding until accepted by Sprint. Sprint may, in its

sole discretion, reject any order solicited or taken by Sales Agent if the

order fails to pass any of Sprint's screening processes.

4.2.4. Customers. All Customers purchasing Sprint Services through the efforts

of Sales Agent are Customers of Sprint. Sales Agent must comply with all

Sprint procedures regarding activation, care and dealing with Sprint's

Customers. Sales Agent will not impose any activation or other fees,

standards, sales conditions, or contracts not written by Sprint on any

Customer. Sales Agent is not authorized to bill or collect any moneys from

Customers on behalf of Sprint.

4.3. Training. Sprint will provide all training (trainers and training

materials, initial and continuing) for the Retail Sales Force trainers

regarding the features and functionality of Sprint Services. Sales Agent

must provide the place for this training and make the trainers of the

Retail Sales Force available. Sales Agent and Sprint will use commercially

reasonable efforts to coordinate and plan all training sessions. Sales

Agent must have each member of the Retail Sales Force receive a sufficient

amount of training from Sprint in order to provide a professional,

one-on-one consultative sales experience to Customers. If Sprint

establishes a training program designed to provide a Sprint certification

of Sales Agent as a trainer, Sales Agent will obtain the appropriate

certification, as determined by Sprint, within 90 days of Sprint notifying

Sales Agent of the establishment of the certification program.

4.4. Liability for Sprint Services Procured by Fraud or Misrepresentation. Sales

Agent is liable to Sprint for all uncollected amounts billed to any

Customer purchasing a Sprint Service through Sales Agent's efforts for

Sprint Services that are procured by or through fraud or fraudulent means

of Sales Agent or its Retail Sales Force or if Sales Agent or any member of

its Retail Sales Forces fails to follow Sprint procedures, policies and

operating guidelines on the marketing and sale of Sprint Services in any

material respect in accordance with Section 2.3.

4.5. Advertising and Marketing. Sales Agent will actively promote and market the

Sprint Services in accordance with the standards set from time to time by

Sprint. Sprint will develop and design all advertising, marketing and

promotional plans and sales collateral (collectively, "Marketing

Materials") to be used in Sales Agent's retail stores and will pay for such

development and design costs. Sales Agent may not use any Marketing

Materials not provided by Sprint, and may not modify any Sprint-provided

Marketing Materials, without Sprint's prior written consent. Sales Agent

will pay for the inventory of Marketing Materials that are used in its

retail stores.

4.6. Internet Advertising; No Internet Sales. Sales Agent may advertise the

Sprint Services or tell Customers how to reach Sales Agent on Sales Agent's

Internet website. Any Internet advertising must receive Sprint's prior

written approval. Sales Agent may not use unsolicited commercial electronic

or "spam" messages to advertise or sell the Sprint Services. Sales Agent

may not sell Sprint Services via the Internet.

5. Limitation of Liability

NEITHER PARTY IS LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL,

EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, ARISING FROM

THE RELATIONSHIP OF THE PARTIES OR THE CONDUCT OF BUSINESS UNDER, OR BREACH OF

THIS AGREEMENT, EXCEPT WHERE SUCH DAMAGES OR LOSS OF PROFITS ARE CLAIMED BY OR

AWARDED TO A THIRD PARTY IN A CLAIM OR ACTION AGAINST WHICH ONE PARTY TO THIS

AGREEMENT HAS A SPECIFIC OBLIGATION TO INDEMNIFY THE OTHER.

6. Termination of Agreement

6.1. Events of Termination

6.1.1. Either party may terminate this Agreement for its convenience upon 30

days written notice to the other party.

6.1.2. Sp