AMENDMENT NO. 3
TO
SPRINT/SHENANDOAH FORBEARANCE AGREEMENT
THIS
AMENDMENT NO. 3 (this “Amendment”), dated as of April
14, 2006, to the SPRINT/SHENANDOAH FOREBEARANCE AGREEMENT (the
“Forbearance Agreement”), dated as of August 9, 2005,
as amended, by and among SPRINT CORPORATION, SPRINT SPECTRUM L.P.,
WIRELESSCO L.P., SPRINT COMMUNICATIONS COMPANY L.P., SPRINT
TELEPHONY PCS, L.P., APC PCS, LLC, PHILLIECO, L.P. AND SPRINT PCS
LICENSE, L.L.C. (collectively, “Sprint”); and
SHENANDOAH PERSONAL COMMUNICATIONS COMPANY (the
“Affiliate”). Capitalized terms used but not defined in
this Amendment have the meanings assigned to them in the
Forbearance Agreement.
RECITALS
A. The
parties have previously executed the Forbearance
Agreement.
B. The
parties desire to amend the Forbearance Agreement as set forth in
this Amendment.
NOW
THEREFORE, in consideration of the mutual promises contained in
this Amendment, the parties agree as follows.
1.
Amendment . Section 4.1 of the Forbearance Agreement is
superseded and replaced in its entirety with the
following:
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Section
4.1 Term . Unless earlier terminated pursuant to Section
2.10(a), 2.10(d) or Section 4.2, this Agreement will terminate on
the earlier of (a) July 14, 2006 and (b) the date any decision
after trial is rendered by the Court of Chancery of the State of
Delaware in connection with the merits of the consolidated action
involving Ubiquitel Inc. and Ubiquitel Operating Company v. Sprint
Corporation, Sprint Spectrum L.P., WirelessCo L.P., Sprint
Communications Company L.P., Sprint Telephony PCS, L.P., Sprint PCS
License, L.L.C. and Nextel Communications, Inc. (Civil Action No.
1489-N) and Horizon Personal Communications, Inc. and Bright
Personal Communications Services, LLC v. Sprint Corporation,
WirelessCo L.P., Sprint Spectrum L.P., Spri
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