ADDENDUM IV TO SPRINT PCS MANAGEMENT AGREEMENT AND SPRINT PCS SERVICES AGREEMENT AMENDING THESE AGREEMENTS FURTHER AND RESTATING CERTAIN SECTIONS AND PARAGRAPHS IN ADDENDA I THROUGH III

 

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                                                                  EXHIBIT 10.7.1

 

                                   ADDENDUM IV

                                       TO

                       SPRINT PCS MANAGEMENT AGREEMENT AND

                           SPRINT PCS SERVICES AGREEMENT

 

  AMENDING THESE AGREEMENTS FURTHER AND RESTATING CERTAIN SECTIONS AND PARAGRAPHS

                                       IN

                              ADDENDA I THROUGH III

 

                           Dated as of March 16, 2005

 

MANAGER: BRIGHT PERSONAL COMMUNICATIONS SERVICES LLC

 

SERVICE AREA BTAs:    Battle Creek, MI #33

                     Benton Harbor, MI #39

                     Dayton-Springfield, OH #106

                     Elkhart, IN #126

                      Findlay-Tiffin, OH #143

                     Fort Wayne, IN #155

                     Kalamazoo, MI #223

                     Kokomo-Logansport, IN #233

                     Lima, OH #255

                     Marion, IN #280

                     Michigan City-La Porte, IN #294

                     South Bend-Mishawaka, IN #424

                     Toledo, OH #444

 

            This Addendum IV (this "ADDENDUM") contains amendments to the Sprint

PCS Management Agreement, the Sprint PCS Services Agreement, the Sprint

Trademark and Service Mark License Agreement and the Sprint Spectrum Trademark

and Service Mark License Agreement, each of which was entered into on October

13, 1999 by the same parties to this Addendum. The Management Agreement,

Services Agreement and Trademark License Agreements were amended by:

 

      (1)    Addendum I dated as of October 13, 1999,

 

      (2)    Addendum II dated as of April 28, 2000, and

 

      (3)    Addendum III dated as of September 26, 2000.

 

            The purposes of this Addendum are to (1) amend the Management

Agreement, the Services Agreement, the Trademark License Agreements and the

Schedule of Definitions and restate those sections and paragraphs in the addenda

executed previously that amend the Management Agreement, the Services Agreement,

the Trademark License Agreements and the Schedule of Definitions (see section A

below), and (2) provide cross-references to those sections and paragraphs in

addenda executed previously that are not restated in this Addendum (see section

B below).

 

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            The terms and provisions of this Addendum control over any

conflicting terms and provisions contained in the Management Agreement, the

Services Agreement, the Trademark License Agreements and the Schedule of

Definitions. The Management Agreement, the Services Agreement, the Trademark

Licenses Agreements, the Schedule of Definitions and all prior addenda continue

in full force and effect, except for express modifications made in this

Addendum. This Addendum does not change the effective date of any prior

amendment made to the Management Agreement, the Services Agreement, the

Trademark License Agreements or the Schedule of Definitions through previously

executed addenda.

 

             Capitalized terms used and not otherwise defined in this Addendum

have the meaning ascribed to them in the Schedule of Definitions or in prior

addenda. Section and Exhibit references are to sections and Exhibits of the

Management Agreement unless otherwise noted.

 

            The parties are executing this Addendum as of the date noted above,

but the terms of this Addendum are effective as of January 1, 2005 (the

"EFFECTIVE DATE").

 

            On the Effective Date the Management Agreement, the Services

Agreement, the Trademark License Agreements and the Schedule of Definitions are

amended and restated as follows:

 

A. NEW AMENDMENTS AND RESTATEMENT OF PREVIOUS AMENDMENTS TO SPRINT PCS

AGREEMENTS.

 

                              MANAGEMENT AGREEMENT

 

       1.     PROGRAM REQUIREMENTS [ADDM I, SECTION 1]. Section 1.2 is amended to

read as follows:

 

            1.2 PROGRAM REQUIREMENTS. Subject to section 9.2 of this Agreement,

      manager must adhere to the Program Requirements established by Sprint PCS

       and as modified from time to time, to ensure uniform and consistent

      operation of all wireless systems within the Sprint PCS Network and to

      present the Sprint PCS Products and Services to customers in a uniform and

      consistent manner under the Brands.

 

      2.     VENDOR PURCHASE AGREEMENTS - SOFTWARE FEES [NEW]. Section 1.3 is

amended to read as follows:

 

            Insert: "1.3.1 DISCOUNTED VOLUME-BASED PRICING." before the first

      paragraph.

 

            Insert: "1.3.2 SUBSCRIBER AND INFRASTRUCTURE EQUIPMENT." before the

      second paragraph.

 

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      Insert: "1.3.3 EXCLUSIVE USE." before the third paragraph.

 

      Add a new section 1.3.4 as follows:

 

      1.3.4 SOFTWARE FEES.

 

       (a) Manager acknowledges that Sprint PCS administers the testing and

implementation of the Software (i.e., pushing of the Software) into the Service

Area Network.

 

      (b) Sprint PCS, when obtaining software for its own use that is identical

to the Software, will use commercially reasonable efforts to obtain a license

from vendors (each, a "VENDOR" and collectively, "VENDORS") providing for the

right of Manager to use the Software in connection with telecommunications

equipment manufactured by a Vendor (collectively the software obtained by Sprint

PCS for its own use and the Software that operates on telecommunications

equipment manufactured by a Vendor are for purposes of this section 1.3.4, the

"VENDOR SOFTWARE"; when the term "Vendor Software" is used with respect to

Manager, it means only the Software, and not the software used only by Sprint

PCS).

 

      (c) Manager will arrange independently with a Vendor to obtain a license

if Sprint PCS cannot reasonably obtain a license for Manager. Any license that

Manager obtains from the Vendor must require the Vendor Software to be tested in

Sprint PCS test beds by Sprint PCS and require Sprint PCS, not a Vendor or

Manager, to push the Vendor Software to the Service Area Network unless Sprint

PCS otherwise consents in advance in writing, in each case, at no cost to

Manager. Sprint PCS agrees to test the Vendor Software in Sprint PCS test beds

within a reasonable period after Manager reasonably requests the tests in

writing.

 

      (d) Sprint PCS will:

 

                   (i) notify Manager in writing at least 60 days before the date

            of an automatic renewal of, or Sprint PCS' unilateral act to renew

            or extend, an agreement that provides Sprint PCS the right to use

            the Vendor Software, and

 

                  (ii) use reasonable efforts to notify Manager in writing

            before the date Sprint PCS intends to start negotiations with a

            Vendor regarding extension, renewal, pricing or other material terms

             relating to Sprint PCS' and Manager's right to use the Vendor

            Software (whether for new Software or renewal of an existing

            license), and at least 60 days before the date Sprint PCS executes

            an agreement, extension or renewal.

 

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      The notice by Sprint PCS will include the material terms and conditions of

any such agreement or negotiations to the extent known at the time of the

notice, including the network elements to be covered by the right to use the

Vendor Software. Manager must notify Sprint PCS in writing within 30 days after

receiving the notice described in the first sentence of this section 1.3.4(d) if

Manager wants Sprint PCS to attempt to obtain or continue the right for Manager

to use the Vendor Software. Sprint PCS will renew or negotiate the agreement as

if Manager will not be a user of the Vendor Software if Manager does not provide

notice to Sprint PCS within the 30-day period. However, Sprint PCS may obtain

pricing from a Vendor for the Vendor Software that includes Manager as a user if

obtaining the pricing does not obligate Manager to be a user.

 

      Sprint PCS will advise Manager from time to time of the status of the

Software negotiations if Manager requested Sprint PCS to obtain or continue the

right for Manager to use the Vendor Software under Sprint PCS' agreement with a

Vendor. Sprint PCS will use reasonable efforts to give Manager notice of the

final pricing for the right to use the Vendor Software no less than 20 days

before the expected execution or renewal of the agreement; provided that, in any

event, Sprint PCS will give Manager notice of the final pricing no less than 5

Business Days before the expected execution or renewal of the agreement. If

necessary, Manager agrees to use commercially reasonable efforts to enter into a

nondisclosure agreement with a Vendor to facilitate providing such final pricing

to Manager.

 

      Manager may give Sprint PCS notice by the time set forth in Sprint PCS'

notice to Manager (which time will not be less than 10 Business Days) that

Manager does not intend to use the Vendor Software through the agreement between

Sprint PCS and a Vendor. If Manager does not give this final notice to Sprint

PCS, Manager is deemed to agree to be a user of the Vendor Software through the

agreement between Sprint PCS and a Vendor and will pay the Allocable Software

Fee (as defined below). Within 15 Business Days prior to execution of an

agreement between Sprint PCS and a Vendor, Sprint PCS will provide to Manager a

forecast of Manager's estimated Allocable Software Fee, the estimated payment

due dates relating to the Allocable Software Fee, and the proportion of

Manager's Allocable Software Fee forecast to be due on each payment due date,

all based on the then-current status of negotiations between Sprint PCS and the

Vendor.

 

      Sprint PCS does not have to obtain a license for Vendor Software for

Manager, even if Manager requests Sprint PCS to obtain such license, if at any

time before execution of the agreements granting the license Sprint PCS

reasonably believes that Manager is more likely than not to unreasonably refuse

to pay the Allocable Software Fee or Sprint PCS reasonably believes that the

Manager is in such financial condition that Manager is more likely than not to

be unable to pay the Allocable Software Fee.

 

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      If Manager accepts the Vendor Software, Sprint will (i) give Manager

Manager's proportional share of any cash benefits relating specifically to the

Vendor Software that Sprint PCS obtains from a Vendor, and (ii) to the extent

the other benefits are available practically to be divided, Sprint PCS will use

commercially reasonable efforts to provide Manager with its proportional share

of the other benefits, including training, relating specifically to the Vendor

Software.

 

      (e) Sprint PCS will pay all Software Fees relating to the Vendor Software

to a Vendor if Sprint PCS obtains a license from a Vendor that provides Manager

the right to use the Vendor Software and Manager agrees to pay any applicable

Allocable Software Fee in accordance with this section 1.3.4(e). Manager will be

deemed to agree to pay any applicable Allocable Software Fee if both:

 

                   (i) Manager has not taken the action described in paragraph

            (d) above to decline obtaining the right to use the Vendor Software

            through the agreement between Sprint PCS and a Vendor, and

 

                  (ii) Sprint PCS obtains a license providing for the right of

            Manager to use the Vendor Software.

 

      Otherwise, Manager will not be charged the Allocable Software Fee.

 

      Manager will pay Sprint PCS the Allocable Software Fee within 30 days

after receipt of an invoice in the event that clauses (i) and (ii) of section

1.3.4(e) above are satisfied. Sprint PCS will invoice Manager only after Sprint

PCS pays the underlying Software Fee to a Vendor. The Allocable Software Fee

will not include any amount for Software that is the same as or functionally

equivalent to any Software (y) that is a component of any service for which a

fee is charged under the Services Agreement or (z) for which Sprint PCS

otherwise charges Manager under this agreement.

 

      Sprint PCS will calculate the "ALLOCABLE SOFTWARE FEE" as follows:

 

            For each Vendor, multiply:

 

                  (i) the Total Software Cost of the Software Fees attributable

            to the Vendor Software for which Sprint PCS has obtained for itself,

            Manager and Other Managers a license or other right to use, by

 

                  (ii) the quotient of:

 

                        (A) the number of Customers and Reseller Customers with

                  an NPA-NXX assigned to the Service Area that are assigned to a

                  system using the Vendor Software, as reported in the most

                  recent

 

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                        monthly report that Sprint PCS issues before the date

                         that Sprint PCS prepares an Allocable Software Fee

                        invoice, divided by:

 

                              (B) the number of Customers and Reseller Customers

                        that are assigned to all systems using the Vendor

                        Software, as reported in the most recent monthly report

                        that Sprint PCS issues before the date that Sprint PCS

                        prepares an Allocable Software Fee invoice.

 

             (f) Sprint PCS will include with the invoice for the Allocable

      Software Fee a list of the component charges, if available from a Vendor.

      The Software Fees that Sprint PCS pays to a Vendor will reflect rates no

      greater than commercial rates negotiated at arms' length. For purposes of

      clarification, the parties acknowledge a Vendor may insist on a

      comprehensive fee without listing each component, but rather asserting

      that the fee covers all software necessary to operate the equipment. But

      Sprint PCS will provide to Manager a description of all the features and

      functionality in reasonable detail for all Software for which Manager is

      to pay an Allocable Software Fee.

 

            (g) Manager will not be charged the Allocable Software Fee for the

      Vendor Software after Manager:

 

                        (i) notifies Sprint PCS in writing within the periods

                  allowed in section 1.3.4(d) that Manager declines to have

                  Sprint PCS obtain a right for Manager to use the Vendor

                  Software or that it does not intend to use the Vendor

                  Software,

 

                        (ii) obtains its own license providing for Manager's

                  right to use the Vendor Software, and

 

                        (iii) complies with the requirements of section

                  1.3.4(h).

 

            (h) Manager will obtain its own license providing for Manager's

      right to use the Vendor Software from a Vendor if Manager elects not to

      have Sprint PCS attempt to obtain a right for Manager to use the Vendor

      Software under section 1.3.4(d). Manager will notify Sprint PCS in writing

      and deliver to Sprint PCS within 10 Business Days after Manager's

      execution of Manager's separate license, a signed document from the vendor

      confirming that:

 

                        (i) a Vendor has provided Manager a separate license for

                  the necessary software and the term of that license, which

                  term with appropriate renewal rights, must be at least as long

                  as the license Sprint PCS has from a Vendor,

 

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                  (ii) the fees paid by Manager to a Vendor reflect commercial

            rates negotiated at arms' length,

 

                  (iii) the Vendor Software covered by Manager's license

            provides the usage and functionality necessary for Manager to

            operate the Service Area Network in compliance with the Sprint PCS

            Technical Program Requirements, and

 

                  (iv) the Vendor Software may be tested in Sprint PCS test beds

            by Sprint PCS and will be pushed to the Service Area Network by

             Sprint PCS, not a Vendor or Manager, unless Sprint PCS otherwise

            consents in advance in writing, in each case, at no cost to Manager.

            Sprint PCS agrees to test the Vendor Software in Sprint PCS test

            beds within a reasonable period after Manager reasonably requests in

            writing.

 

        (i) Notwithstanding any provision in this section 1.3.4 to the

      contrary, Sprint PCS shall not charge or allocate to Manager, directly or

      indirectly, any Allocable Software Fee or any other fee with respect to

      the software which Manager has obtained, or will obtain, from Nortel

      Networks, Inc., pursuant to the Purchase and License Agreement, between

      Manager and Nortel, dated January 11, 2005, with respect to 2005 and 2006.

 

      3. INTERCONNECTION [NEW]. Section 1.4 is amended and restated in its

entirety to read as follows:

 

         If Manager desires to interconnect a portion of the Service Area

      Network with another carrier and Sprint PCS can interconnect with that

      carrier at a lower rate, then to the extent that applicable laws, tariffs

      and agreements permit, Sprint PCS will use commercially reasonable efforts

      to arrange for the interconnection under its agreements with the carrier

      within a commercially reasonable period. Sprint PCS will bill the

      interconnection fees to Manager at actual cost.

 

      4. FORECASTING [NEW]. Section 1.6 is amended and restated in its entirety

to read as follows:

 

        1.6 FORECASTING. Manager and Sprint PCS will work cooperatively to

      generate mutually acceptable forecasts of important business metrics that

      they agree upon. The forecasts are for planning purposes only and do not

      constitute either party's obligation to meet the quantities forecast.

 

      5. FINANCING [ADDM I, SECTION 2, ADDM II, SECTION 4 AND ADDM III SECTION

4]. Section 1.7 is amended and restated in its entirety to read as follows:

 

        1.7 FINANCING. The construction and operation of the Service Area

      Network requires a substantial financial commitment by Manager. The manner

      in

 

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      which Manager will finance the build-out of the Service Area Network and

      provide the necessary working capital to operate the business is described

      in detail on Exhibit 1.7. Manager will allow Sprint PCS an opportunity to

      review before filing any registration statement or prospectus or any

      amendment or supplement thereto and before distributing any offering

      memorandum or amendment or supplement thereto, and will not file or

      distribute any such document if Sprint PCS reasonably objects in writing

      on a timely basis to any portion of the document that refers to Sprint

      PCS, its Related Parties, their respective businesses, this agreement or

      the Services Agreement.

 

            Sprint PCS agrees to propose modifications to the Management

      Agreement, and perhaps to the Schedule of Definitions, the Services

      Agreement, the Sprint Trademark and Service Mark License Agreement, and

      the Sprint Spectrum Trademark and Service Mark License Agreement, that

      will enhance Manager's ability to obtain financing for the Service Area

      Network. Sprint PCS will not be required to offer Manager subsequent

      modifications offered or agreed to with Other Managers subsequent to the

      initial set of modifications.

 

            Manager agrees to give Sprint PCS a copy of all financial

      information it gives the Administrative Agent or any Lender.

 

      6. FINANCING PLAN [NEW]. Exhibit 1.7 attached to this Addendum replaces

Exhibit 1.7 attached to Addendum II.

 

      7. INFORMATION [NEW]. A new section 1.9 is added to the Management

Agreement:

 

            1.9 ACCESS TO INFORMATION.

 

                  1.9.1 NETWORK OPERATIONS. Manager and Sprint PCS will have

      access to, and may monitor, record or otherwise receive, information

      processed through equipment, including switches, packet data switching

      nodes and cell site equipment, that relates to the provision of Sprint PCS

      Products and Services or to the provision of telecommunications services

      to Reseller Customers in the Service Area Network, if the access,

      monitoring, recording or receipt of the information is accomplished in a

      manner that:

 

                        (i) Does not unreasonably impede Manager or Sprint PCS

                  from accessing, monitoring, recording or receiving the

                   information,

 

                        (ii) Does not unreasonably encumber Manager's or Sprint

                  PCS' operations (including, without limitation, Sprint PCS'

                  real-time monitoring of the Sprint PCS Network status,

                   including the Service Area Network),

 

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                        (iii) Does not unreasonably threaten the security of the

                  Sprint PCS Network,

 

                        (iv) Does not violate any law regarding the information,

 

                        (v) Complies with technical requirements applicable to

                  the Service Area Network,

 

                        (vi) Does not adversely affect any warranty benefiting

                   Manager or Sprint PCS (e.g., software warranties), and

 

                        (vii) Does not result in a material breach of any

                  agreement regarding the information (e.g., national security

                  agreements).

 

                   Sprint PCS and Manager will immediately notify the other party

      and reasonably cooperate to establish new procedures for allowing both

      Manager and Sprint PCS to access, monitor, record and receive the

      information in a manner that meets the criteria in clauses (i) through

      (vii) above if either Manager or Sprint PCS reasonably determines that the

      other party is accessing, monitoring, recording or receiving the

      information described in this section 1.9.1 in a manner that does not meet

      the criteria in clauses (i) through (vii) above.

 

                  Manager owns the information regarding the performance of its

      equipment. Each of Manager and Sprint PCS may use the information obtained

      under this section 1.9.1 for any reasonable internal business purpose,

      during the term of and after termination of this agreement, the Services

      Agreement and the Trademark License Agreements, so long as the use would

      be in accordance with those agreements if those agreements were still in

      effect.

 

                  1.9.2 CUSTOMER INFORMATION. Manager is entitled to receive

      information Sprint PCS accesses, monitors, compiles, records or receives

      concerning the Service Area Network or the Customers with NPA-NXXs

      assigned to Manager's Service Area, subject to the terms of this section

      1.9.2 and section 1.9.3 and Manager's compliance with CPNI requirements

      and any other legal requirements applicable to the information.

 

                   Sprint PCS will provide the information in the format that

      Manager requests at no additional charge to Manager if Sprint PCS

      accesses, monitors, compiles, records, receives or reports for its own use

      the information that Manager requests in the same or substantially the

      same format as Manager requests. Sprint PCS will use commercially

      reasonable efforts to provide the information within 5 Business Days.

 

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                   If Sprint PCS accesses, monitors, compiles, records, receives

      or reports for its own use the information that Manager requests, but not

      in the same or substantially the same format that Manager requests, then

      Sprint PCS may provide the information in the format that Manager requests

      or substantially the same format as Manager requests if Manager agrees to

      pay or reimburse Sprint PCS for the costs Sprint PCS reasonably incurs.

      Sprint PCS will use commercially reasonable efforts to provide the

      requested information within 15 Business Days.

 

                  If Sprint PCS accesses, monitors, compiles, records or

      receives the information requested by Manager, but not in the same or

      substantially the same format that Manager requests, then Sprint PCS will

      provide the requested information as raw data, if:

 

                  (i) Sprint PCS chooses not to provide the information as

            described in the preceding paragraph, and

 

                   (ii) Manager agrees to pay or reimburse Sprint PCS for the

            costs Sprint PCS reasonably incurs.

 

      Sprint PCS will use commercially reasonable efforts to provide the raw

      data within 15 Business Days.

 

                  Sprint PCS owns the information regarding the Customers. Each

      of Manager and Sprint PCS may use the information obtained under this

      section 1.9.2 during the term of and after termination of this agreement,

      the Services Agreement and the Trademark License Agreements so long as the

      use would be in accordance with those agreements if those agreements were

      still in effect.

 

            1.9.3 LIMITATIONS AND OBLIGATIONS. Sprint PCS does not have to

      provide any information that Manager reasonably requests under this

      agreement or the Services Agreement that:

 

                        (i) Manager can obtain itself in accordance with section

                  1.9.1 on a commercially reasonable basis (if Sprint PCS has

                   provided Manager with any necessary specifications requested

                  by Manager as to how to obtain the information), unless Sprint

                  PCS already has the information in its possession and has not

                  previously delivered it to Manager,

 

                        (ii) Sprint PCS no longer maintains, consistent with

                  Sprint PCS' document retention policy,

 

                        (iii) Manager has already received from Sprint PCS or

                  its Related Parties,

 

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                        (iv) Sprint PCS does not access, monitor, compile,

                  record, receive or report, or

 

                        (v) Sprint PCS must make system modifications to provide

                  the raw data, including without limitation modifying or adding

                  data fields or modifying code.

 

            Sprint PCS will provide Manager a copy of the then-current Sprint

      PCS document retention policy from time to time.

 

            1.9.4 CONTRACTS. Sprint PCS will disclose to Manager the relevant

      terms and conditions of any agreement and amendment between Sprint PCS and

      any third party, including National Third Party Retail Agreements and

      handset vendor agreements, and any agreement and amendment between Sprint

      PCS and its Related Parties:

 

                        (i) with which Manager must comply, directly or

                  indirectly, under the Management Agreement, the Services

                  Agreement or any Program Requirement,

 

                        (ii) from which Manager is entitled to any benefit, or

 

                        (iii) that relate to or generate any pass-through

                  amounts that Sprint PCS charges Manager under this agreement

                  or Settled-Separately Manager Expenses under the Services

                  Agreement.

 

      In each case Sprint PCS' disclosure will be in sufficient detail to enable

      Manager to determine the obligations or benefits with which Manager must

      comply or benefit or the charges or expenses to be paid by Manager. Sprint

      PCS may provide to Manager copies of the agreements or the relevant terms

      and conditions of such agreements in electronic format upon notice to

      Manager, including by posting the copies or relevant terms and conditions

      to a secure website to which Manager has access. Once each calendar year

      and from time to time when a change is effected to any relevant term or

      condition, Manager may request copies of the agreements that are not

      posted to the secure website or whose relevant terms and conditions are

      not posted to the secure website.

 

            Sprint PCS will provide a copy of the agreement to Manager to the

      extent permissible by the terms of the agreement within 30 days after

      execution of the agreement. Sprint PCS will allow Manager or its

      representatives to review a copy of the agreement to the extent

       permissible by the agreement if the agreement prohibits Sprint PCS from

      providing Manager a copy. Sprint PCS will satisfy the requirements of this

      section 1.9.4 if it chooses to provide a copy of the agreement in

      electronic form on a server that Sprint PCS designates. Sprint PCS will

      use commercially

 

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      reasonable efforts to obtain the right from the third party, if required,

      to provide a complete copy to Manager of any agreement between Sprint PCS

      and any third party of the type described in this section 1.9.4.

 

      8. MOST FAVORED NATION [NEW]. A new section 1.10 is added to the

Management Agreement:

 

            1.10 SUBSEQUENT AMENDMENTS TO OTHER MANAGERS' MANAGEMENT AGREEMENTS

      AND SERVICES AGREEMENTS. Manager has the right to amend the terms in its

      Management Agreement and Services Agreement as described in this section

      1.10 if during the period beginning on the date of Addendum IV and ending

      December 31, 2006, any of the terms of a 3M-pops Manager's Management

      Agreement or Services Agreement are amended in any manner for any reason

      to be more favorable to the 3M-pops Manager than the terms of Manager's

      Management Agreement or Services Agreement are to Manager, subject to the

      following:

 

                  (a) Manager must elect to accept all, but not less than all,

            of the terms of the 3M-pops Manager's Management Agreement and

            Services Agreement agreed to since the Effective Date (collectively,

            but excluding the changes described in paragraphs (b) and (c) below,

            the "OVERALL CHANGES"),

 

                  (b) Manager will not be required to accept any changes

             involving payment of specific disputed amounts arising under the

            Management Agreement or Services Agreement of the 3M-pops Manager,

            and

 

                  (c) No amendments in Manager's Management Agreement and

            Services Agreement will be made to reflect changes made in a 3M-pops

            Manager's Management Agreement and Services Agreement if such

            changes:

 

                        (i) are made solely because the 3M-pops Manager owns

                  spectrum on which all or a portion of its network operates,

                  unless the 3M-pops Manager acquired this spectrum from Sprint

                  PCS or its Related Parties after the Effective Date, or

 

                        (ii) are compelled by a law, rule or regulation that

                  applies to the 3M-pops Manager, but not to Manager,

 

                        (iii) relate to unique terms or conditions, or

 

                        (iv) are made solely to modify the build-out plan.

 

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            Sprint PCS will prepare and deliver to Manager either an addendum

      containing the Overall Changes that have been made to the 3M-pops

      Manager's agreements in all of its addenda or copies of the 3M-pops

      Manager's amended and restated Management Agreement, Services Agreement

      and Trademark License Agreements (in each case redacted to protect the

      identity of the 3M-pops Manager) within 10 Business Days after the later

      of the effective date expressly stated in the addendum or other instrument

      containing these changes and the date of the addendum or other instrument.

      Manager then has 30 days to notify Sprint PCS that Manager wants the

      Overall Changes. If Sprint PCS provides Manager with redacted copies of

      the documents as permitted in the first sentence of this paragraph, then

      upon Manager's request made within 10 days after Sprint PCS delivers the

      documents, Sprint PCS will prepare and deliver an addendum containing the

      Overall Changes within 10 days after Manager's request, and Manager then

      has 10 days to notify Sprint PCS that Manager wants the Overall Changes.

      For purposes of clarification, if the amendment or other instrument

      between Sprint PCS and the 3M-pops Manager provides or defines a specific

      date that is the effective date of that amendment or other instrument then

      the 10 Business Day period will begin on that specific date.

 

            If Manager does not notify Sprint PCS in this 30-day time period in

      writing that it wants the Overall Changes, no changes will be made in the

      agreements between Manager and Sprint PCS and Manager will be deemed to

      have waived its rights under this section 1.10 with respect to the Overall

      Changes.

 

            If Manager notifies Sprint PCS within the 30-day period in writing

      that it wants the Overall Changes, Sprint PCS will prepare, execute and

      deliver to Manager an addendum reflecting the Overall Changes. The new

      addendum will have the same effective date as the addendum or the restated

      Management Agreement, Services Agreement and Trademark License Agreements

      between Sprint PCS and the 3M-pops Manager that gave rise to the new

      addendum. For purposes of clarification, if the addendum or other

      instrument between Sprint PCS and the 3M-pops Manager provides or defines

      a specific date that is the effective date of that addendum or other

      instrument then the effective date of the new addendum will be the same as

      that specific date. Manager will have 15 days to review the new addendum

      and notify Sprint PCS if Manager determines any inaccuracies are reflected

      in the new addendum. Sprint will correct those inaccuracies and provide a

      corrected new addendum to Manager within 10 Business Days after Manager's

      notification.

 

            No changes will be made in the agreements between Manager and Sprint

      PCS if Manager does not execute and return the signed addendum within 30

      days after receipt of the signed addendum (or the corrected

 

                                       13

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      signed addendum, if applicable, pursuant to the previous paragraph), in

       which case Manager will be deemed to have waived its rights under this

      section 1.10 with respect to the Overall Changes contained in the addendum

      presented.

 

            If Manager and Sprint PCS disagree as to whether the terms of the

       signed addendum accurately reflect the Overall Changes, then the parties

      will submit to binding arbitration in accordance with section 14.2,

      excluding the escalation process set forth in section 14.1. If the arbiter

      rules in favor of Manager, then Sprint PCS will make changes to the signed

      addendum that are necessary to reflect the arbiter's ruling and submit the

      revised signed addendum to Manager within 10 days after receipt of the

      arbiter's ruling. If the arbiter rules in favor of Sprint PCS, then

      Manager will have 10 Business Days to either: (i) execute the signed

      addendum as proffered to Manager or (ii) decline to accept the addendum

      and pay all of Sprint PCS' expenses and reasonable attorneys' fees related

      to the arbitration.

 

            The parties acknowledge that Sprint PCS can disclose to Manager who

      the 3M-pops Manager is that gave rise to the proposed addendum only if the

      3M-pops Manager agrees to the disclosure.

 

             Sprint PCS represents and warrants that the draft of Addendum IV

      presented to Horizon Personal Communications, Inc. on March 1, 2005 was

      the then-current version of a pricing simplification addendum entered into

      by Sprint PCS with any other 3M-pops Manager and that there have been no

      subsequent agreements between Sprint PCS and 3M-pops Managers relative to

      their price simplification addenda. In some instances, Sprint PCS has

      given Manager the option to choose between different approaches taken by

      3M-pops Managers in their price simplification addenda.

 

      9. REVISED BUILD-OUT PLAN [ADDM II, SECTION 8; REVISED BY THIS ADDENDUM].

Exhibit 2.1 attached to Addendum II supersedes and replaces Exhibit 2.1 to the

Management Agreement. Sprint PCS hereby acknowledges and agrees that Manager has

satisfied all of its required network build-out requirements under Exhibit 2.1

of the Management Agreement, as modified by Addendum II.

 

      10. DISTRIBUTION OF FIXED WIRELESS LOCAL LOOP [ADDM I, SECTION 3; REVISED

BY THIS ADDENDUM]. Section 2.4 is supplemented with the following language:

 

            In any geographic area within the Service Area in which a member of

      Manager operated as an incumbent local exchange carrier as of October 13,

      1999, Manager may designate such member as the exclusive distributor of

      the fixed wireless local loop product in the territory served by such

      local exchange carrier.

 

                                       14

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       11. COVERAGE ENHANCEMENT [NEW]. Section 2.5 is amended and restated in its

entirety to read as follows:

 

            2.5 MANAGER'S RIGHT OF FIRST REFUSAL FOR NEW COVERAGE BUILD-OUT. If

      Sprint PCS desires New Coverage to be built out, then Sprint PCS will

      grant to Manager the right of first refusal to build-out that New

      Coverage. Sprint PCS will give to Manager a written notice of a New

      Coverage within the Service Area that Sprint PCS decides should be

      built-out. Manager must communicate to Sprint PCS within 90 days after

      receipt of the notice whether it will build-out the New Coverage,

      otherwise Manager's right of first refusal terminates with regard to the

      New Coverage described in the notice.

 

            Manager may build out additional coverage in the Service Area that

      is not required under the Build-out Plan by giving Sprint PCS notice of

      such election, except that Manager may not build out coverage for which

      its right of first refusal has terminated pursuant to this section 2.5.

 

            If Manager decides to build-out the New Coverage or exercises its

      right of first refusal, then Manager and Sprint PCS will diligently

      negotiate and execute an amendment to the Build-out Plan and proceed as

      set forth in sections 2.1 and 2.2. The amended Build-out Plan will contain

      critical milestones that provide Manager a commercially reasonable period

      in which to implement coverage in the New Coverage. In determining what

      constitutes a "commercially reasonable period" as used in this paragraph,

      the parties will consider several factors, including local zoning

      processes and other legal requirements, weather conditions, equipment

      delivery schedules, the need to arrange additional financing, and other

      construction already in progress by Manager. Manager will construct and

      operate the network in the New Coverage in accordance with the terms of

      this agreement.

 

            If Manager declines to exercise its right of first refusal or

      Manager fails to build out the New Coverage in accordance with the amended

      Build-out Plan, then Sprint PCS may construct the New Coverage itself or

      allow a Sprint PCS Related Party, an Other Manager or another third party

      to construct the New Coverage on terms and conditions that are no more

      favorable than those that were offered to and rejected by Manager. If (x)

      neither Sprint PCS, a Sprint PCS Related Party, any Other Manager or any

      other third party (with respect to such Other Manager or third party, on

      terms and conditions that are no more favorable than those that were

      offered to and rejected by Manager) commits to build-out the New Coverage

      within 150 days after the original communication to Manager with respect

      thereto, or (y) more favorable terms and conditions than those that were

      offered to and rejected by Manager are offered to any Other Manager or

      other third party to build-out the New Coverage, then any build-out of the

      New Coverage will again be subject to Manager's right of

 

                                       15

<PAGE>

 

      first refusal (and, if applicable, on such more favorable terms and

      conditions).

 

            Sprint PCS has the right, in a New Coverage that it constructs or

      that is constructed by a Sprint PCS Related Party, an Other Manager or

      another third party, to manage the network, allow a Sprint PCS Related

      Party to manage the network, or hire an Other Manager or other third party

      to operate the network in the New Coverage. Any New Coverage that Sprint

      PCS, a Sprint PCS Related Party, an Other Manager or another third party

      builds out is deemed removed from the Service Area and the Service Area

      Exhibit is deemed amended to reflect the change in the Service Area.

 

            If Manager does not exercise its right of first refusal with respect

      to a New Coverage, Manager's right of first refusal does not terminate

      with respect to the remainder of the Service Area.

 

            At Manager's request, Sprint PCS and Manager will discuss Manager's

      interest in expanding its Service Area and its build-out plans with

      respect to the expanded area.

 

      12.    SPRINT PCS PRODUCTS AND SERVICES [NEW].

 

      (a) The following paragraph is added at the end of section 3.1 of the

Management Agreement:

 

            To facilitate Manager's performance of its obligations under this

            agreement, Sprint PCS will use commercially reasonable efforts to

            provide adequate quantities of any equipment necessary for Manager

            to offer for sale, promote and support the Sprint PCS Products and

            Services.

 

      (b) Section 3.2 (Other Products and Services) is amended and restated in

its entirety as follows:

 

                  3.2 OTHER PRODUCTS AND SERVICES. (a) Manager may offer

      wireless products and services that are not Sprint PCS Products and

      Services on terms Manager determines if such additional products and

      services:

 

                  (i) do not violate the obligations of Manager under this

                  agreement;

 

                  (ii) do not cause distribution channel conflict with or

                   consumer confusion regarding Sprint PCS' regional and national

                  offerings of Sprint PCS Products and Services;

 

                  (iii) comply with the Trademark License Agreements; and

 

                                        16

<PAGE>

 

                  (iv) do not materially impede the development of the Sprint

                  PCS Network.

 

                  Manager will not offer any products or services under this

      section 3.2 that: (i) are confusingly similar to Sprint PCS Products and

      Services or (ii) Sprint PCS plans to introduce as Sprint PCS Products and

      Services within 6 months following the date of Manager's notice described

      in section 3.2(b) below and that are confusingly similar to Sprint PCS

      Products and Services.

 

                  (b) Manager must provide Sprint PCS notice that it intends to

      offer a product or service and request that Sprint PCS determine whether

      Sprint PCS considers the new product or service to be confusingly similar

      to any Sprint PCS Products and Services and whether Sprint PCS plans to

      introduce the same or a confusingly similar product or service within 6

      months after the date of Manager's notice.

 

                  (c) If Sprint PCS fails to respond to Manager within 30 days

      after receiving Manager's notice, then the new product or service is

      deemed to create confusion with the Sprint PCS Products and Services or

      Sprint PCS intends to introduce the same or a confusingly similar product

      or service within 6 months after the date of Manager's notice; and

      therefore, Manager's request is denied. If Sprint PCS rejects Manager's

      request, Sprint PCS must provide the reasons for the rejection. If the

       rejection is based on Sprint PCS' failure to respond within 30 days and

      Manager requests an explanation for the deemed rejection, then Sprint PCS

      must provide within 30 days the reasons for the rejection. If Manager

      disagrees with Sprint PCS' reasons for the rejection, the parties will

      resolve the matter through the dispute resolution process in section 14.

 

                  (d) If Sprint PCS responds that such product or service is not

      confusingly similar to any Sprint PCS Product or Service and that it does

      not intend to introduce the same or a confusingly similar product or

      service within 6 months after the date of Manager's notice, then Manager

      may introduce its new product or service, and Manager will have no

      obligation to refrain from selling such product or service if Sprint PCS

      begins to sell the same or a confusingly similar product or service. In

      addition, if Sprint PCS notifies Manager that it plans to introduce the

      same or a confusingly similar product or service within 6 months after the

      date of Manager's notice and fails to introduce such same or confusingly

      similar product or service within such 6-month period, then Manager may

      introduce such product or service, and Manager will have no obligation to

      refrain from selling such product or service if Sprint PCS begins to sell

      the same or a confusingly similar product or service.

 

      13. LONG-DISTANCE PRICING [NEW]. Section 5 of Addendum I is deleted.

Additionally, section 3.4 of the Management Agreement is amended and restated in

its entirety to read as follows:

 

                                       17

<PAGE>

 

            3.4 IXC SERVICES.

 

            3.4.1. CUSTOMER LONG DISTANCE. Sprint PCS and Manager will from time

      to time mutually define local calling areas in the Service Areas of

      Manager that Sprint PCS and Manager will use to determine when a customer

      will be billed for a "long distance call" under the applicable rate plan

      of the Customer. The parties acknowledge that these local calling areas

      (i) may change in geographic scope in response to competitive pressures or

      perceived market opportunities, and (ii) may not be able to be changed

      because of regulatory, industry, or system limitations. The parties will

      not use local calling areas to determine "long distance telephony

      services" under section 3.4.2. If the parties cannot agree on the extent

      of the local calling area they will resolve the matter through the dispute

      resolution process in section 14.

 

            3.4.2. LONG DISTANCE SERVICES

 

            (a) Required purchase. Manager must obtain (i) long-distance

      telephony services through Sprint PCS or its Related Parties to provide

      long-distance service to users of the Sprint PCS Network and (ii)

      telephony services through Sprint PCS or its Related Parties to connect

      the Service Area Network with the national platforms that Sprint PCS uses

       to provide services to Manager under this agreement or the Services

      Agreement. The term "long distance telephony service" means any inter-LATA

      call for purposes of this section 3.4.2 as it relates to long-distance

      telephony services provided to users of the Sprint PCS Network.

 

            (b) Pricing and procedure. Sprint PCS will purchase for Sprint PCS,

      Manager and Other Managers long-distance telephony services used in the

      Sprint PCS Network from Sprint Communications Company L.P. or its Related

      Parties ("SCCLP"). Sprint PCS will purchase these long-distance telephony

      services at a price and terms at least as favorable to Sprint PCS, Manager

      and the Other Managers (considering Sprint PCS, Manager and the Other

      Managers as a single purchaser) as the best prices and terms SCCLP offers

      to any wholesale customer of SCCLP in similar situations when taking into

      account all relevant factors (e.g., volume, peak/off-peak usage, length of

      commitment). Sprint PCS will pay the invoice from SCCLP, except for items

      that SCCLP directly bills under section 3.4.2(c). Sprint PCS will bill to

      Manager as an activity settled separately under the Services Agreement the

      portion of the fees billed to Sprint PCS that relate to Manager's

      operations and the activity of all Customers and Reseller Customers in the

      Service Area, except for items SCCLP directly bills under section

      3.4.2(c).

 

            Because Sprint Corporation no longer has its "PCS" tracking stock,

      Sprint PCS will include the volume of long-distance telephony services of

 

                                       18

<PAGE>

 

      Manager and Other Managers with the volume of Sprint PCS when negotiating

       the Sprint PCS rate with the long distance division of Sprint Corporation

      (currently SCCLP). The long distance division will continue to provide

      long-distance telephony services to Sprint PCS for a price and upon terms

      based on the same relevant factors described in the preceding paragraph

      and in the same manner that it has under the present tracking stock

      policy.

 

            (c) Call routing. Manager, acting as a single purchaser, may

      purchase private line capacity (or other forms of capacity) from SCCLP for

      inter-LATA calls to the extent that this capacity can be obtained on terms

      more favorable to Manager (acting as a single purchaser). SCCLP will sell

      that capacity to Manager at the best price that SCCLP offers to third

      parties in similar situations when taking into account all relevant

      factors. SCCLP will directly bill Manager for any purchase of capacity

      under this section 3.4.2(c). The terms of section 1.3 do not apply to

      purchases of capacity in this section 3.4.2(c).

 

            (d) Pre-existing agreement. If before the date Addendum IV to this

      agreement is signed, Manager is bound by an agreement for long distance

      services or an agreement for private line service and the agreement was

      not made in anticipation of this agreement or Addendum IV, then the

      requirements of this section 3.4.2 do not apply during the term of the

      other agreement. If the other agreement terminates for any reason, then

      the requirements of this section 3.4.2 do apply from and after the

      termination.

 

            (e) Resale. Manager may not resell the long-distance telephony

      services acquired under this section 3.4.2. For purposes of clarification,

      resale under this section 3.4.2(e) includes Manager selling minutes to

      carriers for ultimate resale to end users under a brand other than

      "Sprint" or selling minutes to end users under a brand other than

      "Sprint". Manager may engage in the following activities (i.e., these

      activities are not treated as resale of long-distance telephony services):

 

                  (1) the transport of long-distance calls for Customers under

            section 3.4.2(a),

 

                  (2) the transport of long-distance calls for resellers under

            section 3.5, and

 

                  (3) the transport of long-distance calls for roaming under

            section 4.3.

 

            (f) Sprint Rural Alliance Program. The rights and obligations of

      Manager, if any, for the provision of long distance telephony services for

 

                                       19

<PAGE>

 

      Sprint Rural Alliance program participants will be set forth in a separate

      agreement.

 

      14. VOLUNTARY RESALE OF PRODUCTS AND SERVICES [NEW] Section 6 of Addendum

I is deleted. Schedule 1 attached to this Addendum replaces and supersedes the

heading, preamble, general terms and all attachments to the Program Requirement

3.5.2 dated August 13, 2002, which is labeled "Exhibit 3.5.2 Program Requirement

for Voluntary Resale of Products and Services By Voluntary Resellers Under the

Private Label Solutions Program". Program Requirement 3.5.2 - VMU which is

labeled "Exhibit 3.5.2 - VMU Program Requirements for Voluntary Resale of

Products and Services by Virgin Mobile USA, LLC (version 7/07/02)" is superseded

by "Program Requirement 3.5.2 - Program Requirements for Resale of Products and

Services By Virgin Mobile USA, LLC (Date Published 9/30/04)".

 

      Section 3.5.2 to the Management Agreement is amended and restated in its

entirety to read as follows:

 

            3.5.2 RESALE OF PRODUCTS AND SERVICES. Sprint PCS may choose to

      offer a resale product under which resellers will resell Sprint PCS

      Products and Services under brand names other than the Brands (such

      arrangement, a "RESALE ARRANGEMENT"), except Sprint PCS may permit the

      resellers to use the Brands for limited purposes related to the resale of

      Sprint PCS Products and Services (e.g., to notify people that the handsets

      of the resellers will operate on the Sprint PCS Network). The resellers

      may also provide their own support services (e.g., customer care and

      billing) or may purchase the support services from Sprint PCS. Other terms

      of the resale program are governed by Program Requirement 3.5.2.

 

            (a) Existing Resale Arrangements. Manager will participate in all

      Resale Arrangements that were entered into by Sprint PCS prior to April 1,

       2004, including Previously Declined Resale Arrangements (as defined below)

      (collectively, the "EXISTING RESALE ARRANGEMENTS"), and the Existing

      Resale Arrangements will be governed by Program Requirement 3.5.2 as

      amended by this Addendum IV. Compensation for Manager's participation in

      the Existing Resale Arrangements will be paid to Manager in accordance

      with section 10.4.1.1(a)(i) of this agreement, unless compensation was

      otherwise negotiated between Manager and Sprint PCS (e.g., Virgin Mobile

      USA). "PREVIOUSLY DECLINED RESALE ARRANGEMENTS" means Resale Arrangements

      between Sprint PCS and the following resellers: Vartec Telecom, Inc.,

      ZefCom, L.L.C., Working Assets Funding Service, Inc., Wherify Wireless,

      Inc., QUALCOMM Incorporated, Star Number, Inc., Telco Group, Inc.,

      TRANZACT, Hal Inc., Wireless Retail Inc., Phonetec, L.P., Qwest Wireless,

      LLC, and TracFone Wireless, Inc.

 

            (b) Required Resale Arrangements. Subject to the limitations set

      forth in clause (c) below and in section 10.4.1.1(b) of this agreement,

      Manager will

 

                                       20

<PAGE>

 

      participate in (i) all new Resale Arrangements entered into by Sprint PCS

      during the Required Resale Participation Period (collectively, the "NEW

      RESALE ARRANGEMENTS") and (ii) all Existing Resale Arrangements and New

      Resale Arrangements that are renewed or extended during the Required

      Resale Participation Period (collectively, the "RENEWED RESALE

      ARRANGEMENTS", and together with the New Resale Arrangements, the

      "REQUIRED RESALE ARRANGEMENTS"), in all cases with compensation being paid

      to Manager as set forth in section 10.4.1.1(a)(iii) or (iv), whichever is

      applicable. Sprint PCS agrees that the compensation, payment and other

      terms and conditions under each Resale Arrangement entered into, renewed

      or extended during the Required Resale Participation Period will be the

      same as the compensation, payment and other terms and conditions

      applicable to Sprint PCS and each Other Manager with respect to such

      reseller. Manager will have access to the relevant terms of any Resale

      Arrangement as provided in section 1.9.4 of this agreement. For purposes

      of determining renewals and extensions of Resale Arrangements under this

      Agreement, including without limitation for purposes of section

      10.4.1.1(c)(iii), if a Resale Arrangement does not expressly state an

      initial term, then the arrangement shall be deemed to have a five-year

      initial term, and if a Resale Arrangement states an initial term in excess

      of ten years, then the arrangement shall be deemed to have a ten-year

      initial term, in each case, after which term such arrangement will be

      deemed to be up for renewal or extension.

 

            (c) Limitations. Manager may decline to participate in any Required

      Resale Arrangement (including any renewal periods or extensions of

      Existing Resale Arrangements or New Resale Arrangements) unless the

      material terms and conditions of the Resale Arrangement, including the per

      minute Reseller Customer Fees and the per kilobyte Reseller Customer Fees

      to be paid to Manager, at all times are at least as favorable to Manager

      as the material terms and conditions of that certain MVNO Support

      Agreement, dated as of May 12, 2004 (the "AT&T ARRANGEMENT"), by and

      between Sprint Spectrum L.P. and AT&T Corp., giving effect to any changes

      to such terms and conditions that occur by virtue of the terms and

      conditions of the AT&T Arrangement. The parties acknowledge that the AT&T

      Arrangement has been terminated, but its material terms and conditions

      remain as the floor threshold for purposes of determining Manager's right

      to decline to participate in a Required Resale Arrangement pursuant to

      this section 3.5.2(c). Sprint PCS will give Manager written notice of any

      changes to the floor threshold that occur by virtue of the terms and

      conditions of the AT&T Arrangement.

 

            Except as set forth in section 10.4.1.1(c) below, Manager will have

      no obligation to participate in any Required Resale Arrangement after the

      Required Resale Participation Period.

 

            The Resale Arrangement between Sprint PCS and Virgin Mobile USA will

      be treated as a New Resale Arrangement and subject to the compensation set

      forth in section 10.4.1.1(a)(iii) or (iv), whichever is applicable, if

      continued after the expiration of the initial term of the arrangement.

 

                                       21

<PAGE>

 

            Additionally, Manager may decline to continue to participate in any

      Resale Arrangement after the initial term of that arrangement if such

      arrangement is renewed or extended prior to its contractual renewal date

      and before December 31, 2006.

 

            Except as required under the regulations and rules concerning

      mandatory resale, Manager may not sell Sprint PCS Products and Services

      for resale unless Sprint PCS consents to such sales in advance in writing.

 

      15. INTRA-LATA CALLS AND BACKHAUL SERVICES [NEW]. Section 7 of Addendum I

is deleted. Additionally, section 3.7 is amended and restated in its entirety to

read as follows:

 

            3.7    INTRA-LATA CALLS AND BACKHAUL SERVICES. Manager, acting as a

      single purchaser, may purchase capacity (including private line capacity)

      from SCCLP for intra-LATA calls and backhaul services. SCCLP will sell

      that capacity to Manager at the best price that SCCLP offers to third

      parties in similar situations when taking into account all relevant

      factors.

 

            Manager will offer to Sprint PCS or one of its Related Parties the

      right to make to Manager the last offer to provide capacity for intra-LATA

      calls and backhaul services for the Service Area Network if:

 

                        (i) Manager decides to use third parties for intra-LATA

                  calls and backhaul services rather than self-provisioning the

                  capacity or purchasing the capacity from Related Parties of

                  Manager, and

 

                        (ii) Sprint PCS or one of its Related Parties has

                  provided evidence to Manager that SCCLP or one of its Related

                  Parties has facilities to provide the capacity requested.

 

            Manager will deliver to Sprint PCS the terms under which the third

      party will provide the capacity. Sprint PCS or one of its Related Parties

      will have a reasonable time to respond to Manager's request for last offer

      to provide pricing for capacity for intra-LATA calls and backhaul, which

       will be no greater than 5 Business Days after receipt of the request for

      the pricing and the third party's terms from Manager. Manager will acquire

      capacity for intra-LATA calls and backhaul services from Sprint PCS or one

      of its Related Parties if Sprint PCS or one of its Related Parties offers

      Manager pricing and other terms for intra-LATA calls and backhaul services

      for the Service Area Network that matches the terms, including pricing, or

      is better than the terms and lower than the pricing offered by the third

      party. For purposes of this section 3.7, the term "backhaul"

 

                                       22

<PAGE>

 

      means the provision of services from a cell site of Manager to the

      corresponding switch associated with the cell site.

 

            If Manager has an agreement for these services that is in effect as

      of the date Addendum IV is signed and the agreement was not made in

      anticipation of this agreement or Addendum IV, then the requirements of

      this section 3.7 do not apply during the term of the other agreement. If

      the other agreement terminates for any reason, then the requirements of

      this section 3.7 do apply from and after the termination.

 

      16. SPRINT PCS ROAMING AND INTER SERVICE AREA PROGRAM REQUIREMENTS [NEW].

The second paragraph of section 4.3 is amended to read as follows:

 

            Section 10.4.1 sets forth the settlement process that distributes

      between the members making up the Sprint PCS Network (i.e., Sprint PCS,

      Manager and all Other Managers) a fee for use of the Sprint PCS Network

      and the Service Area Network (the "INTER SERVICE AREA FEE").

 

      17.    IMPLEMENTATION OF PRICING PLANS [ADDM I, SECTION 10]. The last

paragraph of section 4.4 is amended to read as follows:

 

            At the time Sprint PCS approves a pricing proposal submitted by

      Manager, Sprint PCS will provide Manager an estimate of the costs and

      expenses and applicable time frames required for Sprint PCS to implement

      the proposed pricing plan. Manager shall have five (5) Business Days after

      the receipt of the Sprint PCS estimate to notify Sprint PCS of its desire

      to have such proposed pricing plan implemented. If Manager fails to notify

      Sprint PCS within five (5) Business Days of such desire to implement,

      Manager agrees to promptly reimburse Sprint PCS for any cost or expense

      incurred by Sprint PCS to implement such a pricing plan, which will not

      exceed the amount estimated by Sprint PCS if Manager waited for Sprint

      PCS' response to Manager's proposal.

 

      18. REQUIRED ADVERTISING EXPENDITURES [ADDM I, SECTION 11]. The last

paragraph of section 6.2 is amended to read as follows:

 

            Sprint PCS will make available to Manager the promotion or

      advertising materials developed by Sprint PCS from time to time with

      respect to Sprint PCS Products and Services in current use by Sprint PCS

      (e.g., radio ads, television ads, design of print ads, design of point of

      sale materials, retail store concepts and designs, design of collateral).

      Manager will bear the cost of using such materials (e.g., cost of local

      radio and television ad placements, cost of printing collateral in

      quantity, and building out and finishing retail stores). Any advertising

      required of Manager will be commercially reasonable.

 

      19. CHANGES TO PROGRAM REQUIREMENTS [NEW].

 

                                       23

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      (a) The first sentence of section 9.2(e) is amended to read as follows:

 

            Manager must implement any changes in the Program Requirements

      within a commercially reasonable period of time unless Sprint PCS

      otherwise consents, subject to section 9.3.

 

      (b) Section 9.3 is amended in its entirety to read as follows:

 

      9.3 MANAGER'S RIGHTS REGARDING CHANGES TO PROGRAM REQUIREMENTS.

 

            9.3.1 PARAMETERS FOR REQUIRED PROGRAM REQUIREMENT IMPLEMENTATION.

      (a) Manager may, without being in default of this Agreement, decline to

      implement a Non-Capital Program Requirement Change if Manager determines

      that the Non-Capital Program Requirement Change will satisfy any of the

      following tests:

 

                         (A) individually cause the combined peak negative cash

                  flow of Manager to be an amount greater than 3% of Manager's

                  Ultimate Parent's Enterprise Value, or

 

                        (B) when combined with original assessments made under

                  clause (A) above of all other Program Requirement Changes that

                  Sprint PCS announced and Manager agreed to implement or

                  Manager otherwise was required to implement in accordance with

                  section 9.3.4, both within the preceding 12 calendar months,

                  cause the combined cumulative peak negative cash flow of

                  Manager to be an amount greater than 5% of Manager's Ultimate

                  Parent's Enterprise Value, or

 

                        (C) individually cause a decrease in the forecasted

                  5-year discounted cash flow of Manager's Ultimate Parent (at

                  Manager's Ultimate Parent's appropriate discount rate) of more

                  than 3% on a combined net present value basis, or

 

                        (D) when combined with original assessments made under

                  clause (C) above of all other Program Requirement Changes that

                  Sprint PCS announced and Manager agreed to implement or

                  Manager otherwise was required to implement in accordance with

                  section 9.3.4, both within the preceding 12 calendar months,

                  cause a decrease in the forecasted 5-year discounted cash flow

                  of Manager's Ultimate Parent (at Manager's Ultimate Parent's

 

                                       24

<PAGE>

 

                  appropriate discount rate) of more than 5% on a combined net

                   present value basis.

 

            The term "NON-CAPITAL PROGRAM REQUIREMENT CHANGE" means a Program

      Requirement Change that does not require Manager to make any capital

      expenditures in excess of 5% of Manager's capital budget as approved by

      the Manager's board of directors for the fiscal year in which the Program

      Requirement Change is requested, but does not include changes to the

      Trademark Usage Guidelines, the Marketing Communications Guidelines, and

      the Sprint PCS National or Regional Distribution Program Requirements.

 

            If Manager declines to implement any Non-Capital Program Requirement

      Change, Manager must give Sprint PCS within 10 Business Days after Sprint

      PCS provides Manager with notice of the Program Requirement Change:

 

                        (i) written notice that Manager declines to implement

                  the Non-Capital Program Requirement Change, and

 

                        (ii) a written assessment of the impact of the

                  Non-Capital Program Requirement Change on Manager using the

                  parameters set forth in subparagraphs (A) through (D) above.

 

            (b) Manager may, without being in default of this agreement, decline

      to implement any Capital Program Requirement Change if Manager determines

      that the Capital Program Requirement Change will satisfy any of the

      following tests:

 

                        (A) have a negative net present value applying a 5-year

                   discounted cash flow model, or

 

                        (B) individually cause the combined peak negative cash

                  flow of Manager to be an amount greater than 3% of Manager's

                  Ultimate Parent's Enterprise Value, or

 

                         (C) when combined with original assessments made under

                  clause (B) above of all other Program Requirement Changes that

                  Sprint PCS announced and Manager agreed to implement or

                  Manager otherwise was required to implement in accordance with

                  sections 9.3.1(c), 9.3.3 and 9.3.4, both within the preceding

                  12 calendar months, cause the combined cumulative peak

                  negative cash

 

                                        25

<PAGE>

 

                  flow of Manager to be an amount greater than 5% of Manager's

                  Ultimate Parent's Enterprise Value.

 

            The term "CAPITAL PROGRAM REQUIREMENT CHANGE" means any Program

      Requirement Change that requires an expenditure of capital by Manager that

      is greater than 5% of Manager's capital budget as approved by the

      Manager's board of directors for the fiscal year in which the Program

      Requirement Change is requested, but does not include changes to the

      Trademark Usage Guidelines, the Marketing Communications Guidelines, and

      the Sprint PCS National or Regional Distribution Program Requirements.

 

            If Manager declines to implement any Capital Program Requirement

      Change, Manager must give Sprint PCS within 10 Business Days after Sprint

      PCS provides Manager with notice of the Program Requirement Change:

 

                        (i) written notice that Manager declines to implement

                   the Capital Program Requirement Change, and

 

                        (ii) a written assessment of the impact of the Capital

                  Program Requirement Change on Manager using the parameter set

                  forth above.

 

             Manager must implement a Capital Program Requirement Change if:

 

                        (i) the capital requirement associated with such Program

                  Requirement Change is for a network capacity expansion due to

                  a change in a service plan, provided that implementing the

                  Program Requirement Change will not exceed any of the

                  parameters described in section 9.3.1(a), or

 

                        (ii) the capital requirement associated with such

                  Program Requirement Change is necessary to comply with network

                  performance standards required under this agreement.

 

            If Manager has the right to decline a Program Requirement Change,

      Sprint PCS may modify the scope of the Program Requirement Change in all

      or certain of Manager's markets to create a positive net present value for

      the entire Program Requirement Change, and Manager will implement the

      modified Program Requirement Change. Section 9.3.2 governs any

      disagreement between the parties regarding the determination of the net

      present value of a Program Requirement Change.

 

                                       26

<PAGE>

 

            Upon giving Manager notice of a Program Requirement Change, Sprint

      PCS will provide Manager with Sprint PCS's business analysis setting forth

      the reasons for such change, key assumptions used by Sprint PCS, and any

      other information reasonably requested by Manager.

 

             9.3.2. DISAGREEMENT WITH ASSUMPTIONS OR METHODOLOGY. Sprint PCS must

      notify Manager of any disagreement with Manager's assumptions or

      methodology within 10 days after its receipt of Manager's assessment under

      section 9.3.1. Manager will not be required to implement the Program

      Requirement Change if Sprint PCS fails to notify Manager of any

      disagreement within this 10-day period unless Sprint PCS requires such

      compliance under section 9.3.3 below. Either party may escalate the review

      of the assumptions and methodology underlying the assessment to the

      parties' respective Chief Financial Officers if Sprint PCS disagrees with

      Manager's assessment and the parties are unable to agree on the

      assumptions and methodology within 20 days after Sprint PCS notifies

      Manager of the disagreement.

 

            The parties will mutually select an independent investment banker in

      the wireless telecommunications industry ("INVESTMENT BANKER") to

       determine whether the implementation of the Program Requirement Change

      will exceed one of the parameters if Sprint PCS and Manager are unable to

      agree on the assumptions and methodology to perform the calculations

      within 30 days after Sprint PCS notifies Manager of the disagreement. The

      American Arbitration Association will select the Investment Banker if the

      parties do not select the Investment Banker within 50 days after Sprint

      PCS notifies Manager of the disagreement. Sprint PCS and Manager will

      cooperate fully and provide all information that the Investment Banker

      reasonably requests. But any Investment Banker that the American

      Arbitration Association selects, and its investment bank, must have no

       current engagement with either Manager or Sprint PCS and must not have

      been engaged by either such party within the 12 calendar months preceding

      the engagement under this section. A business relationship between Manager

      or Sprint PCS and a commercial bank or other organization affiliated with

      an investment bank will not disqualify the investment bank. The Investment

      Banker will have 20 days from the date of engagement to make its decision.

 

            Manager will pay any Investment Banker's fees and implement the

      Program Requirement Change if the parties agree or the Investment Banker

      determines that implementing the Program Requirement Change will not

      exceed any of the parameters described in section 9.3.1.

 

            9.3.3 ONE OR MORE PARAMETERS EXCEEDED. Sprint PCS will pay the

      Investment Banker's fees if the parties agree or the Investment Banker

      determines that implementing the Program Requirement Change will exceed at

      least one of the parameters described in section 9.3.1. Sprint

 

                                       27

<PAGE>

 

      PCS may require Manager to implement the Program Requirement Change

      whether the parties agree or disagree or the Investment Banker determines

      that implementing the Program Requirement Change will exceed at least one

      of the parameters described in section 9.3.1, if Sprint PCS agrees to

      compensate Manager the amount necessary to prevent Manager from exceeding

      the parameters set forth in section 9.3.1.

 

            9.3.4 CHANGES WITH RESPECT TO PRICING PLANS AND ROAMING PROGRAM

      REQUIREMENTS. Manager will implement a change with respect to the

      following in the manner requested by Sprint PCS, even if Manager

      determines that implementing the change will have an adverse impact on

      Manager that meets or exceeds the tests set forth in section 9.3.1(a) or

      section 9.3.1(b):

 

                        (i) relates to a pricing plan under section 4.4 or a

                   roaming program, and

 

                        (ii) Sprint PCS reasonably determines must be

                  implemented on an immediate or expedited basis to respond to

                  specific, identifiable developments in the competitive market

                  forces.

 

            Manager's implementation of the change will not adversely affect

      Manager's right to object to the implementation of the change. Manager

      will continue to comply with the change if the parties agree or the

      Investment Banker determines (using the procedure described in section

      9.3.2) that implementing the change will not exceed any of the parameters

      described in section 9.3.1(a) or section 9.3.1(b). If Sprint PCS does not

      successfully challenge Manager's assessment of the adverse impact of the

      change on Manager in accordance with section 9.3.2, Sprint PCS can require

      Manager either to:

 

                        (i) continue to comply with the change and compensate

                   Manager in the amount necessary to reimburse Manager for any

                  reasonable costs, expenses or losses that Manager incurs as a

                  result of its implementation of the change net of any benefit

                  that Manager receives, to the extent the costs, expenses and

                  losses net of the benefits exceed the parameters set forth in

                  section 9.3.1(a) or section 9.3.1(b), or

 

                        (ii) terminate its continued compliance with the change

                  and compensate Manager in the amount necessary to reimburse

                  Manager for any reasonable costs, expenses or losses that

                  Manager incurs as a result of its implementation of the change

                  net of any benefit that Manager receives.

 

                                       28

<PAGE>

 

            Manager cannot terminate its continued compliance if Sprint PCS

      elects to require Manager's continued compliance with the change under

      section 9.3.3 above.

 

      (c) A new section 9.7 is added to the Management Agreement:

 

            9.7 REVIEW OF PROGRAM REQUIREMENTS; UNILATERAL CHANGES.

 

                        Sprint PCS intends that any change to a Program

             Requirement will be in the best interests of Sprint PCS and Manager.

 

                        Sprint PCS and Manager will act in good faith to

            mitigate (to the extent commercially reasonable) the adverse

            economic impact on Manager of the exercise of any right of Sprint

            PCS to effect any change under or pursuant to this agreement, the

            Services Agreement and either Trademark License Agreement to the

            extent Manager believes such change will have a significant adverse

            economic impact on Manager's operations, except with respect to

            changes involving Sprint PCS National or Regional Distribution

            Program Requirements. For purposes of clarification, the parties

             intend the preceding sentence to obligate them to a robust

            discussion and open dialogue but understand the discussion and

            dialogue may not lead to any particular solution of the issues

            raised by Manager or Sprint PCS. By way of illustration, under the

            second preceding sentence, if Manager believed that the exercise of

            the unilateral right to change the Trademark Usage Guidelines or the

            designation of Sprint PCS Products and Services had an adverse

            economic impact on Manager, then Manager and Sprint PCS will in good

            faith attempt to mutually agree on how to mitigate the adverse

            impact on Manager.

 

      (d) A new section 9.8 is added to the Management Agreement.

 

            9.8 BREACH FOR FAILURE TO IMPLEMENT PROGRAM REQUIREMENTS.

 

            Manager will be in material breach of a material term and Sprint PCS

      may exercise its rights under section 11 if Manager willfully refuses to

      implement a Program Requirement when required to do so under this

      agreement.

 

      20. FEES [NEW]. Article 10 of the Management Agreement is amended to read

as follows:

 

                                    10. FEES

 

                                        29

<PAGE>

 

            10.1 GENERAL. Sprint PCS and Manager will pay to each other the fees

      and apply the credits in the manner described in this section 10. The

      amounts that Sprint PCS is paid or retains are for all obligations of

      Manager under this agreement. Many of the definitions for the fees in

      section 10.2 are found in section 10.3.

 

            10.2   FEES.

 

                  10.2.1 FEE BASED ON BILLED REVENUE. Sprint PCS will pay to

      Manager the Fee Based on Billed Revenue as determined in this section

      10.2.1.

 

                  "BILLED REVENUE" is all customer account activity (e.g., all

      activity billed, attributed or otherwise reflected in the customer account

      but not including Customer Credits) during the calendar month for which

      the fees and payments are being calculated (the "BILLED MONTH") for Sprint

      PCS Products and Services related to all Customer accounts within a

      customer service area ("CSA") assigned to the Service Area, except (i)

      Outbound Roaming Fees, (ii) amounts handled separately in this section 10

      (including the amounts in sections 10.2.3 through 10.2.6, 10.4 and 10.8),

      (iii) amounts collected from Customers and paid to governmental or

      regulatory authorities (e.g., Customer Taxes and USF Charges), and (iv)

      other amounts identified in this agreement as not included in Billed

      Revenue (these Customer accounts being "MANAGER ACCOUNTS"). Within 30 days

      after signing Addendum IV, Sprint PCS will provide Manager with a list of

      all revenue accounts included in Billed Revenue, and Sprint PCS will, as

      soon as reasonably practicable, provide Manager with updates to that list

      as it changes.

 

                  Billed Revenue does not include new activity billed to the

      Customer solely to recover costs incurred by Sprint PCS, Manager or both

      related solely to such new activity. Manager and Sprint PCS will share the

      revenues from this billing in proportion to the costs they incur. Any

      amounts recovered in excess of costs incurred will be considered Billed

      Revenue.

 

                  For purposes of clarification, Sprint PCS currently assigns

      Customers to CSAs based on customer billing addresses and expects that

      procedure to remain in place after the Effective Date.

 

                  If Sprint PCS or Manager develops products or services that

      bundle Sprint PCS Products and Services with other products or services

      (e.g., local service or broadband wireline service), then Sprint PCS and

      Manager will use commercially reasonable efforts to agree on the proper

      allocation of revenue, bad debt expenses, credits and promotions for the

      bundled products and services.

 

                                        30

<PAGE>

 

            Sprint PCS will reasonably determine the amount of credits applied

to Manager Accounts during the Billed Month ("CUSTOMER CREDITS").

 

            "NET BILLED REVENUE" for a Billed Month is the amount of the Billed

Revenue less the Customer Credits.

 

            The "FEE BASED ON BILLED REVENUE" for a Billed Month is equal to 92%

of (a) Net Billed Revenue, less (b) the Allocated Write-offs for Net Billed

Revenue.

 

            10.2.2 OUTBOUND ROAMING FEE. Sprint PCS will pay to Manager a fee

equal to the amount of Outbound Roaming Fees that Sprint PCS or its Related

Parties bills to Manager Accounts, less the Allocated Write-offs for Outbound

Roaming Fees. For purposes of clarification, Sprint PCS will settle separately

with Manager the direct cost of providing the capability for the Outbound

Roaming, including any amounts payable to the carrier that handled the roaming

call and the clearinghouse operator for Outbound Roaming.

 

            10.2.3 PHASE II E911 SURCHARGES. Sprint PCS will pay to Manager a

fee equal to a portion of the E911 Phase II Surcharges (attributable to

incremental costs for Phase II E911, including but not limited to related

handset costs, routing costs, implementation costs, trunks and testing costs,

and anticipated write-offs for bad debt) billed during the Billed Month to

Customers with an NPA-NXX assigned to the Service Area, less the Allocated

Write-offs for that portion of E911 Phase II Surcharges in the Billed Month. The

portion of the billed amount attributed to Manager will be based on Manager's

proportional cost (as compared to Sprint PCS' proportional cost) to comply with

Phase II of the E911 requirements. Sprint PCS will determine from time to time

the rate billed to Customers related to Phase II E911 and the portion payable to

Manager.

 

            10.2.4 WIRELESS LOCAL NUMBER PORTABILITY SURCHARGES. Sprint PCS will

pay to Manager a fee equal to a portion of the Wireless Local Number Portability

Surcharges ("WLNP SURCHARGES") billed during the Billed Month to Customers with

an NPA-NXX assigned to the Service Area, less the Allocated Write-offs for that

portion of the WLNP Surcharges in the Billed Month. The portion of the billed

amount attributed to Manager will be based on Manager's proportional cost (as

compared to Sprint PCS' proportional cost) to comply with Wireless Local Number

Portability requirements. Sprint PCS will determine from time to time the rate

billed to Customers related to WLNP Surcharges and the portion payable to

Manager.

 

            10.2.5 CUSTOMER EQUIPMENT CREDITS. Sprint PCS will

 

                                       31

 

<PAGE>

 

apply as a credit to any other fees under this section 10.2 owing by Sprint PCS

to Manager an amount equal to the amount of the Customer Equipment Credits less

the Allocated Write-offs for Customer Equipment Credits.

 

            10.2.6 WRITE-OFFS FOR CUSTOMER EQUIPMENT CHARGES. Sprint PCS will

apply as a credit to any other fees under this section 10.2 owing by Sprint PCS

to Manager an amount equal to the amount of the Allocated Write-offs for

Customer Equipment Charges.

 

      10.3 DEFINITIONS USED IN FEE CALCULATIONS

 

            10.3.1 WRITE-OFFS. Sprint PCS will determine the amounts written off

net of deposits applied and net of recoveries (the "WRITE-OFFS") in the Sprint

PCS billing system during the Billed Month relating to Manager Accounts.

 

            10.3.2 BILLED COMPONENTS. Each of the following amounts is referred

to as a "BILLED COMPONENT" and collectively they are referred to as the "BILLED

COMPONENTS".

 

                  10.3.2.1 Net Billed Revenue. The amount determined as

described in section 10.2.1.

 

                  10.3.2.2 Customer Equipment Credits. The reductions of amounts

billed to Manager Accounts related to the sale of handsets and handset

accessories from Sprint PCS inventory are referred to as "CUSTOMER EQUIPMENT

CREDITS". This is a negative amount that reduces the Amount Billed (Net of

Customer Credits).

 

                  10.3.2.3 100% Affiliate Retained Amounts. The amounts referred

to as "100% Affiliate Retained Amounts" on Exhibit 10.3, to which Manager is

entitled to 100% of the amounts that Customers are billed for such items.

 

                  10.3.2.4 100% Sprint PCS Retained Amounts. The amounts

referred to as "100% Sprint PCS Retained Amounts" on Exhibit 10.3, to which

Sprint PCS is entitled to 100% of the amounts that Customers are billed for such

items.

 

                  10.3.2.5 Customer Equipment Charges. The amounts that Sprint

PCS bills to Manager Accounts for subscriber equipment and accessories sold or

leased are referred to as "CUSTOMER EQUIPMENT CHARGES".

 

                  10.3.2.6 E911 Phase II Surcharges. The amounts that Sprint PCS

bills to Manager Accounts to recover all costs related to

 

                                       32

 

<PAGE>

 

Phase II E911 functionality are referred to as "E911 PHASE II SURCHARGES".

 

                  10.3.2.7 USF Charges. The amounts that Sprint PCS bills to

Manager Accounts relating to Universal Service Funds are referred to as "USF

CHARGES".

 

                  10.3.2.8 WLNP Surcharges. The amounts that Sprint PCS bills to

Manager Accounts to recover costs related to WLNP activities.

 

            10.3.3 AMOUNT BILLED (NET OF CUSTOMER CREDITS). The "AMOUNT BILLED

(NET OF CUSTOMER CREDITS)" for a Billed Month is equal to the sum of the Billed

Components.

 

            10.3.4 THE ALLOCATED WRITE-OFFS. The "ALLOCATED WRITE-OFFS" for all

or a portion of a Billed Component in a Billed Month is the Write-offs for the

Billed Month times the amount of the Billed Component (or portion thereof)

divided by the Amount Billed (Net of Customer Credits).

 

      10.4 OTHER FEES AND PAYMENTS. Sprint PCS and Manager will pay to each

other the fees and payments described below:

 

            10.4.1 INTER SERVICE AREA FEES AND RESELLER CUSTOMER FEES.

 

                  10.4.1.1 Inter Service Area Fee and Reseller Customer Fee

Paid. Manager will pay to Sprint PCS an Inter Service Area Fee as set forth in

this section 10.4.1 for each billed minute or kilobyte of use that a Customer

with an NPA-NXX assigned to the Service Area uses a portion of the Sprint PCS

Network other than the Service Area Network. Sprint PCS will pay to Manager an

Inter Service Area Fee for each billed minute or kilobyte of use that a Customer

whose NPA-NXX is not assigned to the Service Area Network uses the Service Area

Network.

 

                  (a) Sprint PCS will pay to Manager the fees set forth in this

section 10.4.1 for each billed minute or kilobyte of use that a Reseller

Customer uses the Service Area Network unless otherwise negotiated (such fees

are referred to in this agreement as "RESELLER CUSTOMER FEES"):

 

                  (i) with respect to Existing Resale Arrangements (other than

      Virgin Mobile USA, which is addressed in clause (ii) below), the amount of

      fees set forth in subsections 10.4.1.2 and 10.4.1.3;

 

                                       33

 

<PAGE>

 

                  (ii) with respect to Virgin Mobile USA, the amount of fees set

      forth in Program Requirement 3.5.2 - VMU; except, that the Resale

      Arrangement between Sprint PCS and Virgin Mobile USA will be treated as a

      New Resale Arrangement and subject to the compensation set forth in

      section 10.4.1.1(a)(iii) or (iv), whichever is applicable, if continued

      after the expiration of the initial term of the arrangement;

 

                  (iii) with respect to arrangements between Sprint PCS and

      resellers that are entered into after April 1, 2004 and before January 1,

      2007, or that are renewed or extended during that period, the amount of

      fees collected by Sprint PCS from the resellers as payment for the

      Reseller Customer's use of the Service Area Network; and

 

                   (iv) with respect to arrangements between Sprint PCS and

      resellers that are entered into, renewed or extended during the three-year

      period beginning on January 1, 2007, or a subsequent three-year period

      beginning on the third anniversary of the beginning of the previous

      three-year period, the amount of fees determined as described in section

      10.4.1.1(c).

 

                  (b) With respect to Resale Arrangements described in section

10.4.1.1(a)(iii), Sprint PCS will give Manager Manager's proportional share of

(i) any cash payments received by Sprint PCS from the other party to a Resale

Arrangement, in addition to the reseller rate, relating specifically to the

Resale Arrangements (other than those cash payments for reimbursement of

expenses incurred to implement the Resale Arrangement, which are addressed in

the following paragraph), and (ii) to the extent reasonably able to be made

available to Manager, any non-cash payments received by Sprint PCS from the

other party to the Resale Arrangement relating specifically to the Resale

Arrangements. For purposes of clarification, payments made to Sprint PCS to

reimburse Sprint PCS for actual costs incurred to implement some aspect of the

Resale Arrangement are not cash or non-cash payments subject to this section.

 

                  Sprint PCS will use commercially reasonable efforts to

negotiate with the other party to the Resale Arrangement to have the other party

directly reimburse Manager for Manager's actual costs incurred to implement the

Resale Arrangement, if any. If Sprint PCS is unable to negotiate such

reimbursement arrangement with the other party, but collects reimbursement from

the other party to the Resale Arrangement, Sprint PCS will allocate to Manager

Manager's proportional share of any reimbursement received from the other party.

 

                                       34

 

<PAGE>

 

                  If the reseller is a Related Party of Sprint PCS or if Sprint

PCS owns a substantial equity interest in the reseller, then Sprint PCS and

Manager must agree on the Reseller Customer Fee to be paid by Sprint PCS to

Manager and any proportional sharing of any other cash and non-cash payments

before Manager will have an obligation to participate in such arrangement.

 

                   (c) For each three-year period described in section

10.4.1.1(a)(iv):

 

                  (i) Sprint PCS will give Manager proposed terms, fees and

      conditions applicable to Manager's participation in Resale Arrangements by

      October 31 of the calendar year before the calendar year in which the then

      current reseller period ends (e.g., the initial reseller period ends on

      December 31, 2006 so the amount has to be presented by October 31, 2005).

      Manager's representative and the Sprint PCS representative will begin

      discussions regarding the proposed terms, fees and conditions applicable

      to Manager's participation in Resale Arrangements within 20 days after

      Manager receives the proposed terms, fees and conditions applicable to

      Manager's participation in Resale Arrangements from Sprint PCS.

 

                  (ii) If the parties do not agree on the new terms, fees and

      conditions applicable to Manager's participation in Resale Arrangements

      within 30 days after the discussions begin, then Manager may escalate the

      discussion to the Sprint PCS Chief Financial Officer or Sprint Spectrum

      may escalate the discussion to Manager's Chief Executive Officer or Chief

      Financial Officer.

 

                  (iii) If the parties cannot agree on the new terms, fees and

      conditions applicable to Manager's participation in Resale Arrangements

      through the escalation process within 20 days after the escalation process

      begins, then without Manager's prior written consent, (A) Manager will not

      be required to participate in any Resale Arrangement that is entered into

      by Sprint PCS, or renewed or extended, after the Required Resale

      Participation Period and (B) Manager will not be required to participate

      in Existing Resale Arrangements or Required Resale Arrangements after the

      Required Resale Participation Period, provided, however, that Manager will

      continue to allow resellers under Existing Resale Arrangements and

      resellers under Required Resale Arrangements, which Manager opted into or

      in which Manager was required to participate under this agreement, to

      activate subscribers with an NPA-NXX assigned to Manager's Service Area

       and Manager will continue to support such resellers (x) with respect to

      resellers

 

                                       35

 

<PAGE>

 

      under Existing Resale Arrangements and resellers under New Resale

      Arrangements, throughout the then remaining term of their Resale

      Arrangement with Sprint PCS, without giving effect to any applicable

      renewal terms and phase out periods, and (y) with respect to resellers

      under Renewed Resale Arrangements, throughout the then remaining renewal

      term of their Resale Arrangement with Sprint PCS, without giving effect to

      any applicable additional renewal terms and phase out periods. For

      purposes of determining renewals and extensions of Resale Arrangements

      under this Agreement, including without limitation for purposes of this

      section 10.4.1.1(c)(iii), if a Resale Arrangement does not expressly state

      an initial term, then the arrangement shall be deemed to have a five-year

      ini