{"id":38900,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-alamosa-pcs-llc-and-david-e-sharbutt.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-alamosa-pcs-llc-and-david-e-sharbutt","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-alamosa-pcs-llc-and-david-e-sharbutt.html","title":{"rendered":"Employment Agreement &#8211; Alamosa PCS LLC and David E. Sharbutt"},"content":{"rendered":"<pre>\n\n                              EMPLOYMENT AGREEMENT\n\n     This Employment Agreement (this \"Agreement\") is entered into this date by\nand between ALAMOSA PCS, LLC, a Texas Limited Liability Company, having its\nprincipal executive office located at 4403 Brownfield Highway, Lubbock, Texas\n79407 (the \"Company\"), and DAVID E. SHARBUTT, an individual residing at Lubbock,\nTexas (the \"Employee\").\n\n                                   WITNESSETH:\n\n     WHEREAS, the parties are entering into this Agreement to set forth and\nconfirm their respective rights and obligations with respect to the Employee's\nemployment by the Company.\n\n     NOW, THEREFORE, in consideration of the mutual covenants herein contained,\nthe parties hereto mutually agree as follows:\n\n     1. EMPLOYMENT; TERM; DUTIES. The Company hereby employs the Employee as\nChief Executive Officer (\"CEO\"). The term of the Employee's employment, pursuant\nto this Agreement, will commence on October 1, 1999, (the \"Commencement Date\")\nand will continue until September 30, 2002, or the termination of this Agreement\nas described in Section 5 hereof, whichever shall occur first. The Employee\nhereby accepts such employment, and agrees to devote his full time and effort to\nthe business and affairs of the Company with such duties consistent with the\nEmployee's position as may be assigned to him from time to time by the Board of\nManagers of the Company. Notwithstanding the foregoing, the Company acknowledges\nthat the Employee has other business interests and ownerships as well as serving\non the Boards of Directors of other companies in which the Employee is a\nstockholder or owner. Subject to the provisions of Sections 7 through 10 hereof,\nthe Company acknowledges and consents to the continuation of these ownerships\nand relationships, provided they do not interfere with the Employee's duties\nunder this Agreement. Notwithstanding anything to the contrary in this\nAgreement, nothing in this Agreement shall be deemed to impose any obligation on\nthe Company or any of its subsidiaries to continue to employ the Employee, or on\nthe Employee to remain in the employ of the Company or any of its subsidiaries.\n\n     2. COMPENSATION. In consideration of all services rendered by the Employee\nas CEO during the term of his employment, pursuant to this Agreement, the\nCompany will provide the Employee with the following compensation:\n\n     (a) BASE SALARY. The Company will pay the Employee a base salary at the\n     annual rate of $175,000.00, payable periodically but no less often than\n     semi-monthly, in substantially equal amounts, in accordance with the\n     Company's payroll practices from time to time in effect. The Company will\n\n\nEMPLOYMENT AGREEMENT       PAGE 1 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   2\n\n\n     review the Employee's base salary at least once each year and may, in its\n     discretion, increase the Employee's base salary.\n\n     (b) BONUS. In addition to the Employee's base salary, the Employee shall be\n     eligible to receive a bonus (a \"Quarterly Bonus\") for each calendar quarter\n     in an amount, if any, determined as follows: In each calendar quarter,\n     beginning with the quarter ending December 31, 1999, Employee's Quarterly\n     Bonus shall be equal to the sum of (1) plus (2) as follows:\n\n          (1) $21,875.00 multiplied by the percentage set forth opposite each\n          Expected Milestone set forth in the attached EXHIBIT \"A\", incorporated\n          herein by reference, which is achieved for that calender quarter.\n\n          (2) $21,875.00 multiplied by the percentage set forth opposite each\n          Exceptional Milestone set forth in EXHIBIT \"A\" which is achieved for\n          that calendar quarter.\n\n     If any particular Expected Milestone or Exceptional Milestone is not\n     achieved for any calendar quarter, that percentage share of the dollar\n     amount specified in (1) or (2) above, as the case may be, shall not be\n     payable as part of the Quarterly Bonus. The Expected Milestones,\n     Exceptional Milestones and percentages set forth on EXHIBIT \"A\" may be\n     changed by the Company at any time and from time to time, but any such\n     change shall not apply earlier than the calendar quarter following the\n     calendar quarter in which such change is made by the Company and\n     communicated to the Employee.\n\n     Any Quarterly Bonus owing to the Employee shall be paid within forty-five\n     (45) days following the end of the applicable calendar quarter.\n\n     (c) UNIT OPTIONS. If, on June 30, 2000, the Company has not become a\n     wholly-owned subsidiary of Alamosa PCS Holdings, Inc., a Delaware\n     corporation (\"Holdings\"), then on said date the Company will convert the\n     membership interests in the Company to forty-eight million five hundred\n     thousand (48,500,000) membership units, and shall grant to the Employee\n     options to purchase membership units in the Company as follows:\n\n          (1) First Option. An option (the \"First Option\") to purchase two\n          hundred forty-two thousand five hundred (242,500) membership units in\n          the Company at a per unit purchase price equal to One Dollar and\n          Fifteen Cents ($1.15), said First Option to be fully vested and\n          immediately exercisable by the Employee, and thereafter be exercisable\n          at any time until January 5, 2009, in accordance with\n\n\nEMPLOYMENT AGREEMENT       PAGE 2 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   3\n\n\n          the option agreement to be entered into between the Company and the\n          Employee as of June 30, 2000, upon terms and conditions substantially\n          similar to the terms and conditions of the Nonqualified Stock Option\n          Agreement entered into by the Employee pursuant to the Alamosa PCS\n          Holdings, Inc. 1999 Long-Term Incentive Plan.\n\n          (2) Second Option. An option (the \"Second Option\") to purchase one\n          million four hundred fifty-five thousand (1,455,000) membership units\n          in the Company at a per unit purchase price equal to Fifteen Dollars\n          ($15.00), said Second Option, subject to Section 6 hereof, to vest and\n          be exercisable by the Employee in three (3) equal installments of four\n          hundred eighty-five thousand (485,000) membership units each on\n          September 30, 2000, September 30, 2001, and September 30, 2002,\n          respectively, and thereafter be exercisable at any time until January\n          5, 2009, in accordance with the option agreement to be entered into\n          between the Company and the Employee as of June 30, 2000, upon terms\n          and conditions substantially similar to the terms and conditions of\n          the Nonqualified Stock Option Agreement entered into by the Employee\n          pursuant to the Alamosa PCS Holdings, Inc. 1999 Long-Term Incentive\n          Plan.\n\n     (d) LIFE INSURANCE. The Company will provide at least $5,000,000.00 term\n     life insurance on the life of the Employee during the term of the\n     Employee's employment. The Company shall pay for all costs attributable to\n     such coverage. Such life insurance shall be at least ten (10) year level\n     premium term life insurance on the life of the Employee. The Employee shall\n     have the right to designate the beneficiary of such policy or policies.\n     Should the Employee not be insurable at the time of his employment under\n     this Agreement, there will be no obligation upon the Company to provide\n     such life insurance. If the Employee's employment terminates during the\n     term of this Agreement or at the termination of the Employee's employment\n     pursuant to this Agreement, the Employee may assume the premium obligations\n     of this policy, in which event the Company shall assign all its rights in\n     the policy to the Employee. In the event the Employee desires to assume the\n     premium obligations under this policy and at the time of the Employee's\n     termination of employment the Company has prepaid any premiums on the\n     policy, the Employee shall pay to the Company the amount of any prepayment\n     attributable to any period of coverage after the Employee's termination of\n     employment.\n\nThe Employee will receive no additional compensation for serving the Company in\nany other capacity, such as Chairman of the Board of Directors or any similar\nposition.\n\n\nEMPLOYMENT AGREEMENT       PAGE 3 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   4\n\n\n     3. EMPLOYEE BENEFITS. The Employee will be entitled to participate in all\nincentive, retirement, profit-sharing, life, medical, disability and other\nbenefit plans and programs (collectively \"Benefit Plans\") as are from time to\ntime generally available to other executives of the Company with comparable\nresponsibilities, subject to the provisions of those programs. Without limiting\nthe generality of the foregoing, the Company will provide the Employee with\nbasic health and medical benefits on the terms that such benefits are provided\nto other executives of the Company with comparable responsibilities. The\nEmployee will also be entitled to holidays, sick leave and vacation in\naccordance with the Company's policies as they may change from time to time, but\nin no event shall the Employee be entitled to less than four (4) weeks paid\nvacation per year.\n\n     4. EXPENSES.\n\n     (a) Reimbursement for Expenses. The Company will promptly reimburse the\n     Employee, in accordance with the Company's policies and practices in effect\n     from time to time, for all expenses reasonably incurred by the Employee in\n     performance of the Employee's duties under this Agreement, including\n     reimbursement for miles driven by the Employee in furtherance of the\n     Company's business (\"Business Mileage\").\n\n          (1) Reimbursement for Business Mileage shall be at the standard\n          mileage rate allowed by the Internal Revenue Service (\"IRS\") for the\n          taxable year and set forth in the appropriate IRS publication.\n\n          (2) Business mileage does not include commuting from Employee's\n          residence to the Company's headquarters.\n\n          (3) Employee is responsible for proper substantiation and reporting of\n          Business Mileage and\/or actual expenses.\n\n          (4) Employee acknowledges that the payment to him of a monthly vehicle\n          allowance plus the standard mileage rate may result in taxable income\n          if the business portion of actual automobile expenses is less than the\n          total amount paid to employee under this subsection, or if employee\n          does not maintain the records required by the Internal Revenue Code\n          and the Regulations thereunder. Employee has been advised to consult a\n          tax advisor to determine the taxability of payments under this\n          subsection, and the record keeping requirements associated with the\n          travel and expenses associated with such payments.\n\n\nEMPLOYMENT AGREEMENT       PAGE 4 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   5\n\n\n     (b) Expense Allowance. In addition to reimbursed expenses, Employee is\n     entitled to $1,250.00 per month as a vehicle allowance and club dues\n     allowance.\n\n     5. TERMINATION. The Employee's employment by the Company: (a) shall\nterminate upon the Employee's death or disability (as defined below); (b) may be\nterminated by the Company for any reason other than cause or non-performance at\nany time; (c) may be terminated by the Company for cause (as defined below) at\nany time; (d) may be terminated by the Employee, without cause at any time upon\nforty-five (45) days' prior written notice delivered by the Employee to the\nCompany; (e) may be terminated by the Employee for cause (as defined below) at\nany time upon forty-five (45) days' prior written notice delivered by the\nEmployee to the Company; and (f) may be terminated by the Company for\nnon-performance by the Employee at any time.\n\n     (a) The term \"disability\" means the determination under the Company's\n     Long-Term Disability Plan that the Employee is eligible to receive a\n     disability benefit.\n\n     (b) The term \"cause\" in the event of termination of the Employee's\n     employment by the Company means (i) any breach of Sections 7 or 9 of this\n     Agreement by Employee which has a material adverse effect on the Company\n     and which is not or cannot be cured within thirty (30) days after notice\n     from the Board of Managers of the Company thereof; (ii) commission of any\n     act of fraud, embezzlement or dishonesty by the Employee that is materially\n     and demonstrably injurious to the Company; (iii) any act or omission by\n     Employee which constitutes a uncured default or breach of that certain\n     Sprint PCS Management Agreement dated July 17, 1998 and as it may be\n     amended from time to time or any other similar Sprint Management Agreement\n     to which the Company or any of its affiliates or subsidiaries may be a\n     party (\"the Sprint Agreement\"); or (iv) any other intentional misconduct by\n     the Employee adversely affecting the business or affairs of the Company in\n     a material manner. The term \"intentional misconduct by the Employee\n     adversely affecting the business or affairs of the Company\" shall mean such\n     misconduct that is detrimental to the business or the reputation of the\n     Company as it is perceived both by the general public and the\n     telecommunications industry.\n\n     (c) The term \"cause\" in the event of termination of the Employee's\n     employment by the Employee means (i) the change in job responsibilities of\n     the Employee resulting in the demotion of the Employee from the position of\n     CEO, which demotion is caused by something other than would be cause for\n     termination of the Employee's employment by the Company for cause and other\n     than the non-performance of the Employee as defined later herein; or (ii)\n     the removal of the Employee from the Board of\n\n\nEMPLOYMENT AGREEMENT       PAGE 5 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   6\n\n\n     Managers of the Company or, if the Company is a wholly-owned subsidiary of\n     Holdings, the Board of Directors of Holdings or the failure of the Employee\n     to be re-elected to said Board of Managers or said Board of Directors, as\n     the case may be.\n\n     (d) The term \"non-performance by the Employee\" in the event of termination\n     of the Employee's employment by the Company means the determination by a\n     super-majority (greater than 75%) of the members of the Board of Managers\n     of the Company, in their sole and absolute discretion, that the Employee is\n     not performing his duties under this Agreement after the Board of Managers\n     of the Company has delivered to the Employee written notice which\n     specifically identifies the manner in which the Board believes he is not\n     performing his duties and which is not or cannot be cured within 15 days\n     after such written notice is delivered to the Employee.\n\n     6. CONSEQUENCES OF TERMINATION.\n\n     (a) CONSEQUENCES OF TERMINATION ON EMPLOYEE'S DEATH OR DISABILITY. If the\n     Employee's employment is terminated prior to September 30,2002, because of\n     the Employee's death or disability, (i) subject to Section 6(h) hereof,\n     this Agreement terminates immediately; (ii) Employee or his legal\n     representative or estate, as the case may be, shall be eligible to exercise\n     any options granted and vested pursuant to Section 2(c) hereof at the time\n     of such death or disability, plus, if such death or disability does not\n     occur on September 30 of a given year, a fractional portion of those\n     options which would have vested and become exercisable pursuant to Section\n     2(c) hereof on the September 30 immediately following such death or\n     disability based on a fraction whose numerator is the number of months\n     (including the month in which the date of death or disability occurs) since\n     the previous September 30 and whose denominator is twelve (12), in\n     accordance with the provisions of Section 2(c) hereof and the option\n     agreement referred to therein, and any other options granted to the\n     Employee shall be forfeited; (iii) the Company will pay the Employee, or\n     his legal representative or estate, as the case may be, in full\n     satisfaction of all of its compensation (base salary and bonus) obligations\n     under this Agreement, an amount equal to the sum of any base salary due to\n     the Employee through the last day of employment, plus any accrued bonus to\n     which the Employee may have been entitled on the last day of employment,\n     but had not yet been received; and (iv) the Employee's benefits and rights\n     under any Benefit Plan shall be paid, retained or forfeited in accordance\n     with the terms of such plan; provided, however, that Employer shall have no\n     obligation to make any payments toward these benefits for Employee from and\n     after termination.\n\n\nEMPLOYMENT AGREEMENT       PAGE 6 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   7\n\n     (b) CONSEQUENCES OF TERMINATION BY THE COMPANY FOR ANY REASON OTHER THAN\n     FOR CAUSE OR FOR NON-PERFORMANCE OF EMPLOYEE\n\n          (1) If the Employee's employment is terminated by the Company prior to\n          September 30, 2002, for any reason other than for cause or\n          non-performance of Employee, (i) subject to Section 6(h) hereof, this\n          Agreement terminates immediately; (ii) Employee or his legal\n          representative or estate, as the case may be, shall be eligible to\n          exercise any options granted but not exercised pursuant to Section\n          2(c) hereof, which options shall be deemed vested as of the date of\n          the Employee's termination of employment regardless of whether or not\n          they are in fact otherwise vested pursuant to Section 2(c) hereof on\n          said date, in accordance with the provisions of Section 2(c) hereof\n          and the option agreement referred to therein; (iii) the Company will\n          pay the Employee, in full satisfaction of all of its compensation\n          (base salary and bonus) obligations under this Agreement, an amount\n          equal to the sum of any base salary due to the Employee through the\n          last day of employment, plus any accrued bonus to which the Employee\n          may have been entitled on the last day of employment, but had not yet\n          been received; (iv) the Company will pay the Employee, within sixty\n          (60) days of such termination, a lump sum severance payment equal to\n          one (1) year's base salary as in effect at the date of employment\n          termination; and (v) the Employee's benefits and rights under any\n          Benefit Plan, other than any basic health and medical benefit plan,\n          shall be paid, retained or forfeited in accordance with the terms of\n          such plan; provided, however, that Employer shall have no obligation\n          to make any payments toward these benefits for Employee from and after\n          termination.\n\n          (2) Any payment pursuant to clause (b)(1)(iv) above (the \"Termination\n          Payment\"):\n\n               a. will be subject to offset for any advances, amounts\n               receivable, and loans, including accrued interest, outstanding on\n               the date of the employment termination; and\n\n               b. will not be subject to offset on account of any remuneration\n               paid or payable to the Employee for any subsequent employment the\n               Employee may obtain, whether during or after the period during\n               which the Termination Payment is made, and the Employee shall\n               have no obligation whatever to seek any subsequent employment.\n\n\nEMPLOYMENT AGREEMENT       PAGE 7 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   8\n\n\n               (c) CONSEQUENCES OF TERMINATION FOR CAUSE BY THE COMPANY. If the\n               Employee's employment is terminated by the Company prior to\n               September 30, 2002,for cause, (i) subject to Section 6(h) hereof,\n               this Agreement terminates immediately; (ii) Employee shall not be\n               eligible to exercise and shall forfeit any options granted\n               (whether or not vested) pursuant to Section 2(c) hereof at the\n               time of such employment termination that have not already been\n               exercised by the Employee at the time of such employment\n               termination; (iii) the Company will pay the Employee, in full\n               satisfaction of all of its compensation (base salary and bonus)\n               obligations under this Agreement, an amount equal to the sum of\n               any base salary due to the Employee through the last day of\n               employment, plus any accrued bonus to which the Employee may have\n               been entitled on the last day of employment, but had not yet been\n               received; and(iv) the Employee's benefits and rights under any\n               Benefit Plan shall be paid, retained or forfeited in accordance\n               with the terms of such plan; provided, however, that Employer\n               shall have no obligation to make any payments toward these\n               benefits for Employee from and after termination.\n\n               (d) CONSEQUENCES OF TERMINATION BY THE EMPLOYEE FOR ANY REASON\n               OTHER THAN FOR CAUSE OR EMPLOYEE'S DEATH OR DISABILITY. If, upon\n               forty-five (45) days' prior written notice to the Company by the\n               Employee, the Employee's employment is terminated by the Employee\n               prior to September 30, 2002, for any reason other than for cause\n               or Employee's death or disability, (i) subject to Section 6(h)\n               hereof, this Agreement terminates immediately; (ii) Employee or\n               his legal representative or estate, as the case may be, shall be\n               eligible to exercise any options granted and vested, but not\n               exercised pursuant to Section 2(c) hereof at the time of such\n               employment termination, in accordance with the provisions of\n               Section 2(c) hereof and the option agreement referred to therein,\n               and any other options granted to the Employee shall be forfeited;\n               (iii) the Company will pay the Employee, in full satisfaction of\n               all of its compensation (base salary and bonus) obligations under\n               this Agreement, an amount equal to the sum of any base salary due\n               to the Employee through the last day of employment, plus any\n               accrued bonus to which the Employee may have been entitled on the\n               last day of employment, but had not yet been received; and (iv)\n               the Employee's benefits and rights under any Benefit Plan, other\n               than any basic health and medical benefit plan, shall be retained\n               or forfeited in accordance with the terms of such plan; provided,\n               however, that Employer shall have no obligation to make any\n               payments toward these benefits for Employee from and after\n               termination.\n\n               (e) CONSEQUENCES OF TERMINATION BY THE EMPLOYEE FOR CAUSE .\n\n\nEMPLOYMENT AGREEMENT       PAGE 8 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   9\n\n\n                    (1) If, upon forty-five (45) days' prior written notice to\n                    the Company by the Employee, the Employee's employment is\n                    terminated by the Employee prior to September 30, 2002, for\n                    cause (i) subject to Section 6(h) hereof, this Agreement\n                    terminates immediately; (ii) Employee or his legal\n                    representative or estate, as the case may be, shall be\n                    eligible to exercise any options granted and vested pursuant\n                    to Section 2(c) hereof at the time of such employment\n                    termination, plus, if such employment termination does not\n                    occur on September 30 of a given year, those options which\n                    would have vested and become exercisable pursuant to Section\n                    2(c) hereof on the September 30 immediately following such\n                    employment termination, in accordance with the provisions of\n                    Section 2(c) hereof and the option agreement referred to\n                    therein, and any other options granted to the Employee shall\n                    be forfeited; (iii) the Company will pay the Employee, in\n                    full satisfaction of all of its compensation (base salary\n                    and bonus) obligations under this Agreement, an amount equal\n                    to the sum of any base salary due to the Employee through\n                    the last day of employment, plus any accrued bonus to which\n                    the Employee may have been entitled on the last day of\n                    employment, but had not yet been received; (iv) the Company\n                    will pay the Employee, within sixty (60) days of such\n                    termination, a lump sum severance payment equal to one (1)\n                    year's base salary as in effect at the date of employment\n                    termination or the unpaid balance of the annual base salary\n                    which would have been payable to Employee through September\n                    30, 2002, whichever amount shall be less; and (v) the\n                    Employee's benefits and rights under any Benefit Plan, other\n                    than any basic health and medical benefit plan, shall be\n                    paid, retained or forfeited in accordance with the terms of\n                    such plan; provided, however, that Employer shall have no\n                    obligation to make any payments toward these benefits for\n                    Employee from and after termination.\n\n                    (2) Any payment pursuant to clause (e)(1)(iv) above (the\n                    \"Termination Payment\"):\n\n                         a. will be subject to offset for any advances, amounts\n                         receivable, and loans, including accrued interest,\n                         outstanding on the date of the employment termination; \n                         and\n\n                         b. will not be subject to offset on account of any\n                         remuneration paid or payable to the Employee for any\n                         subsequent employment the Employee may obtain, whether\n                         during or after the period during which the Termination\n                         Payment is made, and the Employee shall have no \n                         obligation whatever to seek any subsequent employment.\n\n\nEMPLOYMENT AGREEMENT       PAGE 9 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   10\n\n               (f) CONSEQUENCES OF TERMINATION BY THE COMPANY FOR\n               NON-PERFORMANCE BY THE EMPLOYEE. If the Employee's employment is\n               terminated by the Company prior to September 30, 2002, for\n               non-performance by the Employee (i) subject to Section 6(h)\n               hereof, this Agreement terminates immediately; (ii) Employee or\n               his legal representative or estate, as the case may be, shall be\n               eligible to exercise any options granted and vested but not\n               exercised pursuant to Section 2(c) hereof at the time of such\n               employment termination, in accordance with the provisions of\n               Section 2(c) hereof and the option agreement referred to therein,\n               and any other options granted to the Employee shall be forfeited;\n               (iii) the Company will pay the Employee, in full satisfaction of\n               all of its compensation (base salary and bonus) obligations under\n               this Agreement, an amount equal to the sum of any base salary due\n               to the Employee through the last day of employment, plus any\n               accrued bonus to which the Employee may have been entitled on the\n               last day of employment, but had not yet been received; and (iv)\n               the Employee's benefits and rights under any Benefit Plan, other\n               than any basic health and medical benefit plan, shall be paid,\n               retained or forfeited in accordance with the terms of such plan;\n               provided, however, that Employer shall have no obligation to make\n               any payments toward these benefits for Employee from and after\n               termination.\n\n\nEMPLOYMENT AGREEMENT       PAGE 10 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   11\n\n\n               (g) CONSEQUENCES OF TERMINATION BY THE COMPANY FOLLOWING A CHANGE\n               OF CONTROL.\n\n                    (1) If the Employee's employment is terminated by the\n                    Company prior to September 30, 2002, for any reason other\n                    than for cause (as defined in Section 5(b) hereof) within\n                    one (1) year following a Change of Control, (i) subject to\n                    Section 6(h) hereof, this Agreement terminates immediately;\n                    (ii) Employee or his legal representative or estate, as the\n                    case may be, shall be eligible to exercise any options\n                    granted but not exercised pursuant to Section 2(c) hereof\n                    which options shall be deemed vested as of the date of the\n                    Employee's termination of employment regardless of whether\n                    or not they are in fact otherwise vested pursuant to Section\n                    2(c) hereof on said date, in accordance with the provisions\n                    of Section 2(c) hereof and the option agreement referred to\n                    therein; (iii) the Company will pay the Employee, in full\n                    satisfaction of all of its compensation (base salary and\n                    bonus) obligations under this Agreement, an amount equal to\n                    the sum of any base salary due to the Employee through the\n                    last day of employment, plus any accrued bonus to which the\n                    Employee may have been entitled on the last day of\n                    employment, but had not yet been received; (iv) the Company\n                    will pay the Employee, within sixty (60) days of such\n                    termination, a lump sum severance payment equal to the\n                    unpaid balance of the base salary which would have been\n                    payable to Employee through September 30, 2002; and (v) the\n                    Employee's benefits and rights under any Benefit Plan, other\n                    than any basic health and medical benefit plan, shall be\n                    paid, retained or forfeited in accordance with the terms of\n                    such plan; provided, however, that Employer shall have no\n                    obligation to make any payments toward these benefits for\n                    Employee from and after termination.\n\n                    (2) The term \"Change of Control\" shall have the same meaning\n                    as defined in the Alamosa PCS Holdings, Inc. 1999 Long-Term\n                    Incentive Plan.\n\n                    (3) Any payment pursuant to clause (g)(1)(iv) above (the\n                    \"Termination Payment\"):\n\n                         a. will be subject to offset for any advances, amounts\n                         receivable, and loans, including accrued interest\n                         outstanding on the date of the employment termination; \n                         and\n\n                         b. will not be subject to offset on account of any\n                         remuneration paid or payable to the Employee for any\n                         \n\n\nEMPLOYMENT AGREEMENT       PAGE 11 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   12\n\n\n                         subsequent employment the Employee may obtain, whether\n                         during or after the period during which the Termination\n                         Payment is made, and the Employee shall have no \n                         obligation whatever to seek any subsequent employment.\n\n               (h) PRESERVATION OF CERTAIN PROVISIONS. Notwithstanding any\n               provisions of this Agreement to the contrary, the provisions of\n               Sections 7 through 12 hereof shall survive the expiration or\n               termination of this Agreement as necessary to give full effect to\n               all of the provisions of this Agreement.\n\n     7. NON-COMPETITION BY EMPLOYEE. During the term of this Agreement, the\nEmployee shall not, directly or indirectly, either as an Employee, Employer,\nConsultant, Agent, Principal, Partner, Corporate Officer, Director, Shareholder,\nMember, Investor or in any other individual or representative capacity, engage\nor participate in any business that is in competition in any manner whatever\nwith the business of the Company. For these purposes, the business of the\nCompany is establishing and providing mobile wireless communications services\n(the \"Business\"), including all aspects of the Business, within the Service Area\nas that term is defined in the Schedule of Definitions referred to in and\nincorporated by reference into the Sprint Agreement. Furthermore, upon the\nexpiration of this Agreement or the termination of this Agreement prior to\nSeptember 30, 2002, for any reason, the Employee expressly agrees not to engage\nor participate, directly or indirectly, either as an Employee, Employer,\nConsultant, Agent, Principal, Partner, Stockholder, Corporate Officer, Director,\nShareholder, Member, Investor or in any other individual or representative\ncapacity, for a period of two (2) years in any business that is in competition\nwith the Business and that is located within and\/or doing business within the\nService Area as defined above as in existence during the term of the Employee's\nemployment with the Company. The parties agree that the Company has a legitimate\ninterest in protecting the Business and goodwill of the Company that has\ndeveloped in the areas of the Company's Business and in the geographical areas\nof this Covenant Not To Compete as a result of the operations of the Company.\nThe parties agree that the Company is entitled to protection of its interests in\nthese areas. The parties further agree that the limitations as to time,\ngeographical area, and scope of activity to be restrained do not impose a\ngreater restraint upon Employee than is necessary to protect the goodwill or\nother business interest of the Company. The parties further agree that in the\nevent of a violation of this Covenant Not To Compete, that the Company shall be\nentitled to the recovery of damages from Employee and\/or an injunction against\nEmployee for the breach or violation or continued breach or violation of this\nCovenant. The Employee agrees that if a court of competent jurisdiction\ndetermines that the length of time or any other restriction, or portion thereof,\nset forth in this Section 7 is overly restrictive and unenforceable, the court\nmay reduce or modify such restrictions to those which it deems reasonable and\nenforceable under the circumstances, and as so reduced or modified, the parties\nhereto agree that the restrictions of this Section 7 shall remain in full force\n\n\nEMPLOYMENT AGREEMENT       PAGE 12 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   13\n\n\nand effect. The Employee further agrees that if a court of competent\njurisdiction determines that any provision of this Section 7 is invalid or\nagainst public policy, the remaining provisions of this Section 7 and the\nremainder of this Agreement shall not be affected thereby, and shall remain in\nfull force and effect.\n\n     8. EXCEPTIONS TO NON-COMPETITION COVENANTS. Notwithstanding anything herein\nto the contrary or apparently to the contrary, the following shall not be a\nviolation or breach of the non-competition covenants contained in this\nAgreement. Employee may invest in the securities of any enterprise (but without\notherwise participating in the activities of such enterprise) if (a) such\nsecurities are listed on any national or regional securities exchange or have\nbeen registered under Section 12(g) of the Securities Exchange Act of 1934 and\n(b) the Employee does not beneficially own (as defined in Rule 13d-3 promulgated\nunder the Securities Exchange Act of 1934) in excess of 5% of the outstanding\ncapital stock of such enterprise. In addition, the employment of Employee by CHR\nSolutions, Inc. (\"CHR\"), successor to Hicks &amp; Ragland Engineering Co. Inc. or\nany company or entity into which CHR may be merged or converted shall so long as\nCHR or any such company into which CHR may be merged or converted is not in\ncompetition with the Business also be an exception to the non-competition\ncovenants. Employee's investment in any company or entity in which Employer is\nan owner or stockholder at the time of entering into this Agreement shall also\nbe an exception to the non-competition covenants. The names of these companies\nor entities are shown on the attached Exhibit B, which is incorporated herein by\nthis reference as if copied at length. Notwithstanding the foregoing, the\nEmployee's relationship with other entities or business interests of Employee\nshall in no way interfere with or detract from the duties of the Employee to the\nCompany as called for in this Agreement.\n\n     9. CONFIDENTIAL INFORMATION. The Employee recognizes and acknowledges that\nhe will have access to certain information of members of the Company Group (as\ndefined below) and that such information is confidential and constitutes\nvaluable, special and unique property of such members of the Company Group. The\nparties agree that the Company has a legitimate interest in protecting the\nConfidential Information, as defined below. The parties agree that the Company\nis entitled to protection of its interests in the Confidential Information. The\nEmployee shall not at any time, either during or subsequent to the term of this\nAgreement, disclose to others, use, copy or permit to be copied, except in\npursuance of his duties for an on behalf of the Company, it successors, assigns\nor nominees, any Confidential Information of any member of the Company Group\n(regardless of whether developed by the Employee) without the prior written\nconsent of the Company. Employee acknowledges that the use or disclosure of the\nConfidential Information to anyone or any third party could cause monetary loss\nand damages to the Company. The parties further agree that in the event of a\nviolation of this covenant against non-use and non-disclosure of Confidential\nInformation, that the Company shall be entitled to a recovery of damages from\nEmployee and\/or an injunction against Employee for the breach or violation or\ncontinued breach or violation of this covenant.\n\n\nEMPLOYMENT AGREEMENT       PAGE 13 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   14\n\n\n     As used herein, \"Company Group\" means the Company, and any entity that\ndirectly or indirectly controls, is controlled by, or is under common control\nwith, the Company, and for purposes of this definition \"control\" means the\npossession, directly or indirectly, of the power to direct or cause the\ndirection of the management and policies of such entity, whether through the\nownership of voting securities, by contract or otherwise.\n\n     The term \"Confidential Information\" with respect to any person means any\nsecret or confidential information or know-how and shall include, but shall not\nbe limited to, the plans, financial and operating information, customers,\nsupplier arrangements, contracts, costs, prices, uses, and applications of\nproducts and services, results of investigations, studies or experiments owned\nor used by such person, and all apparatus, products, processes, compositions,\nsamples, formulas, computer programs, computer hardware designs, computer\nfirmware designs, and servicing, marketing or manufacturing methods and\ntechniques at any time used, developed, investigated, made or sold by such\nperson, before or during the term of this Agreement, that are not readily\navailable to the public or that are maintained as confidential by such person.\nThe Employee shall maintain in confidence any Confidential Information of third\nparties received as a result of his employment with the Company in accordance\nwith the Company's obligations to such third parties and the policies\nestablished by the Company.\n\n     10. DELIVERY OF DOCUMENTS UPON TERMINATION. The Employee shall deliver to\nthe Company or its designee at the termination of his employment all\ncorrespondence, memoranda, notes, records, drawings, sketches, plans, customer\nlists, product compositions, and other documents and all copies thereof, made,\ncomposed or received by the Employee, solely or jointly with others, that are in\nthe Employee's possession, custody, or control at termination and that are\nrelated in any manner to the past, present, or anticipated business or any\nmember of the Company Group. In this regard, the Employee hereby grants and\nconveys to the Company all right, title and interest in and to, including\nwithout limitation, the right to possess, print, copy, and sell or otherwise\ndispose of, any reports, records, papers, summaries, photographs, drawings or\nother documents, and writings, and copies, abstracts or summaries thereof, that\nmay be prepared by the Employee or under his direction or that may come into his\npossession in any way during the term of his employment with the Company that\nrelate in any manner to the past, present or anticipated business of any member\nof the Company Group.\n\n     11. DISPUTES. The Company and Employee agree to the following in regard to\nany disputes between them arising under any of the provisions of this Agreement\nother than the provisions of Sections 7 through 10 hereof. Nothing in this\nSection 11 applies to or governs disputes arising under Sections 7 through 10 of\nthis Agreement.\n\n\nEMPLOYMENT AGREEMENT       PAGE 14 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   15\n\n\n          (a) MEDIATION. The Company and Employee agree to mediate any dispute\n          arising under the applicable provisions of this Agreement. In the\n          event of any such dispute, the parties, within thirty (30) days of a\n          written request for mediation, shall attend, in good faith, a\n          mediation in order to make a good faith reasonable effort to resolve\n          such dispute arising under this Agreement. The parties shall attempt,\n          in good faith, to agree to a mediator. If unable to so agree, the\n          parties, in that event, will move to arbitration as provided in this\n          Agreement and there will be no mediation. If this good faith mediation\n          effort fails to resolve any dispute arising under this Agreement, the\n          Company and Employee agree to arbitrate any dispute arising under this\n          Agreement. This arbitration shall occur only after the mediation\n          process described herein.\n\n          (b) ARBITRATION. The Company and Employee agree, as concluded by the\n          parties to this Agreement on the advice of their counsel, and as\n          evidenced by the signatures of the parties and of their respective\n          attorneys, that all questions as to rights and obligations arising\n          under the terms of this Agreement are subject to arbitration and such\n          arbitration shall be governed by the provisions of the Texas General\n          Arbitration Act (Texas Civil Practice and Remedies Code Section\n          171.001 et seq as it may be amended from time to time).\n\n          (c) DEMAND FOR ARBITRATION. If a dispute should arise under this\n          Agreement, either party may within thirty (30) days make a demand for\n          arbitration by filing a demand in writing with the other.\n\n          (d) APPOINTMENT OF ARBITRATORS. The parties to this Agreement may\n          agree on one arbitrator, but in the event that they cannot so agree,\n          there shall be three arbitrators, one named in writing by each of the\n          parties within thirty (30) days after demand for arbitration is made,\n          and a third to be chosen by the two so named. The arbitrators among\n          themselves shall appoint a presiding arbitrator. Should either party\n          fail to timely join in the appointment of the arbitrators, the\n          arbitrators shall be appointed in accordance with the provisions of\n          Texas Civil Practice and Remedies Code Section 171.041.\n\n          (e) HEARING. All arbitration hearings conducted under the terms of\n          this Agreement, and all judicial proceedings to enforce any of the\n          provisions of this Agreement, shall take place in Lubbock County,\n          Texas. The hearing before the arbitrators of the matter to be\n          arbitrated shall be at the time and place within that County selected\n          by the arbitrators or if deemed by the arbitrators to be more\n          convenient for the parties or more economically feasible, may be\n          conducted in any city within the Service Area as referred to in\n          Section 7 hereof or within the State of Texas.\n\n\nEMPLOYMENT AGREEMENT       PAGE 15 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   16\n\n\n          (f) ARBITRATION AWARD. If there is only one arbitrator, his or her\n          decision shall be binding and conclusive. The submission of a dispute\n          to the arbitrators and the rendering of their decision shall be a\n          condition precedent to any right of legal action on the dispute. A\n          judgment confirming the award of the arbitrators may be rendered by\n          any court having jurisdiction; or the court may vacate, modify, or\n          correct the award in accordance with the provisions of the Texas\n          General Arbitration Act (Texas Civil Practice and Remedies Code ss.\n          171.087 et seq as it may be amended from time to time).\n\n          (g) COSTS OF ARBITRATION. The costs and expenses of arbitration,\n          including the fees of the arbitrators but excluding any attorneys'\n          fees, shall be advanced by the Company, but will ultimately be borne\n          by the losing party or in such proportions as the arbitrators shall\n          determine.\n\n          (h) CONDUCT OF ARBITRATION. Any arbitration brought under the terms of\n          this Agreement shall be conducted in the following manner:\n\n               (1) Time Limitations. The parties agree that the following time\n               limitations shall govern the arbitration proceedings conducted\n               under the terms of this Agreement:\n\n                    (a) Any demand for arbitration must be filed within thirty\n                    (30) days of the date the mediation is deemed unsuccessful,\n                    or thirty (30) days after the date of the written request\n                    for mediation, whichever is later.\n\n                    (b) Each party must select an arbitrator within thirty (30)\n                    days of receipt of notice that an arbitration proceeding has\n                    commenced. In the event that no such selection is made, the\n                    arbitrator selected by the other party may conduct the\n                    arbitration proceeding without selecting any other\n                    arbitrator.\n\n                    (c) The hearing must be held within sixty (60) days of the\n                    date on which the third arbitrator is selected.\n\n                    (d) Hearing briefs must be submitted no later than ten (10)\n                    days after the hearing.\n\n                    (e) The arbitration award must be made within thirty (30)\n                    days of the receipt of hearing briefs.\n\n\nEMPLOYMENT AGREEMENT       PAGE 16 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   17\n\n\n               (2) Discovery in Arbitration Proceedings. The parties agree that\n               discovery may be conducted in the course of the arbitration\n               proceeding in accordance with the following provisions:\n\n                    (a) Each party may notice no more than three (3) depositions\n                    in total, including both witnesses adherent to the adverse\n                    party and third-party witnesses.\n\n                    (b) Each party may serve no more than twenty-five (25)\n                    requests for admission on the other party. No requests may\n                    be served within ten (10) days of the date of hearing,\n                    unless the parties otherwise stipulate. All requests for\n                    admission shall be responded to within ten (10) days of\n                    service of the requests, unless the parties otherwise\n                    stipulate.\n\n                    (c) Each party may serve no more than fifty (50)\n                    interrogatories on the other party. No interrogatory shall\n                    contain subparts, or concern more than one topic or subject\n                    of inquiry. Interrogatories may not be phrased so as to\n                    circumvent the effect of this clause. No interrogatories may\n                    be served within ten (10) days of the date of hearing,\n                    unless the parties otherwise stipulate. All interrogatories\n                    shall be responded to within ten (10) days of service of the\n                    interrogatories, unless the parties otherwise stipulate.\n\n                    (d) Each party may serve no more than ten (10) requests for\n                    production of documents on the other party. No request for\n                    production of documents shall contain subparts, or seek more\n                    than one type of document. Requests for production of\n                    documents may not be phrased so as to circumvent the effect\n                    of this clause. Unless the parties otherwise stipulate,\n                    requests for production of documents may not be served\n                    within ten (10) day of the date of hearing, and all requests\n                    for production of documents shall be responded to within ten\n                    (10) days of service of the requests.\n\n                    (e) If any party contends that the other party has served\n                    discovery requests in a manner not permitted by this\n                    Section, or that the other party's response to a discovery\n                    request is unsatisfactory, the party may request the\n                    presiding arbitrator to resolve such discovery disputes. The\n                    presiding arbitrator shall prescribe the procedure by which\n                    such disputes are resolved. Any discovery dispute may be\n                    handled by telephone conference among the parties and the\n                    presiding arbitrator.\n\n\nEMPLOYMENT AGREEMENT       PAGE 17 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   18\n\n\n     12. SUCCESSORS; BINDING AGREEMENT; ASSIGNMENT. The Company shall require\nany successor (whether direct or indirect, by purchase, merger, consolidation or\notherwise) to all or substantially all of the business or assets of the Company\nto expressly assume and agree in writing to perform this Agreement in the same\nmanner and to the same extent that the Company would be required to perform it\nif no such succession had taken place, provided that the Employee must be given\nthe position as the Chief Executive Officer (\"CEO\") with the same authority,\npowers and responsibilities set forth in Section 1 hereof with respect to the\nsubsidiary or subdivision which operates the business of the Company as it\nexists on the date of such business combination. Failure of the Company to\nobtain such express assumption and agreement at or prior to the effectiveness of\nany such succession shall be a breach of this Agreement and shall entitle the\nEmployee to compensation and benefits from the Company in the same amount and on\nthe same terms to which the Employee would be entitled hereunder if the Company\nterminated the Employee's employment without Cause, except that all options will\nbe immediately vested. For purposes of implementing the foregoing, the date on\nwhich any such succession becomes effective shall be deemed the date of\ntermination. As used in this Agreement, \"Company\" shall mean the Company as\nhereinbefore defined and any successor to its business or assets as aforesaid\nwhich assumes and agrees to perform this Agreement by operation of law, or\notherwise. The Company may not assign this Agreement, (i) except in connection\nwith, and to the acquiror of, all or substantially all of the business or assets\nof the Company, provided such acquiror expressly assumes and agrees in writing\nto perform this Agreement as provided in this Section, and (ii) except in\nconnection with the Company becoming a wholly-owned subsidiary of Holdings, in\nwhich event the Company may assign this Agreement and all of the Company's\nrights and obligations hereunder to Holdings. The Employee may not assign his\nrights or delegate his duties or obligations under this Agreement.\n\n     13. NOTICE. Any notices or other communications required or permitted to be\ngiven hereunder shall be in writing and shall be deemed to have been duly made\nor given when hand delivered, one (1) business day after being transmitted by\ntelecopier (confirmed by mail) or sent by overnight courier against receipt, or\nfive (5) days after being mailed by registered or certified mail, postage\nprepaid, return receipt requested, to the party to whom such communication is\ngiven at the address set forth below, which address may be changed by notice\ngiven in accordance with this Section:\n\n     If to the Company:                   Alamosa PCS LLC\n                                          4403 Brownfield Highway\n                                          Lubbock, Texas  79407\n                                          Attn:  David E. Sharbutt, Chairman\n\n\nEMPLOYMENT AGREEMENT       PAGE 18 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   19\n\n\n     With Copy to:                        Jack McCutchin, Jr.\n                                          Crenshaw, Dupree &amp; Milam, L.L.P.\n                                          P. O. Box 1499\n                                          Lubbock, Texas 79408-1499\n\n     If to the Employee:                  David E. Sharbutt\n                                          4606 91st Street\n                                          Lubbock, Texas  79424\n\n     With Copy to:                        Bill Harriger\n                                          Murchison Hund &amp; Harriger, L.L.P.\n                                          Post Office Box 54390\n                                          Lubbock, Texas 79453-4390\n\n     14. MISCELLANEOUS.\n\n          (a) SEVERABILITY. If any provision of this Agreement shall be declared\n          to be invalid or unenforceable, in whole or in part, such invalidity\n          or unenforceability shall not affect the remaining provisions hereof\n          which shall remain in full force and effect.\n\n          (b) NO ORAL MODIFICATION, WAIVER OR DISCHARGE. No provisions of this\n          Agreement may be modified, waived or discharged orally, but only by a\n          waiver, modification or discharge in writing signed by the Employee\n          and such officer as may be designated by the Board of Managers of the\n          Company to execute such a waiver, modification or discharge. No waiver\n          by either party hereto at any time of any breach by the other party\n          hereto of, or failure to be in compliance with, any condition or\n          provision of this Agreement to be performed by such other party shall\n          be deemed a waiver of similar or dissimilar provisions or conditions\n          at the time or at any prior or subsequent time. No agreements or\n          representations, oral or otherwise, express or implied, with respect\n          to the subject matter hereof have been made by either party which are\n          not expressly set forth in this Agreement or in the documents attached\n          as Exhibits to this Agreement.\n\n          (c) INVALID PROVISIONS. Should any portion of this Agreement be\n          adjudged or held to be invalid, unenforceable or void, such holding\n          shall not have the effect of invalidating or voiding the remainder of\n          this Agreement and the parties hereby agree that the portion so held\n          invalid, unenforceable or void shall, if possible, be deemed amended\n          or reduced in scope, or otherwise be stricken from this Agreement to\n          the extent required for the purposes of validity and enforcement\n          thereof.\n\n\nEMPLOYMENT AGREEMENT       PAGE 19 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   20\n\n\n          (d) ENTIRE AGREEMENT. This Agreement and the Exhibits attached hereto\n          represent the entire agreement of the parties and shall supersede any\n          and all previous contracts, arrangements or understandings, express or\n          implied, between the Employee and the Company with respect to the\n          subject matter hereof.\n\n          (e) SECTION HEADINGS FOR CONVENIENCE ONLY. The section headings herein\n          are for the purpose of convenience only and are not intended to define\n          or limit the contents of any section.\n\n          (f) EXECUTION IN COUNTERPARTS. The parties may sign this Agreement in\n          counterparts, all of which shall be considered one and the same\n          instrument.\n\n          (g) GOVERNING LAW AND PERFORMANCE. This Agreement shall be governed by\n          the laws of the State of Texas and shall be deemed to be executed in\n          and performance called for in Lubbock, Lubbock County, Texas, or at\n          the Company's sole option, by the laws of the state or states where\n          this Agreement may be at issue in any litigation involving the\n          Company.\n\n     DATED this 18th day of January, 2000, to be effective October 1, 1999.\n\n                              COMPANY\n\n                              ALAMOSA PCS LLC\n\n\n                              By:    \/s\/ SCOTTY HART\n                                     -------------------------------------\n                              Name:      Scotty Hart\n                                     -------------------------------------\n                              Title:     Director, by authority of the \n                                         Board of Directors\n                                     -------------------------------------\n\n\n\n                              EMPLOYEE\n\n                              \/s\/ DAVID E. SHARBUTT\n                              ---------------------------------------\n                              DAVID E. SHARBUTT\n\n\nEMPLOYMENT AGREEMENT       PAGE 20 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n   21\n\n\nApproved as to the mediation and arbitration provisions in Paragraph 12 above.\n\n                              CRENSHAW, DUPREE &amp; MILAM, L.L.P.\n\n\n                              By: \/s\/ JACK McCUTCHIN, JR.\n                                 ------------------------------------\n                                 JACK McCUTCHIN, JR.\n                                 Attorneys for Alamosa PCS LLC\n                              \n                                  \/s\/ BILL HARRIGER\n                                 ---------------------------------------\n                                 BILL HARRIGER\n                                 Attorney for Employee\n\n\n\nAttachment:    Exhibit \"A\" - The Minimum, Expected and Exceptional Milestones \n               for the Third Quarter and Fourth Quarter of 1999 as adopted by\n               the Board of Managers of the Company\n\n               Exhibit \"B\" - List of Companies or Entities Excepted from\n               Covenants\n\n\nEMPLOYMENT AGREEMENT       PAGE 21 OF 22\nALAMOSA PCS LLC and David E. Sharbutt\n\n\n<type>EX-10.21\n<sequence>11\n<description>EMPLOYMENT AGREEMENT-KENDALL COWAN\n\n   1\n                                                                   EXHIBIT 10.21\n\n                              EMPLOYMENT AGREEMENT\n\n         This Employment Agreement (this \"Agreement\") is entered into this date\nby and between ALAMOSA PCS, LLC, a Texas Limited Liability Company, having its\nprincipal executive office located at 4403 Brownfield Highway, Lubbock, Texas\n79407 (the \"Company\"), and KENDALL COWAN, an individual residing at 8402\nVicksburg, Lubbock, Texas (the \"Employee\").\n\n                                   WITNESSETH:\n\n         WHEREAS, the parties are entering into this Agreement to set forth and\nconfirm their respective rights and obligations with respect to the Employee's\nemployment by the Company.\n\n         NOW, THEREFORE, in consideration of the mutual covenants herein\ncontained, the parties hereto mutually agree as follows:\n\n         1. EMPLOYMENT; TERM; DUTIES. The Company hereby employs the Employee as\nChief Financial Officer (\"CFO\"). The term of the Employee's employment, pursuant\nto this Agreement, will commence on December 1, 1999, (the \"Commencement Date\")\nand will continue until November 30, 2004, or the termination of this Agreement\nas described in Section 6 hereof, whichever shall occur first. The Employee\nhereby accepts such employment, and agrees to devote his full time and effort to\nthe business and affairs of the Company with such duties consistent with the\nEmployee's position as may be assigned to him from time to time by the Board of\nManagers of the Company and\/or the Chief Executive Officer (\"CEO\") of the\nCompany. The CFO shall report to the CEO of the Company. Notwithstanding the\nforegoing, the Company acknowledges that the Employee has other business\ninterests and ownerships as well as serving on the Boards of Directors of other\ncompanies in which the Employee is a stockholder or owner. Subject to the\nprovisions of Sections 8 through 11 hereof, the Company acknowledges and\nconsents to the continuation of these ownerships and relationships, provided\nthey do not interfere with the Employee's duties under this Agreement.\nNotwithstanding anything to the contrary in this Agreement, nothing in this\nAgreement shall be deemed to impose any obligation on the Company or any of its\nsubsidiaries to continue to employ the Employee, or on the Employee to remain in\nthe employ of the Company or any of its subsidiaries.\n\n         2. COMPENSATION. In consideration of all services rendered by the\nEmployee as CFO during the term of his employment, pursuant to this Agreement,\nthe Company will provide the Employee with the following compensation:\n\n                  (a) BASE SALARY. The Company will pay the Employee a base\n                  salary at the annual rate of $150,000.00, payable periodically\n                  but no less often than semi-monthly, in substantially equal\n                  amounts, in accordance with the \n\nEmployment Agreement       PAGE 1 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   2\n\n\n                  Company's payroll practices from time to time in effect. The\n                  Company will review the Employee's base salary at least once\n                  each year and may, in its discretion, increase the Employee's\n                  base salary.\n\n                  (b) BONUS. In addition to the Employee's base salary, the\n                  Employee shall be eligible to receive a bonus (a \"Quarterly\n                  Bonus\") for each calendar quarter in an amount, if any,\n                  determined as follows: In each calendar quarter, beginning\n                  with the quarter ending December 31, 1999, Employee's\n                  Quarterly Bonus shall be equal to the sum of (1) plus (2) as\n                  follows:\n\n                                            (1) $18,750.00 multiplied by the\n                           percentage set forth opposite each Expected Milestone\n                           set forth in the attached EXHIBIT \"A\", incorporated\n                           herein by reference, which is achieved for that\n                           calender quarter.\n\n                           (2) $18,750.00 multiplied by the percentage set forth\n                           opposite each Exceptional Milestone set forth in\n                           EXHIBIT \"A\" which is achieved for that calendar\n                           quarter.\n\n                  If any particular Expected Milestone or Exceptional Milestone\n                  is not achieved for any calendar quarter, that percentage\n                  share of the dollar amount specified in (1) or (2) above, as\n                  the case may be, shall not be payable as part of the Quarterly\n                  Bonus. The Expected Milestones, Exceptional Milestones and\n                  percentages set forth on EXHIBIT \"A\" may be changed by the\n                  Company at any time and from time to time, but any such change\n                  shall not apply earlier than the calendar quarter following\n                  the calendar quarter in which such change is made by the\n                  Company and communicated to the Employee.\n\n                  Any Quarterly Bonus owing to the Employee shall be paid within\n                  forty-five (45) days following the end of the applicable\n                  calendar quarter.\n\n                  (c) UNIT OPTIONS. If, on June 30, 2000, the Company has not\n                  become a wholly-owned subsidiary of Alamosa PCS Holdings,\n                  Inc., a Delaware corporation (\"Holdings\"), then on said date\n                  the Company will convert the membership interests in the\n                  Company to forty-eight million five hundred thousand\n                  (48,500,000) membership units, and shall grant to the Employee\n                  options to purchase membership units in the Company as\n                  follows:\n\n                           (1) Option. An option (the \"Option\") to purchase one\n                           million four hundred fifty-five thousand (1,455,000)\n                           membership units in the Company at a per unit\n                           purchase price equal to Fifteen Dollars ($15.00),\n                           said Option, subject to Section 7 hereof, to vest and\n                           be \n\n\nEmployment Agreement       PAGE 2 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   3\n\n                           exercisable by the Employee in five (5) equal\n                           installments of two hundred ninety-one thousand\n                           (291,000) membership units each on November 30, 2000,\n                           November 30, 2001, November 30, 2002, November 30,\n                           2003, and November 30, 2004, respectively, and\n                           thereafter be exercisable at any time until January\n                           5, 2009, in accordance with the option agreement to\n                           be entered into between the Company and the Employee\n                           as of July 31, 2000, upon terms and conditions\n                           substantially similar to the terms and conditions of\n                           the Nonqualified Stock Option Agreement entered into\n                           by the Employee pursuant to the Alamosa PCS Holdings,\n                           Inc. 1999 Long-Term Incentive Plan.\n\nThe Employee will receive no additional compensation for serving the Company in\nany other capacity.\n\n         3. EMPLOYEE BENEFITS. The Employee will be entitled to participate in\nall incentive, retirement, profit-sharing, life, medical, disability and other\nbenefit plans and programs (collectively \"Benefit Plans\") as are from time to\ntime generally available to other executives of the Company with comparable\nresponsibilities, subject to the provisions of those programs. Without limiting\nthe generality of the foregoing, the Company will provide the Employee with\nbasic health and medical benefits on the terms that such benefits are provided\nto other executives of the Company with comparable responsibilities. The\nEmployee will also be entitled to holidays, sick leave and vacation in\naccordance with the Company's policies as they may change from time to time, but\nin no event shall the Employee be entitled to less than four (4) weeks paid\nvacation per year.\n\n         4. ADDITIONAL BENEFITS FOR EMPLOYEE. The Employee is a licensed\nCertified Public Accountant. The Company acknowledges that it would be in the\nbest interest of the Company for the Employee to maintain such license. As\nadditional benefits to the Employee under this Agreement related to such\nlicense, the Company agrees to either pay directly or reimburse the Employee\nduring the term of this Agreement for each of the following:\n\n                  (a) Continuing Professional Education (CPE). The Employee is\n                  required to maintain CPE classes. The Company will pay or\n                  reimburse the costs of such classes sufficient for Employee to\n                  maintain his license, but such payment shall be limited to the\n                  cost of such classes (i.e. tuition and books) and the direct\n                  costs associated with such classes, such as travel to and from\n                  and housing, including hotel and meals for the Employee only.\n\n\nEmployment Agreement       PAGE 3 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   4\n\n                  (b) Dues and Licenses. The Company will pay or reimburse the\n                  Employee for all professional dues and licenses attributable\n                  to the Employee's license, including but not limited to the\n                  following:\n\n                           (1)  Texas Society of CPAs;\n                           \n                           (2)  American Institute of CPAs; and\n\n                           (3)  Annual License Fees, Texas State Board of\n                                Accountancy.\n\n         5. EXPENSES.\n\n                  (a) Reimbursement for Expenses. The Company will promptly\n                  reimburse the Employee, in accordance with the Company's\n                  policies and practices in effect from time to time, for all\n                  expenses reasonably incurred by the Employee in performance of\n                  the Employee's duties under this Agreement, including\n                  reimbursement for miles driven by the Employee in furtherance\n                  of the Company's business (\"Business Mileage\").\n\n                           (1) Reimbursement for Business Mileage shall be at\n                           the standard mileage rate allowed by the Internal\n                           Revenue Service (\"IRS\") for the taxable year and set\n                           forth in the appropriate IRS publication.\n\n                           (2) Business mileage does not include commuting from\n                           Employee's residence to the Company's headquarters.\n\n                           (3) Employee is responsible for proper substantiation\n                           and reporting of Business Mileage and\/or actual\n                           expenses.\n\n                           (4) Employee acknowledges that the payment to him of\n                           a monthly vehicle allowance plus the standard mileage\n                           rate may result in taxable income if the business\n                           portion of actual automobile expenses is less than\n                           the total amount paid to employee under this\n                           subsection, or if employee does not maintain the\n                           records required by the Internal Revenue Code and the\n                           Regulations thereunder. Employee has been advised to\n                           consult a tax advisor to determine the taxability of\n                           payments under this subsection, and the record\n                           keeping requirements associated with the travel and\n                           expenses associated with such payments.\n\n                  (b) Expense Allowance. In addition to reimbursed expenses,\n                  Employee is entitled to $600.00 per month as a vehicle\n                  allowance.\n\n         6. TERMINATION. The Employee's employment by the Company: (a) shall\nterminate upon the Employee's death or disability (as defined below); (b) may be\nterminated by the Company for any reason other than cause or nonperformance at\nany \n\n\nEmployment Agreement       PAGE 4 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   5\n\ntime; (c) may be terminated by the Company for cause (as defined below) at any\ntime; (d) may be terminated by the Employee, without cause at any time upon\nforty-five (45) days' prior written notice delivered by the Employee to the\nCompany; (e) may be terminated by the Employee for cause (as defined below) at\nany time upon forty-five (45) days' prior written notice delivered by the\nEmployee to the Company; and (f) may be terminated by the Company for\nnon-performance by the Employee at any time.\n\n                  (a) The term \"disability\" means the determination under the\n                  Company's Long-Term Disability Plan that the Employee is\n                  eligible to receive a disability benefit.\n\n                  (b) The term \"cause\" in the event of termination of the\n                  Employee's employment by the Company means (i) any breach of\n                  Sections 8 or 10 of this Agreement by Employee which has a\n                  materially adverse effect on the Company and which is not or\n                  cannot be cured within thirty (30) days after notice from the\n                  CEO or the Board of Managers of the Company thereof; (ii)\n                  commission of any act of fraud, embezzlement or dishonesty by\n                  the Employee that is materially and demonstrably injurious to\n                  the Company; (iii) any act or omission by Employee which\n                  constitutes a uncured default or breach of that certain Sprint\n                  PCS Management Agreement dated July 17, 1998 and as it may be\n                  amended from time to time or any other similar Sprint\n                  Management Agreement to which the Company or any of its\n                  affiliates or subsidiaries may be a party (\"the Sprint\n                  Agreement\"); or (iv) any other intentional misconduct by the\n                  Employee adversely affecting the business or affairs of the\n                  Company in a material manner. The term \"intentional misconduct\n                  by the Employee adversely affecting the business or affairs of\n                  the Company\" shall mean such misconduct that is detrimental to\n                  the business or the reputation of the Company as it is\n                  perceived both by the general public and the\n                  telecommunications industry.\n\n                  (c) The term \"cause\" in the event of termination of the\n                  Employee's employment by the Employee means (i) a dispute\n                  between the Company and the Employee over accounting issues\n                  provided, however, any such dispute shall not constitute\n                  \"cause\" if the Company, at its own expense, elects to have a\n                  nationally recognized public accounting firm resolve the\n                  accounting issue dispute and such accounting firm agrees with\n                  the Company's position regarding such accounting issue; (ii)\n                  termination of employment by the Employee at any time more\n                  than six (6) months after the date of termination by the\n                  Company for any reason of the employment of David Sharbutt as\n                  Chief Executive Officer of the Company (\"Sharbutt's\n                  Termination\"), provided the Employee, within sixty (60) days\n                  of the date of Sharbutt's Termination, notifies the Company in\n                  writing of his intention to terminate employment under this\n                  provision and specifies in such notice his date of employment\n                  termination; (iii) the requirement by the Company of \n\nEmployment Agreement       PAGE 5 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   6\n\n                  the relocation of the Employee from Lubbock, Texas; (iv) the\n                  change in job responsibilities of the Employee resulting in\n                  the demotion of the Employee from the position of CFO, which\n                  demotion is caused by something other than would be cause for\n                  termination of the Employee's employment by the Company for\n                  cause and other than the non-performance of the Employee as\n                  defined later herein; or (v) the failure of the Company to\n                  complete its initial public offering (IPO) on or before\n                  December 31, 2000.\n\n                  (d) The term \"non-performance by the Employee\" in the event of\n                  termination of the Employee's employment by the Company means\n                  the determination by a super-majority (greater than 75%) of\n                  the members of the Board of Managers of the Company, in their\n                  sole and absolute discretion, that the Employee is not\n                  performing his duties under this Agreement after the CEO or\n                  the Board of Managers of the Company has delivered to the\n                  Employee written notice which specifically identifies the\n                  manner in which the CEO or the Board believes he is not\n                  performing his duties and which is not or cannot be cured\n                  within 15 days after such written notice is delivered to the\n                  Employee.\n\n         7. CONSEQUENCES OF TERMINATION.\n\n                  (a) CONSEQUENCES OF TERMINATION ON EMPLOYEE'S DEATH OR\n                  DISABILITY. If the Employee's employment is terminated prior\n                  to November 30,2004, because of the Employee's death or\n                  disability, (i) subject to Section 7(g) hereof, this Agreement\n                  terminates immediately; (ii) Employee or his legal\n                  representative or estate, as the case may be, shall be\n                  eligible to exercise any options granted and vested pursuant\n                  to Section 2(c) hereof at the time of such death or\n                  disability, plus, if such death or disability does not occur\n                  on November 30 of a given year, a fractional portion of those\n                  options which would have vested and become exercisable\n                  pursuant to Section 2(c) hereof on the November 30 immediately\n                  following such death or disability based on a fraction whose\n                  numerator is the number of months (including the month in\n                  which the date of death or disability occurs) since the\n                  previous November 30 and whose denominator is twelve (12), in\n                  accordance with the provisions of Section 2(c) hereof and the\n                  option agreement referred to therein, and any other options\n                  granted to the Employee shall be forfeited; (iii) the Company\n                  will pay the Employee, or his legal representative or estate,\n                  as the case may be, in full satisfaction of all of its\n                  compensation (base salary and bonus) obligations under this\n                  Agreement, an amount equal to the sum of any base salary due\n                  to the Employee through the last day of employment, plus any\n                  accrued bonus to which the Employee may have been entitled on\n                  the last day of employment, but had not yet been received; and\n                  (iv) the Employee's benefits and rights under any Benefit Plan\n                  shall be paid, retained or \n\n\nEmployment Agreement       PAGE 6 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   7\n\n                  forfeited in accordance with the terms of such plan; provided,\n                  however, that Employer shall have no obligation to make any\n                  payments toward these benefits for Employee from and after\n                  termination.\n\n                  (b) CONSEQUENCES OF TERMINATION BY THE COMPANY FOR ANY REASON\n                  OTHER THAN FOR CAUSE OR FOR NON-PERFORMANCE OF EMPLOYEE.\n                  \n                           (1) If the Employee's employment is terminated by the\n                           Company prior to November 30, 2004, for any reason\n                           other than for cause or non-performance of Employee,\n                           (i) subject to Section 7(g) hereof, this Agreement\n                           terminates immediately; (ii) Employee or his legal\n                           representative or estate, as the case may be, shall\n                           be eligible to exercise any options granted but not\n                           exercised pursuant to Section 2(c) hereof, which\n                           options shall be deemed vested as of the date of the\n                           Employee's termination of employment regardless of\n                           whether or not they are in fact otherwise vested\n                           pursuant to Section 2(c) hereof on said date, in\n                           accordance with the provisions of Section 2(c) hereof\n                           and the option agreement referred to therein; (iii)\n                           the Company will pay the Employee, in full\n                           satisfaction of all of its compensation (base salary\n                           and bonus) obligations under this Agreement, an\n                           amount equal to the sum of any base salary due to the\n                           Employee through the last day of employment, plus any\n                           accrued bonus to which the Employee may have been\n                           entitled on the last day of employment, but had not\n                           yet been received; (iv) the Company will pay the\n                           Employee, within sixty (60) days of such termination,\n                           a lump sum severance payment equal to one (1) year's\n                           base salary as in effect at the date of employment\n                           termination; and (v) the Employee's benefits and\n                           rights under any Benefit Plan, other than any basic\n                           health and medical benefit plan, shall be paid,\n                           retained or forfeited in accordance with the terms of\n                           such plan; provided, however, that Employer shall\n                           have no obligation to make any payments toward these\n                           benefits for Employee from and after termination.\n\n                           (2) Any payment pursuant to clause (b)(1)(iv) above\n                           (the \"Termination Payment\"):\n\n                                    a. will be subject to offset for any\n                                    advances, amounts receivable, and loans,\n                                    including accrued interest, outstanding on\n                                    the date of the employment termination; and\n\n                                    b. will not be subject to offset on account\n                                    of any remuneration paid or payable to the\n                                    Employee for any subsequent employment the\n                                    Employee may obtain, whether\n\n\nEmployment Agreement       PAGE 7 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   8\n                                    during or after the period during which the\n                                    Termination Payment is made, and the\n                                    Employee shall have no obligation whatever\n                                    to seek any subsequent employment.\n\n                  (c) CONSEQUENCES OF TERMINATION FOR CAUSE BY THE COMPANY. If\n                  the Employee's employment is terminated by the Company prior\n                  to November 30, 2004, for cause, (i) subject to Section 7(g)\n                  hereof, this Agreement terminates immediately; (ii) Employee\n                  shall not be eligible to exercise and shall forfeit any\n                  options granted (whether or not vested) pursuant to Section\n                  2(c) hereof at the time of such employment termination that\n                  have not already been exercised by the Employee at the time of\n                  such employment termination; (iii) the Company will pay the\n                  Employee, in full satisfaction of all of its compensation\n                  (base salary and bonus) obligations under this Agreement, an\n                  amount equal to the sum of any base salary due to the Employee\n                  through the last day of employment, plus any accrued bonus to\n                  which the Employee may have been entitled on the last day of\n                  employment, but had not yet been received; and(iv) the\n                  Employee's benefits and rights under any Benefit Plan shall be\n                  paid, retained or forfeited in accordance with the terms of\n                  such plan; provided, however, that Employer shall have no\n                  obligation to make any payments toward these benefits for\n                  Employee from and after termination.\n\n                  (d) CONSEQUENCES OF TERMINATION BY THE EMPLOYEE FOR ANY REASON\n                  OTHER THAN FOR CAUSE OR EMPLOYEE'S DEATH OR DISABILITY. If,\n                  upon forty-five (45) days' prior written notice to the Company\n                  by the Employee, the Employee's employment is terminated by\n                  the Employee prior to November 30, 2004, for any reason other\n                  than for cause or Employee's death or disability, (i) subject\n                  to Section 7(g) hereof, this Agreement terminates immediately;\n                  (ii) Employee or his legal representative or estate, as the\n                  case may be, shall be eligible to exercise any options granted\n                  and vested, but not exercised pursuant to Section 2(c) hereof\n                  at the time of such employment termination, in accordance with\n                  the provisions of Section 2(c) hereof and the option agreement\n                  referred to therein, and any other options granted to the\n                  Employee shall be forfeited; (iii) the Company will pay the\n                  Employee, in full satisfaction of all of its compensation\n                  (base salary and bonus) obligations under this Agreement, an\n                  amount equal to the sum of any base salary due to the Employee\n                  through the last day of employment, plus any accrued bonus to\n                  which the Employee may have been entitled on the last day of\n                  employment, but had not yet been received; and (iv) the\n                  Employee's benefits and rights under any Benefit Plan, other\n                  than any basic health and medical benefit plan, shall be\n                  retained or forfeited in accordance with the terms of such\n                  plan; provided, however, that Employer shall have no\n                  \n\nEmployment Agreement       PAGE 8 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   9\n\n                  obligation to make any payments toward these benefits for\n                  Employee from and after termination.\n\n                  (e) CONSEQUENCES OF TERMINATION BY THE EMPLOYEE FOR CAUSE.\n\n                           (1) If, upon forty-five (45) days' prior written\n                           notice to the Company by the Employee, the Employee's\n                           employment is terminated by the Employee prior to\n                           November 30, 2004, for cause (i) subject to Section\n                           7(g) hereof, this Agreement terminates immediately;\n                           (ii) Employee or his legal representative or estate,\n                           as the case may be, shall be eligible to exercise any\n                           options granted and vested pursuant to Section 2(c)\n                           hereof at the time of such employment termination,\n                           plus, if such employment termination does not occur\n                           on November 30 of a given year, those options which\n                           would have vested and become exercisable pursuant to\n                           Section 2(c) hereof on the November 30 immediately\n                           following such employment termination, in accordance\n                           with the provisions of Section 2(c) hereof and the\n                           option agreement referred to therein, and any other\n                           options granted to the Employee shall be forfeited;\n                           (iii) the Company will pay the Employee, in full\n                           satisfaction of all of its compensation (base salary\n                           and bonus) obligations under this Agreement, an\n                           amount equal to the sum of any base salary due to the\n                           Employee through the last day of employment, plus any\n                           accrued bonus to which the Employee may have been\n                           entitled on the last day of employment, but had not\n                           yet been received; (iv) the Company will pay the\n                           Employee, within sixty (60) days of such termination,\n                           a lump sum severance payment equal to one (1) year's\n                           base salary as in effect at the date of employment\n                           termination or the unpaid balance of the annual base\n                           salary which would have been payable to Employee\n                           through November 30, 2004, whichever amount shall be\n                           less; and (v) the Employee's benefits and rights\n                           under any Benefit Plan, other than any basic health\n                           and medical benefit plan, shall be paid, retained or\n                           forfeited in accordance with the terms of such plan;\n                           provided, however, that Employer shall have no\n                           obligation to make any payments toward these benefits\n                           for Employee from and after termination.\n\n                           (2) Any payment pursuant to clause (e)(1)(iv) above\n                           (the \"Termination Payment\"):\n\n                                    a. will be subject to offset for any\n                                    advances, amounts receivable, and loans,\n                                    including accrued interest, outstanding on\n                                    the date of the employment termination; and\n\n\nEmployment Agreement       PAGE 9 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   10\n\n                                    b. will not be subject to offset on account\n                                    of any remuneration paid or payable to the\n                                    Employee for any subsequent employment the\n                                    Employee may obtain, whether during or after\n                                    the period during which the Termination\n                                    Payment is made, and the Employee shall have\n                                    no obligation whatever to seek any\n                                    subsequent employment.\n\n                  (f) CONSEQUENCES OF TERMINATION BY THE COMPANY FOR\n                  NON-PERFORMANCE BY THE EMPLOYEE. If the Employee's employment\n                  is terminated by the Company prior to November 30, 2004, for\n                  non-performance by the Employee (i) subject to Section 7(g)\n                  hereof, this Agreement terminates immediately; (ii) Employee\n                  or his legal representative or estate, as the case may be,\n                  shall be eligible to exercise any options granted and vested\n                  but not exercised pursuant to Section 2(c) hereof at the time\n                  of such employment termination, in accordance with the\n                  provisions of Section 2(c) hereof and the option agreement\n                  referred to therein, and any other options granted to the\n                  Employee shall be forfeited; (iii) the Company will pay the\n                  Employee, in full satisfaction of all of its compensation\n                  (base salary and bonus) obligations under this Agreement, an\n                  amount equal to the sum of any base salary due to the Employee\n                  through the last day of employment, plus any accrued bonus to\n                  which the Employee may have been entitled on the last day of\n                  employment, but had not yet been received; and (iv) the\n                  Employee's benefits and rights under any Benefit Plan, other\n                  than any basic health and medical benefit plan, shall be paid,\n                  retained or forfeited in accordance with the terms of such\n                  plan; provided, however, that Employer shall have no\n                  obligation to make any payments toward these benefits for\n                  Employee from and after termination.\n\n                  (g) PRESERVATION OF CERTAIN PROVISIONS. Notwithstanding any\n                  provisions of this Agreement to the contrary, the provisions\n                  of Sections 8 through 13 hereof shall survive the expiration\n                  or termination of this Agreement as necessary to give full\n                  effect to all of the provisions of this Agreement.\n\n         8. NON-COMPETITION BY EMPLOYEE. During the term of this Agreement, the\nEmployee shall not, directly or indirectly, either as an Employee, Employer,\nConsultant, Agent, Principal, Partner, Corporate Officer, Director, Shareholder,\nMember, Investor or in any other individual or representative capacity, engage\nor participate in any business that is in competition in any manner whatever\nwith the business of the Company. For these purposes, the business of the\nCompany is establishing and providing mobile wireless communications services\n(the \"Business\"), including all aspects of the Business within the Service Area\nas that term is defined in the Schedule of Definitions referred to in and\nincorporated by reference into the Sprint Agreement. Furthermore, \n\n\nEmployment Agreement       PAGE 10 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   11\n\nupon the expiration of this Agreement or the termination of this Agreement prior\nto November 30, 2004, for any reason, the Employee expressly agrees not to\nengage or participate, directly or indirectly, either as an Employee, Employer,\nConsultant, Agent, Principal, Partner, Stockholder, Corporate Officer, Director,\nShareholder, Member, Investor or in any other individual or representative\ncapacity, for a period of two (2) years in any business that is in competition\nwith the Business and that is located within and\/or doing business within the\nService Area as defined above as in existence during the term of the Employee's\nemployment with the Company. The parties agree that the Company has a legitimate\ninterest in protecting the Business and goodwill of the Company that has\ndeveloped in the areas of the Company's Business and in the geographical areas\nof this Covenant Not To Compete as a result of the operations of the Company.\nThe parties agree that the Company is entitled to protection of its interests in\nthese areas. The parties further agree that the limitations as to time,\ngeographical area, and scope of activity to be restrained do not impose a\ngreater restraint upon Employee than is necessary to protect the goodwill or\nother business interest of the Company. The parties further agree that in the\nevent of a violation of this Covenant Not To Compete, that the Company shall be\nentitled to the recovery of damages from Employee and\/or an injunction against\nEmployee for the breach or violation or continued breach or violation of this\nCovenant. The Employee agrees that if a court of competent jurisdiction\ndetermines that the length of time or any other restriction, or portion thereof,\nset forth in this Section 8 is overly restrictive and unenforceable, the court\nmay reduce or modify such restrictions to those which it deems reasonable and\nenforceable under the circumstances, and as so reduced or modified, the parties\nhereto agree that the restrictions of this Section 8 shall remain in full force\nand effect. The Employee further agrees that if a court of competent\njurisdiction determines that any provision of this Section 8 is invalid or\nagainst public policy, the remaining provisions of this Section 8 and the\nremainder of this Agreement shall not be affected thereby, and shall remain in\nfull force and effect.\n\n         9. EXCEPTIONS TO NON-COMPETITION COVENANTS. Notwithstanding anything\nherein to the contrary or apparently to the contrary, the following shall not be\na violation or breach of the non-competition covenants contained in this\nAgreement. Employee may invest in the securities of any enterprise (but without\notherwise participating in the activities of such enterprise) if (a) such\nsecurities are listed on any national or regional securities exchange or have\nbeen registered under Section 12(g) of the Securities Exchange Act of 1934 and\n(b) the Employee does not beneficially own (as defined in Rule 13d-3 promulgated\nunder the Securities Exchange Act of 1934) in excess of 5% of the outstanding\ncapital stock of such enterprise. Employee's investment in any company or entity\nin which Employer is an owner or stockholder at the time of entering into this\nAgreement shall also be an exception to the non-competition covenants. The names\nof these companies or entities are shown on the attached Exhibit B, which is\nincorporated herein by this reference as if copied at length. Notwithstanding\nthe foregoing, the Employee's relationship with other entities or business\ninterests of \n\n\nEmployment Agreement       PAGE 11 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   12\n\nEmployee shall in no way interfere with or detract from the duties of the\nEmployee to the Company as called for in this Agreement.\n\n         10. CONFIDENTIAL INFORMATION. The Employee recognizes and acknowledges\nthat he will have access to certain information of members of the Company Group\n(as defined below) and that such information is confidential and constitutes\nvaluable, special and unique property of such members of the Company Group. The\nparties agree that the Company has a legitimate interest in protecting the\nConfidential Information, as defined below. The parties agree that the Company\nis entitled to protection of its interests in the Confidential Information. The\nEmployee shall not at any time, either during or subsequent to the term of this\nAgreement, disclose to others, use, copy or permit to be copied, except in\npursuance of his duties on behalf of the Company, it successors, assigns or\nnominees, any Confidential Information of any member of the Company Group\n(regardless of whether developed by the Employee) without the prior written\nconsent of the Company. Employee acknowledges that the use or disclosure of the\nConfidential Information to anyone or any third party could cause monetary loss\nand damages to the Company. The parties further agree that in the event of a\nviolation of this covenant against non-use and non-disclosure of Confidential\nInformation, that the Company shall be entitled to a recovery of damages from\nEmployee and\/or an injunction against Employee for the breach or violation or\ncontinued breach or violation of this covenant.\n\n         As used herein, \"Company Group\" means the Company, and any entity that\ndirectly or indirectly controls, is controlled by, or is under common control\nwith, the Company, and for purposes of this definition \"control\" means the\npossession, directly or indirectly, of the power to direct or cause the\ndirection of the management and policies of such entity, whether through the\nownership of voting securities, by contract or otherwise.\n\n         The term \"Confidential Information\" with respect to any person means\nany secret or confidential information or know-how and shall include, but shall\nnot be limited to, the plans, financial and operating information, customers,\nsupplier arrangements, contracts, costs, prices, uses, and applications of\nproducts and services, results of investigations, studies or experiments owned\nor used by such person, and all apparatus, products, processes, compositions,\nsamples, formulas, computer programs, computer hardware designs, computer\nfirmware designs, and servicing, marketing or manufacturing methods and\ntechniques at any time used, developed, investigated, made or sold by such\nperson, before or during the term of this Agreement, that are not readily\navailable to the public or that are maintained as confidential by such person.\nThe Employee shall maintain in confidence any Confidential Information of third\nparties received as a result of his employment with the Company in accordance\nwith the Company's obligations to such third parties and the policies\nestablished by the Company.\n\n\nEmployment Agreement       PAGE 12 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   13\n\n         11. DELIVERY OF DOCUMENTS UPON TERMINATION. The Employee shall deliver\nto the Company or its designee at the termination of his employment all\ncorrespondence, memoranda, notes, records, drawings, sketches, plans, customer\nlists, product compositions, and other documents and all copies thereof, made,\ncomposed or received by the Employee, solely or jointly with others, that are in\nthe Employee's possession, custody, or control at termination and that are\nrelated in any manner to the past, present, or anticipated business or any\nmember of the Company Group. In this regard, the Employee hereby grants and\nconveys to the Company all right, title and interest in and to, including\nwithout limitation, the right to possess, print, copy, and sell or otherwise\ndispose of, any reports, records, papers, summaries, photographs, drawings or\nother documents, and writings, and copies, abstracts or summaries thereof, that\nmay be prepared by the Employee or under his direction or that may come into his\npossession in any way during the term of his employment with the Company that\nrelate in any manner to the past, present or anticipated business of any member\nof the Company Group.\n\n         12. DISPUTES. The Company and Employee agree to the following in regard\nto any disputes between them arising under any of the provisions of this\nAgreement other than the provisions of Sections 8 through 11 hereof. Nothing in\nthis Section 12 applies to or governs disputes arising under Sections 8 through\n11 of this Agreement.\n\n                  (a) MEDIATION. The Company and Employee agree to mediate any\n                  dispute arising under the applicable provisions of this\n                  Agreement. In the event of any such dispute, the parties,\n                  within thirty (30) days of a written request for mediation,\n                  shall attend, in good faith, a mediation in order to make a\n                  good faith reasonable effort to resolve such dispute arising\n                  under this Agreement. The parties shall attempt, in good\n                  faith, to agree to a mediator. If unable to so agree, the\n                  parties, in that event, will move to arbitration as provided\n                  in this Agreement and there will be no mediation. If this good\n                  faith mediation effort fails to resolve any dispute arising\n                  under this Agreement, the Company and Employee agree to\n                  arbitrate any dispute arising under this Agreement. This\n                  arbitration shall occur only after the mediation process\n                  described herein.\n\n                  (b) ARBITRATION. The Company and Employee agree, as concluded\n                  by the parties to this Agreement on the advice of their\n                  counsel, and as evidenced by the signatures of the parties and\n                  of their respective attorneys, that all questions as to rights\n                  and obligations arising under the terms of this Agreement are\n                  subject to arbitration and such arbitration shall be governed\n                  by the provisions of the Texas General Arbitration Act (Texas\n                  Civil Practice and Remedies Code Section 171.001 et seq as it\n                  may be amended from time to time).\n\n\nEmployment Agreement       PAGE 13 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   14\n\n                  (c) DEMAND FOR ARBITRATION. If a dispute should arise under\n                  this Agreement, either party may within thirty (30) days make\n                  a demand for arbitration by filing a demand in writing with\n                  the other.\n\n                  (d) APPOINTMENT OF ARBITRATORS. The parties to this Agreement\n                  may agree on one arbitrator, but in the event that they cannot\n                  so agree, there shall be three arbitrators, one named in\n                  writing by each of the parties within thirty (30) days after\n                  demand for arbitration is made, and a third to be chosen by\n                  the two so named. The arbitrators among themselves shall\n                  appoint a presiding arbitrator. Should either party fail to\n                  timely join in the appointment of the arbitrators, the\n                  arbitrators shall be appointed in accordance with the\n                  provisions of Texas Civil Practice and Remedies Code Section\n                  171.041.\n\n                  (e) HEARING. All arbitration hearings conducted under the\n                  terms of this Agreement, and all judicial proceedings to\n                  enforce any of the provisions of this Agreement, shall take\n                  place in Lubbock County, Texas. The hearing before the\n                  arbitrators of the matter to be arbitrated shall be at the\n                  time and place within that County selected by the arbitrators\n                  or if deemed by the arbitrators to be more convenient for the\n                  parties or more economically feasible, may be conducted in any\n                  city within the Service Area as referred to in Section 7\n                  hereof or within the State of Texas.\n\n                  (f) ARBITRATION AWARD. If there is only one arbitrator, his or\n                  her decision shall be binding and conclusive. The submission\n                  of a dispute to the arbitrators and the rendering of their\n                  decision shall be a condition precedent to any right of legal\n                  action on the dispute. A judgment confirming the award of the\n                  arbitrators may be rendered by any court having jurisdiction;\n                  or the court may vacate, modify, or correct the award in\n                  accordance with the provisions of the Texas General\n                  Arbitration Act (Texas Civil Practice and Remedies Code\n                  Section 171.087 et seq as it may be amended from time to\n                  time).\n\n                  (g) COSTS OF ARBITRATION. The costs and expenses of\n                  arbitration, including the fees of the arbitrators but\n                  excluding any attorneys' fees, shall be advanced by the\n                  Company, but will ultimately be borne by the losing party or\n                  in such proportions as the arbitrators shall determine.\n\n                  (h) CONDUCT OF ARBITRATION. Any arbitration brought under the\n                  terms of this Agreement shall be conducted in the following\n                  manner:\n\n                           (1) Time Limitations. The parties agree that the\n                           following time limitations shall govern the\n                           arbitration proceedings conducted under the terms of\n                           this Agreement:\n\n\nEmployment Agreement       PAGE 14 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   15\n\n                                    (a) Any demand for arbitration must be filed\n                                    within thirty (30) days of the date the\n                                    mediation is deemed unsuccessful, or thirty\n                                    (30) days after the date of the written\n                                    request for mediation, whichever is later.\n\n                                    (b) Each party must select an arbitrator\n                                    within thirty (30) days of receipt of notice\n                                    that an arbitration proceeding has\n                                    commenced. In the event that no such\n                                    selection is made, the arbitrator selected\n                                    by the other party may conduct the\n                                    arbitration proceeding without selecting any\n                                    other arbitrator.\n\n                                    (c) The hearing must be held within sixty\n                                    (60) days of the date on which the third\n                                    arbitrator is selected.\n\n                                    (d) Hearing briefs must be submitted no\n                                    later than ten (10) days after the hearing.\n\n                                    (e) The arbitration award must be made\n                                    within thirty (30) days of the receipt of\n                                    hearing briefs.\n\n                           (2) Discovery in Arbitration Proceedings. The parties\n                           agree that discovery may be conducted in the course\n                           of the arbitration proceeding in accordance with the\n                           following provisions:\n\n                                    (a) Each party may notice no more than three\n                                    (3) depositions in total, including both\n                                    witnesses adherent to the adverse party and\n                                    third-party witnesses.\n\n                                    (b) Each party may serve no more than\n                                    twenty-five (25) requests for admission on\n                                    the other party. No requests may be served\n                                    within ten (10) days of the date of hearing,\n                                    unless the parties otherwise stipulate. All\n                                    requests for admission shall be responded to\n                                    within ten (10) days of service of the\n                                    requests, unless the parties otherwise\n                                    stipulate.\n\n                                    (c) Each party may serve no more than fifty\n                                    (50) interrogatories on the other party. No\n                                    interrogatory shall contain subparts, or\n                                    concern more than one topic or subject of\n                                    inquiry. Interrogatories may not be phrased\n                                    so as to circumvent the effect of this\n                                    clause. No interrogatories may be served\n                                    within ten (10) days of the date of hearing,\n                                    unless the parties otherwise stipulate. All\n                                    interrogatories shall be \n\n\nEmployment Agreement       PAGE 15 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   16\n\n                                    responded to within ten (10) days of service\n                                    of the interrogatories, unless the parties\n                                    otherwise stipulate.\n\n                                    (d) Each party may serve no more than ten\n                                    (10) requests for production of documents on\n                                    the other party. No request for production\n                                    of documents shall contain subparts, or seek\n                                    more than one type of document. Requests for\n                                    production of documents may not be phrased\n                                    so as to circumvent the effect of this\n                                    clause. Unless the parties otherwise\n                                    stipulate, requests for production of\n                                    documents may not be served within ten (10)\n                                    day of the date of hearing, and all requests\n                                    for production of documents shall be\n                                    responded to within ten (10) days of service\n                                    of the requests.\n\n                                    (e) If any party contends that the other\n                                    party has served discovery requests in a\n                                    manner not permitted by this Section, or\n                                    that the other party's response to a\n                                    discovery request is unsatisfactory, the\n                                    party may request the presiding arbitrator\n                                    to resolve such discovery disputes. The\n                                    presiding arbitrator shall prescribe the\n                                    procedure by which such disputes are\n                                    resolved. Any discovery dispute may be\n                                    handled by telephone conference among the\n                                    parties and the presiding arbitrator.\n\n         13. SUCCESSORS; BINDING AGREEMENT; ASSIGNMENT. The Company shall\nrequire any successor (whether direct or indirect, by purchase, merger,\nconsolidation or otherwise) to all or substantially all of the business or\nassets of the Company to expressly assume and agree in writing to perform this\nAgreement in the same manner and to the same extent that the Company would be\nrequired to perform it if no such succession had taken place, provided that the\nEmployee must be given the position as the Chief Financial Officer (\"CFO\") with\nthe same authority, powers and responsibilities set forth in Section 1 hereof\nwith respect to the subsidiary or subdivision which operates the business of the\nCompany as it exists on the date of such business combination. Failure of the\nCompany to obtain such express assumption and agreement at or prior to the\neffectiveness of any such succession shall be a breach of this Agreement and\nshall entitle the Employee to compensation and benefits from the Company in the\nsame amount and on the same terms to which the Employee would be entitled\nhereunder if the Company terminated the Employee's employment without Cause,\nexcept that all options will be immediately vested. For purposes of implementing\nthe foregoing, the date on which any such succession becomes effective shall be\ndeemed the date of termination. As used in this Agreement, \"Company\" shall mean\nthe Company as hereinbefore defined and any successor to its business or assets\nas aforesaid which assumes and agrees to perform this Agreement by operation of\nlaw, or otherwise. The Company may not assign this Agreement, (i) except in\nconnection with, and to the \n\nEmployment Agreement       PAGE 16 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n   17\n\n\nacquiror of, all or substantially all of the business or assets of the Company,\nprovided such acquiror expressly assumes and agrees in writing to perform this\nAgreement as provided in this Section, and (ii) except in connection with the\nCompany becoming a wholly-owned subsidiary of Holdings, in which event the\nCompany may assign this Agreement and all of the Company's rights and\nobligations hereunder to Holdings. The Employee may not assign his rights or\ndelegate his duties or obligations under this Agreement.\n\n         14. NOTICE. Any notices or other communications required or permitted\nto be given hereunder shall be in writing and shall be deemed to have been duly\nmade or given when hand delivered, one (1) business day after being transmitted\nby telecopier (confirmed by mail) or sent by overnight courier against receipt,\nor five (5) days after being mailed by registered or certified mail, postage\nprepaid, return receipt requested, to the party to whom such communication is\ngiven at the address set forth below, which address may be changed by notice\ngiven in accordance with this Section:\n\n         If to the Company:               Alamosa PCS LLC\n                                          4403 Brownfield Highway\n                                          Lubbock, Texas  79407\n                                          Attn:  David E. Sharbutt, Chairman\n\n         With Copy to:                    Jack McCutchin, Jr.\n                                          Crenshaw, Dupree &amp; Milam, L.L.P.\n                                          P. O. Box 1499\n                                          Lubbock, Texas 79408-1499\n\n         If to the Employee:              Kendall Cowan\n                                          8402 Vicksburg\n                                          Lubbock, Texas  79424\n\n         With Copy to:                    \n                                          --------------------------------------\n                                          --------------------------------------\n                                          --------------------------------------\n\n          15. MISCELLANEOUS.\n\n              (a) SEVERABILITY. If any provision of this Agreement shall be\n              declared to be invalid or unenforceable, in whole or in part, such\n              invalidity or unenforceability shall not affect the remaining\n              provisions hereof which shall remain in full force and effect.\n\n              (b) NO ORAL MODIFICATION, WAIVER OR DISCHARGE. No provisions of\n              this Agreement may be modified, waived or discharged orally, but\n              only by a waiver, modification or discharge in writing signed by\n              the Employee and \n\n\nEmployment Agreement       PAGE 17 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   18\n\n              such officer as may be designated by the Board of Managers of the\n              Company to execute such a waiver, modification or discharge. No\n              waiver by either party hereto at any time of any breach by the\n              other party hereto of, or failure to be in compliance with, any\n              condition or provision of this Agreement to be performed by such\n              other party shall be deemed a waiver of similar or dissimilar\n              provisions or conditions at the time or at any prior or subsequent\n              time. No agreements or representations, oral or otherwise, express\n              or implied, with respect to the subject matter hereof have been\n              made by either party which are not expressly set forth in this\n              Agreement or in the documents attached as Exhibits to this\n              Agreement.\n\n              (c) INVALID PROVISIONS. Should any portion of this Agreement be\n              adjudged or held to be invalid, unenforceable or void, such\n              holding shall not have the effect of invalidating or voiding the\n              remainder of this Agreement and the parties hereby agree that the\n              portion so held invalid, unenforceable or void shall, if possible,\n              be deemed amended or reduced in scope, or otherwise be stricken\n              from this Agreement to the extent required for the purposes of\n              validity and enforcement thereof.\n\n              (d) ENTIRE AGREEMENT. This Agreement and the Exhibits attached\n              hereto represent the entire agreement of the parties and shall\n              supersede any and all previous contracts, arrangements or\n              understandings, express or implied, between the Employee and the\n              Company with respect to the subject matter hereof.\n\n              (e) SECTION HEADINGS FOR CONVENIENCE ONLY. The section headings\n              herein are for the purpose of convenience only and are not\n              intended to define or limit the contents of any section.\n\n              (f) EXECUTION IN COUNTERPARTS. The parties may sign this Agreement\n              in counterparts, all of which shall be considered one and the same\n              instrument.\n\n              (g) GOVERNING LAW AND PERFORMANCE. This Agreement shall be\n              governed by the laws of the State of Texas and shall be deemed to\n              be executed in and performance called for in Lubbock, Lubbock\n              County, Texas, or at the Company's sole option, by the laws of the\n              state or states where this Agreement may be at issue in any\n              litigation involving the Company.\n\n\nEmployment Agreement       PAGE 18 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   19\n\n         DATED this 18th day of January, 2000, to be effective December 1, 1999.\n\n                                     COMPANY\n\n                                     ALAMOSA PCS LLC\n\n\n                                     By     \/s\/ DAVID SHARBUTT\n                                            ------------------------- \n\n                                     Name:  David Sharbutt\n                                            -------------------------\n                                          \n                                     Title: Chief Executive Officer\n                                            -------------------------\n                                          \n\n                                     EMPLOYEE\n\n\n                                     \/s\/ KENDALL W. COWAN\n                                     --------------------------------\n                                     KENDALL W. COWAN\n\n\nEmployment Agreement       PAGE 19 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n   20\n\nApproved as to the mediation and arbitration provisions in Paragraph 12 above.\n\n\n\n                                     CRENSHAW, DUPREE &amp; MILAM, L.L.P.\n\n\n                                     By   \/s\/ JACK MCCUTCHIN, JR.\n                                          --------------------------------------\n                                          JACK McCUTCHIN, JR.\n                                          Attorneys for Alamosa PCS LLC\n\n                                          [SIGNATURE TO COME]\n                                          --------------------------------------\n                                          Attorney for Employee\n\n\n\nAttachment:  Exhibit \"A\" - The Minimum, Expected and Exceptional Milestones for\n             the Third Quarter and Fourth Quarter of 1999 as adopted by the\n             Board of Managers of the Company\n\n             Exhibit \"B\" - List of Companies or Entities Excepted from Covenants\n\n\n\n\nEmployment Agreement       PAGE 20 OF 21\nAlamosa PCS LLC and Kendall Cowan\n\n\n\n<type>EX-10.22\n<sequence>12\n<description>SPRINT PCS MANAGEMENT AGREEMENT DATED 12\/23\/99\n\n   1\n                                                                  EXHIBIT 10.22\n\n\nTHIS AGREEMENT HAS CONFIDENTIAL PORTIONS OMITTED, WHICH PORTIONS HAVE BEEN\nFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS\nARE INDICATED IN THIS AGREEMENT WITH \"[TEXT OMITTED - CONFIDENTIAL TREATMENT\nREQUESTED]\"\n\n\n                                   SPRINT PCS\n                              MANAGEMENT AGREEMENT\n\n                                    Between\n\n                             SPRINTSPECTRUM L.P.,\n\n                               WIRELESSCO, L.P.,\n\n                         COX COMMUNICATIONS PCS, L.P.,\n\n                             COX PCS LICENSE, LLC,\n\n                                SPRINTCOM, INC.\n\n                                      and\n\n                                ALAMOSA PCS, LLC\n\n                               December 23, 1999\n\n\n   2\n                               TABLE OF CONTENTS\n\n<table>\n<caption>\n                                                                           PAGE\n<s>                                                                        \n<c>\n1. MANAGER....................................................................2\n     1.1      HIRING OF MANAGER ..............................................2\n     1.2      PROGRAM REQUIREMENTS............................................3\n     1.3      VENDOR PURCHASE AGREEMENTS .....................................3\n     1.4      INTERCONNECTION ................................................3\n     1.5      SEAMLESSNESS ...................................................3\n     1.6      FORECASTING ....................................................4\n     1.7      FINANCING ......................................................4\n     1.8      ETHICAL CONDUCT AND RELATED COVENANTS ..........................4\n\n2. BUILD-OUT OF NETWORK .............. .......................................4\n     2.1      BUILD-OUT PLAN .................................................4\n     2.2      COMPLIANCE WITH REGULATORY RULES ...............................4 \n     2.3      EXCLUSIVITY OF SERVICE AREA ....................................5\n     2.4      RESTRICTION ....................................................5\n     2.5      COVERAGE ENHANCEMENT ...........................................6\n     2.6      PURCHASE OF ASSETS BY MANAGER ..................................7\n     2.7      MICROWAVE RELOCATION ...........................................7\n     2.8      DETERMINATION OF POPS ..........................................7\n\n3. PRODUCTS AND SERVICES; IXC SERVICES .......................................8\n     3.1      SPRINT PCS PRODUCTS AND SERVICES ...............................8\n     3.2      OTHER PRODUCTS AND SERVICES ....................................8   \n     3.3      CROSS-SELLING WITH SPRINT ......................................8\n     3.4      IXC SERVICES ...................................................9\n     3.5      RESALE OF PRODUCTS AND SERVICES ................................9\n              3.5.1 Mandatory Resale of Products and Services ................9\n              3.5.2 Voluntary Resale of Products and Services ................9\n     3.6      NON-COMPETITION ...............................................10\n     3.7      RIGHT OF LAST OFFER ...........................................11\n\n4. MARKETING AND SALES ACTIVITIES ..................... .....................11\n     4.1      SPRINT PCS NATIONAL OR REGIONAL DISTRIBUTION PROGRAM \n                REQUIREMENTS ................................................11\n              4.1.1 Territorial Limitations on Manager's Distribution \n              Activities ...... .............................................11\n              4.1.2 Settlement of Equipment Sales ...........................11\n              4.1.3 Use of Third-Party Distributors .........................12\n     4.2      SPRINT PCS NATIONAL ACCOUNTS PROGRAM REQUIREMENTS .............12\n     4.3      SPRINT PCS ROAMING AND INTER SERVICE AREA PROGRAM .............12\n                REQUIREMENTS ................................................12\n     4.4      PRICING .......................................................13\n     4.5      HOME SERVICE AREA .............................................13\n<\/c><\/s><\/caption><\/table>\n\n                                       i\n   3\n<table>\n<s>                                                                         \n<c>\n5. USE OF BRANDS ............................................................14\n     5.1      USE OF BRANDS .................................................14\n     5.2      CONFORMANCE TO MARKETING COMMUNICATIONS GUIDELINES.............14\n     5.3      JOINT MARKETING WITH THIRD PARTIES ............................14\n     5.4      PRIOR APPROVAL OF USE OF BRANDS ...............................15\n     5.5      DURATION OF USE OF BRAND ......................................16\n\n6. ADVERTISING AND PROMOTION.................................................16\n     6.1      NATIONAL ADVERTISING AND PROMOTION.............................16\n     6.2      IN-TERRITORY ADVERTISING AND PROMOTION.........................16\n     6.3      REVIEW OF ADVERTISING AND PROMOTION CAMPAIGNS..................16\n     6.4      PUBLIC RELATIONS...............................................17\n\n7. SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS ................................17\n     7.1      CONFORMANCE TO SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS ......17\n     7.2      ESTABLISHMENT OF SPRINT PCS TECHNICAL PROGRAM  REQUIREMENTS ...17\n     7.3      HANDOFF TO ADJACENT NETWORKS ..................................17\n\n8. SPRINT PCS CUSTOMER SERVICE PROGRAM REQUIREMENTS .........................18\n     8.1      COMPLIANCE WITH SPRINT PCS CUSTOMER SERVICE PROGRAM         \n                   REQUIREMENTS .............................................18\n\n9. SPRINT PCS PROGRAM REQUIREMENTS . . ......................................18\n     9.1      PROGRAM REQUIREMENTS GENERALLY ................................18\n     9.2      AMENDMENTS TO PROGRAM REQUIREMENTS ............................18\n     9.3      MANAGER'S RIGHT TO REQUEST REVIEW OF CHANGES ..................19\n     9.4      SPRINT PCS' RIGHT TO IMPLEMENT CHANGES ........................20\n     9.5      RIGHTS OF INSPECTION ..........................................20\n     9.6      MANAGER'S RESPONSIBILITY TO INTERFACE WITH SPRINT PCS .........20\n\n10. FEES ....................................................................21\n     10.1     FEES AND PAYMENTS ............ ................................21\n              10.1.1 Fee Based on Collected Revenues ........................21\n              10.1.2 Payment of Universal Service Funds .....................21\n              10.1.3 Inter Service Area Fees ....... ........................21\n              10.1.4 Interconnect Fees ........... ..........................21\n              10.1.5 Outbound Roaming Fees ...... ...........................21\n              10.1.6 Reimbursements ............. ...........................21\n     10.2     MONTHLY TRUE UP ................ ..............................22\n     10.3     TAXES .........................................................22\n     10.4     COLLECTED REVENUES DEFINITION .................................22\n     10.5     LATE PAYMENTS .................................................24\n     10.6     SETOFF RIGHT IF FAILURE TO PAY AMOUNTS DUE. ...................24\n<\/c><\/s><\/table>\n\n                                       ii\n   4\n\n<table>\n<s>                                                                         \n<c>\n11. TERM; TERMINATION; EFFECT OF TERMINATION.................................24\n     11.1     INITIAL TERM ..................................................24\n     11.2     RENEWAL TERMS .................................................24\n              11.2.1  Non-renewal Rights of Manager .........................24\n              11.2.2  Non-renewal Rights of Sprint PCS ......................26\n              11.2.3  Extended Term Awaiting FCC Approval ...................27\n     11.3     EVENTS OF TERMINATION .........................................27\n              11.3.1 Termination of License .................................27\n              11.3.2 Breach of Agreement. Payment of Money Terms ............28\n              11.3.3 Breach of Agreement: Other Terms .......................28\n              11.3.4 Regulatory Considerations ..............................28\n              11.3.5 Termination of Trademark License Agreements ............28\n              11.3.6 Financing Considerations ...............................29\n              11.3.7 Bankruptcy of a Party ..................................29\n     11.4     EFFECT OF AN EVENT OF TERMINATION .............................30\n     11.5     MANAGER'S EVENT OF TERMINATION RIGHTS AND REMEDIES ............31\n              11.5.1 Manager's Put Right ....................................31\n              11.5.2 Manager's Purchase Right ...............................32\n              11.5.3 Manager's Action for Damages or Other Relief ...........33\n     11.6     SPRINT PCS' EVENT OF TERMINATION RIGHTS AND REMEDIES...........33\n              11.6.1 Sprint PCS' Purchase Right .............................33\n              11.6.2 Sprint PCS' Put Right ..................................33\n              11.6.3 Sprint PCS' Right to Cause A Cure ......................34\n              11.6.4 Sprint PCS' Action for Damages or Other Relief .........36\n     11.7     DETERMINATION OF ENTIRE BUSINESS VALUE ........................36\n              11.7.1 Appointment of Appraisers ..............................36\n              11.7.2 Manager's Operating Assets .............................36\n              11.7.3 Entire Business Value ..................................37\n              11.7.4 Calculation of Entire Business Value ...................37\n     11.8     CLOSING TERMS AND CONDITIONS ..................................38 \n     11.9     CONTEMPORANEOUS AND IDENTICAL APPLICATION .....................38\n\n12. BOOKS AND RECORDS; CONFIDENTIAL INFORMATION; INSURANCE ..................38\n     12.1     BOOKS AND RECORDS .............................................38\n              12.1.1 General ................................................38\n              12.1.2 Audit ..................................................38\n              12.1.3 Contesting an Audit ....................................39\n     12.2     CONFIDENTIAL INFORMATION ......................................40\n     12.3     INSURANCE .....................................................41\n              12.3.1 General ................................................41\n              12.3.2 Waiver of Subrogation ..................................41\n              12.3.3 Certificates of Insurance ..............................41\n\n13. INDEMNIFICATION ............ ............................................42\n     13.1     INDEMNIFICATION BY SPRINT PCS .................................42\n<\/c><\/s><\/table>\n\n                                      iii\n   5\n\n<table>\n<s>                                                                         \n<c>\n     13.2     INDEMNIFICATION BY MANAGER ....................................42\n     13.3     PROCEDURE .....................................................42\n              13.3.1 Notice .................................................42  \n              13.3.2 Defense by Indemnitor ..................................43  \n              13.3.3 Defense by Indemnitee ..................................43  \n              13.3.4 Costs ..................................................43  \n                                             \n14. DISPUTE RESOLUTION ......................................................43\n     14.1     NEGOTIATION ...................................................43\n     14.2     UNABLE TO RESOLVE .............................................44\n     14.3     ATTORNEYS AND INTENT ..........................................45\n     14.4     TOLLING OF CURE PERIODS .......................................45\n\n15. REPRESENTATIONS AND WARRANTIES ..........................................45\n     15.1     DUE INCORPORATION OR FORMATION; AUTHORIZATION OF AGREEMENTS ...45\n     15.2     VALID AND BINDING OBLIGATION ..................................45\n     15.3     NO CONFLICT; NO DEFAULT .......................................46\n     15.4     LITIGATION ....................................................46\n\n16. REGULATORY COMPLIANCE ...................................................46\n     16.1     REGULATORY COMPLIANCE .........................................46\n     16.2     FCC COMPLIANCE ................................................47\n     16.3     MARKING AND LIGHTING ..........................................48\n     16.4     REGULATORY NOTICES ............................................48 \n     16.5     REGULATORY POLICY-SETTING PROCEEDINGS .........................49\n\n17. GENERAL PROVISIONS ......................................................49\n     17.1     NOTICES .......................................................49\n     17.2     CONSTRUCTION ..................................................49\n     17.3     HEADINGS ......................................................49 \n     17.4     FURTHER ACTION ................................................49\n     17.5     COUNTERPART EXECUTION .........................................49\n     17.6     SPECIFIC PERFORMANCE ..........................................49\n     17.7     ENTIRE AGREEMENT; AMENDMENTS ..................................49\n     17.8     LIMITATION ON RIGHTS OF OTHERS ................................50\n     17.9     WAIVERS .......................................................50\n              17.9.1 Waivers-General ........................................50\n              17.9.2 Waivers-Manager ........................................50\n              17.9.3 Force Majeure ..........................................50\n     17.10    WAIVER OF JURY TRIAL ..........................................51    \n     17.11    BINDING EFFECT ................................................51\n     17.12    GOVERNING LAW .................................................51 \n     17.13    SEVERABILITY ..................................................51\n     17.14    LIMITATION OF LIABILITY .......................................51\n     17.15    NO ASSIGNMENT; EXCEPTIONS .....................................51\n<\/c><\/s><\/table>\n\n                                       iv\n   6\n<table>\n<s>                                                                         \n<c>\n              17.15.1 General ...............................................51\n              17.15.2 Assignment Right of Manager to Financial Lender........52\n              17.15.3 Change of Control Rights ..............................53\n              17.15.4 Right of First Refusal ................................54\n              17.15.5 Transfer of Sprint PCS Network ........................55\n     17.16    PROVISION OF SERVICES BY SPRINT SPECTRUM ......................55\n     17.17    NUMBER PORTABILITY ............................................55\n     17.18    DISCLAIMER OF AGENCY ..........................................55\n     17.19    INDEPENDENT CONTRACTORS .......................................55\n     17.20    EXPENSE .......................................................56\n     17.21    GENERAL TERMS  ................................................56\n     17.22    CONFLICTS WITH OTHER AGREEMENTS ...............................56\n     17.23    SURVIVAL UPON TERMINATION .....................................56\n     17.24    ANNOUNCED TRANSACTION .........................................56\n     17.25    ADDITIONAL TERMS AND PROVISIONS ...............................57\n     17.26    MASTER SIGNATURE PAGE .........................................57\n     17.27    AGENT AUTHORIZATION ...........................................57\n<\/c><\/s><\/table>\n\n                                       v\n   7\n                         SPRINT PCS MANAGEMENT AGREEMENT\n\n         This SPRINT PCS MANAGEMENT AGREEMENT is made as of December 23, 1999,\nbetween Sprint Spectrum L.P., a Delaware limited partnership, WirelessCo, L.P.,\na Delaware limited partnership, Cox Communications PCS, L.P., a Delaware limited\npartnership, Cox CPS License, LLC, a Delaware limited liability company,\nSprintCom, Inc., a Kansas corporation, and Alamosa PCS, LLC, a Delaware limited\nliability company (but not any Related Party) (\"Manager\"). The definitions for\nthis agreement are set forth on the \"Schedule of Definitions\".\n\n                                    RECITALS\n\n         A. Sprint Spectrum L.P., a Delaware limited partnership, WirelessCo,\nL.P., a Delaware limited partnership, SprintCom, Inc., a Kansas corporation,\nAmerican PCS Communications, LLC, a Delaware limited liability company, APC PCS,\nLLC, a Delaware limited liability company, PhillieCo Partners I, L.P., a\nDelaware limited partnership, PhillieCo, L.P., a Delaware limited partnership,\nCox Communications PCS, L.P., a Delaware limited partnership, and Cox PCS\nLicense, L.L.C., a Delaware limited liability company, hold and exercise,\ndirectly or indirectly, control over licenses to operate wireless services\nnetworks.\n\n         B. The entity or entities named in Recital A that execute this\nagreement hold, directly or indirectly, the Licenses for the areas identified on\nthe Service Area Exhibit and are referred to in this agreement as \"Sprint PCS.\"\nBecause this agreement addresses the rights and obligations of each license\nholder with respect to each of its Licenses, each reference in this agreement to\n\"Sprint PCS\" refers to the entity that owns, directly or indirectly, the License\nreferred to in that particular instance or application of the provision of this\nagreement. If Sprint Spectrum does not own the License, it will provide on\nbehalf of Sprint PCS most or all of the services required under this agreement\nto be provided by Sprint PCS.\n\n         C. The Sprint PCS business was established to use the Sprint PCS\nNetwork, a nationwide wireless services network, to offer seamless, integrated\nvoice and data services using wireless technology. The Sprint PCS Network offers\nthe services to customers under the Brands.\n\n         D. This agreement, therefore, includes provisions defining Manager's\nobligations with respect to:\n\n         o        The design, construction and management of the Service Area\n                  Network;\n\n         o        Offering and promoting products and services designated by\n                  Sprint PCS as the Sprint PCS Products and Services of the\n                  Sprint PCS Network;\n\n         o        Adherence to Program Requirements established by Sprint PCS to\n                  ensure seamless interoperability throughout the Sprint PCS\n                  Network and uniform and consistent quality of product and\n                  service offerings;\n\n         o        Adherence to Customer Service Program Requirements established\n                  by Sprint PCS to ensure consistency in interactions with\n                  customers (including billing, customer care, etc.); and\n\n         o        Adherence to Program Requirements relating to the marketing,\n                  promotion and distribution of Sprint PCS Products and\n                  Services.\n\n   8\n\n         E. The Sprint PCS Network is expanding with the assistance of\n\"managers\" (companies such as Manager that manage Service Area Networks that\noffer Sprint PCS Products and Services under a license owned by Sprint PCS or\none of the entities named in Recital A) and \"affiliates\" (companies that manage\nService Area Networks that offer Sprint PCS Products and Services under a\nlicense owned by the affiliate).\n\n         F. Manager wishes to enter into this agreement to help construct,\noperate, manage and maintain for Sprint PCS a portion of the Sprint PCS Network\nin the Service Area. Sprint PCS has determined that permitting Manager to manage\na portion of the Sprint PCS Network in accordance with the terms of this\nagreement will facilitate Sprint PCS' expansion of fully digital, wireless\ncoverage under the License and will enhance the wireless service for customers\nof Sprint PCS.\n\n         G. All managers of a portion of the business of Sprint PCS, including\nManager, must construct facilities and operate in accordance with Program\nRequirements established by Sprint PCS with respect to certain aspects of the\ndevelopment and offering of wireless products and services and the presentation\nof the products and services to customers, to establish and operate the Sprint\nPCS Network successfully by providing seamless, integrated voice and data\nservices, using wireless technology.\n\n                                    AGREEMENT\n\n         In consideration of the recitals and mutual covenants and agreements\ncontained in this agreement, the sufficiency of which are hereby acknowledged,\nthe parties, intending to be bound, agree as follows:\n\n                                   1. MANAGER\n\n         1.1 HIRING OF MANAGER. Sprint PCS hires Manager:\n\n                  (a) to construct and manage the Service Area Network in\ncompliance with the License and in accordance with the terms of this agreement;\n\n                  (b) to distribute continuously during the Term the Sprint PCS\nProducts and Services and to establish distribution channels in the Service\nArea;\n\n                  (c) to conduct continually during the Term advertising and\npromotion activities in the Service Area (including mutual decisions to \"go\ndark\", with respect to advertising and promotion activities, for reasonable\nperiods of time); and\n\n                  (d) to manage that portion of the customer base of Sprint PCS\nthat has the NPA-NXXs assigned to the Service Area Network.\n\n         Sprint PCS has the right to unfettered access to the Service Area\nNetwork to be constructed by Manager under this agreement. The fee to be paid to\nManager by Sprint PCS under Section 10 is for all obligations of Manager under\nthis agreement.\n\n         1.2 PROGRAM REQUIREMENTS. Manager must adhere to the Program\nRequirements established by Sprint PCS and as modified from time to time, to\nensure uniform and consistent operation of all wireless systems within the\nSprint PCS Network and to present the Sprint PCS Products and Services to\ncustomers in a uniform and consistent manner under the Brands.\n\n\n                                        2\n   9\n\n\n         1.3 VENDOR PURCHASE AGREEMENTS. Manager may participate in discounted\nvolume-based pricing on wireless-related products and services and in the\nwarranties Sprint PCS receives from its vendors, as is commercially reasonable\nand to the extent permitted by applicable procurement agreements (e.g.,\nagreements related to network infrastructure equipment, subscriber equipment,\ninterconnection, and collocation). Sprint PCS will use commercially reasonable\nefforts to obtain for managers the same price Sprint PCS receives from vendors;\nthis does not prohibit Sprint PCS from entering into procurement agreements that\ndo not provide managers with the Sprint PCS prices.\n\n         Manager must purchase subscriber and infrastructure equipment from a\nSprint PCS approved list of products, which will include a selection from a\nvariety of manufacturers. Where required, the products must include proprietary\nsoftware developed by the manufacturers for Sprint PCS or by Sprint PCS to allow\nseamless interoperability in the Sprint PCS Network. Sprint PCS or the vendor\nmay require Manager to execute a separate license agreement for the software\nprior to Manager's use of the software.\n\n         Manager may only make purchases under this Section 1.3 for items to be\nused exclusively in the Service Area (e.g., Manager may not purchase base\nstations under a Sprint PCS contract for use in a system not affiliated with\nSprint PCS).\n\n         1.4 INTERCONNECTION. If Manager desires to interconnect a portion of\nthe Service Area Network with another carrier and Sprint PCS can interconnect\nwith that carrier at a lower rate, then to the extent permitted by applicable\nlaws, tariffs and contracts, Sprint PCS may arrange for the interconnection\nunder its agreements with the carrier and if it does so, Sprint PCS will bill\nthe interconnection fees to Manager.\n\n         1.5 SEAMLESSNESS. Manager will design and operate its systems,\nplatforms, products and services in the Service Area and the Service Area\nNetwork so as to seamlessly interface them into the Sprint PCS Network.\n\n         1.6 FORECASTING. Manager and Sprint PCS will work cooperatively to\ngenerate mutually acceptable forecasts of important business metrics including\ntraffic volumes, handset sales, subscribers and Collected Revenues for the\nSprint PCS Products and Services. The forecasts are for planning purposes only\nand do not constitute Manager's obligation to meet the quantities forecast.\n\n         1.7 FINANCING. The construction and operation of the Service Area\nNetwork requires a substantial financial commitment by Manager. The manner in\nwhich Manager will finance the build-out of the Service Area Network and provide\nthe necessary working capital to operate the business is described in detail on\nExhibit 1.7. Manager will allow Sprint PCS an opportunity to review before\nfiling any registration statement or prospectus or any amendment or supplement\nthereto before distributing any offering memorandum or amendment or supplement\nthereto, and agrees not to file or distribute any such document if Sprint PCS\nreasonably objects in writing on a timely basis to any portion of the document\nthat refers to Sprint PCS, its Related Parties, their respective businesses,\nthis agreement or the Services Agreement.\n\n         1.8 ETHICAL CONDUCT AND RELATED COVENANTS. Each party must perform its\nobligations under this agreement in a diligent, legal, ethical, and professional\nmanner.\n\n\n                                       3\n   10\n\n\n                             2. BUILD-OUT OF NETWORK\n\n\n         2.1 BUILD-OUT PLAN. Manager will build-out the Service Area Network in\nthe Service Area in accordance with a Build-out Plan. Sprint PCS and Manager\nwill jointly develop each Build-out Plan, except the initial Build-out Plan and\nany modifications, additions or expansions of the Build-out Plan will be subject\nto prior written approval by Sprint PCS. Manager will report to Sprint PCS its\nperformance regarding the critical milestones included in the Build-out Plan on\na periodic basis as mutually agreed to by the parties, but no less frequently\nthan quarterly. The Build-out Plan and the Service Area Network as built must\ncomply with Sprint PCS Program Requirements and federal and local regulatory\nrequirements.\n\n         Sprint PCS approves the Build-out Plan in effect as of the date of this\nagreement, which Build-out Plan is attached as Exhibit 2.1. Each new or amended\nBuild-out Plan will also become part of Exhibit 2.1.\n\n         2.2 COMPLIANCE WITH REGULATORY RULES. During the build-out of the\nService Area Network, Sprint PCS authorizes Manager to make all filings with\nregulatory authorities regarding the build-out, including filings with the\nFederal Aviation Administration, environmental authorities, and historical\ndistricts. Manager may further delegate its duty under this Section 2.2 to a\nqualified site acquisition company. Manager must ensure that a copy of every\nfiling is given to Sprint PCS. Manager must ensure that Sprint PCS is notified\nin writing of any contact by a regulatory agency including the FCC with Manager\nor Manager's site acquisition company regarding any filing. Sprint PCS has the\nright to direct any proceeding, inquiry, dispute, appeal or other activity with\na regulatory or judicial authority regarding any filing made on behalf of Sprint\nPCS. Manager will amend, modify, withdraw, refile and otherwise change any\nfiling as Sprint PCS requires. Notwithstanding the preceding sentences in this\nSection 2.2, and in conjunction with Section 16, Sprint PCS is solely\nresponsible for making any and all filings with the FCC regarding the build-out.\nManager will notify Sprint PCS of any activity, event or condition related to\nthe build-out that might require an FCC filing.\n\n         2.3 EXCLUSIVITY OF SERVICE AREA. Manager will be the only person or\nentity that is a manager or operator for Sprint PCS with respect to the Service\nArea and neither Sprint PCS nor any of its Related Parties will own, operate,\nbuild or manage another wireless mobility communications network in the Service\nArea so long as this agreement remains in full force and effect and there is no\nEvent of Termination that has occurred giving Sprint PCS the right to terminate\nthis agreement, except that:\n\n                  (a) Sprint PCS may cause Sprint PCS Products and Services to\nbe sold in the Service Area through the Sprint PCS National Accounts Program\nRequirements and Sprint PCS National or Regional Distribution Program\nRequirements;\n\n                  (b) A reseller of Sprint PCS Products and Services may sell\nits products and services in the Service Area so long as such resale is not\ncontrary to the terms and conditions of this agreement; and\n\n                  (c) Sprint PCS and its Related Parties may engage in the\nactivities described in Sections 2.4(a) and 2.4(b) with Manager in the\ngeographic areas within the Service Area in which Sprint PCS or any of its\nRelated Parties owns an incumbent local exchange carrier as of the date of this\nagreement.\n\n         2.4 RESTRICTION. In geographic areas within the Service Area in which\nSprint PCS or any of its Related Parties owns an incumbent local exchange\ncarrier as of the date of this agreement, Manager must not offer any Sprint PCS\nProducts or Services specifically designed for the competitive local exchange\nmarket (\"fixed wireless local loop\"), except that:\n\n\n                                        4\n   11\n\n\n\n\n                  (a) Manager may designate the local exchange carrier that is a\nRelated Party of Sprint PCS to be the exclusive distributor of the fixed\nwireless local loop product in the territory served by the local exchange\ncarrier, even if a portion of its territory is within the Service Area; or\n\n                  (b) Manager may sell the fixed wireless local loop product\nunder the terms and conditions specified by Sprint PCS (e.g., including\ndesignation by Sprint PCS of an exclusive distribution agent for the territory).\n\nThis restriction exists with respect to a particular geographic area only so\nlong as Sprint PCS or its Related Party owns such incumbent local exchange\ncarrier.\n\n         Nothing in this Section 2.4 prohibits Manager from offering Sprint PCS\nProducts and Services primarily designed for mobile functionality. The\nrestricted markets as of the date of this agreement are set forth on Exhibit\n2.4.\n\n         2.5 COVERAGE ENHANCEMENT. Sprint PCS and Manager agree that maintaining\na high standard of customer satisfaction regarding network capacity and\nfootprint is a required element of the manager and affiliate programs. Sprint\nPCS intends to expand network coverage to build all cells that cover at least\n5,000 pops and all interstate and major highways in the areas not operated by\nManager or Other Managers. Accordingly, Manager agrees to build-out New Coverage\nwhen directed by Sprint PCS as set forth in this Section 2.5. Sprint PCS agrees\nnot to require any New Coverage build-out during the first two years of this\nAgreement, nor any New Coverage that exceeds the capacity and footprint\nparameters that Sprint PCS has adopted for all of its comparable markets.\n\n         Sprint PCS will give to Manager a written notice of any New Coverage\nwithin the Service Area that Sprint PCS decides should be built-out. Such notice\nwill include an analysis completed by Sprint PCS demonstrating that such\nrequired build-out should be economically advantageous to Manager. Such analysis\nwill be generated in good faith and will be based on then-currently available\ninformation, however Sprint PCS makes no warranties or representations regarding\nthe accuracy of, nor will Sprint PCS be bound by, or guarantee the accuracy of,\nsuch analysis. Manager must confirm to Sprint PCS within 90 days after receipt\nof the notice that Manager will build-out the New Coverage and deliver to Sprint\nPCS with such confirmation Manager's proposed amendment to the Build-out Plan\nand a description of the manner and timing in which it will finance such\nbuild-out.\n\n         If Manager confirms, within such 90-day period, its intention to\nbuild-out the New Coverage, then Manager and Sprint PCS will diligently finalize\nan amendment to the Build-out Plan and proceed as set forth in Sections 2.1 and\n2.2. The amended Build-out Plan will contain critical milestones that provide\nManager a commercially reasonable period in which to construct and implement the\nNew Coverage. In determining what constitutes a \"commercially reasonable period\"\nas used in this paragraph, the parties will consider several factors, including\nlocal zoning processes and other legal requirements, weather conditions,\nequipment delivery schedules, the need to arrange additional financing, and\nother construction already in progress by Manager. Manager will construct and\noperate the New Coverage in accordance with the terms of this Agreement, and the\nNew Coverage will be included in the Service Area Network for purposes of this\nagreement.\n\n         If Manager fails to confirm, within such 90-day period, its intention\nto build-out the New Coverage, declines to complete such build-out, or fails to\ncomplete such build-out in accordance with the amended Build- out Plan, then an\nEvent of Termination will be deemed to have occurred under Section 11.3.3,\nManager will\n\n                                        5\n\n   12\n\n\nnot have a right to cure such breach, and Sprint PCS may exercise its rights and\nremedies under Section 11.2.2.1.\n\n         Notwithstanding the preceding paragraphs in this Section 2.5, the\ncapacity and footprint parameters contained in the amended Build-out Plan will\nnot be required to exceed the parameters adopted by Sprint PCS in building out\nall of its comparable service areas, unless such build-out relates to an\nobligation regarding the Service Area Network mandated by law. When necessary\nfor reasons related to new technical standards, new equipment or strategic\nreasons, Sprint PCS can require Manager to build-out the New Coverage\nconcurrently with Sprint PCS' build-out, in which case Sprint PCS will reimburse\nManager for its costs and expenses if Sprint PCS discontinues its related\nbuild-out.\n\n         If Sprint PCS requires build-out of New Coverage that will:\n\n                  (a) cause the Manager to spend an additional amount greater\nthan 5% of Manager's shareholder's equity or capital account plus Manager's\nlong-term debt (i.e., notes that mature more than one year from the date\nissued), as reflected on Manager's books; or\n\n                  (b) cause the long-term operating expenses of Manager on a per\nunit basis using a 10-year time frame to increase by more than 10% on a net\npresent value basis,\n\nthen Manager may give Sprint PCS a written notice requesting Sprint PCS to\nreconsider the required New Coverage.\n\n         The Sprint PCS Vice President or the designee of the Sprint PCS Chief\nOfficer in charge of the group that manages the Sprint PCS relationship with\nManager will review Manager's request and render a decision regarding the New\nCoverage. If after the review and decision by the Vice President or designee,\nManager is still dissatisfied, then Manager may ask that the Chief Officer to\nwhom the Vice President or designee reports review the matter. If Sprint PCS\nstill requires Manager to complete the New Coverage following, the Chief\nOfficer's review, then if Manager and Sprint PCS fail to agree to an amended\nBuild-out Plan within 15 days after completion of the reconsideration process\ndescribed above in this paragraph or the end of the 90-day period described in\nthe second paragraph of this Section 2.5, whichever occurs first, then an Event\nof Termination will be deemed to have occurred under Section 11.3.3, Manager\nwill not have a right to cure such breach, and Sprint PCS may exercise its\nrights and remedies under Section 11.2.2.1.\n\n         2.6 PURCHASE OF ASSETS BY MANAGER. If Sprint PCS has assets located in\nthe Service Area that Manager could reasonably use in its construction of the\nService Area Network and if Sprint PCS is willing to sell such assets, then\nManager agrees to purchase from Sprint PCS and Sprint PCS agrees to sell to\nManager the assets in accordance with the terms and conditions of the asset\npurchase agreement attached as Exhibit 2.6.\n\n         2.7 MICROWAVE RELOCATION. Sprint PCS will relocate interfering\nmicrowave sources in the spectrum in the Service Area to the extent necessary to\npermit the Service Area Network to carry the anticipated call volume as set out\nin the Build-out Plan. If the spectrum cleared is not sufficient to carry the\nactual call volume then Sprint PCS will clear additional spectrum of its\nchoosing to accommodate the call volume. Sprint PCS may choose to clear spectrum\none carrier at a time. The parties will share equally all costs associated with\nclearing spectrum under this Section 2.7.\n\n\n                                       6\n   13\n\n\n         2.8 DETERMINATION OF POPS. If any provision in this agreement requires\nthe determination of pops in a given area, then the pops will be determined\nusing the census block group pop forecast then used by Sprint PCS, except that a\ndifferent forecast will be used for any FCC filing and in preparing the\nBuild-out Plan if required by the FCC. Sprint PCS presently uses the forecast of\nEquifax\/NDS, but it may choose in its sole discretion to use another service\nthat provides comparable data.\n\n                     3. PRODUCTS AND SERVICES; IXC SERVICES\n\n         3.1 SPRINT PCS PRODUCTS AND SERVICES. Manager must offer for sale,\npromote and support all Sprint PCS Products and Services within the Service\nArea, unless the parties otherwise agree in advance in writing. Within the\nService Area, Manager may only sell, promote and support wireless products and\nservices that are Sprint PCS Products and Services or are other products and\nservices authorized under Section 3.2. The Sprint PCS Products and Services as\nof the date of this agreement are attached as Exhibit 3.1. Sprint PCS may modify\nthe Sprint PCS Products and Services from time to time in its sole discretion by\ndelivering, to Manager a new Exhibit 3.1. If Sprint PCS begins offering\nnationally a Sprint PCS Product or Service that is a Manager's Product or\nService, such Manager's Product or Service will become a Sprint PCS Product or\nService under this agreement.\n\n         3.2 OTHER PRODUCTS AND SERVICES. Manager may offer wireless products\nand services that are not Sprint PCS Products and Services, on the terms Manager\ndetermines, if the offer of the additional products and services:\n\n                  (a) does not violate the obligations of Manager under this\n         agreement;\n\n                  (b) does not cause distribution channel conflict with or\n         consumer confusion regarding Sprint PCS' regional and national\n         offerings of Sprint PCS Products and Services;\n\n                  (c) complies with the Trademark License Agreements; and\n\n                  (d) does not materially impede the development of the Sprint\n         PCS Network.\n\n         Manager will not offer any products or services under this Section 3.2\nthat are confusingly similar to Sprint PCS Products and Services. Manager must\nrequest that Sprint PCS determine whether Sprint PCS considers a product or\nservice to be confusingly similar to any Sprint PCS Products and Services by\nproviding advance written notice to Sprint PCS that describes those products and\nservices that could be interpreted to be confusingly similar to Sprint PCS\nProducts and Services. If Sprint PCS fails to provide a response to Manager\nwithin 30 days after receiving the notice, then the products and services are\ndeemed to create confusion with the Sprint PCS Products and Services and the\nrequest therefore rejected. In rejecting any request Sprint PCS must provide the\nreasons for the rejection. If the rejection is based on Sprint PCS' failure to\nrespond within 30 days and Manager requests an explanation for the deemed\nrejection, then Sprint PCS must provide within 30 days the reasons for the\nrejection.\n\n         3.3 CROSS-SELLING WITH SPRINT. Manager and Sprint and Sprint's Related\nParties may enter into arrangements to sell Sprint's services, including long\ndistance service (except those long distance services governed by Section 3.4),\nInternet access, customer premise equipment, prepaid phone cards, and any other\nservices that Sprint or its Related Parties make available from time to time.\nSprint's services may be packaged with the Sprint PCS Products and Services.\n\n\n                                        7\n   14\n\n\n         If Manager chooses to resell the long distance services, Internet\naccess or competitive local telephone services including prepaid phone cards, of\nthird parties (other than Manager's Related Parties), Manager will give Sprint\nthe right of last offer to provide those services on the same terms and\nconditions as the offer to which Manager is prepared to agree, subject to the\nterms of any existing agreements Manager was subject to prior to execution of\nthis agreement.\n\n         If Sprint sells Sprint PCS Products and Services in the Service Area,\nManager will provide such Sprint PCS Products and Services to such customers in\naccordance with the terms and conditions of the Sprint PCS National or Regional\nDistribution Program Requirements.\n\n         3.4 IXC SERVICES. Manager must purchase from Sprint long distance\ntelephony services for the Sprint PCS Products and Services at wholesale rates.\nLong distance telephone calls are those calls between the local calling area for\nthe Service Area Network and areas outside the local calling area. The local\ncalling area will be defined by mutual agreement of Sprint PCS and Manager. If\nthe parties cannot agree on the extent of the local calling area they will\nresolve the matter through the dispute resolution process in Section 14. Any\narrangement must have terms at least as favorable to Manager (in all material\nrespects) as those offered by Sprint to any wholesale customer of Sprint in\ncomparable circumstances (taking into consideration volume, traffic patterns,\netc.). If Manager is bound by an agreement for these services and the agreement\nwas not made in anticipation of this agreement, then the requirements of this\nSection 3.4 do not apply during the term of the other agreement. If the other\nagreement terminates for any reason then the requirements of this Section 3.4 do\napply.\n\n         3.5 RESALE OF PRODUCTS AND SERVICES.\n\n                  3.5.1 MANDATORY RESALE OF PRODUCTS AND SERVICES. Sprint PCS is\nsubject to FCC rules that require it to allow its service plans to be resold by\na purchaser of the service plan. Sprint PCS will not grant the purchaser of a\nservice plan the right to use any of the support services offered by Sprint PCS,\nincluding customer care, billing, collection, and advertising, nor the right to\nuse the Brands. The reseller only has the right to use the service purchased.\nConsequently, Manager agrees not to interfere with any purchaser of the Sprint\nPCS Products or Services who resells the service plans in accordance with this\nagreement and applicable law. Manager will notify purchaser that the purchaser\ndoes not have a right to use the Brands or Sprint PCS' support services. In\naddition, Manager will notify Sprint PCS if it reasonably believes a reseller of\nretail service plans is using the support services or Brands.\n\n                  3.5.2 VOLUNTARY RESALE OF PRODUCTS AND SERVICES. Sprint PCS\nmay choose to offer a resale product under which resellers will resell Sprint\nPCS Products and Services under brand names other than the Brands, except Sprint\nPCS may permit the resellers to use the Brands for limited purposes related to\nthe resale of Sprint PCS Products and Services (e.g., to notify people that the\nhandsets of the resellers will operate on the Sprint PCS Network). The resellers\nmay also provide their own support services (e.g., customer care and billing) or\nmay purchase the support services from Sprint PCS.\n\n         If Sprint PCS chooses to offer a voluntary resale product, it will\nadopt a program that will be a Program Requirement under this agreement and that\naddresses the manner in which Manager and Other Managers interact with the\nresellers. Manager must agree to comply with the terms of the program, including\nits pricing provisions, if Manager wants handsets of subscribers of resellers\nwith NPA-NXXs of Manager to be activated. Usage of telecommunications services\nwhile in the Service Area by subscribers of resellers with\n\n                                        8\n\n   15\n\n\nNPA-NXXs from outside the Service Area will be subject to the pricing provisions\nof the Sprint PCS Roaming and Inter Service Area Program for roaming and inter\nservice area pricing between Manager and Sprint PCS unless Manager agrees in\nwriting to different pricing.\n\n         Except as required under the regulations and rules concerning mandatory\nresale, Manager may not sell Sprint PCS Products and Services for resale unless\nSprint PCS consents to such sales in advance in writing.\n\n         3.6 NON-COMPETITION. Neither Manager nor any of its Related Parties may\noffer Sprint PCS Products and Services outside of the Service Area without the\nprior written approval of Sprint PCS.\n\n         Within the Service Area, Manager and Manager's Related Parties may\noffer, market or promote telecommunications products or services only under the\nfollowing brands:\n\n                  (a) products or services with the Brands;\n\n                  (b) other products and services approved under Section 3.2;\n\n                  (c) products or services with Manager's brand; or\n\n                  (d) products or services with the brands of Manager's Related\nParties,\n\nexcept no brand of a significant competitor of Sprint PCS or its Related Parties\nin the telecommunications business may be used by Manager or Manager's Related\nParties on these products and services.\n\n         If Manager or any of its Related Parties has licenses to provide\nbroadband personal communication services outside the Service Area, neither\nManager nor such Related Party may utilize the spectrum to offer Sprint PCS\nProducts and Services without prior written consent from Sprint PCS.\nAdditionally, when Manager's customers from inside the Service Area travel or\nroam to other geographic areas, Manager will route the customers' calls, both\nincoming and outgoing, according to the Sprint PCS Network Roaming and Inter\nService Area Program Requirements, without regard to any wireless networks\noperated by Manager or its Related Parties. For example, Manager will program\nthe preferred roaming list for handsets sold in the Service Area to match the\nSprint PCS preferred roaming list.\n\n         3.7 RIGHT OF LAST OFFER. Manager will offer to Sprint the right to make\nto Manager the last offer to provide backhaul and transport services for call\ntransport for the Service Area Network, if Manager decides to use third parties\nfor backhaul and transport services rather than self-provisioning the services\nor purchasing the services from Related Parties of Manager. Sprint will have a\nreasonable time to respond to Manager's request for last offer to provide\nbackhaul and transport pricing and services, which will be no greater than 5\nBusiness Days after receipt of the request for the services and pricing from\nManager.\n\n         If Manager has an agreement in effect as of the date of this agreement\nfor these services and the agreement was not made in anticipation of this\nagreement, then the requirements of this Section 3.7 do not apply during the\nterm of the other agreement. If the other agreement terminates for any reason\nthen the requirements of this Section 3.7 do apply.\n\n                                        9\n   16\n\n                        4. MARKETING AND SALES ACTIVITIES\n\n         4.1 SPRINT PCS NATIONAL OR REGIONAL DISTRIBUTION PROGRAM REQUIREMENTS.\nDuring the term of this agreement, Manager must participate in any Sprint PCS\nNational or Regional Distribution Program (as in effect from time to time), and\nwill pay or receive compensation for its participation in accordance with the\nterms and conditions of that program. The Sprint PCS National or Regional\nDistribution Program Requirements in effect as of the date of this agreement are\nattached as Exhibit 4.1.\n\n                  4.1.1 TERRITORIAL LIMITATIONS ON MANAGER'S DISTRIBUTION\nACTIVITIES. Neither Manager nor any of its Related Parties will market, sell or\ndistribute Sprint PCS Products and Services outside of the Service Area, except:\n\n                  (a) as otherwise agreed upon by the parties in advance in\nwriting; or\n\n                  (b) Manager may place advertising in media that has\ndistribution outside of the Service Area, so long as that advertising is\nintended by Manager to reach primarily potential customers within the Service\nArea.\n\n                  4.1.2 SETTLEMENT OF EQUIPMENT SALES. Sprint PCS will establish\na settlement policy and process that will be included in the Sprint PCS National\nor Regional Distribution Program Requirements to:\n\n                  (a) reconcile sales of subscriber equipment made in the\nservice areas of Sprint PCS or Other Managers of Sprint PCS, that result in\nactivations in the Service Area; and\n\n                  (b) reconcile sales of subscriber equipment made in the\nService Area that result in activations in service areas of Sprint PCS or Other\nManagers.\n\n         In general, the policy will provide that the party in whose service\narea the subscriber equipment is activated will be responsible for the payment\nof any subsidy (i.e., the difference between the price paid to the manufacturer\nand the suggested retail price for direct channels or the difference between the\nprice paid to the manufacturer and the wholesale price for third party\nretailers) and for other costs associated with the sale, including logistics,\ninventory carrying costs, direct channel commissions and other retailer\ncompensation.\n\n                  4.1.3 USE OF THIRD-PARTY DISTRIBUTORS.\n\n                  (a) Manager may request that Sprint PCS and a local\ndistributor enter into Sprint PCS' standard distribution agreement regarding the\npurchase from Sprint PCS of handsets and accessories. Sprint PCS will use\ncommercially reasonable efforts to reach agreement with the local distributor.\nSprint PCS may refuse to enter into a distribution agreement with a distributor\nfor any reasonable reason, including that the distributor fails to pass Sprint\nPCS' then current credit and background checks or the distributor fails to agree\nto the standard terms of the Sprint PCS distribution agreement. Any local\ndistributor will be subject to the terms of the Trademark License Agreements or\ntheir equivalent. Manager will report to Sprint PCS the activities of any local\ndistributor that Manager believes to be in violation of the distribution\nagreement.\n\n                  (b) Manager may establish direct local distribution programs\nin accordance with the Sprint PCS National or Regional Distribution Program\nRequirements, subject to the terms and conditions of the Trademark License\nAgreements and the non-competition and other provisions contained in this\nagreement. If Manager sells Sprint PCS handsets and accessories directly to a\nlocal distributor:\n\n\n                                       10\n   17\n\n\n                           (i) Sprint PCS has the right to approve or disapprove\n         a particular distributor,\n\n                           (ii) Manager is responsible for such distributor's\n         compliance with the terms of the Trademark License Agreements and the\n         other provisions contained in this agreement, and\n\n                           (iii) Manager must retain the right to terminate the\n         distribution rights of the local distributor when so instructed by\n         Sprint PCS (even if Sprint PCS initially approved or did not exercise\n         its right to review the distributor).\n\n         4.2 SPRINT PCS NATIONAL ACCOUNTS PROGRAM REQUIREMENTS. During the term\nof this agreement, Manager must participate in the Sprint PCS National Accounts\nProgram (as in effect from time to time), and will be entitled to compensation\nfor its participation and will be required to pay the expenses of the program in\naccordance with the terms and conditions of that program. The Sprint PCS\nNational Accounts Program Requirements in effect as of the date of this\nagreement are attached as Exhibit 4.2.\n\n         4.3 SPRINT PCS ROAMING AND INTER SERVICE AREA PROGRAM REQUIREMENTS.\nManager will participate in the Sprint PCS Roaming and Inter Service Area\nProgram established and implemented by Sprint PCS, including roaming price plans\nand inter-carrier settlements. The Sprint PCS Roaming and Inter Service Area\nProgram Requirements in effect as of the date of this agreement are attached as\nExhibit 4.3.\n\n         As part of the Sprint PCS Roaming and Inter Service Area Program\nRequirements, Sprint PCS will establish a settlement policy and process to\nequitably distribute between the members making up the Sprint PCS Network (i.e.,\nSprint PCS, Manager and all Other Managers) the revenues received by one member\nfor services used by its customers when they travel into other members' service\nareas.\n\n         4.4 PRICING. Manager will offer and support all Sprint PCS pricing\nplans designated for regional or national offerings of Sprint PCS Products and\nServices (e.g., national inter service area rates, regional home rates, and\nlocal price points). The Sprint PCS pricing plans as of the date of this\nagreement are attached as Exhibit 4.4. Sprint PCS may modify the Sprint PCS\npricing plans from time to time in its sole discretion by delivering to Manager\na new Exhibit 4.4.\n\n         Additionally, with prior approval from Sprint PCS, which approval will\nnot be unreasonably withheld, Manager may establish price plans for Sprint PCS\nProducts and Services that are only offered in its local market, subject to:\n\n                           (a) the non-competition and other provisions\ncontained in this agreement;\n\n                           (b) consistency with regional and national pricing\nplans;\n\n                           (c) regulatory requirements; and\n\n                           (d) capability and cost of implementing rate plans in\nSprint PCS systems (if used).\n\n         Manager must provide advance written notice to Sprint PCS with details\nof any pricing proposal for Sprint PCS Products or Services in the Service Area.\nIf Sprint PCS fails to. respond to Manager within 10 Business Days after\nreceiving such notice, then the price proposed for those Sprint PCS Products or\nServices is deemed approved.\n\n                                       11\n\n   18\n\n\n         At the time Sprint PCS approves a pricing proposal submitted by\nManager, Sprint PCS will provide Manager an estimate of the costs and expenses\nand applicable time frames required for Sprint PCS to implement the proposed\npricing plan. Manager agrees to promptly reimburse Sprint PCS for any cost or\nexpense incurred by Sprint PCS to implement such a pricing plan, which will not\nexceed the amount estimated by Sprint PCS if Manager waited for Sprint PCS'\nresponse to Manager's proposal.\n\n         4.5 HOME SERVICE AREA. Sprint PCS and Manager will agree to the initial\nhome service area for each base station in the Service Area Network prior to the\ndate the Service Area Network goes into commercial operation. If the parties\ncannot agree to the home service area for each base station in the Service Area\nNetwork, then the parties will use the dispute resolution process in Section 14\nof this agreement to assign each base station to a home service area.\n\n                                5. USE OF BRANDS\n\n         5.1 USE OF BRANDS.\n\n                  (a) Manager must enter into the Trademark License Agreements\non or before the date of this agreement.\n\n                  (b) Manager must use the Brands exclusively in the marketing,\npromotion, advertisement, distribution, lease or sale of any Sprint PCS Products\nand Services within the Service Area, except Manager may use other brands to the\nextent permitted by the Trademark License Agreements and not inconsistent with\nthe terms of this agreement.\n\n                  (c) Neither Manager nor any of its Related Parties may market,\npromote, advertise, distribute, lease or sell any of the Sprint PCS Products and\nServices or Manager's Products and Services on a non-branded, \"private label\"\nbasis or under any brand, trademark, trade name or trade dress other than the\nBrands, except (i) for sales to resellers required under this agreement, or (ii)\nas permitted under the Trademark License Agreements.\n\n                  (d) The provisions of this Section 5.1 do not prohibit Manager\nfrom including Sprint PCS Products and Services under the Brands within the\nService Area as part of a package with its other products and services that bear\na different brand or trademark. The provisions of this Section 5.1 do not apply\nto the extent that they are inconsistent with applicable law or in conflict with\nthe Trademark License Agreements.\n\n         5.2 CONFORMANCE TO MARKETING COMMUNICATIONS GUIDELINES. Manager must\nconform to the Marketing Communications Guidelines in connection with the\nmarketing, promotion, advertisement, distribution, lease and sale of any of the\nSprint PCS Products and Services. The Marketing Communications Guidelines in\neffect as of the date of this agreement are attached as Exhibit 5.2. Sprint and\nSprint Spectrum may amend the Marketing Communications Guidelines from time to\ntime in accordance with the terms of the Trademark License Agreements.\n\n         5.3 JOINT MARKETING WITH THIRD PARTIES.\n\n                  (a) Manager may engage in various joint marketing activities\n(e.g., promotions with sports teams and entertainment providers or tournament\nsponsorships) with third parties in the Service Area from time\n\n                                       12\n\n   19\n\n\nto time during the term of this agreement with respect to the Sprint PCS\nProducts and Services, except that Manager may engage in the joint marketing\nactivities only if the joint marketing activities:\n\n                           (i) are conducted in accordance with the terms and\n         conditions of the Trademark License Agreements and the Marketing\n         Communications Guidelines;\n\n                           (ii) do not violate the terms of this agreement;\n\n                           (iii) are not likely (as determined by Sprint PCS, in\n         its sole discretion) to cause confusion between the Brands and any\n         other trademark or service mark used in connection with the activities;\n\n                           (iv) are not likely (as determined by Sprint, in its\n         sole discretion) to cause confusion between the Sprint Brands and any\n         other trademark or service mark used in connection with the activities;\n         and\n\n                           (v) are not likely (as determined by Sprint PCS, in\n         its sole discretion) to give rise to the perception that the Sprint PCS\n         Products and Services are being advertised, marketed or promoted under\n         any trademark or service mark other than the Brands, except as provided\n         in the Trademark License Agreements. Manager will not engage in any\n         activity that includes co-branding involving use of the Brands (that\n         is, the marketing, promotion, advertisement, distribution, lease or\n         sale of any of the Sprint PCS Products and Services under the Brands\n         and any other trademark or service mark), except as provided in the\n         Trademark License Agreements.\n\n                  (b) Manager must provide advance written notice to Sprint PCS\ndescribing any joint marketing activities that may:\n\n                           (i) cause confusion between the Brands and any other\n         trademark or service mark used in connection with the proposed\n         activities; or\n\n                           (ii) give rise to the perception that the Sprint PCS\n         Products and Services are being advertised, marketed or promoted under\n         any trademark or service mark other than the Brands, except as provided\n         in the Trademark License Agreements.\n\n                  (c) If Sprint PCS fails to provide a response to Manager\nwithin 20 days after receiving such notice, then the proposed activities are\ndeemed, as the case may be:\n\n                           (i) not to create confusion between the Brands and\n         any other trademark or service mark; or\n\n                           (ii) not to give rise to the perception that\n         Manager's products and services are being advertised, marketed or\n         promoted under any trademark or service mark other than the Brands,\n         except as provided in the Trademark License Agreements.\n\n         5.4 PRIOR APPROVAL OF USE OF BRANDS. Manager must obtain advance\nwritten approval from Sprint for use of the Sprint Brands to the extent required\nby the Sprint Trademark and Service Mark License Agreement and from Sprint PCS\nfor use of the Sprint PCS Brands to the extent required by the Sprint\n\n\n                                       13\n\n   20\n\n\n\nSpectrum Trademark and Service Mark License Agreement. Sprint PCS will use\ncommercially reasonable efforts to facilitate any review of Manager's use of the\nBrands, if Sprint PCS is included in the review process.\n\n         5.5 DURATION OF USE OF BRAND. Manager is entitled to use the Brands\nonly during the term of the Trademark License Agreements and any transition\nperiod during which Manager is authorized to use the Brands following the\ntermination of the Trademark License Agreements.\n\n                          6. ADVERTISING AND PROMOTION\n\n         6.1 NATIONAL ADVERTISING AND PROMOTION. Sprint PCS is responsible for\n(a) all national advertising and promotion of the Sprint PCS Products and\nServices, including the costs and expenses related to national advertising and\npromotions, and (b) all advertising and promotion of the Sprint PCS Products and\nServices in the markets where Sprint PCS operates without the use of an Other\nManager.\n\n         6.2 IN-TERRITORY ADVERTISING AND PROMOTION. Manager must advertise and\npromote the Sprint PCS Products and Services in the Service Area (and may do so\nin the areas adjacent to the Service Area so long as Manager intends that such\nadvertising, or promotion primarily reach potential customers within the Service\nArea). Manager must advertise and promote the Sprint PCS Products and Services\nin accordance with the terms and conditions of this agreement, the Trademark\nLicense Agreements and the Marketing Communication Guidelines. Manager is\nresponsible for the costs and expenses incurred by Manager with respect to\nManager's advertising and promotion activities in the Service Area.\n\n         Manager will be responsible for a portion of the cost of any promotion\nor advertising done by third party retailers in the Service Area (e.g., Best\nBuy) in accordance with any cooperative advertising arrangements based on per\nunit handset sales.\n\n         Sprint PCS has the right to use in any promotion or advertising done by\nSprint PCS any promotion or advertising materials developed by Manager from time\nto time with respect to the Sprint PCS Products and Services. Sprint PCS will\nreimburse Manager for the reproduction costs related to such use.\n\n         Sprint PCS will make available to Manager the promotion or advertising\nmaterials developed by Sprint PCS from time to time with respect to Sprint PCS\nProducts and Services in current use by Sprint PCS (e.g., radio ads, television\nads, design of print ads, design of point of sale materials, retail store\nconcepts and designs, design of collateral). Manager will bear the cost of using\nsuch materials (e.g., cost of local radio and television ad placements, cost of\nprinting collateral in quantity, and building out and finishing retail stores).\n\n         6.3 REVIEW OF ADVERTISING AND PROMOTION CAMPAIGNS. Sprint PCS and\nManager will jointly review the upcoming marketing and promotion campaigns of\nManager with respect to Sprint PCS Products and Services (including advertising\nand promotion expense budgets) and will use good faith efforts to coordinate\nManager's campaign with Sprint PCS' campaign to maximize the market results of\nboth parties. Sprint PCS and Manager may engage in cooperative advertising or\npromotional activities during the term of this agreement as the parties may\nagree in writing.\n\n         6.4 PUBLIC RELATIONS. If Manager conducts local public relations\nefforts, then Manager must conduct the local public relations efforts consistent\nwith the Sprint PCS Communications Policies. The Sprint PCS Communications\nPolicies as of the date of this agreement are attached as Exhibit 6.4. Sprint\nPCS may modify the Sprint PCS Communications Policies from time to time by\ndelivering to Manager a new Exhibit 6.4.\n\n                                       14\n\n   21\n\n\n                  7. SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS\n\n         7.1 CONFORMANCE TO SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS.\n\n                  (a) Manager must meet or exceed the Sprint PCS Technical\nProgram Requirements established by Sprint PCS from time to time for the Sprint\nPCS Network Manager will be deemed to meet the Sprint PCS Technical Program\nRequirements if:\n\n                           (i) Manager operates the Service Area Network at a\n         level equal to or better than the lower of the Operational Level of\n         Sprint PCS or the operational level contemplated by the Sprint PCS\n         Technical Program Requirements; or\n\n                           (ii) Sprint PCS is responsible under the Services\n         Agreement to ensure the Service Area Network complies with the Sprint\n         PCS Technical Program Requirements.\n\n                  (b) Manager must demonstrate to Sprint PCS that Manager has\ncomplied with the Sprint PCS Technical Program Requirements prior to connecting\nthe Service Area Network to the rest of the Sprint PCS Network. Once the Service\nArea Network is connected to the Sprint PCS Network, Manager must continue to\ncomply with the Sprint PCS Technical Program Requirements. Sprint PCS agrees\nthat the Sprint PCS Technical Program Requirements adopted for Manager will be\nthe same Sprint PCS Technical Program Requirements applied by Sprint PCS to the\nSprint PCS Network.\n\n         7.2 ESTABLISHMENT OF SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS. Sprint\nPCS has delivered to Manager a copy of the current Sprint PCS Technical Program\nRequirements, attached as Exhibit 7.2. Sprint PCS drafted the Sprint PCS\nTechnical Program Requirements to ensure a minimum, base-line level of quality\nfor the Sprint PCS Network. The Sprint PCS Technical Program Requirements\ninclude standards relating to voice quality, interoperability, consistency\n(seamlessness) of coverage, RF design parameters, system design, capacity, and\ncall blocking ratio. Sprint PCS has selected code division multiple access as\nthe initial air interface technology for the Sprint PCS Network (subject to\nchange in accordance with Section 9.1).\n\n         7.3 HANDOFF TO ADJACENT NETWORKS. If technically feasible and\ncommercially reasonable, Manager will operate the Service Area Network in a\nmanner that permits a seamless handoff of a call initiated on the Service Area\nNetwork to any adjacent PCS network that is part of the Sprint PCS Network, as\nspecified in the Sprint PCS Technical Program Requirements. Sprint PCS agrees\nthat the terms and conditions for seamless handoffs adopted for the Service Area\nNetwork will be the same as the terms Sprint PCS applies to the other parts of\nthe Sprint PCS Network for similar configurations of equipment.\n\n               8. SPRINT PCS CUSTOMER SERVICE PROGRAM REQUIREMENTS\n\n         8.1 COMPLIANCE WITH SPRINT PCS CUSTOMER SERVICE PROGRAM REQUIREMENTS.\nManager must comply with the Sprint PCS Customer Service Program Requirements in\nproviding the Sprint PCS Products and Services to any customer of Manager,\nSprint PCS or any Sprint PCS Related Party. Manager will be deemed to meet the\nstandards if:\n\n\n                                       15\n   22\n\n\n                  (a) Manager operates the Service Area Network at a level equal\nto or better than the lower of the Operational Level of Sprint PCS or the\noperational level contemplated by the Program Requirements; or\n\n                  (b) Manager has delegated to Sprint PCS under the Services\nAgreement responsibility to ensure the Service Area Network complies with the\nSprint PCS Customer Service Standards.\n\n         Sprint PCS has delivered to Manager a copy of the Sprint PCS Customer\nService Standards, which are attached as Exhibit 8.1.\n\n                       9. SPRINT PCS PROGRAM REQUIREMENTS\n\n         9.1 PROGRAM REQUIREMENTS GENERALLY. This agreement contains numerous\nreferences to Sprint PCS National and Regional Distribution Program\nRequirements, Sprint PCS National Accounts Program Requirements, Sprint PCS\nRoaming and Inter Service Area Program Requirements, Sprint PCS Technical\nProgram Requirements and Sprint PCS Customer Service Program Requirements. This\nagreement also provides under Section 3.5.2 for the offering by Sprint PCS of a\nvoluntary resale product through a program, which program, if adopted, will be a\nProgram Requirement under this agreement. Sprint PCS may unilaterally amend from\ntime to time in the manner described in Section 9.2 all Program Requirements\nmentioned in this agreement. The most current version of the Program\nRequirements mentioned in the first sentence of this Section 9.1 have been\nprovided to Manager. Manager has reviewed the Program Requirements and adopts\nthem for application in the Service Area.\n\n         9.2 AMENDMENTS TO PROGRAM REQUIREMENTS. Sprint PCS may amend any of the\nProgram Requirements, subject to the following conditions:\n\n                  (a) The applicable Program Requirements, as amended, will\napply equally to Manager, Sprint PCS and each Other Manager, except if Manager\nand Sprint PCS agree otherwise or if Sprint PCS grants a waiver to Manager.\nSprint PCS may grant waivers to Other Managers without affecting Manager's\nobligation to comply with the Program Requirements;\n\n                  (b) Each amendment will be reasonably required to fulfill the\npurposes set forth in Section 1.2 with respect to uniform and consistent\noperations of the Sprint PCS Network and the presentation of Sprint PCS Products\nand Services to customers in a uniform and consistent manner;\n\n                  (c) Each amendment will otherwise be on terms and conditions\nthat are commercially reasonable with respect to the construction, operation and\nmanagement of the Sprint PCS Network. With respect to any amendment to the\nProgram Requirements, Sprint PCS will provide for reasonable transition periods\nand, where appropriate, may provide for grandfathering provisions for existing\nactivities by Manager that were permitted under the applicable Program\nRequirements before the amendment;\n\n                  (d) Sprint PCS must give Manager reasonable, written notice of\nthe amendment, but in any event the notice will be given at least 30 days prior\nto the effective date of the amendment; and\n\n                  (e) Manager must implement any changes in the Program\nRequirements within a commercially reasonable period of time unless otherwise\nconsented to by Sprint PCS. Sprint PCS will determine what constitutes a\ncommercially reasonable period of time taking into consideration relevant\nbusiness\n\n                                       16\n\n   23\n\n\nfactors, including the strategic significance of the changes to the Sprint PCS\nNetwork, the relationship of the changes to the yearly marketing cycle, and the\nfinancial demands on and capacity generally of Other Managers. Notwithstanding\nthe preceding two sentences, Manager will not be required to implement any\nchange in the Service Area Network or the business of Manager required by an\namendment to a Program Requirement until Sprint PCS has implemented the required\nchanges in substantially all of that portion of the Sprint PCS Network that\nSprint PCS operates without the use of a manager or affiliate, unless the\namendment to the Program Requirement relates to an obligation regarding the\nService Area Network mandated by law. When necessary for reasons related to new\ntechnical standards, new equipment or strategic reasons, Sprint PCS can require\nManager to implement the changes in the Service Area Network or Manager's\nbusiness concurrently with Sprint PCS, in which case Sprint PCS will reimburse\nManager for its costs and expenses if Sprint PCS discontinues the Program\nRequirement changes prior to implementation.\n\n         Sprint PCS may grant Manager appropriate waivers and variances from the\nrequirements of any Program Requirements. Sprint PCS has the right to adopt any\nProgram Requirements that implement any obligation regarding the Service Area\nNetwork mandated by law.\n\n         Any costs and expenses incurred by Manager in connection with\nconforming to any change to the Program Requirements during the term of this\nagreement are the responsibility of Manager.\n\n         9.3 MANAGER'S RIGHT TO REQUEST REVIEW OF CHANGES. If Sprint PCS\nannounces a change to a Program Requirement that will:\n\n                  (a) cause the Manager to spend an additional amount greater\nthan 5% of Manager's shareholder's equity or capital account plus Manager's\nlong-term debt (i.e., notes that mature more than one year from the date\nissued), as reflected on Manager's books; or\n\n                  (b) cause the long term operating expenses of Manager on a per\nunit basis using a 10-year time frame to increase by more than 10% on a net\npresent value basis,\n\nthen Manager may give Sprint PCS a written notice requesting Sprint PCS to\nreconsider the change.\n\n         The Sprint PCS Vice President or the designee of the Sprint PCS Chief\nOfficer in charge of the group that manages the Sprint PCS relationship with\nManager will review Manager's request and render a decision regarding the\nchange. If after the review and decision by the Vice President or designee,\nManager is still dissatisfied, then Manager may ask that the Chief Officer to\nwhom the Vice President or designee reports review the matter. If Sprint PCS\nstill requires Manager to implement the change to the Program Requirement\nfollowing, the Chief Officer's review, then upon Manager's failure to implement\nthe change an Event of Termination will be deemed to have occurred under Section\n11.3.3, Manager will not have a right to cure such breach, and Sprint PCS may\nexercise its rights and remedies under Section 11.6.\n\n         9.4 SPRINT PCS' RIGHT TO IMPLEMENT CHANGES. If Manager requests Sprint\nPCS to reconsider a change to a Program Requirement as permitted under Section\n9.3 and Sprint PCS decides it will not require Manager to make the change,\nSprint PCS may, but is not required to, implement the change at Sprint PCS'\nexpense, in which event Manager will be required to operate the Service Area\nNetwork, as changed, but Sprint PCS will be entitled to any revenue derived from\nthe change.\n\n\n                                       17\n   24\n\n\n         9.5 RIGHTS OF INSPECTION. Sprint PCS and its authorized agents and\nrepresentatives may enter upon the premises of any office or facility operated\nby or for Manager at any time, with reasonable advance notice to Manager if\npossible, to inspect, monitor and test in a reasonable manner the Service Area\nNetwork, including the facilities, equipment, books and records of Manager, to\nensure that Manager has complied or is in compliance with all covenants and\nobligations of Manager under this agreement, including Manager's obligation to\nconform to the Program Requirements. The inspection, monitoring and testing may\nnot disrupt the operations of the office or facility, nor impede Manager's\naccess to the Service Area Network.\n\n         9.6 MANAGER'S RESPONSIBILITY TO INTERFACE WITH SPRINT PCS. Manager will\nuse platforms fully capable of interfacing with the Sprint PCS platforms in\noperating the Service Area Network and in providing Sprint PCS Products and\nServices. Manager will pay the expense of making its platforms fully capable of\ninterfacing with Sprint PCS, including paying for the following:\n\n                           (i) connectivity;\n\n                           (ii) any changes that Manager requests Sprint PCS to\n         make to Sprint PCS systems to interconnect with Manager's systems that\n         Sprint PCS, in its sole discretion, agrees to make;\n\n                           (iii) equipment to run Manager's software;\n\n                           (iv) license fees for Manager's software; and\n\n                           (v) Manager's upgrades or changes to its platforms.\n\n                                    10. FEES\n\n         10.1 FEES AND PAYMENTS.\n\n                  10.1.1 FEE BASED ON COLLECTED REVENUES. Sprint PCS will pay to\nManager a weekly fee equal to 92% of Collected Revenues for the week for all\nobligations of Manager under this Agreement. The fee will be due on Thursday of\nthe week following the week for which the fee is calculated.\n\n                  10.1.2 PAYMENT OF UNIVERSAL SERVICE FUNDS. Sprint PCS and\nManager will share any federal and state subsidy funds (e.g., payments by a\nstate of universal service fund subsidies to Sprint PCS or Manager), if any,\nreceived by Sprint PCS or Manager for customers who reside in the portion of the\nService Area served by the Service Area Network. Manager is entitled to 92% of\nany amount received by either party and Sprint PCS is entitled to 8% of such\namounts.\n\n                  10.1.3 INTER SERVICE AREA FEES. Sprint PCS will pay to Manager\nmonthly a fee as set out in the Sprint PCS Roaming and Inter Service Area\nProgram, for each minute of use that a customer of Sprint PCS or one of the\nOther Managers whose NPA-NXX is not assigned to the Service Area Network uses\nthe Service Area Network. Manager will pay to Sprint PCS a fee, as set out in\nthe Sprint PCS Roaming and Inter Service Area Program, for each minute of use\nthat a customer whose NPA-NXX is assigned to the Service Area Network uses a\nportion of the Sprint PCS Network other than the Service Area Network. Manager\nacknowledges that the manner in which the NPA-NXX is utilized could change,\nwhich will require a modification in the manner in which the inter service area\nfees, if any, will be calculated.\n\n\n                                       18\n   25\n\n\n                  10.1.4 INTERCONNECT FEES. Manager will pay to Sprint PCS (or\nto other carriers as appropriate) monthly the interconnect fees, if any, as\nprovided under Section 1.4.\n\n                  10.1.5 OUTBOUND ROAMING FEES. If not otherwise provided under\nany Program Requirement:\n\n                  (a) Sprint PCS will pay to Manager monthly the amount of\nOutbound Roaming fees that Sprint PCS collects for the month from end users\nwhose NPA-NXX is assigned to the Service Area; and\n\n                  (b) Manager will pay to Sprint PCS (or to a clearinghouse or\nother carrier as appropriate) the direct cost of providing the capability for\nthe Outbound Roaming, including any amounts payable to the carrier that handled\nthe roaming call and the clearinghouse operator.\n\n                  10.1.6 REIMBURSEMENTS. Manager will pay to or reimburse Sprint\nPCS for any amounts that Sprint PCS is required to pay to a third party (e.g., a\ntelecommunications carrier) to the extent Sprint PCS already paid such amount to\nManager under this Section 10.\n\n         10.2 MONTHLY TRUE UP. Manager will report to Sprint PCS monthly the\namount of Collected Revenues received directly by the Manager (e.g., customer\nmails payment to the business address of Manager rather than to the lockbox or a\ncustomer pays a direct sales force representative in cash). Sprint PCS will on a\nmonthly basis true up the fees and payments due under Section 10.1 against the\nactual payments made by Sprint PCS to Manager. Sprint PCS will provide to\nManager a true up report each month showing the true up and the net amount due\nfrom one party to the other, if any. If the weekly payments made to Manager\nexceed the actual fees and payments due to Manager, then Manager will remit the\namount of the overpayment to Sprint PCS within 5 Business Days after receiving\nthe true up report from Sprint PCS. If the weekly payments made to Manager are\nless than the actual fees and payments due to Manager, then Sprint PCS will\nremit the shortfall to Manager within 5 Business Days after sending the true up\nreport to Manager.\n\n         If a party disputes any amount on the true up report, the disputing\nparty must give the other party written notice of the disputed amount and the\nreason for the dispute within 90 days after it receives the true up report. The\ndispute will be resolved through the dispute resolution process in Section 14.\nThe parties must continue to pay to the other party any undisputed amounts owed\nunder this agreement during the dispute resolution process. The dispute of an\nitem does not stay or diminish a party's other rights and remedies under this\nagreement.\n\n         10.3 TAXES. Manager will pay or reimburse Sprint PCS for any sales,\nuse, gross receipts or similar tax, administrative fee, telecommunications fee\nor surcharge for taxes or fees levied by a governmental authority on the fees\nand charges payable by Sprint PCS to Manager.\n\n         Manager will report all taxable property to the appropriate taxing\nauthority for ad valorem tax purposes. Manager will pay as and when due all\ntaxes, assessments, liens, encumbrances, levies, and other charges against the\nreal estate and personal property owned by Manager or used by Manager in\nfulfilling its obligations under this agreement.\n\n         Manager is responsible for paying all sales, use, or similar taxes on\nthe purchase and use of its equipment, advertising, and other goods or services\nin connection with this agreement.\n\n\n                                       19\n   26\n\n\n         10.4 COLLECTED REVENUES DEFINITION. \"Collected Revenues\" means actual\npayments received by or on behalf of Sprint PCS or Manager for Sprint PCS\nProducts and Services from others, including the customers, whose NPA-NXX is the\nsame as that for the portion of the Service Area served by the Service Area\nNetwork. In determining Collected Revenues the following principles will apply.\n\n                  (a) The following items will be treated as follows:\n\n                           (i) Collected Revenues do not include revenues from\n         federal and state subsidy funds; they are handled separately as noted\n         in Section 10.1.2;\n\n                           (ii) Collected Revenues do include any amounts\n         received for the payment of Inbound Roaming charges and interconnect\n         fees when calls are carried on the Service Area Network; and\n\n                           (iii) Collected Revenues do not include any amounts\n         received with respect to any changes made by Sprint PCS under Section\n         9.4.\n\n                  (b) The following items are not Collected Revenues; Sprint PCS\nis obligated to remit the amounts received with respect to such items, if any,\nto Manager, as follows:\n\n                           (i) inter service area payments will be paid as\n         provided under Section 10.1.3;\n\n                           (ii) Outbound Roaming and related charges will be\n         paid as provided under Section 10.1.5;\n\n                           (iii) proceeds from the sale or lease of subscriber\n         equipment and accessories will be paid to Manager, subject to the\n         equipment settlement process in Section 4.1.2;\n\n                           (iv) proceeds from sales not in the ordinary course\n         of business (e.g., sales of switches, cell sites, computers, vehicles\n         or other fixed assets);\n\n                           (v) any amounts collected with respect to sales and\n         use taxes, gross receipts taxes, transfer taxes, and similar taxes,\n         administrative fees, telecommunications fees, and surcharges for taxes\n         and fees that are collected by a carrier for the benefit of a\n         governmental authority, subject to Manager's obligation under Section\n         10.3; and\n\n                           (vi) Manager will be entitled to 100% of all revenues\n         received by Sprint PCS with respect to sales of Manager's Products and\n         Services.\n\n                  (c) The following items are not Collected Revenues; neither\nparty is obligated to remit any amounts respecting, such items:\n\n                           (i) reasonable adjustments of a customer's account\n         (e.g., if Sprint PCS or Manager reduces a customer's bill, then the\n         amount of the adjustment is not Collected Revenues); and\n\n\n                                       20\n   27\n\n\n                           (ii) amount of bad debt and fraud associated with\n         customers whose NPA-NXX is assigned to the Service Area (e.g., if\n         Sprint PCS or Manager writes off a customer's bill as a bad debt, there\n         are no Collected Revenues on which a fee is due to Manager).\n\n         10.5 LATE PAYMENTS. Any amount due under this Section 10 that is not\npaid by one party to the other party in accordance with the terms of this\nagreement will bear interest at the Default Rate beginning (and including) the\n3rd day after the due date until (and including) the date paid.\n\n         10.6 SETOFF RIGHT IF FAILURE TO PAY AMOUNTS DUE. If Manager fails to\npay any undisputed amount due Sprint PCS or a Related Party of Sprint PCS under\nthis agreement, the Services Agreement, or any other agreement with Sprint PCS\nor a Related Party of Sprint PCS, then Sprint PCS may setoff against its\npayments to Manager under this Section 10, the following amounts:\n\n                  (a) any amount that Manager owes to Sprint PCS or a Related\nParty of Sprint PCS, including amounts due under the Services Agreement; and\n\n                  (b) any amount that Sprint PCS reasonably estimates will be\ndue to Sprint PCS for the current month under the Services Agreement (e.g., if\nunder the Services Agreement customer care calls are billed monthly, Sprint PCS\ncan deduct from the weekly payment to Manager an amount Sprint PCS reasonably\nestimates will be due Sprint PCS on account of such customer care calls under\nthe Services Agreement).\n\nOn a monthly basis Sprint PCS will true up the estimated amounts deducted\nagainst the actual amounts due Sprint PCS and Sprint PCS' Related Parties. If\nthe estimated amounts deducted by Sprint PCS exceed the actual amounts due to\nSprint PCS and Sprint PCS' Related Parties, then Sprint PCS will remit the\nexcess to Manager with the next weekly payment. If the estimated amounts\ndeducted are less than the actual amounts due to Sprint PCS and its Related\nParties, then Sprint PCS may continue to setoff the payments to Manager against\nthe amounts due to Sprint PCS and Sprint PCS' Related Parties. This right of\nsetoff is in addition to any other right that Sprint PCS may have under this\nagreement.\n\n                  11. TERM; TERMINATION; EFFECT OF TERMINATION\n\n         11.1 INITIAL TERM. This agreement commences on the date of execution\nand, unless terminated earlier in accordance with the provisions of this Section\n11, continues for a period of 20 years (the \"Initial Term\").\n\n         11.2 RENEWAL TERMS. Following expiration of the Initial Term, this\nagreement will automatically renew for 3 successive 10-year renewal periods (for\na maximum of 50 years including the Initial Term), unless at least 2 years prior\nto the commencement of any renewal period either party notifies the other party\nin writing that it does not wish to renew this agreement.\n\n                  11.2.1 NON-RENEWAL RIGHTS OF MANAGER. If this agreement will\nterminate because Sprint PCS gives Manager timely written notice of non-renewal\nof this agreement, then Manager may exercise its rights under Section 11.2.1.1\nor, if applicable, its rights under Section 11.2.1.2.\n\n                  11.2.1.1 Manager's Put Right. Manager may within 30 days after\n         the date Sprint PCS gives notice of non-renewal put to Sprint PCS all\n         of the Operating Assets. Sprint PCS will pay to Manager for the\n         Operating Assets an amount equal to 80% of the Entire Business Value.\n         The closing of the\n\n                                       21\n\n   28\n\n\n         purchase of the Operating Assets will occur within 20 days after the\n         later of (a) the receipt by Sprint PCS of the written notice of\n         determination of the Entire Business Value provided by the appraisers\n         under Section 11.7 or (b) the receipt of all materials required to be\n         delivered to Sprint PCS under Section 11.8. Upon closing the purchase\n         of the Operating Assets this agreement will be deemed terminated. The\n         exercise of the put, the determination of the Operating Assets, the\n         representations and warranties made by Manager with respect to the\n         Operating Assets and the business, and the process for closing the\n         purchase will be subject to the terms and conditions set forth in\n         Section 11.8.\n\n                  11.2.1.2  Manager's Purchase Right.\n\n                           (a) If Sprint PCS owns 20 MHz or more of PCS spectrum\n                  in the Service Area under the License on the date this\n                  agreement is executed, then Manager may within 30 days after\n                  the date Sprint PCS gives notice of nonrenewal declare its\n                  intent to purchase the Disaggregated License. Subject to\n                  receipt of FCC approval of the necessary disaggregation and\n                  partition, Manager may purchase from Sprint PCS the\n                  Disaggregated License for an amount equal to the greater of\n                  (1) the original cost of the License to Sprint PCS (pro rated\n                  on a pops and spectrum basis) plus the microwave relocation\n                  costs paid by Sprint PCS or (2) 10% of the Entire Business\n                  Value.\n\n                           (b) Upon closing the purchase of the spectrum this\n                  agreement will be deemed terminated. The closing of the\n                  purchase of the Disaggregated License will occur within the\n                  later of:\n\n                                    (1) 20 days after the receipt by Manager of\n                           the written notice of determination of the Entire\n                           Business Value by the appraisers under Section 11.7;\n                           or\n\n                                    (2) 10 days after the approval of the sale\n                           of the Disaggregated License by the FCC.\n\n                           (c) The exercise of the purchase right, the\n                  determination of the geographic extent of the Disaggregated\n                  License coverage, the representations and warranties made by\n                  Sprint PCS with respect to the Disaggregated License, and the\n                  process for closing the purchase will be subject to the terms\n                  and conditions set forth in Section 11.8.\n\n                           (d) After the closing of the purchase Manager will\n                  allow:\n\n                                    (1) subscribers of Sprint PCS to roam on\n                           Manager's network; and\n\n                                    (2) Sprint PCS to resell Manager's Products\n                           and Services.\n\n                  Manager will charge Sprint PCS a MFN price in either case.\n\n                  11.2.2 NON-RENEWAL RIGHTS OF SPRINT PCS. If this agreement\nwill terminate because of any of the following five (5) events, then Sprint PCS\nmay exercise its rights under Section 11.2.2.1 or, if applicable, its rights\nunder Section 11.2.2.2:\n\n                  (a) Manager gives Sprint PCS timely written notice of\nnonrenewal of this agreement;\n\n\n                                       22\n   29\n\n\n                  (b) both parties give timely written notices of non-renewal;\n\n                  (c) this agreement expires with neither party giving a written\nnotice of non-renewal;\n\n                  (d) either party elects to terminate this agreement under\nSection 11.3.4(a); or\n\n                  (e) Manager elects to terminate this agreement under Section\n11.3.4(b).\n\n                  11.2.2.1 Sprint PCS' Purchase Right. Sprint PCS may purchase\n         from Manager all of the Operating Assets. Sprint PCS will pay to\n         Manager an amount equal to 80% of the Entire Business Value. The\n         closing of the purchase of the Operating Assets will occur within 20\n         days after the later of (a) the receipt by Sprint PCS of the written\n         notice of determination of the Entire Business Value provided by the\n         appraisers under Section 11.7 or (b) the receipt of all materials\n         required to be delivered to Sprint PCS under Section 11.8. Upon closing\n         the purchase of the Operating Assets this agreement will be deemed\n         terminated. The exercise of the purchase right, the determination of\n         the Operating Assets, the representations and warranties made by\n         Manager with respect to the Operating Assets and the business, and the\n         process for closing the purchase will be subject to the terms and\n         conditions set forth in Section 11.8.\n\n                  11.2.2.2 Sprint PCS' Put Right.\n\n                           (a) Sprint PCS may, subject to receipt of FCC\n                  approval, put to Manager the Disaggregated License for a\n                  purchase price equal to the greater of (1) the original cost\n                  of the License to Sprint PCS (pro rated on a pops and spectrum\n                  basis) plus the microwave relocation costs paid by Sprint PCS\n                  or (2) 10% of the Entire Business Value.\n\n                           (b) Upon closing the purchase of the Disaggregated\n                  License this agreement will be deemed terminated. The closing\n                  of the purchase of the Disaggregated License will occur within\n                  the later of:\n\n                                    (1) 20 days after the receipt by Sprint PCS\n                           of the written notice of determination of the Entire\n                           Business Value by the appraisers under Section 11.7;\n                           or\n\n                                    (2) 10 days after the approval of the sale\n                           of the Disaggregated License by the FCC.\n\n                           (c) The exercise of the put, the determination of the\n                  geographic extent of the Disaggregated License coverage, the\n                  representations and warranties made by Sprint PCS with respect\n                  to the Disaggregated License, and the process for closing the\n                  purchase will be subject to the terms and conditions set forth\n                  in Section 11.8.\n\n                           (d) Manager may, within 10 days after it receives\n                  notice of Sprint PCS' exercise of its put, advise Sprint PCS\n                  of the amount of spectrum (not to exceed 10 MHz) it wishes to\n                  purchase. After the purchase Manager will allow:\n\n\n                                       23\n\n   30\n\n\n                                    (1) subscribers of Sprint PCS to roam on\n                           Manager's network; and\n\n                                    (2) Sprint PCS to resell Manager's Products\n                           and Services.\n\n         Manager will charge Sprint PCS a MFN price in either case.\n\n                  11.2.3 EXTENDED TERM AWAITING FCC APPROVAL. If Manager is\nbuying the Disaggregated License as permitted or required under Sections\n11.2.1.2 or 11.2.2.2, then the Term of this agreement will extend beyond the\noriginal expiration date until the closing of the purchase of the Disaggregated\nLicense. The parties agree to exercise their respective commercially reasonable\nefforts to obtain FCC approval of the transfer of the Disaggregated License.\n\n         11.3 EVENTS OF TERMINATION. An \"Event of Termination\" is deemed to\noccur when a party gives written notice to the other party of the Event of\nTermination as permitted below:\n\n                  11.3.1 TERMINATION OF LICENSE.\n\n                  (a) At the election of either party this agreement may be\nterminated at the time the FCC revokes or fails to renew the License. Unless\nManager has the right to terminate this agreement under Section 11.3.1(b),\nneither party has any claim against the other party if the FCC revokes or fails\nto renew the License, even if circumstances would otherwise permit one party to\nterminate this agreement based on a different Event of Termination, except that\nthe parties will have the right to pursue claims against each other as permitted\nunder Section 11.4(b).\n\n                  (b) If the FCC revokes or fails to renew the License because\nof a breach of this agreement by Sprint PCS, then Manager has the right to\nterminate this agreement under Section 11.3.3 and not this Section 11.3.1.\n\n                  11.3.2 BREACH OF AGREEMENT: PAYMENT OF MONEY TERMS. At the\nelection of the non- breaching party this agreement may be terminated upon the\nfailure by the breaching party to pay any amount due under this agreement or any\nother agreement between the parties or their respective Related Parties, if the\nbreach is not cured within 30 days after the breaching party's receipt of\nwritten notice of the nonpayment from the non-breaching party.\n\n                  11.3.3 BREACH OF AGREEMENT: OTHER TERMS. At the election of\nthe nonbreaching party this agreement may be terminated upon the material breach\nby the breaching party of any material term contained in this agreement that\ndoes not regard the payment of money, if the breach is not cured within 30 days\nafter the breaching party's receipt of written notice of the breach from the\nnon-breaching party, except the cure period will continue for a reasonable\nperiod beyond the 30-day period, but will under no circumstances exceed 180 days\nafter the breaching party's receipt of written notice of the breach, if it is\nunreasonable to cure the breach within the 30-day period, and the breaching\nparty takes action prior to the end of the 30-day period that is reasonably\nlikely to cure the breach and continues to diligently take action necessary to\ncure the breach.\n\n                  11.3.4 REGULATORY CONSIDERATIONS.\n\n                  (a) At the election of either party this agreement may be\nterminated if this agreement violates any applicable law in any material respect\nwhere such violation (i) is classified as a felony or (ii)\n\n                                       24\n\n   31\n\n\nsubjects either party to substantial monetary fines or other substantial\ndamages, except that before causing any termination the parties must use best\nefforts to modify this agreement, as necessary to cause this agreement (as\nmodified) to comply with applicable law and to preserve to the extent possible\nthe economic arrangements set forth in this agreement.\n\n                  (b) At the election of Manager this agreement may be\nterminated if the regulatory action described under 11.3.4(a) is the result of a\ndeemed change of control of the License and the parties are unable to agree upon\na satisfactory resolution of the matter with the regulatory authority without a\ncomplete termination of this agreement.\n\n                  11.3.5 TERMINATION OF TRADEMARK LICENSE AGREEMENTS. If either\nTrademark License Agreement terminates under its terms, then:\n\n                  (a) Manager may terminate this agreement if the Trademark\nLicense Agreement terminated because of a breach of the Trademark License\nAgreement by Sprint PCS or Sprint; and\n\n                  (b) Sprint PCS may terminate this agreement if the Trademark\nLicense Agreement terminated because of a breach of the Trademark License\nAgreement by Manager.\n\n                  11.3.6 FINANCING CONSIDERATIONS. At the election of Sprint PCS\nthis agreement may be terminated upon the failure of Manager to obtain the\nfinancing described in Exhibit 1.7 by the deadline(s) set forth on such Exhibit.\n\n                  11.3.7 BANKRUPTCY OF A PARTY. At the election of the\nnon-bankrupt party, this agreement may be terminated upon the occurrence of a\nVoluntary Bankruptcy or an Involuntary Bankruptcy of the other party.\n\n                  \"Voluntary Bankruptcy\" means:\n\n                           (a) the inability of a party generally to pay its\n                  debts as the debts become due, or an admission in writing by a\n                  party of its inability to pay its debts generally or a general\n                  assignment by a party for the benefit of creditors;\n\n                           (b) the filing of any petition or answer by a party\n                  seeking to adjudicate itself a bankrupt or insolvent, or\n                  seeking any liquidation, winding up, reorganization,\n                  arrangement, adjustment, protection, relief, or composition\n                  for itself or its debts under any law relating to bankruptcy,\n                  insolvency or reorganization or relief of debtors, or seeking,\n                  consenting to, or acquiescing in the entry of an order for\n                  relief or the appointment of a receiver, trustee, custodian or\n                  other similar official for itself or for substantially all of\n                  its property; or\n\n                           (c) any action taken by a party to authorize any of\n                  the actions set forth above.\n\n                           \"Involuntary Bankruptcy\" means, without the consent\n                  or acquiescence of a party:\n\n                           (a) the entering of an order for relief or approving\n                  a petition for relief or reorganization;\n\n\n                                       25\n\n   32\n\n\n                           (b) any petition seeking any reorganization,\n                  arrangement, composition, readjustment, liquidation,\n                  dissolution or other similar relief under any present or\n                  future bankruptcy, insolvency or similar statute, law or\n                  regulation;\n\n                           (c) the filing of any petition against a party, which\n                  petition is not dismissed within 90 days; or\n\n                           (d) without the consent or acquiescence of a party,\n                  the entering of an order appointing a trustee, custodian,\n                  receiver or liquidator of party or of all or any substantial\n                  part of the property of the party, which order is not\n                  dismissed within 90 days.\n\n         11.4 EFFECT OF AN EVENT OF TERMINATION.\n\n                  (a) Upon the occurrence of an Event of Termination, the party\nwith the right to terminate this agreement or to elect the remedy upon the Event\nof Termination, as the case may be, may:\n\n                           (i) in the case of an Event of Termination under\n         Sections 11.3.1(a) or 11.3.7, give the other party written notice that\n         the agreement is terminated effective as of the date of the notice, in\n         which case neither party will have any other remedy or claim for\n         damages (except any claim the non-bankrupt party has against the\n         bankrupt party and any claims permitted under Section 11.4(b)); or\n\n                           (ii) in the case of an Event of Termination other\n         than under Section 11.3.1(a), give the other party written notice that\n         the party is exercising one of its rights, if any, under Section 11.5\n         or Section 11.6.\n\n                  (b) If the party terminates this agreement under Section\n11.4(a)(i) then all rights and obligations of each party under this agreement\nwill immediately cease, except that:\n\n                           (i) any rights arising out of a breach of any terms\n         of this agreement will survive any termination of this agreement;\n\n                           (ii) the provisions described in Section 17.23 will\n         survive any termination of this agreement;\n\n                           (iii) the payment obligations under Section 10 will\n         survive any termination of this agreement if, and to the extent, any\n         costs or fees have accrued or are otherwise due and owing as of the\n         date of termination of this agreement from Manager to Sprint PCS or any\n         Sprint PCS Related Party or from Sprint PCS to Manager or any Manager\n         Related Party;\n\n                           (iv) either party may terminate this agreement in\n         accordance with the terms of this agreement without any liability for\n         any loss or damage arising out of or related to such termination,\n         including any loss or damage arising out of the exercise by Sprint PCS\n         of its rights under Section 11.6.3;\n\n\n                                       26\n\n   33\n\n\n                           (v) Manager will use all commercially reasonable\n         efforts to cease immediately all of their respective efforts to market,\n         sell, promote or distribute the Sprint PCS Products and Services;\n\n                           (vi) Sprint PCS has the option to buy from Manager\n         any new unsold subscriber equipment and accessories, at the prices\n         charged to Manager;\n\n                           (vii) the parties will immediately stop making any\n         statements or taking any action that might cause third parties to infer\n         that any business relationship continues to exist between the parties,\n         and where necessary or advisable, the parties will inform third parties\n         that the parties no longer have a business relationship; and\n\n                           (viii) if subscriber equipment and accessories are in\n         transit when this agreement is terminated, Sprint PCS may, but does not\n         have the obligation to, cause the freight carrier to not deliver the\n         subscriber equipment and accessories to Manager but rather to deliver\n         the subscriber equipment and accessories to Sprint PCS.\n\n                  (c) If the party exercises its rights under Section\n11.4(a)(ii), this agreement will continue in full force and effect until\notherwise terminated.\n\n                  (d) If this agreement terminates for any reason other than\nManager's purchase of the Disaggregated License, Manager will not, for 3 years\nafter the date of termination compile, create, or use for the purpose of selling\nmerchandise or services similar to any Sprint PCS Products and Services, or\nsell, transfer or otherwise convey to a third party, a list of customers who\npurchased, leased or used any Sprint PCS Products and Services. Manager may use\nsuch a list for its own internal analysis of its business practices and\noperations. If this agreement terminates because of Manager's purchase of the\nDisaggregated License, then Sprint PCS will transfer to Manager the Sprint PCS\ncustomers with a MIN assigned to the Service Area covered by the Disaggregated\nLicense, but Sprint PCS retains the customers of a national account and any\nresellers who have entered into a resale agreement with Sprint PCS. Manager\nagrees not to solicit, directly or indirectly, any customers of Sprint PCS not\ntransferred to Manager under this Section 11.4(d) for 2 years after the\ntermination of this agreement, except that Manager's advertising through mass\nmedia will not be considered a solicitation of Sprint PCS customers.\n\n         11.5 MANAGER'S EVENT OF TERMINATION RIGHTS AND REMEDIES. In addition to\nany other right or remedy that Manager may have under this agreement, the\nparties agree that Manager will have the rights and remedies set forth in this\nSection 11.5 and that such rights and remedies will survive the termination of\nthis agreement. If Manager has a right to terminate this agreement as the result\nof the occurrence of an Event of Termination under Sections 11.3.2, 11.3.3,\n11.3.5 or 11.3.7 (if Manager is the non-bankrupt party), then Manager has the\nright to elect one of the following three (3) remedies, except Manager cannot\nelect its remedies under Sections 11.5.1 or 11.5.2 during the first 2 years of\nthe Initial Term with respect to an Event of Termination under Section 11.3.3.\n\n                  11.5.1 MANAGER'S PUT RIGHT. Manager may put to Sprint PCS\nwithin 30 days after the Event of Termination all of the Operating Assets.\nSprint PCS will pay to Manager an amount equal to 80% of the Entire Business\nValue. The closing of the purchase of the Operating Assets will occur within 20\ndays after the later of:\n\n\n                                       27\n\n   34\n\n\n                  (a) the receipt by Sprint PCS of the written notice of\ndetermination of the Entire Business Value by the appraisers under Section 11.7;\nor\n\n                  (b) the receipt of all materials required to be delivered to\nSprint PCS under Section 11.8.\n\n         Upon closing the purchase of the Operating Assets this agreement will\nbe deemed terminated. The exercise of the put, the determination of the\nOperating Assets, the representations and warranties made by the Manager with\nrespect to the Operating Assets and the business, and the process for closing\nthe purchase will be subject to the terms and conditions set forth in Section\n11.8.\n\n                  11.5.2 MANAGER'S PURCHASE RIGHT.\n\n                  (a) If Sprint PCS owns 20 MHz or more of PCS spectrum in the\nService Area under the License on the date this agreement is executed, then\nManager may, subject to receipt of FCC approval, purchase from Sprint PCS the\nDisaggregated License for the greater of (1) the original cost of the License to\nSprint PCS (pro rated on a pops and spectrum basis) plus the microwave\nrelocation costs paid by Sprint PCS or (2) 9% (10% minus a 10% penalty) of the\nEntire Business Value.\n\n                  (b) Upon closing the purchase of the Disaggregated License\nthis agreement will be deemed terminated. The closing of the purchase of the\nDisaggregated License will occur within the later of:\n\n                                    (1) 20 days after the receipt by Manager of\n                           the written notice of determination of the Entire\n                           Business Value by the appraisers under Section 11.7;\n                           or\n\n                                    (2) 10 days after the approval of the sale\n                           of the Disaggregated License by the FCC.\n\nThe exercise of the purchase right, the determination of the geographic extent\nof the Disaggregated License coverage, the representations and warranties made\nby Sprint PCS with respect to the Disaggregated License, and the process for\nclosing the purchase will be subject to the terms and conditions set forth in\nSection 11.8.\n\n                  (c) After the closing of the purchase Manager will allow:\n\n                                    (1) subscribers of Sprint PCS to roam on\n                           Manager's network; and\n\n                                    (2) Sprint PCS to resell Manager's Product\n                           and Services.\n\nManager will charge Sprint PCS a MFN price in either case.\n\n                  11.5.3 MANAGER'S ACTION FOR DAMAGES OR OTHER RELIEF. Manager,\nin accordance with the dispute resolution process in Section 14, may seek\ndamages or other appropriate relief.\n\n         11.6 SPRINT PCS' EVENT OF TERMINATION RIGHTS AND REMEDIES. In addition\nto any other right or remedy that Sprint PCS may have under this agreement, the\nparties agree that Sprint PCS will have the rights and remedies set forth in\nthis Section 11.6 and that such rights and remedies will survive the termination\nof this agreement. If Sprint PCS has a right to terminate this agreement as the\nresult of the occurrence of an Event of Termination under Sections 11.3.2,\n11.3.3, 11.3.5, 11.3.6 or 11.3.7 (if Sprint PCS is the non-bankrupt party),\n\n                                       28\n   35\nthen Sprint PCS has the right to elect one of the following four (4) remedies,\nexcept that (i) if Sprint PCS elects the remedies under Sections 11.6.1, 11.6.2\nor 11.6.4, Sprint PCS may pursue its rights under Section 11.6.3 concurrently\nwith its pursuit of one of the other three remedies, (ii) Sprint PCS cannot\nelect its remedies under Sections 11.6.1 or 11.6.2 during the first 2 years\nof the Initial Term with respect to an Event of Termination under Section 11.3.3\n(unless the Event of Termination is caused by a breach related to the Build-out\nPlan or the build-out of the Service Area Network), and (iii) Sprint PCS cannot\nelect its remedy under Section 11.6.2 during the first 2 years of the Initial\nTerm with respect to an Event of Termination under Section 11.3.6.\n\n                  11.6.1 SPRINT PCS' PURCHASE RIGHT. Sprint PCS may purchase\nfrom Manager all of the Operating Assets. Sprint PCS will pay to Manager an\namount equal to 72% (80% minus a 10% penalty) of the Entire Business Value. The\nclosing of the purchase of the Operating Assets will occur within 20 days after\nthe later of:\n\n                  (a) the receipt by Sprint PCS of the written notice of\ndetermination of the Entire Business Value by the appraisers pursuant to Section\n11.7; or\n\n                  (b) the receipt of all materials required to be delivered to\nSprint PCS under Section 11.8.\n\n         Upon closing the purchase of the Operating Assets this agreement will\nbe deemed terminated. The exercise of the purchase right, the determination of\nthe Operating Assets, the representations and warranties made by Manager with\nrespect to the Operating Assets and the business, and the process for closing\nthe purchase will be subject to the terms and conditions set forth in Section\n11.8.\n\n                  11.6.2 SPRINT PCS' PUT RIGHT.\n\n                  (a) Sprint PCS may, subject to receipt of FCC approval, put to\nManager the Disaggregated License for a purchase price equal to the greater of\n(1) the original cost of the License to Sprint PCS (pro rated on a pops and\nspectrum basis) plus the microwave relocation costs paid by Sprint PCS or (2)\n10% of the Entire Business Value.\n\n                  (b) Upon closing the purchase of the Disaggregated License\nthis agreement will be deemed terminated. The closing of the purchase of the\nDisaggregated License will occur within the later of:\n\n                                    (1) 20 days after the receipt by Sprint PCS\n                           of the written notice of determination of the Entire\n                           Business Value by the appraisers under Section 11.7;\n                           or\n\n                                    (2) 10 days after the approval of the sale\n                           of the Disaggregated License by the FCC.\n\n                  (c) The exercise of the put, the determination of the\ngeographic extent of the Disaggregated License coverage, the representations and\nwarranties made by Sprint PCS with respect to the Disaggregated License, and the\nprocess for closing the purchase will be subject to the terms and conditions set\nforth in Section 11.8.\n\n                  (d) Manager may, within 10 days after it receives notice of\nSprint PCS' exercise of its put, advise Sprint PCS of the amount of spectrum\n(not to exceed 10 MHz) it wishes to purchase. After the closing of the purchase\nManager will allow:\n\n                                       29\n\n   36\n\n\n\n                                    (1) subscribers of Sprint PCS to roam on\n                           Manager's network; and\n\n                                    (2) Sprint PCS to resell Manager's Products\n                           and Services.\n\nManager will charge Sprint PCS a MFN price in either case.\n\n                  11.6.3 SPRINT PCS' RIGHT TO CAUSE A CURE.\n\n                  (a) Sprint PCS' Right. Sprint PCS may, but is not obligated\nto, take such action as it deems necessary to cure Manager's breach of this\nagreement, including assuming operational responsibility for the Service Area\nNetwork to complete construction, continue operation, complete any necessary\nrepairs, implement changes necessary to comply with the Program Requirements and\nterms of this agreement, or take such other steps as are appropriate under the\ncircumstances, or Sprint PCS may designate a third party or parties to do the\nsame, to assure uninterrupted availability and deliverability of Sprint PCS\nProducts and Services in the Service Area, or to complete the build-out of the\nService Area Network in accordance with the terms of this agreement. In the\nevent that Sprint PCS elects to exercise its right under this Section 11.6.3,\nSprint PCS will give Manager written notice of such election. Upon giving such\nnotice:\n\n                                    (1) Manager will collect and make available\n                           at a convenient, central location at its principal\n                           place of business, all documents, books, manuals,\n                           reports and records related to the Build-out Plan and\n                           required to operate and maintain the Service Area\n                           Network; and\n\n                                    (2) Sprint PCS, its employees, contractors\n                           and designated third parties will have the\n                           unrestricted right to enter the facilities and\n                           offices of Manager for the purpose of curing the\n                           breach and, if Sprint PCS deems necessary, operate\n                           the Service Area Network.\n\nManager agrees to cooperate with and assist Sprint PCS to the extent requested\nby Sprint PCS to enable Sprint PCS to exercise its rights under this Section\n11.6.3.\n\n                  (b) Liability. Sprint PCS' exercise of its rights under this\nSection 11.6.3 will not be deemed an assumption by Sprint PCS of any liability\nattributable to Manager or any other party, except that, without limiting the\nprovisions of Section 13, during the period that Sprint PCS is curing a breach\nunder this agreement or operating any portion of the Service Area Network\npursuant to this Section 11.6.3, Sprint PCS will indemnify and defend Manager\nand its directors, partners, officers, employees and agents from and against,\nand reimburse and pay for, all claims, demands, damages, losses, judgments,\nawards, liabilities, costs and expenses (including reasonable attorneys' fees,\ncourt costs and other expenses of litigation), whether or not arising out of\nthird party claims, in connection with any suit, claim, action or other legal\nproceeding relating to the bodily injury, sickness or death of persons or the\ndamage to or destruction of property, real or personal, resulting from or\narising out of Sprint PCS' negligence or willful misconduct in curing the breach\nor in the operation of the Service Area Network. Sprint PCS' obligation under\nthis Section 11.6.3(b) will not apply to the extent of any claims, demands,\ndamages, losses, judgments, awards, liabilities, costs and expenses resulting\nfrom the negligence or willful misconduct of Manager or arising from any\ncontractual obligation of Manager.\n\n\n                                       30\n   37\n\n\n                  (c) Costs and Payments. During the period that Sprint PCS is\ncuring a breach or operating the Service Area Network under this Section 11.6.3,\nSprint PCS and Manager will continue to make any and all payments due to the\nother party and to third parties under this agreement, the Services Agreement\nand any other agreements to which such party is bound, except that Sprint PCS\nmay deduct from its payments to Manager all reasonable costs and expenses\nincurred by Sprint PCS in connection with the exercise of its right under this\nSection 11.6.3. Sprint PCS' operation of the Service Area Network pursuant to\nthis Section 11.6.3 is not a substitution for Manager's performance of its\nobligations under this agreement and does not relieve Manager of its other\nobligations under this agreement.\n\n                  (d) Length of Right. Sprint PCS may continue to operate the\nService Area Network in accordance with Section 11.6.3 until (i) Sprint PCS\ncures all breaches by Manager under this agreement; (ii) Manager cures all\nbreaches and demonstrates to Sprint PCS' satisfaction that it is financially and\noperationally willing, ready and able to perform in accordance with this\nagreement and resumes such performance; (iii) Sprint PCS consummates the\npurchase of the Operating Assets under Section 11.6.1 or the sale of the\nDisaggregated License under Section 11.6.2; or (iv) Sprint PCS terminates this\nagreement.\n\n                  (e) Not Under Services Agreement. The exercise by Sprint PCS\nof its right under this Section 11.6.3 does not represent services rendered\nunder the Services Agreement, and therefore it does not allow Manager to be\ndeemed in compliance with the Program Requirements under Sections 7.1(a)(ii),\n8.1(b).\n\n                  11.6.4 SPRINT PCS' ACTION FOR DAMAGES OR OTHER RELIEF. Sprint\nPCS, in accordance with the dispute resolution process in Section 14, may seek\ndamages or other appropriate relief.\n\n         11.7 DETERMINATION OF ENTIRE BUSINESS VALUE.\n\n                  11.7.1 APPOINTMENT OF APPRAISERS. Sprint PCS and Manager must\neach designate an independent appraiser within 30 days after giving the Purchase\nNotice under Exhibit 11.8. Sprint PCS and Manager will direct the two appraisers\nto jointly select a third appraiser within 15 days after the day the last of\nthem is appointed. Each appraiser must be an expert in the valuation of wireless\ntelecommunications businesses. Sprint PCS and Manager must direct the three\nappraisers to each determine, within 45 days after the appointment of the last\nappraiser, the Entire Business Value. Sprint PCS and Manager will each bear the\ncosts of the appraiser appointed by it, and they will share equally the costs of\nthe third appraiser.\n\n                  11.7.2 MANAGER'S OPERATING ASSETS. The following assets are\nincluded in the Operating Assets (as defined in the Schedule of Definitions):\n\n                  (a) network assets, including all personal property, real\nproperty interests in cell sites and switch sites, leasehold interests,\ncollocation agreements, easements, and rights-of-way;\n\n                  (b) all of the real, personal, tangible and intangible\nproperty and contract rights that Manager owns and uses in conducting , the\nbusiness of providing the Sprint PCS Products and Services, including the\ngoodwill resulting from Manager's customer base;\n\n                  (c) sale and distribution assets primarily dedicated (i.e., at\nleast 80% of their revenue is derived from the sale of Sprint PCS Products and\nServices) to the sale by Manager of Sprint PCS Products and Services. For\nexample, a retail store that derives at least 80% of its revenue from the sale\nof Sprint PCS\n\n\n                                       31\n   38\n\n\nProducts and Services is an Operating Asset. A store that derives 65 % of its\nrevenue from Sprint PCS Products and Services is not an Operating Asset;\n\n                  (d) customers, if any, that use both the other products and\nservices approved under Section 3.2 and the Sprint PCS Products and Services;\n\n                  (e) handset inventory;\n\n                  (f) books and records of the wireless business, including all\nengineering drawings and designs and financial records; and\n\n                  (g) all contracts used by Manager in operating the wireless\nbusiness including T1 service agreements, service contracts, interconnection\nagreements, distribution agreements, software license agreements, equipment\nmaintenance agreements, sales agency agreements and contracts with all equipment\nsuppliers.\n\n                  11.7.3 ENTIRE BUSINESS VALUE. Utilizing the valuation\nprinciples set forth below and in Section 11.7.4, \"Entire Business Value\" means\nthe fair market value of Manager's wireless business in the Service Area, valued\non a going concern basis.\n\n                  (a) The fair market value is based on the price a willing\nbuyer would pay a willing seller for the entire on-going business.\n\n                  (b) The appraisers will use the then-current customary means\nof valuing a wireless telecommunications business.\n\n                  (c) The business is conducted under the Brands and existing\nagreements between the parties and their respective Related Parties.\n\n                  (d) Manager owns the Disaggregated License (in the case where\nManager will be buying the Disaggregated License under Sections 11.2.1.2,\n11.2.2.2, 11.5.2 or 11.6.2) or Manager owns the spectrum and the frequencies\nactually used by Manager under this agreement (in the case where Sprint PCS will\nbe buying the Operating Assets under Sections 11.2.1.1, 11.2.2.1, 11.5.1 or\n11.6.1).\n\n                  (e) The valuation will not include any value for the business\nrepresented by Manager's Products and Services or any business not directly\nrelated to Sprint PCS Products and Services.\n\n                  11.7.4 CALCULATION OF ENTIRE BUSINESS VALUE. The Entire\nBusiness Value to be used to determine the purchase price of the Operating\nAssets or the Disaggregated License under this agreement is as follows:\n\n                  (a) If the highest fair market value determined by the\nappraisers is within 10% of the lowest fair market value, then the Entire\nBusiness Value used to determine the purchase price under this agreement will be\nthe arithmetic mean of the three appraised fair market values.\n\n                  (b) If two of the fair market values determined by the\nappraisers are within 10% of one another, and the third value is not within 10%\nof the other fair market values, then the Entire Business Value\n\n\n                                       32\n   39\n\n\nused to determine the purchase price under this agreement will be the arithmetic\nmean of the two more closely aligned fair market values.\n\n                  (c) If none of the fair market values is within 10% of the\nother two fair market values, then the Entire Business Value used to determine\nthe purchase price under this agreement will be the middle value of the three\nfair market values.\n\n         11.8 CLOSING TERMS AND CONDITIONS. The closing terms and conditions for\nthe transactions contemplated in this Section 11 are attached as Exhibit 11.8.\n\n         11.9 CONTEMPORANEOUS AND IDENTICAL APPLICATION. The parties agree that\nany action regarding renewal or non-renewal and any Event of Termination will\noccur contemporaneously and identically with respect to all Licenses. For\nexample, if Manager exercises its purchase right under Section 11.5.2, it must\nexercise such right with respect to all of the Licenses under this agreement.\nThe Term of this agreement will be the same for all Licenses; Manager will not\nbe permitted to operate a portion of the Service Area Network with fewer than\nall of the Licenses.\n\n         12.  BOOKS AND RECORDS; CONFIDENTIAL INFORMATION; INSURANCE\n\n         12.1 BOOKS AND RECORDS.\n\n                  12.1.1 GENERAL. Each party must keep and maintain books and\nrecords to support and document any fees, costs, expenses or other charges due\nin connection with the provisions set forth in this agreement. The records must\nbe retained for a period of at least 3 years after the fees, costs, expenses or\nother charges to which the records relate have accrued and have been paid, or\nsuch other period as may be required by law.\n\n                  12.1.2 AUDIT. On reasonable advance notice, each party must\nprovide access to appropriate records to the independent auditors selected by\nthe other party for purposes of auditing the amount of fees, costs, expenses or\nother charges payable in connection with the Service Area with respect to the\nperiod audited. The auditing party will conduct the audit no more frequently\nthan annually. If the audit shows that Sprint PCS was underpaid then, unless the\namount is contested, Manager will pay to Sprint PCS the amount of the\nunderpayment within 10 Business Days after Sprint PCS gives Manager written\nnotice of the determination of the underpayment. If the audit determines that\nSprint PCS was overpaid then, unless the amount is contested, Sprint PCS will\npay to Manager the amount of the overpayment within 10 Business Days after\nSprint PCS determines Sprint PCS was overpaid. The auditing party will pay all\ncosts and expenses related to the audit unless the amount owed to the audited\nparty is reduced by more than 10% or the amount owed by the audited party is\nincreased by more than 10%, in which case the costs and expenses related to the\naudit will be paid by the audited party.\n\n         Notwithstanding the above provisions of this Section 12.1.2, rather\nthan allow Manager's independent auditors access to Sprint PCS' records, Sprint\nPCS may provide a report issued in conformity with Statement of Auditing\nStandard No. 70 \"Reports on the Processing of Transactions by Service\nOrganizations\" (\"Type II Report\" or \"Manager Management Report\"). Such report\nwill be prepared by independent auditors and will provide an opinion on the\ncontrols placed in operation and tests of operating effectiveness of those\ncontrols in effect at Sprint PCS over the Manager Management Processes. \"Manager\nManagement Processes\" include\n\n\n                                       33\n   40\n\n\n\n\nthose services generally provided within the Management Agreement, primarily\nbilling and collection of Collected Revenues.\n\n                  12.1.3 CONTESTING AN AUDIT. If the party that did not select\nthe independent auditor does not agree with the findings of the audit, then such\nparty can contest the findings by providing notice of such disagreement to the\nother party (the \"Dispute Notice\"). The date of delivery of such notice is the\n\"Dispute Notice Date.\" If the parties are unable to resolve the disagreement\nwithin 10 Business Days after the Dispute Notice Date, they will resolve the\ndisagreement in accordance with the following procedures.\n\n         The two parties and the auditor that conducted the audit will all agree\non an independent certified public accountant with a regional or national\naccounting practice in the wireless telecommunications industry (the \"Arbiter\")\nwithin 15 Business Days after the Dispute Notice Date. If, within 15 Business\nDays after the Dispute Notice Date, the three parties fail to agree on the\nArbiter, then at the request of either party to this agreement, the Arbiter will\nbe selected pursuant to the rules then in effect of the American Arbitration\nAssociation. Each party will submit to the Arbiter within 5 Business Days after\nits selection and engagement all information reasonably requested by the Arbiter\nto enable the Arbiter to independently resolve the issue that is the subject of\nthe Dispute Notice. The Arbiter will make its own determination of the amount of\nfees, costs, expenses or other charges payable under this agreement with respect\nto the period audited. The Arbiter will issue a written report of its\ndetermination in reasonable detail and will deliver a copy of the report to the\nparties within 10 Business Days after the Arbiter receives all of the\ninformation reasonably requested. The determination made by the Arbiter will be\nfinal and binding and may be enforced by any court having jurisdiction. The\nparties will cooperate fully in assisting the Arbiter and will take such actions\nas are necessary to expedite the completion of and to cause the Arbiter to\nexpedite its assignment.\n\n         If the amount owed by a contesting party is reduced by more than 10% or\nthe amount owed to a contesting party is increased by more than 10% then the\nnon-contesting party will pay the costs and expenses of the Arbiter, otherwise\nthe contesting party will pay the costs and expenses of the Arbiter.\n\n         12.2 CONFIDENTIAL INFORMATION.\n\n                  (a) Except as specifically authorized by this agreement, each\nof the parties must, for the Term and 3 years after the date of termination of\nthis agreement, keep confidential, not disclose to others and use only for the\npurposes authorized in this agreement, all Confidential Information disclosed by\nthe other party to the party in connection with this agreement, except that the\nforegoing obligation will not apply to the extent that any Confidential\nInformation:\n\n                           (i) is or becomes, after disclosure to a party,\n         publicly known by any means other than through unauthorized acts or\n         omissions of the party or its agents; or\n\n                           (ii) is disclosed in good faith to a party by a third\n         party entitled to make the disclosure.\n\n                  (b) Notwithstanding the foregoing, a party may use, disclose\nor authorize the disclosure of Confidential Information that it receives that:\n\n                           (i) has been published or is in the public domain, or\n         that subsequently comes into the public domain, through no fault of the\n         receiving party;\n\n\n                                       34\n   41\n\n\n                           (ii) prior to the effective date of this agreement\n         was properly within the legitimate possession of the receiving party,\n         or subsequent to the effective date of this agreement, is lawfully\n         received from a third party having rights to publicly disseminate the\n         Confidential Information without any restriction and without notice to\n         the recipient of any restriction against its further disclosure;\n\n                           (iii) is independently developed by the receiving\n         party through persons or entities who have not had, either directly or\n         indirectly, access to or knowledge of the Confidential Information;\n\n                           (iv) is disclosed to a third party consistent with\n         the terms of the written approval of the party originally disclosing\n         the information;\n\n                           (v) is required by the receiving party to be produced\n         under order of a court of competent jurisdiction or other similar\n         requirements of a governmental agency, and the Confidential Information\n         will otherwise continue to be Confidential Information required to be\n         held confidential for purposes of this agreement;\n\n                           (vi) is required by the receiving party to be\n         disclosed by applicable law or a stock exchange or association on which\n         the receiving party's securities (or those of its Related Parties) are\n         or may become listed; or\n\n                           (vii) is disclosed by the receiving party to a\n         financial institution or accredited investor (as that term is defined\n         in Rule 501(a) under the Securities Act of 1933) that is considering\n         providing financing to the receiving party and which financial\n         institution or accredited investor has agreed to keep the Confidential\n         Information confidential in accordance with an agreement at least as\n         restrictive as this Section 12.2.\n\n                  (c) Notwithstanding the foregoing, Manager and Sprint PCS\nauthorize each other to disclose to the public in regulatory filings the other's\nidentity and the Service Area to be developed and managed by Manager, and\nManager authorizes Sprint PCS to mention Manager and the Service Area in public\nrelations announcements.\n\n                  (d) The party making a disclosure under Sections 12.2(b)(v),\n12.2(b)(vi) or 12.2(b)(vii) must inform the disclosing party as promptly as is\nreasonably necessary to enable the disclosing party to take action to, and use\nthe party's reasonable best efforts to, limit the disclosure and maintain\nconfidentiality to the extent practicable.\n\n                  (e) Manager will not except when serving in the capacity of\nManager under this agreement, use any Confidential Information of any kind that\nit receives under or in connection with this agreement. For example, if Manager\noperates a wireless company in a different license area, Manager may not use any\nof the Confidential Information received under or in connection with this\nagreement in operating the other wireless business.\n\n         12.3 INSURANCE.\n\n                  12.3.1 GENERAL. During the term of this agreement, Manager\nmust obtain and maintain, and will cause any subcontractors to obtain and\nmaintain, with financially reputable insurers licensed to do business\n\n\n                                       35\n   42\n\n\nin all jurisdictions where any work is performed under this agreement and who\nare reasonably acceptable to Sprint PCS, the insurance described in the Sprint\nPCS Insurance Requirements. The Sprint PCS Insurance Requirements as of the date\nof this agreement are attached as Exhibit 12.3. Sprint PCS may modify the Sprint\nPCS Insurance Requirements as is commercially reasonable from time to time by\ndelivering to Manager a new Exhibit 12.3.\n\n                  12.3.2 WAIVER OF SUBROGATION. Manager must look first to any\ninsurance in its favor before making any claim against Sprint PCS or Sprint, and\ntheir respective directors, officers, employees, agents or representatives for\nrecovery resulting from injury to any person (including Manager's or its\nsubcontractor's employees) or damage to any property arising from any cause,\nregardless of negligence. Manager does hereby release and waive to the fullest\nextent permitted by law, and will cause its respective insurers to waive, all\nrights of recovery by subrogation against Sprint PCS or Sprint, and their\nrespective directors, officers, employees, agents or representatives.\n\n                  12.3.3 CERTIFICATES OF INSURANCE. Manager and all of its\nsubcontractors, if any, must, as a material condition of this agreement and\nprior to the commencement of any work under and any renewal of this agreement,\ndeliver to Sprint PCS a certificate of insurance, satisfactory in form and\ncontent to Sprint PCS, evidencing that the above insurance, including waiver of\nsubrogation, is in force and will not be canceled or materially altered without\nfirst giving Sprint PCS at least 30 days prior written notice and that all\ncoverages are primary to any insurance carried by Sprint PCS, its directors,\nofficers, employees, agents or representatives.\n\n         Nothing contained in this Section 12.3.3 will limit Manager's liability\nto Sprint PCS, its directors, officers, employees, agents or representatives to\nthe limits of insurance certified or carried.\n\n                               13. INDEMNIFICATION\n\n         13.1 INDEMNIFICATION BY SPRINT PCS. Sprint PCS agrees to indemnify,\ndefend and hold harmless Manager, its directors, managers, officers, employees,\nagents and representatives from and against any and all claims, demands, causes\nof action, losses, actions, damages, liability and expense, including costs and\nreasonable attorneys' fees, against Manager, its directors, managers, officers,\nemployees, agents and representatives arising from or relating to the violation\nby Sprint PCS of any law, regulation or ordinance applicable to Sprint PCS or by\nSprint PCS' breach of any representation, warranty or covenant contained in this\nagreement or any other agreement between Sprint PCS or Sprint PCS' Related\nParties and Manager or Manager's Related Parties except where and to the extent\nthe claim, demand, cause of action, loss, action, damage, liability and\/or\nexpense results solely from the negligence or willful misconduct of Manager.\n\n         13.2 INDEMNIFICATION BY MANAGER. Manager agrees to indemnify, defend\nand hold harmless Sprint PCS and Sprint, and their respective directors,\nmanagers, officers, employees, agents and representatives from and against any\nand all claims, demands, causes of action, losses, actions, damages, liability\nand expense, including costs and reasonable attorneys' fees, against Sprint PCS\nor Sprint, and their respective directors, managers, officers, employees, agents\nand representatives arising from or relating to Manager's violation of any law,\nregulation or ordinance applicable to Manager, Manager's breach of any\nrepresentation, warranty or covenant contained in this agreement or any other\nagreement between Manager or Manager's Related Parties and Sprint PCS and Sprint\nPCS' Related Parties, Manager's ownership of the Operating Assets or the\noperation of the Service Area Network, or the actions or failure to act of any\nof Manager's contractors, subcontractors, agents, directors, managers, officers,\nemployees and representatives of any of them in the\n\n\n                                       36\n   43\n\n\nperformance of any work under this agreement, except where and to the extent the\nclaim, demand, cause of action, loss, action, damage, liability and expense\nresults solely from the negligence or willful misconduct of Sprint PCS or\nSprint, as the case may be.\n\n         13.3 PROCEDURE.\n\n                  13.3.1 NOTICE. Any party being indemnified (\"Indemnitee\") will\ngive the party making the indemnification (\"Indemnitor\") written notice as soon\nas practicable but no later than 5 Business Days after the party becomes aware\nof the facts, conditions or events that give rise to the claim for\nindemnification if:\n\n                  (a) any claim or demand is made or liability is asserted\nagainst Indemnitee; or\n\n                  (b) any suit, action, or administrative or legal proceeding is\ninstituted or commenced in which Indemnitee is involved or is named as a\ndefendant either individually or with others.\n\n         Failure to give notice as described in this Section 13.3.1 does not\nmodify the indemnification obligations of this provision, except if Indemnitee\nis harmed by failure to provide timely notice to Indemnitor, then Indemnitor\ndoes not have to indemnify Indemnitee for the harm caused by the failure to give\nthe timely notice.\n\n                  13.3.2 DEFENSE BY INDEMNITOR. If within 30 days after giving\nnotice Indemnitee receives written notice from Indemnitor stating that\nIndemnitor disputes or intends to defend against the claim, demand, liability,\nsuit, action or proceeding, then Indemnitor will have the right to select\ncounsel of its choice and to dispute or defend against the claim, demand,\nliability, suit, action or proceeding, at its expense.\n\n         Indemnitee will fully cooperate with Indemnitor in the dispute or\ndefense so long as Indemnitor is conducting the dispute or defense diligently\nand in good faith. Indemnitor is not permitted to settle the dispute or claim\nwithout the prior written approval of Indemnitee, which approval will not be\nunreasonably withheld. Even though Indemnitor selects counsel of its choice,\nIndemnitee has the right to retain additional representation by counsel of its\nchoice to participate in the defense at Indemnitee's sole cost and expense.\n\n                  13.3.3 DEFENSE BY INDEMNITEE. If no notice of intent to\ndispute or defend is received by Indemnitee within the 30-day period, or if a\ndiligent and good faith defense is not being or ceases to be conducted,\nIndemnitee has the right to dispute and defend against the claim, demand or\nother liability at the sole cost and expense of Indemnitor and to settle the\nclaim, demand or other liability, and in either event to be indemnified as\nprovided in this Section 13.3.3. Indemnitee is not permitted to settle the\ndispute or claim without the prior written approval of Indemnitor, which\napproval will not be unreasonably withheld.\n\n                  13.3.4 COSTS. Indemnitor's indemnity obligation includes\nreasonable attorneys' fees, investigation costs, and all other reasonable costs\nand expenses incurred by Indemnitee from the first notice that any claim or\ndemand has been made or may be made, and is not limited in any way by any\nlimitation on the amount or type of damages, compensation, or benefits payable\nunder applicable workers' compensation acts, disability benefit acts, or other\nemployee benefit acts.\n\n\n                                       37\n   44\n\n\n                             14. DISPUTE RESOLUTION\n\n         14.1 NEGOTIATION. The parties will attempt in good faith to resolve any\ndispute arising out of or relating to this agreement promptly by negotiation\nbetween or among representatives who have authority to settle the controversy.\nEither party may escalate any dispute not resolved in the normal course of\nbusiness to the appropriate (as determined by the party) officers of the parties\nby providing written notice to the other party.\n\n         Within 10 Business Days after delivery of the notice, the appropriate\nofficers of each party will meet at a mutually acceptable time and place, and\nthereafter as often as they deem reasonably necessary, to exchange relevant\ninformation and to attempt to resolve the dispute.\n\n         Either party may elect, by giving written notice to the other party, to\nescalate any dispute arising out of or relating to the determination of fees\nthat is not resolved in the normal course of business or by the audit process\nset forth in Sections 12.1.2 and 12.1.3, first to the appropriate financial or\naccounting officers to be designated by each party. The designated officers will\nmeet in the manner described in the preceding paragraph. If the matter has not\nbeen resolved by the designated officers within 30 days after the notifying\nparty's notice, either party may elect to escalate the dispute to the\nappropriate (as determined by the party) officers in accordance with the prior\nparagraphs of this Section 14.1.\n\n         14.2 UNABLE TO RESOLVE. If a dispute has not been resolved within 60\ndays after the notifying party's notice, either party may continue to operate\nunder this agreement and sue the other party for damages or seek other\nappropriate remedies as provided in this agreement. If, and only if, this\nagreement does not provide a remedy (as in the case of Sections 3.4 and 4.5,\nwhere the parties are supposed to reach an agreement), then either party may\ngive the other party written notice that it wishes to resolve the dispute or\nclaim arising out of the parties' inability to agree under such Sections of this\nagreement by using the arbitration procedure set forth in this Section 14.2.\nSuch arbitration will occur in Kansas City, Missouri, unless the parties\notherwise mutually agree, with the precise location being as agreed upon by the\nparties or, absent such agreement, at a location in Kansas City, Missouri\nselected by Sprint PCS. Such arbitration will be conducted pursuant to the\nprocedures prescribed by the Missouri Uniform Arbitration Act, as amended from\ntime to time, or, if none, pursuant to the rules then in effect of the American\nArbitration Association (or at any other place and by any other form of\narbitration mutually acceptable to the parties). Any award rendered in such\narbitration will be confidential and will be final and conclusive upon the\nparties, and a judgment on the award may be entered in any court of the forum,\nstate or federal, having jurisdiction. The expenses of the arbitration will be\nborne equally by the parties to the arbitration, except that each party must pay\nfor and bear the cost of its own experts, evidence, and attorneys' fees.\n\n         The parties must each, within 30 days after either party gives notice\nto the other party of the notifying party's desire to resolve a dispute or claim\nunder the arbitration procedure in this Section 14.2, designate an independent\narbitrator, who is knowledgeable with regard to the wireless telecommunications\nindustry, to participate in the arbitration hearing. The two arbitrators thus\nselected will select a third independent arbitrator, who is knowledgeable with\nregard to the wireless telecommunications industry, who will act as chairperson\nof the board of arbitration. If, within 15 days after the day the last of the\ntwo named arbitrators is appointed, the two named arbitrators fail to agree upon\nthe third, then at the request of either party, the third arbitrator shall be\nselected pursuant to the rules then in effect of the American Arbitration\nAssociation. The three independent arbitrators will comprise the board of\narbitration, which will preside over the arbitration hearing and will render all\ndecisions by majority vote. If either party refuses or neglects to appoint an\nindependent arbitrator within such 30-day period, the independent arbitrator who\nhas been appointed as of the 31st day after the notifying party's notice will be\nthe sole independent arbitrator and will solely preside over the arbitration\nhearing. The\n\n\n                                       38\n   45\n\n\narbitration hearing will commence no sooner than 30 days after the date the last\narbitrator is appointed and no later than 60 days after such date. The\narbitration hearing will be conducted during normal working hours on Business\nDays without interruption or adjournment of more than 2 Business Days at any one\ntime or 6 Business Days in the aggregate.\n\n         The arbitrators will deliver their decision to the parties in writing\nwithin 10 days after the conclusion of the arbitration hearing. The arbitration\naward will be accompanied by findings of fact and a statement of reasons for the\ndecision. There will be no appeal from the written decision, except as permitted\nby applicable law. The arbitration proceedings, the arbitrators' decision, the\narbitration award, and any other aspect, matter, or issue of or relating to the\narbitration are confidential, and disclosure of such confidential information is\nan actionable breach of this agreement.\n\n         Notwithstanding any other provision of this agreement, arbitration will\nnot be required of any issue for which injunctive relief is properly sought by\neither party.\n\n         14.3 ATTORNEYS AND INTENT. If an officer intends to be accompanied at a\nmeeting by an attorney, the other party's officer will be given at least 3\nBusiness Days prior notice of the intention and may also be accompanied by an\nattorney. All negotiations under Section 14.1 are confidential and will be\ntreated as compromise and settlement negotiations for purposes of the Federal\nRules of Civil Procedure and state rules of evidence and civil procedure.\n\n         14.4 TOLLING OF CURE PERIODS. Any cure period under Section 11.3 that\nis less than 90 days will be tolled during the pendency of the dispute\nresolution process. Any cure period under Section 11.3 that is 90 days or longer\nwill not be tolled during the pendency of the dispute resolution process.\n\n                       15. REPRESENTATIONS AND WARRANTIES\n\n         Each party for itself makes the following representations and\nwarranties to the other party:\n\n         15.1 DUE INCORPORATION OR FORMATION; AUTHORIZATION OF AGREEMENTS. The\nparty is either a corporation, limited liability company, or limited partnership\nduly organized, validly existing and in good standing under the laws of the\njurisdiction of its organization. Manager is qualified to do business and in\ngood standing in every jurisdiction in which the Service Area is located. The\nparty has the full power and authority to execute and deliver this agreement and\nto perform its obligations under this agreement.\n\n         15.2 VALID AND BINDING OBLIGATION. This agreement constitutes the valid\nand binding obligation of the party, enforceable in accordance with its terms,\nexcept as may be limited by principles of equity or by bankruptcy, insolvency,\nreorganization, moratorium or other similar laws affecting the enforcement of\ncreditors' rights generally.\n\n         15.3 NO CONFLICT; NO DEFAULT. Neither the execution, delivery and\nperformance of this agreement nor the consummation by the party of the\ntransactions contemplated in this agreement will conflict with, violate or\nresult in a breach of (a) any law, regulation, order, writ, injunction, decree,\ndetermination or award of any governmental authority or any arbitrator,\napplicable to such party, (b) any term, condition or provision of the articles\nof incorporation, certificate of limited partnership, certificate of\norganization, bylaws, partnership agreement or limited liability company\nagreement (or other governing documents) of such party or of any\n\n\n                                       39\n   46\n\n\nmaterial agreement or instrument to which such party is or may be bound or to\nwhich any of its material properties or assets is subject.\n\n         15.4 LITIGATION. No action, suit, proceeding or investigation is\npending or, to the knowledge of the party, threatened against or affecting the\nparty or any of its properties, assets or businesses in any court or before or\nby any governmental agency that could, if adversely determined, reasonably be\nexpected to have a material adverse effect on the party's ability to perform its\nobligations under this agreement. The party has not received any currently\neffective notice of any default that could reasonably be expected to result in a\nbreach of the preceding sentence.\n\n                            16. REGULATORY COMPLIANCE\n\n         16.1 REGULATORY COMPLIANCE. Manager will construct, operate, and manage\nthe Service Area Network in compliance with applicable federal, state, and local\nlaws and regulations, including Siting Regulations. Nothing in this Section 16.1\nwill limit Manager's obligations under Section 2.2 and the remainder of this\nSection 16. Manager acknowledges that failure to comply with applicable federal,\nstate, and local laws and regulations in its construction, operation, and\nmanagement of the Service Area Network may subject the parties and the License\nto legal and administrative agency actions, including forfeiture penalties and\nactions that affect the License, such as license suspension and revocation, and\naccordingly, Manager agrees that it will cooperate with Sprint PCS to maintain\nthe License in full force and effect.\n\n         Manager will write and implement practices and procedures governing\nconstruction and management of the Service Area Network in compliance with\nSiting Regulations. Manager will make its Siting Regulations practices and\nprocedures available upon request to Sprint PCS in the manner specified by\nSprint PCS for its inspection and review, and Manager will modify those Siting\nRegulations practices and procedures as may be requested by Sprint PCS. Every\nsix months, and at the request of Sprint PCS, Manager will provide a written\ncertification from one of Manager's chief officers that Manager's Service Area\nNetwork complies with Siting Regulations. Manager's first certification of\ncompliance with Siting Regulations will be provided to Sprint PCS six months\nafter the date of this agreement.\n\n         Manager will conduct an audit and physical inspection of its Service\nArea Network at the request of Sprint PCS to confirm compliance with Siting\nRegulations, and Manager will report the results of the audit and physical\ninspection to Sprint PCS in the form requested by Sprint PCS. Manager will bear\nthe cost of Siting Regulations compliance audits and physical inspections\nrequested by Sprint PCS.\n\n         Manager will retain for 3 years records demonstrating compliance with\nSiting Regulations, including compliance audit and inspection records. Manager\nwill make those records available upon request to Sprint PCS for production,\ninspection, and copying in the manner specified by Sprint PCS. Sprint PCS will\nbear the cost of production, inspection, and copying.\n\n         16.2 FCC COMPLIANCE. The parties agree to comply with all applicable\nFCC rules governing the License or the Service Area Network and specifically\nagree as follows:\n\n                  (a) The party billing a customer will advise the customer that\nservice is provided over spectrum licensed to Sprint PCS. Neither Manager nor\nSprint PCS will represent itself as the legal representative of the other before\nthe FCC or any other third party, but will cooperate with each other with\nrespect to FCC matters concerning the License or the Service Area Network.\n\n\n                                       40\n   47\n\n\n                  (b) Sprint PCS will use commercially reasonable efforts to\nmaintain the License in accordance with the terms of the License and all\napplicable laws, policies and regulations and to comply in all material respects\nwith all other legal requirements applicable to the operation of the Sprint PCS\nNetwork and its business. Sprint PCS has sole responsibility, except as\nspecifically provided otherwise in Section 2.2, for keeping the License in full\nforce and effect and for preparing submissions to the FCC or any other relevant\nfederal, state or local authority of all reports, applications, interconnection\nagreements, renewals, or other filings or documents. Manager must cooperate and\ncoordinate with Sprint PCS' actions to comply with regulatory requirements,\nwhich cooperation and coordination must include, without limitation, the\nprovision to Sprint PCS of all information that Sprint PCS deems necessary to\ncomply with the regulatory requirements. Manager must refrain from taking any\naction that could impede Sprint PCS from fulfilling its obligations under the\npreceding sentence, and must not take any action that could cause Sprint PCS to\nforfeit or cancel the License.\n\n                  (c) Sprint PCS and Manager are familiar with Sprint PCS'\nresponsibility under the Communications Act of 1934, as amended, and applicable\nFCC rules. Nothing in this agreement is intended to diminish or restrict Sprint\nPCS' obligations as an FCC Licensee and both parties desire that this agreement\nand each party's obligations under this agreement be in compliance with the FCC\nrules.\n\n                  (d) Nothing in this agreement will preclude Sprint PCS from\npermitting or facilitating resale of Sprint PCS Products and Services to the\nextent required or elected under applicable FCC regulations. Manager will take\nthe actions necessary to facilitate Sprint PCS' compliance with FCC regulations.\nTo the extent permitted by applicable regulations, Sprint PCS will not authorize\na reseller that desires to sell services and products in only the Service Area\nto resell Sprint PCS wholesale products and services, unless Manager agrees in\nadvance to such sales.\n\n                  (e) If a change in FCC policy or rules makes it necessary to\nobtain FCC consent for the implementation, continuation or further effectuation\nof any term or provision of this agreement, Sprint PCS will use all commercially\nreasonable efforts diligently to prepare, file and prosecute before the FCC all\npetitions, waivers, applications, amendments, rulemaking comments and other\nrelated documents necessary to secure and\/or retain FCC approval of all aspects\nof this agreement. Manager will use commercially reasonable efforts to provide\nto Sprint PCS any information that Sprint PCS may request from Manager with\nrespect to any matter involving Sprint PCS, the FCC, the License, the Sprint PCS\nProducts and Services or any other products and services approved under Section\n3.2. Each party will bear its own costs of preparation of the documents and\nprosecution of the actions.\n\n                  (f) If the FCC determines that this agreement is inconsistent\nwith the terms and conditions of the License or is otherwise contrary to FCC\npolicies, rules and regulations, or if regulatory or legislative action\nsubsequent to the date of this agreement alters the permissibility of this\nagreement under the FCC's rules or other applicable law, rules or regulations,\nthen the parties must use best efforts to modify this agreement as necessary to\ncause this agreement (as modified) to comply with the FCC policies, rules,\nregulations and applicable law and to preserve to the extent possible the\neconomic arrangements set forth in this agreement.\n\n                  (g) Manager warrants and represents to Sprint PCS that Manager\nis and at all times during the Term of this agreement will be in compliance with\nFCC rules and regulations regarding limits on classes and amounts of spectrum\nthat may be owned by Manager. Manager agrees that in the event that Manager is\nor at any time becomes in violation of such rules and regulations, Manager will\npromptly take all\n\n\n                                       41\n   48\n\n\n\naction necessary and appropriate (other than terminating this agreement) to cure\nsuch violation and comply with such rules and regulations, including without\nlimitation disposing of its direct or indirect interests in cellular licenses.\n\n         16.3 MARKING AND LIGHTING. Manager will conform to applicable FAA\nstandards when Siting Regulations require marking and lighting of Manager's\nService Area Network cell sites. Manager will cooperate with Sprint PCS in\nreporting lighting malfunctions as required by Siting Regulations.\n\n         16.4 REGULATORY NOTICES. Manager will, within 2 Business Days after its\nreceipt, give Sprint PCS written notice of all oral and written communications\nit receives from regulatory authorities (including but not limited to the FCC,\nthe FAA, state public service commissions, environmental authorities, and\nhistoric preservation authorities) and complaints respecting Manager's\nconstruction, operation, and management of the Service Area Network that could\nresult in actions affecting the License as well as written notice of the details\nrespecting such communications and complaints, including a copy of any written\nmaterial received in connection with such communications and complaints. Manager\nwill cooperate with Sprint PCS in responding to such communications and\ncomplaints received by Manager. Sprint PCS has the right to respond to all such\ncommunications and complaints, with counsel and consultants of its own choice.\nIf Sprint PCS chooses to respond to such communications and complaints, Manager\nwill not respond to them without the consent of Sprint PCS, and Manager will pay\nthe costs of Sprint PCS' responding to such communications and complaints,\nincluding reasonable attorneys' and consultants' fees, investigation costs, and\nall other reasonable costs and expenses incurred by Sprint PCS.\n\n         16.5 REGULATORY POLICY-SETTING PROCEEDINGS. Manager will not intervene\nin or otherwise participate in a rulemaking, investigation, inquiry, contested\ncase, or similar regulatory policy setting proceedings before a regulatory\nauthority concerning the License or construction, operation, and management of\nthe Service Area Network and the Sprint PCS business operated using the Service\nArea Network.\n\n                             17. GENERAL PROVISIONS\n\n         17.1 NOTICES. Any notice, payment, demand, or communication required or\npermitted to be given by any provision of this agreement must be in writing and\nmailed (certified or registered mail, postage prepaid, return receipt\nrequested), sent by hand or overnight courier, or sent by facsimile (with\nacknowledgment received and a copy sent by overnight courier), charges prepaid\nand addressed as described on the Notice Address Schedule attached to the Master\nSignature Page, or to any other address or number as the person or entity may\nfrom time to time specify by written notice to the other parties.\n\n         All notices and other communications given to a party in accordance\nwith the provisions of this agreement will be deemed to have been given when\nreceived.\n\n         17.2 CONSTRUCTION. This agreement will be construed simply according to\nits fair meaning and not strictly for or against either party.\n\n         17.3 HEADINGS. The table of contents, section and other headings\ncontained in this agreement are for reference purposes only and are not intended\nto describe, interpret, define, limit or expand the scope, extent or intent of\nthis agreement.\n\n\n                                       42\n   49\n\n\n         17.4 FURTHER ACTION. Each party agrees to perform all further acts and\nexecute, acknowledge, and deliver any documents that may be reasonably\nnecessary, appropriate, or desirable to carry out the intent and purposes of\nthis agreement.\n\n         17.5 COUNTERPART EXECUTION. This agreement will be executed by affixing\nthe parties' signatures to the Master Signature Page, which Master Signature\nPage, and thus this agreement, may be executed in any number of counterparts\nwith the same effect as if both parties had signed the same document. All\ncounterparts will be construed together and will constitute one agreement.\n\n         17.6 SPECIFIC PERFORMANCE. Each party agrees with the other party that\nthe party would be irreparably damaged if any of the provisions of this\nagreement were not performed in accordance with their specific terms and that\nmonetary damages alone would not provide an adequate remedy. Accordingly, in\naddition to any other remedy to which the non-breaching party may be entitled,\nat law or in equity, the non- breaching party will be entitled to injunctive\nrelief to prevent breaches of this agreement and specifically to enforce the\nterms and provisions of this agreement.\n\n         17.7 ENTIRE AGREEMENT; AMENDMENTS. The provisions of this agreement,\nthe Services Agreement and the Trademark License Agreements (including the\nexhibits to those agreements) set forth the entire agreement and understanding\nbetween the parties as to the subject matter of this agreement and supersede all\nprior agreements, oral or written, and other communications between the parties\nrelating to the subject matter of this agreement. Except for Sprint PCS' right\nto amend the Program Requirements in accordance with Section 9.2 and its right\nto unilaterally modify and amend certain other provisions as expressly provided\nin this agreement, this agreement may be modified or amended only by a written\namendment signed by persons or entities authorized to bind each party and, with\nrespect to the sections set forth for Sprint on the Master Signature Page, the\npersons or entities authorized to bind Sprint.\n\n         17.8 LIMITATION ON RIGHTS OF OTHERS. Except as set forth on the Master\nSignature Page for Sprint, nothing in this agreement, whether express or\nimplied, will be construed to give any person or entity other than the parties\nany legal or equitable right, remedy or claim under or in respect of this\nagreement.\n\n         17.9 WAIVERS.\n\n                  17.9.1 WAIVERS-GENERAL. The observance of any term of this\nagreement may be waived (whether generally or in a particular instance and\neither retroactively or prospectively) by the party entitled to enforce the\nterm, but any waiver is effective only if in a writing signed by the party\nagainst which the waiver is to be asserted. Except as otherwise provided in this\nagreement, no failure or delay of either party in exercising any power or right\nunder this agreement will operate as a waiver of the power or right, nor will\nany single or partial exercise of any right or power preclude any other or\nfurther exercise of the right or power or the exercise of any other right or\npower.\n\n                  17.9.2 WAIVERS-MANAGER. Manager is not in breach of any\ncovenant in this agreement and no Event of Termination will have occurred as a\nresult of the occurrence of any event, if Manager had delegated to Sprint\nSpectrum under the Services Agreement (or any successor to that agreement)\nresponsibility for taking any action necessary to ensure compliance with the\ncovenant or to prevent the occurrence of the event.\n\n\n                                       43\n   50\n\n\n                  17.9.3 FORCE MAJEURE. Neither Manager nor Sprint PCS, as the\ncase may be, is in breach of any covenant in this agreement and no Event of\nTermination will occur as a result of the failure of such party to comply with\nsuch covenant, if such party's noncompliance with the covenant results primarily\nfrom:\n\n                           (i) any FCC order or any other injunction issued by\n         any governmental authority impeding the party's ability to comply with\n         the covenant;\n\n                           (ii) the failure of any governmental authority to\n         grant any consent, approval, waiver, or authorization or any delay on\n         the part of any governmental authority in granting any consent,\n         approval, waiver or authorization;\n\n                           (iii) the failure of any vendor to deliver in a\n         timely manner any equipment or services; or\n\n                           (iv) any act of God, act of war or insurrection,\n         riot, fire, accident, explosion, labor unrest, strike, civil unrest,\n         work stoppage, condemnation or any similar cause or event not\n         reasonably within the control of such party.\n\n         17.10 WAIVER OF JURY TRIAL. EACH PARTY WAIVES, TO THE FULLEST EXTENT\nPERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT\nOF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.\n\n         17.11 BINDING EFFECT. Except as otherwise provided in this agreement,\nthis agreement is binding upon and inures to the benefit of the parties and\ntheir respective and permitted successors, transferees, and assigns, including\nany permitted successor, transferee or assignee of the Service Area Network or\nof the License. The parties intend that this agreement bind only the party\nsigning this agreement and that the agreement is not binding on the Related\nParties of a party unless the agreement expressly provides that Related Parties\nare bound.\n\n         17.12 GOVERNING LAW. The internal laws of the State of Missouri\n(without regard to principles of conflicts of law) govern the validity of this\nagreement, the construction of its terms, and the interpretation of the rights\nand duties of the parties.\n\n         17.13 SEVERABILITY. The parties intend every provision of this\nagreement to be severable. If any provision of this agreement is held to be\nillegal, invalid, or unenforceable for any reason, the parties intend that a\ncourt enforce the provision to the maximum extent permissible so as to effect\nthe intent of the parties (including the enforcement of the remaining\nprovisions). If necessary to effect the intent of the parties, the parties will\nnegotiate in good faith to amend this agreement to replace the unenforceable\nprovision with an enforceable provision that reflects the original intent of the\nparties.\n\n         17.14 LIMITATION OF LIABILITY. NO PARTY WILL BE LIABLE TO THE OTHER\nPARTY FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE\nDAMAGES, OR LOSS OF PROFITS, ARISING FROM THE RELATIONSHIP OF THE PARTIES OR THE\nCONDUCT OF BUSINESS UNDER, OR BREACH OF, THIS AGREEMENT, EXCEPT WHERE SUCH\nDAMAGES OR LOSS OF PROFITS ARE CLAIMED BY OR AWARDED TO A THIRD PARTY IN A\n\n\n                                       44\n   51\n\n\nCLAIM OR ACTION AGAINST WHICH A PARTY TO THIS AGREEMENT HAS A SPECIFIC\nOBLIGATION TO INDEMNIFY ANOTHER PARTY TO THIS AGREEMENT.\n\n         17.15 NO ASSIGNMENT; EXCEPTIONS.\n\n                  17.15.1 GENERAL. Neither party will, directly or indirectly,\nassign this agreement or any of the party's rights or obligations under this\nagreement without the prior written consent of the other party, except as\notherwise specifically provided in this Section 17.15. Sprint PCS may deny its\nconsent to any assignment or transfer in its sole discretion except as otherwise\nprovided in this Section 17.15.\n\n         Any attempted assignment of this agreement in violation of this Section\n17.15 will be void and of no effect.\n\n         A party may assign this agreement to a Related Party of the party,\nexcept that Manager cannot assign this agreement to a Related Party that is a\nsignificant competitor of Sprint, Sprint PCS or their respective Related Parties\nin the telecommunications business. Except as provided in Section 17.15.5, an\nassignment does not release the assignor from its obligations under this\nagreement unless the other party to this agreement consents in writing in\nadvance to the assignment and expressly grants a release to the assignor.\n\n         Except as provided in Section 17.15.5, Sprint PCS must not assign this\nagreement to any entity that does not also own the License covering the Service\nArea directly or indirectly through a Related Party. Manager must not assign\nthis agreement to any entity (including a Related Party), unless such entity\nassumes all rights and obligations under the Services Agreement, the Trademark\nLicense Agreements and any related agreements.\n\n                  17.15.2 ASSIGNMENT RIGHT OF MANAGER TO FINANCIAL LENDER. If\nManager is no longer able to satisfy its financial obligations and other duties,\nthen Manager has the right to assign its obligations and rights under this\nagreement to its Financial Lender, if:\n\n                  (a) Manager or Financial Lender provides Sprint PCS at least\n10 days advance written notice of such assignment;\n\n                  (b) Financial Lender cures or commits to cure any outstanding\nmaterial breach of this agreement by Manager prior to the end of any applicable\ncure period. If Financial Lender fails to make a timely cure then Sprint PCS may\nexercise its rights under Section 11;\n\n                  (c) Financial Lender agrees to serve as an interim trustee for\nthe obligations and duties of Manager under this agreement for a period not to\nexceed 180 days. During this interim period, Financial Lender must identify a\nproposed successor to assume the obligations and rights of Manager under this\nagreement;\n\n                  (d) Financial Lender assumes all of Manager's rights and\nobligations under the Services Agreement, the Trademark License Agreements and\nany related agreements; and\n\n                  (e) Financial Lender provides to Sprint PCS advance written\nnotice of the proposed successor to Manager that Financial Lender has identified\n(\"Successor Notice\"). Sprint PCS may give to Financial Lender written notice of\nSprint PCS' decision whether to consent to such proposed successor within\n\n\n                                       45\n   52\n\n\n30 days after Sprint PCS' receipt of the Successor Notice. Sprint PCS may not\nunreasonably withhold such consent, except that Sprint PCS is not required to\nconsent to a proposed successor that:\n\n                           (i) has, in the past, materially breached prior\n         agreements with Sprint PCS or its Related Parties;\n\n                           (ii) is a significant competitor of Sprint PCS or its\n         Related Parties in the telecommunications business;\n\n                           (iii) does not meet Sprint PCS' reasonable credit\n         criteria;\n\n                           (iv) fails to execute an assignment of all relevant\n         documents related to this agreement including the Services Agreement\n         and the Trademark License Agreements; or\n\n                           (v) refuses to assume the obligations of Manager\n         under this Agreement, the Services Agreement, the Trademark License\n         Agreements and any related agreements.\n\n         If Sprint PCS fails to provide a response to Financial Lender within 30\ndays after receiving the Successor Notice, then the proposed successor is deemed\nrejected. Any Financial Lender disclosed on the Build-out Plan on Exhibit 2.1\nis deemed acceptable to Sprint PCS.\n\n                  17.15.3 CHANGE OF CONTROL RIGHTS. If there is a Change of\nControl of Manager, then:\n\n                  (a) Manager must provide to Sprint PCS advance written notice\ndetailing relevant and appropriate information about the new ownership interests\neffecting the Change of Control of Manager.\n\n                  (b) Sprint PCS must provide to Manager written notice of its\ndecision whether to consent to or reject the proposed Change of Control within\n30 days after its receipt of such notice. Sprint PCS may not unreasonably\nwithhold such consent, except that Sprint PCS is not required to consent to a\nChange of Control in which:\n\n                           (i) the final controlling entity or any of its\n         Related Parties has in the past materially breached prior agreements\n         with Sprint PCS or its Related Parties;\n\n                           (ii) the final controlling entity or any of its\n         Related Parties is a significant competitor of Sprint PCS or its\n         Related Parties in the telecommunications business;\n\n                           (iii) the final controlling entity does not meet\n         Sprint PCS' reasonable credit criteria;\n\n                           (iv) the final controlling entity fails to execute an\n         assignment of all relevant documents related to this agreement\n         including the Services Agreement and the Trademark License Agreements;\n         or\n\n                           (v) the final controlling entity or its Related\n         Parties refuse to assume the obligations of Manager under this\n         agreement.\n\n\n                                       46\n   53\n\n\n                  (c) In the event that Sprint PCS provides notice that it does\nnot consent to the Change of Control, Manager is entitled to either:\n\n                           (i) contest such determination pursuant to the\n         dispute resolution procedure in Section 14; or\n\n                           (ii) abandon the proposed Change of Control.\n\n                  (d) Nothing in this agreement requires Sprint PCS' consent to:\n\n                           (i) a public offering of Manager that does not result\n         in a Change of Control (i.e., a shift from one party being in control\n         to no party being in control is not a Change of Control); or\n\n                           (ii) a recapitalization or restructuring of the\n         ownership interests of Manager that Manager determines is necessary to:\n\n                                    (A) facilitate the acquisition of commercial\n                  financing and lending arrangements that will support Manager's\n                  operations and efforts to fulfill its obligations under this\n                  agreement; and\n\n                                    (B) that does not constitute a Change of\n                  Control.\n\n                  (e) \"Change of Control\" means a situation where in any one\ntransaction or series of related transactions occurring during any 365-day\nperiod, the ultimate parent entity of the Manager changes. The ultimate parent\nentity is to be determined using the Hart-Scott-Rodino Antitrust Improvements\nAct of 1976 rules. A Change of Control does not occur if:\n\n                           (i) a party changes the form of its organization\n         without materially changing their ultimate ownership (e.g., converting\n         from a limited partnership to a limited liability company); or\n\n                           (ii) one of the owners of the party on the date of\n         this agreement or on the date of the closing of Manager's initial\n         equity offering for purposes of financing its obligations under this\n         agreement ultimately gains control over the party, unless such party is\n         a significant competitor of Sprint PCS or Sprint PCS' Related Parties\n         in the telecommunications business.\n\n                  17.15.4 RIGHT OF FIRST REFUSAL. Notwithstanding any other\nprovision in this agreement, Manager grants Sprint PCS the right of first\nrefusal described below. If Manager determines it wishes to sell an Offered\nInterest, upon receiving any Offer to purchase an Offered Interest, Manager\nagrees to promptly deliver to Sprint PCS an Offer Notice. The Offer Notice is\ndeemed to constitute an offer to sell to Sprint PCS, on the terms set forth in\nthe Offer, all but not less than all of the Offered Interest. Sprint PCS will\nhave a period of 60 days from the date of the Offer Notice to notify Manager\nthat it agrees to purchase the Offered Interest on such terms. If Sprint PCS\ntimely agrees in writing to purchase the Offered Interest, the parties will\nproceed to consummate such purchase not later than the 180th day after the date\nof the Offer Notice. If Sprint PCS does not agree within the 60-day period to\npurchase the Offered Interest, Manager will have the right, for a period of 120\ndays after such 60th day, subject to the restrictions set forth in this Section\n17, to sell to the person or entity identified in the Offer Notice all of the\nOffered Interest on terms and conditions no less favorable to Manager than those\nset forth in the Offer. If Manager fails to sell the Offered\n\n\n                                       47\n   54\n\n\nInterest to such person or entity on such terms and conditions within such\n120-day period, Manager will again be subject to the provisions of this Section\n17.15.4 with respect to the Offered Interest.\n\n                  17.15.5 TRANSFER OF SPRINT PCS NETWORK. Sprint PCS may sell,\ntransfer or assign the Sprint PCS Network or any of the Licenses, including its\nrights and obligations under this agreement, the Services Agreement and any\nrelated agreements, to a third party without Manager's consent so long as the\nthird party assumes the rights and obligations under this agreement and the\nServices Agreement. Manager agrees that Sprint PCS and Sprint PCS' Related\nParties will be released from any and all obligations under and with respect to\nany and all such agreements upon such sale, transfer or assignment in accordance\nwith this Section 17.15.5, without the need for Manager to execute any document\nto effect such release.\n\n         17.16 PROVISION OF SERVICES BY SPRINT SPECTRUM. As described in the\nRecitals, the party or parties to this agreement that own the Licenses are\nreferred to in this agreement as \"Sprint PCS.\" Sprint Spectrum will provide most\nor all of the services required to be provided by Sprint PCS under this\nagreement on behalf of Sprint PCS, other than the services to be rendered by\nManager. For example, Sprint Spectrum is the party to the contracts relating to\nthe national distribution network, the roaming and long distance services, and\nthe procurement arrangements. Accordingly, Sprint PCS and Manager will deal with\nSprint Spectrum to provide many of the attributes of the Sprint PCS Network.\n\n         17.17 NUMBER PORTABILITY. Manager understands that the manner in which\ncustomers are assigned to the Service Area Network could change as telephone\nnumbers become portable without any relation to the service area in which they\nare initially activated. To the extent the relationship between NPA-NXX and the\nService Area changes, Sprint PCS will develop an alternative system to attempt\nto assign customers who primarily live and work in the Service Area to the\nService Area. The terms of this agreement will be deemed to be amended to\nreflect the new system that Sprint PCS develops.\n\n         17.18 DISCLAIMER OF AGENCY. Neither party by this agreement makes the\nother party a legal representative or agent of the party, nor does either party\nhave the right to obligate the other party in any manner, except if the other\nparty expressly permits the obligation by the party or except for provisions in\nthis agreement expressly authorizing one party to obligate the other.\n\n         17.19 INDEPENDENT CONTRACTORS. The parties do not intend to create any\npartnership, joint venture or other profit-sharing arrangement, landlord-tenant\nor lessor-lessee relationship, employer-employee relationship, or any other\nrelationship other than that expressly provided in this agreement. Neither party\nto this agreement has any fiduciary duty to the other party.\n\n         17.20 EXPENSE. Each party bears the expense of complying with this\nagreement except as otherwise expressly provided in this agreement. The parties\nmust not allocate any employee cost or other cost to the other party, except as\notherwise provided in the Program Requirements or to the extent the parties\nexpressly agree in advance to the allocation.\n\n         17.21 GENERAL TERMS.\n\n                  (a) This agreement is to be interpreted in accordance with the\nfollowing rules of construction:\n\n\n                                       48\n   55\n\n\n\n\n                           (i) The definitions in this agreement apply equally\n         to both the singular and plural forms of the terms defined unless the\n         context otherwise requires.\n\n                           (ii) The words \"include,\" \"includes\" and \"including\"\n         are deemed to be followed by the phrase \"without limitation\".\n\n                           (iii) All references in this agreement to Sections\n         and Exhibits are references to Sections of, and Exhibits to, this\n         agreement, unless otherwise specified; and\n\n                           (iv) All references to any agreement or other\n         instrument or statute or regulation are to it as amended and\n         supplemented from time to time (and, in the case of a statute or\n         regulation, to any corresponding provisions of successor statutes or\n         regulations), unless the context otherwise requires.\n\n                  (b) Any reference in this agreement to a \"day\" or number of\n\"days\" (without the explicit qualification of \"Business\") is a reference to a\ncalendar day or number of calendar days. If any action or notice is to be taken\nor given on or by a particular calendar day, and the calendar day is not a\nBusiness Day, then the action or notice may be taken or given on the next\nBusiness Day.\n\n         17.22 CONFLICTS WITH OTHER AGREEMENTS. The provisions of this\nManagement Agreement govern over those of the Services Agreement if the\nprovisions contained in this agreement conflict with analogous provisions in the\nServices Agreement. The provisions of each Trademark License Agreement governs\nover those of this agreement if the provisions contained in this agreement\nconflict with analogous provisions in a Trademark License Agreement.\n\n         17.23 SURVIVAL UPON TERMINATION. The provisions of Sections 10, 11.4,\n11.5, 11.6, 12.2, 13, 14, 16 and 17 of this agreement will survive any\ntermination of this agreement.\n\n         17.24 ANNOUNCED TRANSACTION. Sprint Enterprises, L.P., TCI Telephony\nServices, Inc., Comcast Telephony Services and Cox Telephony Partnership have\nexecuted a Restructuring and Merger Agreement and related agreements that\nprovide for restructuring the ownership of Sprint Spectrum L.P., SprintCom,\nInc., PhillieCo Partners I, L.P., and Cox Communications PCS, L.P. Upon\nconsummation of the transactions contemplated by those agreements, Sprint would\ncontrol each of the four entities. While Sprint and Sprint PCS anticipate the\nproposed transactions will be consummated, there can be no assurances.\n\n         17.25 ADDITIONAL TERMS AND PROVISIONS. Certain additional and\nsupplemental terms and provisions of this agreement, if any, are set forth in\nthe Addendum to Sprint PCS Management Agreement attached hereto and incorporated\nherein by this reference. Manager represents and warrants that the Addendum also\ndescribes all existing contracts and arrangements (written or verbal) that\nrelate to or affect the rights of Sprint PCS or Sprint under this agreement\n(e.g., agreements relating to long distance telephone services (Section 3.4) or\nbackhaul and transport services (Section 3.7)).\n\n         17.26 MASTER SIGNATURE PAGE. Each party agrees that it will execute the\nMaster Signature Page that evidences such party's agreement to execute, become a\nparty to and be bound by this agreement, which document is incorporated herein\nby this reference.\n\n\n                                       49\n   56\n\n\n\n\n         17.27 AGENT AUTHORIZATION. Because of the close operational\nrelationship between the parties listed together below, each entity authorizes\nthe other entity to act on its behalf in every capacity under this agreement:\n(a) WirelessCo, L.P. and Sprint Spectrum L.P.; (b) Cox PCS License, L.L.C. and\nCox Communications PCS, L.P.; (c) APC PCS, LLC and American PCS Communications,\nLLC; and (d) PhillieCo, L.P. and PhillieCo Partners I, L.P.\n\n\n                                       50\n   57\n\n\n                           SPRINT PCS\/ALAMOSA PCS LLC\n                                  [SOUTHWEST]\n\n                              MASTER SIGNATURE PAGE\n\n         This Master Signature Page is dated and effective as of December 06,\n1999 (the \"Effective Date\"). This document provides the means by which each of\nthe undersigned entities executes and becomes a party to and bound by, to the\nextent set forth above such party's signature, the Management Agreement,\nServices Agreement, Sprint Trademark and Service Mark License Agreement, Sprint\nSpectrum Trademark and Service Mark License Agreement, and Addendum I to the\nManagement Agreement. This document may be executed in one or more counterparts.\nThe Notice Address Schedule attached to this document sets forth the addresses\nto which notices should be sent under the agreements. The Management Agreement,\nServices Agreement, Sprint Trademark and Service Mark License Agreement, and\nSprint Spectrum Trademark and Service Mark License Agreement replace and \nsupersede in their entirety the Management Agreement, Services Agreement, Sprint\nTrademark and Service Mark License Agreement, and Sprint Spectrum Trademark and\nService Mark License Agreement, entered into as of July 17, 1998 by the parties\nhereto.\n\n               THE MANAGEMENT AGREEMENT AND THE SERVICES AGREEMENT\n               CONTAIN BINDING ARBITRATION PROVISIONS THAT MAY BE\n                   ENFORCED BY THE PARTIES TO THOSE AGREEMENTS\n\n\n\n                              SPRINT SPECTRUM L.P.\n\n         For and in consideration of the covenants contained in the Management\nAgreement, Services Agreement, Sprint Spectrum Trademark and Service Mark\nLicense Agreement, and Addendum I to the Management Agreement (collectively, the\n\"Executed Agreements\"), and for good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, Sprint Spectrum L.P. executes,\nbecomes a party to, and agrees to be bound by and to perform its obligations\nunder each of the Executed Agreements as of the Effective Date. The execution by\nSprint Spectrum L.P. of this Master Signature Page has the same force and effect\nas if Sprint Spectrum L.P. executed individually each of the Executed\nAgreements.\n\n                                       SPRINT SPECTRUM L.P.\n\n\n                                       By:   \/s\/ Bernard A. Bianchino\n                                             Bernard A. Bianchino\n                                             Chief Business Development Officer\n\n\n                                       51\n   58\n\n\n                                WIRELESSCO, L.P.\n\n         For and in consideration of the covenants contained in the Management\nAgreement and Addendum I to the Management Agreement (collectively, the\n\"Executed Agreements\"), and for good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, WirelessCo, L.P. executes, becomes\na party to, and agrees to be bound by and to perform its obligations under each\nof the Executed Agreements as of the Effective Date. The execution by\nWirelessCo, L.P. of this Master Signature Page has the same force and effect as\nif WirelessCo, L.P. executed individually each of the Executed Agreements.\n\n                                    WIRELESSCO, L.P.\n\n\n                                    By:   \/s\/ Bernard A. Bianchino\n                                          Bernard A. Bianchino\n                                          Senior Vice President and\n                                          Chief Business Development Officer\n\n\n\n\n                          COX COMMUNICATIONS PCS, L.P.\n\n         For and in consideration of the covenants contained in the Management\nAgreement and Addendum I to the Management Agreement (collectively, the\n\"Executed Agreements\"), and for good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, Cox Communications PCS, L.P.\nexecutes, becomes a party to, and agrees to be bound by and to perform its\nobligations under each of the Executed Agreements as of the Effective Date. The\nexecution by Cox Communications PCS, L.P. of this Master Signature Page has the\nsame force and effect as if Cox Communications PCS, L.P. executed individually\neach of the Executed Agreements.\n\n\n                                    COX COMMUNICATIONS PCS\n\n\n                                    By:   \/s\/ BERNARD A. BIANCHINO\n                                          ----------------------------------\n                                          Bernard A. Bianchino,\n                                          Senior Vice President and\n                                          Chief Business Development Officer\n\n\n                                             \n\n                                    COX PSC LICENSE, LLC\n\n         For and in consideration of the covenants contained in the Management\nAgreement and Addendum I to the Management Agreement (colletively, the \"Executed\nAgreements\"), and for good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, Cox PCS License, LLC\nexecutes, becomes a party to, and agrees to be bound by and to perform its\nobligations under each of the Executed Agreements as of the Effective Date. The\nexecution by Cox PCS License, LLC of this Master Signature Page has the\nsame force and effect as if Cox PCS License, LLC executed individually\neach of the Executed Agreements.\n\n\n                                    COX PCS LICENSE, LLC\n\n                                    By: \/s\/ BERNARD A. BIANCHINO\n                                        ---------------------------\n                                        Bernard A. Bianchino,\n                                        Senior Vice President and \n                                        Chief Business Development Officer\n\n\n\n\n                                SPRINTCOM, INC.\n\n\n         For and in consideration of the covenants contained in the Management\nAgreement and Addendum I to the Management Agreement (colletively, the \"Executed\nAgreements\"), and for good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, SprintCom, Inc. executes, becomes\na party to, and agrees to be bound by and to perform its obligations under each\nof the Executed Agreements as of the Effective Date. The execution by SprintCom,\nInc. of this Master Signature Page has the same force and effect as if\nSprintCom, Inc. executed individually each of the Executed Agreements.\n\n\n                                    SPRINTCOM, INC.\n\n                                    By: \/s\/ BERNARD A. BIANCHINO\n                                        ---------------------------\n                                        Bernard A. Bianchino,\n                                        Senior Vice President and \n                                        Chief Business Development Officer\n\n\n\n\n                       SPRINT COMMUNICATIONS COMPANY, L.P.\n\n         For and in consideration of the covenants contained in the Management\nAgreement, Sprint Trademark and Service Mark License Agreement, and Addendum I\nto the Management Agreement (collectively, the \"Executed Agreements\"), and for\ngood and valuable consideration, the receipt and sufficiency of which are hereby\nacknowledged, Sprint Communications Company, L.P. executes, becomes a party to,\nand agrees to be bound by and to perform its obligations under each of the\nExecuted Agreements as of the Effective Date; provided, that Sprint\nCommunications Company, L.P. only agrees to be bound by and perform its\nobligations under, and will enjoy the benefits given to it under the Management\nAgreement, with respect to only those provisions that expressly apply to Sprint\nCommunications Company, L.P., including its obligations and benefits under\nSections 2, 3 and 10. The execution by Sprint Communications Company, L.P. of\nthis Master Signature Page has the same force and effect as if Sprint\nCommunications Company, L.P. executed individually each of the Executed\nAgreements.\n\n                                    SPRINT COMMUNICATIONS COMPANY, L.P.\n\n\n                                    By:  \/s\/ DON A. JENSEN\n                                         Don A. Jensen\n                                         Vice President - Law\n\n\n                                       52\n   59\n\n\n                                ALAMOSA PCS, LLC\n\n         For and in consideration of the covenants contained in the Management\nAgreement, Services Agreement, Sprint Trademark and Service Mark License\nAgreement, Sprint Spectrum Trademark and Service Mark License Agreement, and\nAddendum I to the Management Agreement (collectively, the \"Executed\nAgreements\"), and for good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, Alamosa Wisconsin Limited\nPartnership executes, becomes a party to, and agrees to be bound by and to\nperform its obligations under each of the Executed Agreements as of the\nEffective Date. ne execution by Alamosa Wisconsin Limited Partnership of this\nMaster Signature Page has the same force and effect as if Alamosa Wisconsin\nLimited Partnership executed individually each of the Executed Agreements.\n\n                                           ALAMOSA WISCONSIN LIMITED PARTNERSHIP\n\n\n                                           By:   \/s\/ Jerry W. Brantley\n                                                 Jerry W. Brantley\n                                                 Chief Operating Officer\n\n\n                                       53\n   60\n\n\n                             NOTICE ADDRESS SCHEDULE\n\n         The addresses to which notice is to be sent pursuant to Section 17.1 of\nthe Management Agreement, Section 9.1 of the Services Agreement, Section 15.1 of\nthe Sprint Trademark and Service Mark License Agreement, or Section 15.1 of the\nSprint Spectrum Trademark and Service Mark License Agreement are as follows:\n\nSPRINT SPECTRUM L.P., WIRELESS CO., L.P., COX COMMUNICATIONS PCS, L.P.\nAND COX PCS LICENSE, LLC.\n4900 Main, 12th Floor              with a copy to:   4900 Main, 11th Floor\nKansas City, Missouri 64112                          Kansas City, Missouri 64112\nTelephone: (816) 559-1000                            Telephone: (816) 559-1000\nTelecopier: (816) 559-1290                           Telecopier: (816) 559-2591\nAttention: Chief Executive Officer                   Attention: General Counsel\n\nSPRINT COMMUNICATIONS COMPANY, L.P. (and notices regarding the Sprint Brands)\nc\/o Sprint Corporation\n2330 Shawnee Mission Parkway\nWestwood, Kansas 66205\nTelephone: 913-624-3326\nTelecopier: 913-624-8233\nAttention: Corporate Secretary\nMail Stop: KSWESA0110\n\nALAMOSA PCS, LLC\n4403 Brownfield Highway\nLubbock, TX 79407\nTelephone: (806) 791-7700\nTelecopier: (806) 722-7806\nAttention: Chairman\n\n                                       54\n   61\n\n                             SCHEDULE OF DEFINITIONS\n\n         This Schedule of Definitions is the \"SCHEDULE OF DEFINITIONS\" referred\nto in and incorporated by reference under the Management Agreement, Services\nAgreement, and Trademark License Agreements (as such agreements are defined\nbelow). Whenever the phrase \"this agreement\" is used below, such phrase refers\nto the particular agreement under whose terms this Schedule of Definitions is\nbeing applied in that instance. If citations to sections or exhibits of\ndifferent agreements are included in a definition, the citation to the\nparticular agreement under whose terms this Schedule of Definitions is being\napplied controls to the exclusion of the citations to different agreements.\n\n         The following words and phrases used in this agreement have the\nfollowing meanings:\n\n         \"ADDENDUM\" means any addendum attached to this agreement that contains\nthe amendments to this agreement; such Addendum is expressly incorporated as a\npart of this agreement.\n\n         \"AFFILIATION AGREEMENT\" means any and all of the agreements, known as\nSprint PCS Affiliation Agreements, whereby an affiliate and Sprint PCS and\/or\none or more of Sprint PCS' Related Parties agree to the terms and conditions\nunder which such affiliate will manage the Service Area Network identified in\nsuch agreement, using such Affiliate's own PCS license issued by the FCC and any\ndocuments incorporated by reference in such agreement.\n\n         \"AGENT\" has the meaning set forth in Section 3.1 of the Sprint Spectrum\nTrademark and Service Mark License Agreement or Section 3.1 of the Sprint\nTrademark and Service Mark License Agreement.\n\n         \"ARBITER\" has the meaning set forth in Section 12.1.3 of the Management\nAgreement or Section 5.1.3 of the Services Agreement.\n\n         \"AVAILABLE SERVICES\" means those categories of services listed on\nExhibit 2.1.1 to the Services Agreement (as the same may be amended from time to\ntime by Sprint Spectrum and made available to Manager under the terms of the\nServices Agreement).\n\n         \"AVAILABLE SERVICES AND FEES SCHEDULE\" means that schedule set forth on\nExhibit 2.1.1 to the Services Agreement, which sets forth the Available Services\noffered from time to time and the fees charged for such Available Services.\n\n         \"BANKRUPTCY\" means, for the purposes of the Trademark License\nAgreements, either a Voluntary Bankruptcy or an Involuntary Bankruptcy.\n\n         \"BRANDS\" means the Sprint PCS Brands and the Sprint Brands.\n\n         \"BTA\" means a Basic Trading Area for which a Basic Trading Area (BTA)\nlicense is issued by the FCC.\n\n         \"BUILD-OUT PLAN\" means the plan agreed upon by Manager and Sprint PCS,\nalong with any modifications and updates to the plan, respecting the\nconstruction and design of the Service Area Network, a copy of which is attached\nas Exhibit 2.1 to the Management Agreement.\n\n\n                                        1\n   62\n\n\n         \"BUSINESS DAY\" means a day of the year that banks are not required or\nauthorized to close in the State of New York.\n\n         \"CANCELLED SERVICE\" has the meaning set forth in Section 3.2 of the\nServices Agreement.\n\n         \"CDMA\" means code division multiple access.\n\n         \"CHANGE OF CONTROL\" has the meaning set forth in Section 17.15.3 of the\nManagement Agreement.\n\n         \"COLLECTED REVENUES\" has the meaning, set forth in Section 10.4 of the\nManagement Agreement.\n\n         \"CONFIDENTIAL INFORMATION\" means all Program Requirements, guidelines,\nstandards, and programs, the technical, marketing, financial, strategic and\nother information provided by each party under the Management Agreement,\nServices Agreement, and Trademark License Agreements, and any other information\ndisclosed by one party to the other party pursuant to the Management Agreement,\nServices Agreement, and Trademark License Agreements that is not specifically\nexcluded by Section 12.2 of the Management Agreement. In addition to the\npreceding sentence, \"Confidential Information\" has the meaning set forth in\nSection 3.1 of the Sprint Spectrum Trademark and Service Mark License Agreement\nor Section 3.1 of the Sprint Trademark and Service Mark License Agreement.\n\n         \"CONTROLLED RELATED PARTY\" means the Parent of any Person and each\nSubsidiary of such Parent. As used in Section 1.2 and Article 3 of the Sprint\nSpectrum Trademark and Service Mark License Agreement or Section 1.2 and Article\n3 of the Sprint Trademark and Service Mark License Agreement, the term\n\"Controlled Related Party\" will also include any Related Party of a Person that\nsuch Person or its Parent can directly or indirectly unilaterally cause to take\nor refrain from taking any of the actions required, prohibited or otherwise\nrestricted by such Section, whether through ownership of voting securities,\ncontractually or otherwise.\n\n         \"DEFAULT RATE\" means the rate per annum (computed on the basis of the\nactual number of days elapsed in a year of 365 or 366 days, as applicable),\ncompounded monthly, equal to the Prime Rate (adjusted as and when changes in the\nPrime Rate occur) plus five percent (5%).\n\n         \"DISAGGREGATED LICENSE\" means that portion of the License that Manager\nmay or is required to purchase under Section 11 of the Management Agreement from\nSprint PCS under certain circumstances, after Sprint PCS' receipt of FCC\napproval of the necessary disaggregation and partition, which portion comprises\nno less than the amount of spectrum sufficient to operate one duplex CDMA\ncarrier (including the required guard bands) within the PCS Spectrum, and no\nmore than 10 MHz of the Spectrum (at Manager's designation) covering the Service\nArea, and which includes the frequencies then in use in the Service Area Network\nand, if applicable, adjacent frequencies, so long as such frequencies in the\naggregate do not exceed 10 MHz.\n\n         \"DISPUTE NOTICE\" has the meaning set forth in Section 12.1.3 of the\nManagement Agreement or Section 5.1.3 of the Services Agreement.\n\n         \"DISPUTE NOTICE DATE\" has the meaning set forth in Section 12.1.3 of\nthe Management Agreement or Section 5.1.3 of the Services Agreement.\n\n\n                                        2\n   63\n\n\n         \"ENCUMBRANCES\" has the meaning set forth in Section 5.1 (a) of the\nSprint Spectrum Trademark and Service Mark License Agreement or Section 5.1 (a)\nof the Sprint Trademark and Service Mark License Agreement.\n\n         \"ENTIRE BUSINESS VALUE\" has the meaning set forth in Section 11.7.3 of\nthe Management Agreement.\n\n         \"EVENT OF TERMINATION\" means any of the events described in Section\n11.3 of the Management Agreement. For the purposes of the Sprint Spectrum\nTrademark and Service Mark License Agreement only, \"Event of Termination\" has\nthe meaning set forth in Section 13.2 of that agreement. For the purposes of the\nSprint Trademark and Service Mark License Agreement only, \"Event of Termination\"\nhas the meaning set forth in Section 13.2 of that agreement.\n\n         \"FAA\" means the Federal Aviation Administration.\n\n         \"FCC\" means the Federal Communications Commission.\n\n         \"FINANCIAL LENDER\" means any and all of those commercial and financial\ninstitutions that provide material credit to Manager for the purpose of\nassisting Manager with the fulfillment of its obligations and duties under this\nagreement.\n\n         \"FIXED WIRELESS LOCAL LOOP\" has the meaning set forth in Section 2.4 of\nthe Management Agreement.\n\n         \"HOME SERVICE AREA\" means the geographic area within which a customer\ncan make a local call on the customer's PCS phone (i.e., the customer does not\nincur an extra charge).\n\n         \"INBOUND ROAMING\" means calls placed by a non-Sprint PCS Network\ncustomer on the Sprint PCS Network.\n\n         \"INDEMNITEE\" and \"INDEMNITOR\" have the meanings set forth in Section\n13.3.1 of the Management Agreement or Section 6.3.1 of the Services Agreement.\n\n         \"INITIAL TERM\" has the meaning set forth in Section 11. 1 of the\nManagement Agreement.\n\n         \"INVOLUNTARY BANKRUPTCY\" has the meaning set forth in Section 11.3.7 of\nthe Management Agreement.\n\n         \"LAW\" means all laws (statutory or otherwise), ordinances, rules,\nregulations, bylaws, Orders and codes of all governmental and regulatory\nauthorities, whether United States Federal, state or local, which are applicable\nto the Sprint PCS Products and Services.\n\n         \"LICENSE\" means the PCS license(s) issued by the FCC described on the\nService Area Exhibit to the Management Agreement.\n\n         \"LICENSED MARKS\" means the trademarks and service marks referred to in\nthe Recitals section of the Trademark License Agreement under whose terms this\ndefinition is being applied, and such other marks as may be adopted and\nestablished under said agreement from time to time.\n\n\n                                        3\n   64\n\n\n         \"LICENSEE\" has the meaning set forth in the introductory paragraph to\nthe particular agreement under whose terms this definition is being applied.\n\n         \"LICENSOR\" has the meaning set forth in the introductory paragraph to\nthe particular agreement under whose terms this definition is being applied.\n\n         \"LOCAL CALLING AREA\" means the geographic area within which a customer\ncan make a local call on the customer's PCS handset without incurring a long\ndistance charge.\n\n         \"LOSS\" means any and all damage, loss, liability, claim, out-of-pocket\ncost and expense, including reasonable expenses of investigation and reasonable\nattorneys' fees and expenses, but excluding consequential or special damages.\n\n         \"MANAGEMENT AGREEMENT\" means that certain Sprint PCS Management\nAgreement executed by Manager and Sprint PCS and any documents incorporated by\nreference in said agreement.\n\n         \"MANAGER\" means the party to this agreement as indicated in the\nintroductory paragraph of this agreement.\n\n         \"MANAGER MANAGEMENT REPORT\" has the meaning set forth in Section 12.1.2\nof the Management Agreement.\n\n         \"MANAGER'S PRODUCTS AND SERVICES\" means all types and categories of\nwireless communications services and associated products that are offered by\nManager in the Service Area under Section 3.2 of the Management Agreement.\n\n         \"MARKETING COMMUNICATIONS GUIDELINES\" means the guidelines issued by\nSprint or Sprint PCS in accordance with Section 5.2 of the Management Agreement\nwith respect to the marketing, promotion, advertising, distribution, lease and\nsale of Sprint PCS Products and Services, as they may be amended from time to\ntime by Sprint or Sprint PCS in accordance with the terms of the Trademark\nLicense Agreements.\n\n         \"MASTER SIGNATURE PAGE\" means the document that the parties to the\nManagement Agreement, Services Agreement and\/or one or more of the Trademark\nLicense Agreements sign to evidence their agreement to execute, become a party\nto and be bound by each of the agreements, or parts thereof, listed above the\nparticular party's signature on such Master Signature Page.\n\n         \"MFN PRICE\" or \"MOST FAVORED NATION PRICE\" means, with respect to\nresale, the best local market price offered to any third party for the purchase\nof air time on Manager's network including but not limited to any third party\nwho may use the air time for its own wireless communications services or resell\nthe air time, and, with respect to roaming, the lowest roaming charge of Manager\nto other wireless carriers when their customers roam on the Service Area\nNetwork.\n\n         \"MIN\" means the 24-bit mobile identification number corresponding to\nthe 7-digit telephone number assigned to the handset, used for both billing and\nreceiving calls.\n\n         \"MTA\" means a Major Trading Area for which a MTA license is issued by\nthe FCC.\n\n\n                                        4\n   65\n\n\n         \"NEW COVERAGE\" means the build-out in the Service Area that is in\naddition to the build-out required under the then-existing Build-out Plan, which\nbuild-out Sprint PCS or Manager decides should be built-out.\n\n         \"NOTICE ADDRESS SCHEDULE\" means the schedule attached to the Master\nSignature Page that provides the mailing and courier delivery addresses, and the\nfacsimile number, for giving notices to each of the parties signing the Master\nSignature Page. The Notice Address Schedule may include supplemental addresses\nthat serve as additional or alternate notice addresses for use by the parties in\nspecifically prescribed situations.\n\n         \"NPA-NXX\" means as follows: \"NPA\" means numbering plan area, which is\nthe area code for a telephone number. \"NXX\" refers to the first three digits of\na telephone number, which identify the specific telephone company central office\nthat serves that number.\n\n         \"OFFER\" means an offer received by Manager to sell substantially all of\nthe assets comprising or used in connection with the operation and management of\nthe Service Area Network or any portion of the Service Area Network.\n\n         \"OFFER NOTICE\" means a written notice given by Manager to Sprint PCS\nthat sets forth in detail the terms and conditions of an Offer and the name and\naddress of the person or entity making the Offer.\n\n         \"OFFERED INTEREST\" means the assets that Manager proposes to sell\npursuant to an Offer.\n\n         \"OPERATING ASSETS\" means the assets Manager or its Related Parties owns\nand uses in connection with the operation of the Service Area Network, at the\ntime of termination, to provide the Sprint PCS Products and Services. Operating\nAssets does not include items such as furniture, fixtures and buildings that\nManager or its Related Parties use in connection with other businesses. Examples\nof Operating Assets include without limitation: switches, towers, cell sites,\nsystems, records and retail stores.\n\n         \"OPERATIONAL LEVEL OF SPRINT PCS\" means the average operational level\nof all the service area networks operated by Sprint PCS and its Related Parties\nwithout the use of a manager or affiliate, as measured by Sprint PCS, unless the\noperational level, as measured by Sprint PCS, of all of the service area\nnetworks operated by Sprint PCS and its Related Parties without the use of a\nmanager or affiliate that are contiguous to the Service Area are below the\nnational average, in which case \"Operational Level of Sprint PCS\" means the\naverage operational level of those contiguous service area networks.\n\n         \"ORDER\" means any order, writ, injunction, decree, judgment, award or\ndetermination of any court or governmental or regulatory authority.\n\n         \"OTHER MANAGERS\" means any person or entity with which Sprint PCS has\nentered into an agreement similar to this agreement or an Affiliation Agreement,\nincluding without limitation an affiliate under an Affiliation Agreement or a\nmanager under another Management Agreement, under which the person or entity\ndesigns, constructs and manages a service area network and offers and promotes\nSprint PCS Products or Services.\n\n         \"OUTBOUND ROAMING\" means calls placed by a Sprint PCS Network customer\non a non-Sprint PCS network.\n\n\n                                        5\n   66\n\n\n         \"PARENT\" means, with respect to any Person, the ultimate parent entity\n(as determined in accordance with the Hart-Scott-Rodino Antitrust Improvements\nAct of 1976 and the rules and regulations promulgated thereunder) of such\nPerson; except that if such ultimate parent entity is an individual, the Parent\nwill be the highest entity in the ownership chain from the ultimate parent\nentity to and including such Person that is not an individual.\n\n         \"PARTIES\" means, with respect to the Management Agreement, Sprint PCS\nand Manager. For the purpose of the services Agreement only, \"parties\" means\nSprint Spectrum and Manager. Sprint is not a party to the Management Agreement,\nexcept to the limited extent described on the signature page executed on behalf\nof Sprint. For the purpose of the Trademark License Agreements only, \"parties\"\nmeans Licensor and Licensee.\n\n         \"PCS\" means a radio communication system authorized under the rules for\nbroadband personal communications services designated as Subpart E of Part 24 of\nthe FCC's rules, including the network, marketing, distribution, sales, customer\ninterface and operations functions relating thereto.\n\n         \"PCS SPECTRUM\" means the range of frequencies that Sprint PCS is\nauthorized to use under the License.\n\n         \"PERMITTED ASSIGNEE\" means any assignee of the rights and obligations\nof Licensee pursuant to an assignment consented to in writing by Licensor, in\nits sole discretion, in accordance with Section 14.1 of the Sprint Spectrum\nTrademark and Service Mark License Agreement or Section 14.1 of the Sprint\nTrademark and Service Mark License Agreement, or any subsequent permitted\nassignee of any such permitted assignee.\n\n         \"PERSON\" means any individual, partnership, limited partnership,\nlimited liability company, corporation, trust, other business association or\nbusiness entity, estate, or other entity.\n\n         \"POPS\" means the population covered by a license or group of licenses.\nUnless otherwise noted, as used in the Management Agreement, pops means the most\nrecent Rand-McNally Population Survey estimate of the population of a geographic\narea.\n\n         \"PREMIUM AND PROMOTIONAL ITEMS\" means all items, including clothing,\nmemorabilia and novelties, used to display the Licensed Marks for the purpose of\npromoting the awareness, sale or image of the Sprint PCS Products and Services;\nprovided, however, that Premium and Promotional Items does not include marketing\nand advertising materials prepared by Licensee that are subject to the Marketing\nCommunications Guidelines (e.g. printed materials such as bill stuffers,\nbrochures and similar materials).\n\n         \"PRIME RATE\" means the rate announced from time to time by The Chase\nManhattan Bank, or its successor(s), as its prime rate.\n\n         \"PROGRAM REQUIREMENTS\" means the standards, guidelines, plans, policies\nand programs established by Sprint PCS from time to time regarding the operation\nand management of the Service Area Network and the Sprint PCS business operated\nusing the Service Area Network, including the Program Requirements set forth in\nSections 4.1, 4.2, 4.3, 7.2 and 8.1 of the Management Agreement. Sprint PCS may\nalso implement Program Requirements respecting a voluntary resale program, as\ndefined in Section 3.5.2 of the Management Agreement.\n\n\n                                        6\n   67\n\n\n         \"PURCHASE NOTICE\" has the meaning set forth in Section 1.2 of Exhibit\n11.8 to the Management Agreement.\n\n         \"QUALITY STANDARDS\" has the meaning set forth in Section 2.1 (a) of the\nSprint Spectrum Trademark and Service Mark License Agreement or Section 2.1 (a)\nof the Sprint Trademark and Service Mark License Agreement.\n\n         \"RAND-MCNALLY POPULATION SURVEY\" means the most recent population\nsurvey published by Rand- McNally or, if Rand-McNally no longer publishes the\nsurveys, then the most recent population survey published by any successor\norganization to Rand-McNally or, if no such organization exists, an organization\nselected by Sprint PCS that provides surveys similar to the Rand-McNally\nsurveys.\n\n         \"RECEIVING PARTY\" has the meaning, set forth in Section 3. 1 of the\nSprint Spectrum Trademark and Service Mark License Agreement or Section 3.1 of\nthe Sprint Trademark and Service Mark License Agreement.\n\n         \"RELATED EQUIPMENT\" means customer-controlled equipment for use in\nconnection with the Sprint PCS Products and Services including telephones,\nwireless handsets and related accessories, PCMCIA cards, \"smart\" cards, PDA's,\nPBX's, set-top boxes and data terminals.\n\n         \"RELATED PARTY\" means, with respect to any Person, any other Person\nthat directly or indirectly through one or more intermediaries controls, is\ncontrolled by, or is under common control with the Person. For purposes of the\nManagement Agreement, Sprint Spectrum, SprintCom, American PCS Communications,\nLLC, PhillieCo Partners I, L.P., and Cox Communications PCS, L.P. will be deemed\nto be Related Parties. For purposes of this definition, the term \"controls\"\n(including its correlative meanings \"controlled by\" and \"under common control\nwith\") means the possession, direct or indirect, of the power to direct or cause\nthe direction of the management and policies of a Person, whether through the\nownership of voting securities, by contract or otherwise.\n\n         \"RESTRICTED PARTY\" has the meaning set forth in Section 3.1 of the\nSprint Spectrum Trademark and Service Mark License Agreement or Section 3.1 of\nthe Sprint Trademark and Service Mark License Agreement.\n\n         \"SELECTED SERVICES\" means those Available Services selected by Manager\nto be provided by Sprint Spectrum under Section 2.1 of the Services Agreement.\nAn Available Service will not be treated as a Selected Service until Sprint\nSpectrum begins providing that service.\n\n         \"SERVICE AREA\" means the geographic area described on the Service Area\nExhibit to the Management Agreement.\n\n         \"SERVICE AREA NETWORK\" means the network and business activities\nmanaged by Manager under the Management Agreement in the Service Area under the\nLicense.\n\n         \"SERVICES AGREEMENT\" means that certain Sprint PCS Services Agreement\nexecuted by Manager and Sprint Spectrum and any documents incorporated by\nreference in said agreement, whereby Manager may delegate the performance of\ncertain services to Sprint PCS for fees that represent an adjustment of the fees\npaid by Sprint PCS to Manager under Section 10 of the Management Agreement.\n\n\n                                        7\n   68\n\n\n         \"SITING REGULATIONS\" means:\n\n                  (1) FCC regulations governing tower siting, lighting, marking\n         monitoring, and reporting of lighting malfunctions as set forth in 47\n         CFR Sections 17.1 through 17.58, and as may be amended;\n\n                  (2) FAA regulations governing tower siting, lighting, marking,\n         monitoring, and reporting of lighting malfunctions as set forth in 14\n         CFR Sections 77.1 through 77.75, and as may be amended;\n\n                  (3) FCC land use regulations as set forth in 47 CFR Sections\n         1.1301 through 1.1319, and as may be amended; and\n\n                  (4) FCC radio frequency exposure regulations as set forth in\n         47 CFR Sections 1. 1301 through 1. 1319, and as may be amended.\n\n\n         \"SPECTRUM\" has the same meaning as PCS Spectrum.\n\n         \"SPRINT\" means Sprint Communications Company, L.P., a Delaware limited\npartnership.\n\n         \"SPRINT BRANDS\" means the \"Licensed Marks\" as that term is defined\nunder the Sprint Trademark and Service Mark License Agreement.\n\n         \"SPRINT PCS\" means any or all of the following Related Parties who are\nLicense holders and signatories to the Management Agreement: Sprint Spectrum\nL.P., a Delaware limited partnership, SprintCom, Inc., a Kansas corporation,\nPhillieCo Partners I, L.P., a Delaware limited partnership, Cox Communications\nPCS, L.P., a Delaware limited partnership, and American PCS Communications, LLC,\na Delaware limited liability company. Each entity listed above is a Related\nParty to each of the other listed entities.\n\n         \"SPRINT PCS AFFILIATION AGREEMENT\" has the same meaning as Affiliation\nAgreement.\n\n         \"SPRINT PCS BRANDS\" means the \"Licensed Marks\" as that term is defined\nunder the Sprint Spectrum Trademark and Service Mark License Agreement.\n\n         \"SPRINT PCS COMMUNICATIONS POLICIES\" means the policies established in\naccordance with Section 6.4 of the Management Agreement with respect to public\nrelations development, maintenance and management, as they may be amended from\ntime to time by Sprint PCS in accordance with the terms of the Management\nAgreement.\n\n         \"SPRINT PCS CUSTOMER SERVICE PROGRAM REQUIREMENTS\" means the program\nand requirements established in accordance with Section 8.1 of the Management\nAgreement with respect to customer service development, maintenance and\nmanagement, as it may be amended from time to time by Sprint PCS in accordance\nwith the terms of the Management Agreement.\n\n         \"SPRINT PCS CUSTOMER SERVICE STANDARDS\" means those customer service\nstandards developed by Sprint PCS with respect to customer service and\nmaintenance as described in Section 8.1 of the Management\n\n\n                                        8\n   69\n\n\nAgreement, as it may be amended from time to time by Sprint PCS in accordance\nwith the terms of the Management Agreement.\n\n         \"SPRINT PCS INSURANCE REQUIREMENTS\" means the insurance requirements\ndeveloped by Sprint PCS as described in Section 12.3 of the Management\nAgreement, as they may be amended from time to time by Sprint PCS in accordance\nwith the terms of the Management Agreement.\n\n         \"SPRINT PCS MANAGEMENT AGREEMENT\" has the same meaning as Management\nAgreement.\n\n         \"SPRINT PCS NATIONAL ACCOUNTS PROGRAM REQUIREMENTS\" means the program\nand requirements established in accordance with Section 4.2 of the Management\nAgreement with respect to national accounts development, maintenance and\nmanagement, as it may be amended from time to time by Sprint PCS in accordance\nwith the terms of the Management Agreement.\n\n         \"SPRINT PCS NATIONAL OR REGIONAL DISTRIBUTION PROGRAM REQUIREMENTS\"\nmeans any distribution program and requirements established in accordance with\nSection 4.1 of the Management Agreement, as it may be amended from time to time\nby Sprint PCS in accordance with the terms of the Management Agreement, and\nentered into by Sprint PCS or its Related Parties and a third-party distributor\n(for example, a national chain of retail electronics stores) from time to time,\nunder which the third party will distribute, lease, or sell Sprint PCS Products\nand Services on a national or regional basis. The term \"distributor\" means a\nreseller of Sprint PCS Products and Services, or an agent of Sprint PCS\nauthorized to sell Sprint PCS Products and Services on behalf of Sprint PCS, or\na person engaged in any other means of wholesale or retail distribution of\nSprint PCS Products and Services.\n\n         \"SPRINT PCS NETWORK\" means the national wireless network and business\nactivities to be developed by Sprint PCS, Manager and Other Managers in the\nUnited States and certain of its territories and possessions, which network\nincludes the Service Area Network.\n\n         \"SPRINT PCS PRODUCTS AND SERVICES\" means all types and categories of\nwireless communications services and associated products that are designated by\nSprint PCS (whether now existing or developed and implemented in the future) as\nproducts and services to be offered by Sprint PCS, Manager and all Other\nManagers as the products and services of the Sprint PCS Network for fixed and\nmobile voice, short message and other data services under the FCC's rules for\nbroadband personal communications services, including all local area service\nplans. Sprint PCS Products and Services do not include wireline products or\nservices, including local exchange service, wireline long distance service, and\nwireline based Internet access.\n\n         \"SPRINT PCS ROAMING AND INTER SERVICE AREA PROGRAM REQUIREMENTS\" means:\n\n                  (i) the roaming program and requirements established in\naccordance with Section 4.3 of the Management Agreement, as amended from time to\ntime by Sprint PCS in accordance with the terms of the Management Agreement, to\nprovide for customers from a carrier not associated with the Sprint PCS Network\nto operate the customer's handset on the Sprint PCS Network and for customers\nfrom the Sprint PCS Network (whether customers of Sprint PCS, Manager or an\nOther Manager) to operate the customer's handset on a network of a carrier not\nassociated with the Sprint PCS Network, and\n\n\n                                        9\n   70\n\n\n                  (ii) the program established in accordance with Section 4.3 of\nthe Management Agreement, as amended from time to time by Sprint PCS in\naccordance with the terms of the Management Agreement, to provide for customers\nfrom one Service Area on the Sprint PCS Network, whether managed by Sprint PCS,\nManager, or an Other Manager, to operate the customer's handsets and otherwise\nreceive seamless service, regardless of whether the customer makes its call to\nor from the Sprint PCS Network and regardless of whether the customer is a\ncustomer of Sprint PCS, Manager or an Other Manager.\n\n         \"SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS\" means the operating and\ntechnical performance standards established by Sprint PCS, in accordance with\nSection 7.2 of the Management Agreement, as amended from time to time by Sprint\nPCS in accordance with the terms of the Management Agreement, for the Sprint PCS\nNetwork as they may be amended from time to time by Sprint PCS in accordance\nwith the terms of the Management Agreement.\n\n         \"SPRINT SPECTRUM\" means Sprint Spectrum L.P., a Delaware limited\npartnership.\n\n         \"SPRINT SPECTRUM BRANDS\" means the \"Licensed Marks\" as that term is\ndefined under the Sprint Spectrum Trademark and Service Mark License Agreement.\n\n         \"SPRINT SPECTRUM TRADEMARK AND SERVICE MARK LICENSE AGREEMENT\" means\nthat certain Sprint Spectrum Trademark and Service Mark License Agreement\nexecuted by Manager and Sprint Spectrum and any documents incorporated by\nreference in said agreement.\n\n         \"SPRINT TRADEMARK AND SERVICE MARK LICENSE AGREEMENT\" means that\ncertain Sprint Trademark and Service Mark License Agreement executed by Manager\nand Sprint and any documents incorporated by reference in said agreement.\n\n         \"SPRINTCOM\" means SprintCom, Inc., a Kansas corporation.\n\n         \"SUBSIDIARY\" of any Person as of any relevant date means a corporation,\ncompany or other entity (i) more than 50% of whose outstanding shares or equity\nsecurities are, as of such date, owned or controlled, directly or indirectly\nthrough one or more Subsidiaries, by such Person, and the shares or securities\nso owned entitle such Person and\/or Subsidiaries to elect at least a majority of\nthe members of the board of directors or other managing authority of such\ncorporation, company or other entity notwithstanding the vote of the holders of\nthe remaining shares or equity securities so entitled to vote or (ii) which does\nnot have outstanding shares or securities, as may be the case in a partnership,\njoint venture or unincorporated association, but more than 50% of whose\nownership interest is, as of such date, owned or controlled, directly or\nindirectly through one or more Subsidiaries, by such Person, and in which the\nownership interest so owned entitles such Person and\/or Subsidiaries to make the\ndecisions for such corporation, company or other entity.\n\n         \"SUCCESSOR NOTICE\" has the meaning set forth in Section 17.15.2(e) of\nthe Management Agreement.\n\n         \"TERM\" means during the term of the Management Agreement, including the\nInitial Term and any renewal terms.\n\n\n                                       10\n   71\n\n\n         \"TRADEMARK AND SERVICE MARK USAGE GUIDELINES\" means the rules governing\nthe depiction and presentation of the Licensed Marks then generally in use by\nLicensor, to be furnished by Licensor to Licensee, as the same may be amended\nand updated from time to time by Licensor.\n\n         \"TRADEMARK LICENSE AGREEMENTS\" means the Sprint Trademark and Service\nMark License Agreement and the Sprint Spectrum Trademark and Service Mark\nLicense Agreement.\n\n         \"TYPE II REPORT\" has the meaning set forth in Section 12.1.2 of the\nManagement Agreement.\n\n         \"VOLUNTARY BANKRUPTCY\" has the meaning set forth in Section 11.3.7 of\nthe Management Agreement.\n\n         \"WIRELESS MOBILITY COMMUNICATIONS NETWORK\" means a radio communications\nsystem operating in the 1900 MHz spectrum range under the rules designated as\nSubpart E of Part 24 of the FCC's rules.\n\n\n                                       11\n   72\nTHIS AGREEMENT HAS CONFIDENTIAL PORTIONS OMITTED, WHICH PORTIONS HAVE BEEN FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE\nINDICATED IN THIS AGREEMENT WITH \"[TEXT OMITTED - CONFIDENTIAL TREATMENT\nREQUESTED]\"\n\n\n                                   ADDENDUM I\n                                       TO\n                         SPRINT PCS MANAGEMENT AGREEMENT\n\nManager:                   ALAMOSA PCS, LLC\n\nSERVICE AREA BTAs:\n\nFlagstaff, AZ # 144                     Abilene, TX # 3 \nPhoenix, AZ # 347 (Navajo County, AZ)   Amarillo, TX # 13 \nPrescott, AZ # 362                      Eagle Pass, TX # 121 \nGrand Junction, CO # 168                El Paso, TX # 128 \nPueblo, CO # 366                        Laredo, TX # 242 \nAlbuquerque, NM # 8                     Lubbock, TX # 264 \nCarlsbad, NM # 68                       Midland, TX # 296   \nFarmington, NM-Durango, CO # 139        Odessa, TX # 327 \nGallup, NM # 162                        San Angelo, TX # 400 \nLas Cruces, NM # 244\nRoswell, NM # 386 \nSanta Fe, NM # 407\n\nEXPANSION SERVICE AREA BTAs:\n\nLas Vegas, AZ # 245 (portion of Mohave County) \nColorado Springs, CO # 89 (portion of El Paso County) \nPhoenix, AZ # 347 (portion of Maricopa and Pinal County) \nClovis, NM # 87\nSierra Vista-Douglas, AZ # 420 \nHobbs, NM # 191 \nTucson, AZ # 447 (portion of Pinia County) \nBig Spring, TX # 40 \nYuma, AZ # 486 \nEl Centro-Calexico, CA # 124 \nSan Diego, CA # 402 (portion of San Diego County)\n\n         This Addendum contains certain additional and supplemental terms and\nprovision of that certain Sprint PCS Management Agreement (the \"MANAGEMENT\nAGREEMENT\") entered into contemporaneously with and by the same parties as this\nAddendum. The terms and provisions of the Addendum control, supersede and amend\nany conflicting terms and provisions contained in the Management Agreement.\nExcept for express modification made in this Addendum, the Management Agreement\ncontinues in full force and effect.\n\n\nDecember 23, 1999\n\n   73\n\n\n\n         Capitalized terms used and not otherwise defined in this Addendum have\nthe meaning ascribed to them in the Schedule of Definitions. Section and Exhibit\nreferences are to Sections and Exhibits of the Management Agreement unless\notherwise noted.\n\n         The Management Agreement is modified as follows:\n\n         1. COVERAGE ENHANCEMENT. Section 2.5 is deleted in its entirety and\nreplaced by the following language:\n\n                [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]\n\n         2. REGULATORY NOTICES (COSTS). The following two sentences replace the\nlast sentence of Section 16.4: \"If Sprint PCS chooses to respond to such\ncommunications and complaints, Manager will not respond to them without the\nconsent of Sprint PCS. Sprint PCS will bear the cost of responding to any such\ncommunications and complaints unless (1) such response is primarily the result\nof Manager's acts or omissions that constitute negligence, willful misconduct,\nor breach of any provision of this agreement (in which case Manager will pay the\ncosts of Sprint PCS' response), or (2) Manager's response is not requested by\nSprint PCS.\"\n\n         3. COMPLIANCE. Sprint PCS acknowledges that smaller population centers\nwithin the Service Area may merit an adjusted application of Sprint PCS' Retail\nStore requirements and its Customer Service requirements in order to preserve\nthe economic benefits of this agreement for Manager and Sprint PCS. Accordingly,\nwith respect to cities located within the Service Area having a population of\nless than 100,000 according to the most recently completed United States\ngovernment census), Sprint PCS will exercise commercial reasonableness with\nrespect to its Retail Store requirements and its Customer Service requirements.\n\n         4. VOLUNTARY RESALE OF PRODUCTS AND SERVICES. Section 3.5.2 is modified\nby amending the second sentence of the second paragraph in its entirety to read\nas follows: \"If Manager wants handsets of subscribers of resellers with NPA-NXXs\nof Manager to be activated, Manager must agree to comply with the terms of the\nprogram, including its pricing provisions.\"\n\n         5. FINANCING. (a) The word \"and\" is inserted between the words\n\"thereto\" and \"before\" in the last sentence of Section 1.7.\n\n         (b) The following paragraph is added at the end of Section 1.7:\n\n         Sprint PCS agrees to propose modifications to the Management Agreement,\nand perhaps to the Schedule of Definitions, the Services Agreement, the Sprint\nTrademark and Service Mark License Agreement, and the Sprint Spectrum Trademark\nand Service Mark License Agreement, that will enhance Manager's ability to\nobtain financing for the Service Area Network. Sprint PCS will not be required\nto offer the Manager subsequent modifications offered or agreed to with Other\nManagers subsequent to the initial set of modifications.\n\n         6. LONG-DISTANCE PRICING. (a) The first sentence of Section 3.4 is\ndeleted in its entirety and replaced by the following language:\n\n                  Manager must purchase long-distance telephony services from\n         Sprint through Sprint PCS both (i) to provide long-distance telephony\n         service to users of the Sprint PCS Network and (ii) to \n\nDecember 23, 1999\n\n   74\n\n\n         connect the Service Area Network with the national platforms used by\n         Sprint PCS to provide services to Manager under the agreement and\/or\n         the Services Agreement. Sprint will bill Sprint PCS for such services\n         rendered to Sprint PCS, Manager and all Other Managers, and in turn,\n         Sprint PCS will bill Manager for the services used by Manager. Manager\n         will be charged the same price for such long-distance service as Sprint\n         PCS is charged by Sprint (excluding interservice area long-distance\n         travel rates) plus an additional administrative fee to cover Sprint\n         PCS' processing costs.\n\n         (b) The following sentence is added as a second paragraph in Section\n3.4: \"Manager may not resell the long-distance telephony services acquired from\nSprint under this Section 3.4.\"\n\n         7. RIGHT OF LAST OFFER. Section 3.7 is modified by adding the following\nlanguage: \"(other than backhaul services relating to national platform and IT\napplication connections, which Manager must purchase from Sprint)\" both between\n(i) \"Service Area Network\" and \"if Manager decides to use\" in the first sentence\nof the first paragraph and (ii) \"for these services\" and \"and the agreement was\nnot made\" in the first sentence of the second paragraph.\n\n         8. NON-TERMINATION OF AGREEMENT. The following language is added at the\nend of Section 11.5.3 and Section 11.6.4: \"but such action does not terminate\nthis agreement.\"\n\n         9. ANNOUNCED TRANSACTIONS. Section 17.24 is deleted in its entirety.\n\n         10. ADDITIONAL TERMS AND PROVISIONS. The phrase \"the Addendum also\ndescribes\" is deleted from the second sentence of Section 17.25, and the\nfollowing language is inserted at the end of that second sentence: \"are\ndescribed on Exhibit 17.25, and photocopies of any such written agreements have\nbeen delivered to Sprint PCS\".\n\n         11. FEDERAL CONTRACTOR COMPLIANCE. A new Section 17.28, the text of\nwhich is attached as Exhibit A, is added and incorporated by this reference.\nWhen and to the extent required by applicable law, Manager will comply with the\nrequirement of this Section 17.28.\n\n         12. YEAR 2000 COMPLIANCE. The following Section 17.29 is added:\n\n                  17.29 YEAR 2000 COMPLIANCE. Sprint PCS and Manager each\n         separately represents and warrants that any system or equipment\n         acquired, operated or designated by it for use in the Service Area\n         Network or for use to support the Service Area Network, including\n         (without limitation) billing, ordering and customer service system,\n         will be capable of correctly processing and receiving date data, as\n         well as properly exchanging date data with all products (for example,\n         hardware, software and firmware) with which the Service Area Network is\n         designed to be used, and will not malfunction or fail to function due\n         to an inability to process correctly date data in conformance with\n         Sprint PCS requirements for \"Year 2000 Compliance.\" If the Service Area\n         Network or any system used to support the Service Area Network fails to\n         operate as warranted due to defects or failures in any system or\n         equipment selected by Manager (including systems or equipment of third\n         party vendors and subcontractors selected by Manager rather than by\n         Sprint PCS) Manager will, at its own expense, make the repairs,\n         replacements or upgrades necessary to correct the failure and provide a\n         Year 2000 Compliant Service Area Network. If the Service Area Network\n         or any system used to support the Service Area Network fails to operate\n         as warranted due to defects or failures in any systems or equipment\n         selected by Sprint PCS (including systems or equipment of third party\n         vendors and subcontractors that Sprint PCS selects and requires Manager\n         to use), Sprint PCS will, at its own \n\n\nDecember 23, 1999\n\n   75\n\n         expense, make the repairs, replacements or upgrades necessary to\n         correct the failure and provide a Year 2000 Compliant Service Area\n         Network.\n\n                  \"Year 2000 Compliance\" means the functions, calculations, and\n         other computing processes of the Service Area Network (collectively\n         \"Processes\") that perform and otherwise process, date-arithmetic,\n         display, print or pass date\/time data in a consistent manner,\n         regardless of the date in time on which the Processes are actually\n         performed or the dates used in such data or the nature of the date\/time\n         data input, whether before, during or after January 1, 2000 and whether\n         or not the date\/time data is affected by leap years. To the extent any\n         part of the Service Area Network is intended to be used in combination\n         with other software, hardware or firmware, it will properly exchange\n         date\/time data with such software, hardware or firmware. The Service\n         Area Network will accept and respond to two-digit year-date input,\n         correcting or supplementing as necessary, and store, print, display or\n         pass date\/time data in a manner that is unambiguous as to century. No\n         date\/time data will cause any part of the Service Area Network to\n         perform an abnormally ending routine or function within the Processes\n         or generate incorrect final values or invalid results.\n\n         13. PAYMENT OF FEES UNDER SERVICES AGREEMENT. The second sentence of\nSection 3.1 of the Services Agreement is deleted in its entirety and replaced by\nthe following two sentences:\n\n                  Except with respect to fees paid for billing-related services,\n         the monthly charge for any fees based on the number of subscribers of\n         the Service Area Network will be determined based on the number of\n         subscribers as of the 15th day of the month for which the charge is\n         being calculated. With respect to fees paid for billing-related\n         services, the monthly charge for any fees based on the number of\n         subscribers will be based on the number of gross activations in the\n         month for which the charge is being calculated plus the number of\n         subscribers of the Service Area Network on the last day of the prior\n         calendar mouth.\n\n         14. SAN DIEGO ASSETS. Upon written notice to Manager by Sprint PCS of\nits decision to acquire Manager's assets located within the San Diego BTA #402\n(the \"SD Assets\"), the parties will negotiate in good faith to determine the\nfair market value of the SD Assets (the \"FMV\").\n\n         If the parties are unable to agree upon the FMV within 60 days after\nthe date on which Sprint PCS sent notice (the \"Notice Date\"), the parties will,\nwithin 90 days after the Notice Date, appoint appraisers in the manner set forth\nin Section 11.7.1 of the Management Agreement. The appraised value of the SD\nAssets (the \"Appraised Value\") will be determined based on the appraisers'\nvaluation using the principles set forth in Section 11.7.4 of the Management\nAgreement.\n\n         Upon determination of the FMV or Appraised Value, as the case may be,\nthe parties will consummate the transaction on the terms and conditions set\nforth in Exhibit 11.8 to the Management Agreement. Upon the consummation of the\ntransfer, the San Diego BTA #402 will be removed from Manager's Service Area.\n\n\n\n            [The remainder of this page is intentionally left blank.]\n\nDecember 23, 1999\n\n<\/description><\/sequence><\/type><\/description><\/sequence><\/type><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6595],"corporate_contracts_industries":[9514],"corporate_contracts_types":[9539,9544],"class_list":["post-38900","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-agilent-technologies-inc","corporate_contracts_industries-technology__test","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38900","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38900"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38900"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38900"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38900"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}