EX-10.10 11 d58657_ex10-10.txt ADDENDUM II TO SPRINT PCS MGT. AGREEMENT EXHIBIT 10.10 ADDENDUM II TO SPRINT PCS MANAGEMENT AGREEMENT Manager: Shenandoah Personal Communications Company, A Virginia corporation Service Area: Hagerstown, MD-Chambersburg, PA-Martinsburg, WV BTA Winchester, VA BTA Harrisonburg, VA BTA Washington, DC BTA (Jefferson County, WV only) Harrisburg, PBTA York-Hanover, PA BTA Altoona, PA BTA This Addendum II (this "Addendum"), dated as of August 31, 2000), contains certain additional and supplemental terms and provisions of that certain (a) Sprint PCS Management Agreement entered into as of November 5, 1999, by the same parties as this Addendum, which Management Agreement was further amended by that certain Addendum I entered into as of November 5, 1999 (the Sprint PCS Management Agreement, as amended, being the "Management Agreement"). The terms and provisions of this Addendum control, supersede and amend any conflicting terms and provisions contained in the Management Agreement and the Other Sprint Agreements. Except for express modification made in this Addendum, the Management Agreement and the Other Sprint Agreements continue in full force and effect. Capitalized terms used and not otherwise defined in this Addendum have the meaning ascribed to them in the Management Agreement. Section and Exhibit references are to Sections and Exhibits of the Management Agreement unless otherwise noted. The Management Agreement and the Other Sprint Agreements are modified as follows: 1. Transfer of Spectrum. In the event that either (i) Sprint PCS puts the Disaggregated License to Manager pursuant to Section 11.6.2 of the Management Agreement or (ii) Manager purchases the Disaggregated License pursuant to Section 11.5.2 of the Management Agreement, then the NPA-NXXs listed on Exhibit A attached hereto, if then in use by Manager, will be transferred to Manager. 2. Counterparts. This Addendum may be signed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 1 IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed by their respective authorized officers as of the date and year first above written. Sprint Spectrum L.P. By: /S/ Thomas E. Mateer ---------------------------- Name: Thomas E. Mateer Title: Vice President - Affiliations WirelessCo, L.P. By: /S/ Thomas E. Mateer ---------------------------- Name: Thomas E. Mateer Title: Vice President - Affiliations APC PCS, LLC By: /S/ Thomas E. Mateer ---------------------------- Name: Thomas E. Mateer Title: Vice President - Affiliations PhillieCo, L.P. By: /S/ Thomas E. Mateer ---------------------------- Name: Thomas E. Mateer Title: Vice President - Affiliations Sprint Communications Company L.P. By: /S/ Don A. Jensen ---------------------------- Name: Don A. Jensen Title: Vice President - Law Shenandoah Personal Communications Company By: /S/ Christopher E. French ---------------------------- Name: Christopher E. French Title: President 2 Exhibit A to Addendum II to Sprint PCS Management Agreement GSM Codes * CDMA Codes Location ---------------------------------- -------- 717-977 717-404 Chambersburg, PA 301-991 301-992 Hagerstown, MD 301-465 301-462 Myersville, MD 304-279 304-283 Falling Waters, WV 540-671 540-683 Washington, VA 540-664 540-327 Winchester, VA 540-335 540-325 Edinburg, VA 540-435 540-560 Harrisonburg, VA 717-421 Harrisburg, PA 717-542 York, PA 717-386 Carlisle, PA * Customers assigned GSM Codes were converted to CDMA service. 3