S-1/A

As filed with the Securities and Exchange Commission on April 11, 2007

Registration No. 333-139793

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5

to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MetroPCS Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	4812	20-0836269
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

8144 Walnut Hill Lane Suite 800 Dallas, Texas 75231-4388 (214) 265-2550	Roger D. Linquist Chief Executive Officer 8144 Walnut Hill Lane Suite 800 Dallas, Texas 75231-4388 (214) 265-2550
(Address, including zip code, and telephone number, including area code, of agent for service)	(Name, address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Copies to:

Andrew M. Baker, Esq.
William D. Howell, Esq.
Baker Botts L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
(214) 953-6500 Marc D. Jaffe, Esq.
Rachel W. Sheridan, Esq.
Latham & Watkins LLP
885 Third Avenue, Suite 1000
New York, New York 10022
(212) 906-1200

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

     This Amendment No. 5 is being filed solely for the purpose of filing exhibits to the Registration Statement on Form S-1 (File No. 333-139793) and no changes or additions are being made hereby to the preliminary prospectus which forms a part of the Registration Statement or to Items 13, 14, 15, 16(b) or 17 of Part II of the Registration Statement. Accordingly, the preliminary prospectus and Items 13, 14, 15, 16(b) and 17 of the Registration Statement have been omitted from this filing.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16.   Exhibits and Financial Statement Schedules

(A) Exhibits:

Exhibit No.			Description
	1	.1*	Form of Underwriting Agreement.
	2	.1(a)***	Agreement and Plan of Merger, dated as of April 6, 2004, by and among MetroPCS Communications, Inc., MPCS Holdco Merger Sub, Inc. and MetroPCS, Inc.
	2	.1(b)***	Agreement and Plan of Merger, dated as of November 3, 2006, by and among MetroPCS Wireless, Inc., MetroPCS IV, Inc., MetroPCS III, Inc., MetroPCS II, Inc. and MetroPCS, Inc.
	3	.1***	Form of Third Amended and Restated Certificate of Incorporation of MetroPCS Communications, Inc. to be filed upon the closing of this offering.
	3	.2***	Form of Third Amended and Restated Bylaws of MetroPCS Communications, Inc. to be effective upon the closing of this offering.
	4	.1***	Form of Certificate of MetroPCS Communications, Inc. Common Stock.
	4	.2*	Rights Agreement, dated as of March 29, 2007, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent, which includes the form of Certificate of Designation of Series A Junior Participating Preferred Stock of MetroPCS Communications, Inc. as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C.
	5	.1*	Opinion of Baker Botts L.L.P.
	10	.1(a)***	MetroPCS Communications, Inc. Amended and Restated 2004 Equity Incentive Compensation Plan.
	10	.1(b)***	Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
	10	.1(c)***	First Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
	10	.1(d)***	Second Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
	10	.2*	Form of Registration Rights Agreement to become effective upon the closing of this offering.
	10	.3***	Form of Officer and Director Indemnification Agreement. (Filed as Exhibit 10.4 to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 27, 2007, and incorporated by reference herein).
	10	.4(a)*†	General Purchase Agreement, effective as of June 6, 2005, by and between MetroPCS Wireless, Inc. and Lucent Technologies Inc.
	10	.4(b)***†	Amendment No. 1 to the General Purchase Agreement, effective as of September 30, 2005, by and between MetroPCS Wireless, Inc. and Lucent Technologies Inc. (Filed as Exhibit 10.5(b) to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 27, 2007, and incorporated by reference herein).
	10	.4(c)***†	Amendment No. 2 to the General Purchase Agreement, effective as of November 10, 2005, by and between MetroPCS Wireless, Inc. and Lucent Technologies Inc. (Filed as Exhibit 10.5(c) to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 27, 2007, and incorporated by reference herein).
	10	.5*†	Amended and Restated Services Agreement, executed on December 15, 2005 as of November 24, 2004, by and between MetroPCS Wireless, Inc., and Royal Street Communications, LLC including all amendments thereto.
	10	.6*	Second Amended and Restated Credit Agreement, executed on December 15, 2005 as of December 22, 2004, by and between MetroPCS Wireless, Inc. and Royal Street Communications, LLC, including all amendments thereto.
	10	.7***	Amended and Restated Pledge Agreement, executed on December 15, 2005 as of December 22, 2004, by and between Royal Street Communications, LLC and MetroPCS Wireless, Inc., including all amendments thereto. (Filed as Exhibit 10.8 to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 27, 2007, and incorporated by reference herein).

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Exhibit No.			Description
	10	.8***	Amended and Restated Security Agreement, executed on December 15, 2005 as of December 22, 2004, by and between Royal Street Communications, LLC and MetroPCS Wireless, Inc., including all amendments thereto. (Filed as Exhibit 10.9 to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 27, 2007, and incorporated by reference herein).
	10	.9*†	Amended and Restated Limited Liability Company Agreement of Royal Street Communications, LLC, executed on December 15, 2005 as of November 24, 2004 by and between C9 Wireless, LLC, GWI PCS1, Inc., and MetroPCS Wireless, Inc., including all amendments thereto.
	10	.10***†	Master Equipment and Facilities Lease Agreement, executed as of May 17, 2006, by and between MetroPCS Wireless, Inc. and Royal Street Communications, LLC, including all amendments thereto. (Filed as Exhibit 10.11 to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 27, 2007, and incorporated by reference herein).
	10	.11***	Amended and Restated Credit Agreement, dated as of February 20, 2007, among MetroPCS Wireless, Inc., as borrower, the several lenders from time to time parties thereto, Bear Stearns Corporate Lending Inc., as administrative agent and syndication agent, Bear, Stearns & Co. Inc., as sole lead arranger and joint book runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint book runner and Banc of America Securities LLC, as joint book runner. (Filed as Exhibit 10.12 to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 27, 2007, and incorporated by reference herein).
	10	.12***	Purchase Agreement dated October 26, 2006, among MetroPCS Wireless, Inc., the Guarantors as defined therein and Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC. (Filed as Exhibit 10.13 to Amendment No. 1 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 13, 2007, and incorporated by reference herein).
	10	.13***	Registration Rights Agreement, dated November 3, 2006, by and among MetroPCS Wireless, Inc., the Guarantors as defined therein and Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC. (Filed as Exhibit 10.14 to Amendment No. 1 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 13, 2007, and incorporated by reference herein).
	10	.14***	Indenture, dated as of November 3, 2006, among MetroPCS Wireless, Inc., the Guarantors as defined therein and The Bank of New York Trust Company, N.A., as trustee. (Filed as Exhibit 10.15 to Amendment No. 1 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 13, 2007, and incorporated by reference herein).
	10	.15***	Supplemental Indenture, dated as of February 6, 2007, among the Guaranteeing Subsidiaries as defined therein, the other Guarantors as defined in the Indenture referred to therein and The Bank of New York Trust Company, N.A., as trustee under the Indenture referred to therein. (Filed as Exhibit 10.16 to Amendment No. 1 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 13, 2007, and incorporated by reference herein).
	16	.1***	Letter regarding change in certifying accountant.
	21	.1***	Subsidiaries of Registrant.

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Exhibit No.			Description
	23	.1***	Consent of Deloitte & Touche LLP.
	23	.2*	Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
	24	.1***	Power of Attorney, pursuant to which amendments to this Form S-1 may be filed, is included on the signature page contained in Part II of this Form S-1.

*	Filed herewith.
**	To be filed by amendment.
***	Previously filed.
†	Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on April 10, 2007.

METROPCS COMMUNICATIONS, INC.

By:  /s/  ROGER D. LINQUIST

Roger D. Linquist

President and Chief Executive Officer and

Chairman of the Board

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Roger D. Linquist his true and lawful attorney-in-fact and agent, each with the power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-1 (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), and to file the same, with accompanying exhibits and other related documents, with the Securities and Exchange Commission, and ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue of said appointment.

Pursuant to the requirements of the Securities Exchange Act of 1934, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 10, 2007.

/s/  ROGER D. LINQUISTRoger D. Linquist President and Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	*J. Braxton Carter Senior Vice President and Chief Financial Officer (Principal Financial Officer)
*Christine B. Kornegay Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	*Arthur C. Patterson Director
*Walker C. Simmons Director	*John Sculley Director
*James F. Wade Director	*W. Michael Barnes Director
*C. Kevin Landry Director	*James N. Perry, Jr. Director

* By:  /s/  ROGER D. LINQUIST

Roger D. Linquist

Attorney-in-Fact

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Index to Exhibits

Exhibit No.			Description
	1	.1*	Form of Underwriting Agreement.
	2	.1(a)***	Agreement and Plan of Merger, dated as of April 6, 2004, by and among MetroPCS Communications, Inc., MPCS Holdco Merger Sub, Inc. and MetroPCS, Inc.
	2	.1(b)***	Agreement and Plan of Merger, dated as of November 3, 2006, by and among MetroPCS Wireless, Inc., MetroPCS IV, Inc., MetroPCS III, Inc., MetroPCS II, Inc. and MetroPCS, Inc.
	3	.1***	Form of Third Amended and Restated Certificate of Incorporation of MetroPCS Communications, Inc. to be filed upon the closing of this offering.
	3	.2***	Form of Third Amended and Restated Bylaws of MetroPCS Communications, Inc. to be effective upon the closing of this offering.
	4	.1***	Form of Certificate of MetroPCS Communications, Inc. Common Stock.
	4	.2*	Rights Agreement, dated as of March 29, 2007, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent, which includes the form of Certificate of Designation of Series A Junior Participating Preferred Stock of MetroPCS Communications, Inc. as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C.
	5	.1*	Opinion of Baker Botts L.L.P.
	10	.1(a)***	MetroPCS Communications, Inc. Amended and Restated 2004 Equity Incentive Compensation Plan.
	10	.1(b)***	Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
	10	.1(c)***	First Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
	10	.1(d)***	Second Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
	10	.2*	Form of Registration Rights Agreement to become effective upon the closing of this offering.
	10	.3***	Form of Officer and Director Indemnification Agreement. (Filed as Exhibit 10.4 to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 27, 2007, and incorporated by reference herein).
	10	.4(a)*†	General Purchase Agreement, effective as of June 6, 2005, by and between MetroPCS Wireless, Inc. and Lucent Technologies Inc.
	10	.4(b)***†	Amendment No. 1 to the General Purchase Agreement, effective as of September 30, 2005, by and between MetroPCS Wireless, Inc. and Lucent Technologies Inc. (Filed as Exhibit 10.5(b) to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 27, 2007, and incorporated by reference herein).
	10	.4(c)***†	Amendment No. 2 to the General Purchase Agreement, effective as of November 10, 2005, by and between MetroPCS Wireless, Inc. and Lucent Technologies Inc. (Filed as Exhibit 10.5(c) to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 27, 2007, and incorporated by reference herein).
	10	.5*†	Amended and Restated Services Agreement, executed on December 15, 2005 as of November 24, 2004, by and between MetroPCS Wireless, Inc., and Royal Street Communications, LLC including all amendments thereto.
	10	.6*	Second Amended and Restated Credit Agreement, executed on December 15, 2005 as of December 22, 2004, by and between MetroPCS Wireless, Inc. and Royal Street Communications, LLC, including all amendments thereto.
	10	.7***	Amended and Restated Pledge Agreement, executed on December 15, 2005 as of December 22, 2004, by and between Royal Street Communications, LLC and MetroPCS Wireless, Inc., including all amendments thereto. (Filed as Exhibit 10.8 to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 27, 2007, and incorporated by reference herein).
	10	.8***	Amended and Restated Security Agreement, executed on December 15, 2005 as of December 22, 2004, by and between Royal Street Communications, LLC and MetroPCS Wireless, Inc., including all amendments thereto. (Filed as Exhibit 10.9 to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 27, 2007, and incorporated by reference herein).
	10	.9*†	Amended and Restated Limited Liability Company Agreement of Royal Street Communications, LLC, executed on December 15, 2005 as of November 24, 2004 by and between C9 Wireless, LLC, GWI PCS1, Inc., and MetroPCS Wireless, Inc., including all amendments thereto.

Exhibit No.			Description
	10	.10***†	Master Equipment and Facilities Lease Agreement, executed as of May 17, 2006, by and between MetroPCS Wireless, Inc. and Royal Street Communications, LLC, including all amendments thereto. (Filed as Exhibit 10.11 to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 27, 2007, and incorporated by reference herein).
	10	.11***	Amended and Restated Credit Agreement, dated as of February 20, 2007, among MetroPCS Wireless, Inc., as borrower, the several lenders from time to time parties thereto, Bear Stearns Corporate Lending Inc., as administrative agent and syndication agent, Bear, Stearns & Co. Inc., as sole lead arranger and joint book runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint book runner and Banc of America Securities LLC, as joint book runner. (Filed as Exhibit 10.12 to Amendment No. 2 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 27, 2007, and incorporated by reference herein).
	10	.12***	Purchase Agreement dated October 26, 2006, among MetroPCS Wireless, Inc., the Guarantors as defined therein and Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC. (Filed as Exhibit 10.13 to Amendment No. 1 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 13, 2007, and incorporated by reference herein).
	10	.13***	Registration Rights Agreement, dated November 3, 2006, by and among MetroPCS Wireless, Inc., the Guarantors as defined therein and Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC. (Filed as Exhibit 10.14 to Amendment No. 1 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 13, 2007, and incorporated by reference herein).
	10	.14***	Indenture, dated as of November 3, 2006, among MetroPCS Wireless, Inc., the Guarantors as defined therein and The Bank of New York Trust Company, N.A., as trustee. (Filed as Exhibit 10.15 to Amendment No. 1 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 13, 2007, and incorporated by reference herein).
	10	.15***	Supplemental Indenture, dated as of February 6, 2007, among the Guaranteeing Subsidiaries as defined therein, the other Guarantors as defined in the Indenture referred to therein and The Bank of New York Trust Company, N.A., as trustee under the Indenture referred to therein. (Filed as Exhibit 10.16 to Amendment No. 1 to MetroPCS Communications, Inc.’s Registration Statement on Form S-1/A (SEC File No. 333-139793), filed on February 13, 2007, and incorporated by reference herein).
	16	.1***	Letter regarding change in certifying accountant.
	21	.1***	Subsidiaries of Registrant.
	23	.1***	Consent of Deloitte & Touche LLP.
	23	.2*	Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
	24	.1***	Power of Attorney, pursuant to which amendments to this Form S-1 may be filed, is included on the signature page contained in Part II of this Form S-1.

*	Filed herewith.
**	To be filed by amendment.
***	Previously filed.
†	Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment.

EX-1.1

Exhibit 1.1

Common Stock

MetroPCS Communications, Inc.

UNDERWRITING AGREEMENT

April ___, 2007

BEAR, STEARNS & CO. INC.
BANC OF AMERICA SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED

As representatives of the
several Underwriters named in
Schedule I attached hereto

c/o Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179

Ladies/Gentlemen:

     MetroPCS Communications, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 37,500,000 shares (the “Company Shares”) of its par value $0.0001 per share common stock, (the “Common Stock”). The stockholders of the Company listed on Schedule II hereto (the “Selling Stockholders”) severally propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 12,500,000 shares of Common Stock (the “Selling Stockholders’ Shares” and together with the Company Shares, the “Firm Shares”). For the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, the Selling Stockholders also propose, subject to the terms and conditions stated herein, to sell to the Underwriters up to 7,500,000 additional shares of Common Stock (the “Additional Shares”). The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares”. Bear, Stearns & Co. Inc. (“Bear Stearns”), Banc of America Securities LLC (“BofA”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Morgan Stanley & Co. Inc. (“Morgan Stanley”) are acting as lead managers (the “Lead Managers”) in connection with the offering and sale of the Shares contemplated herein (the “Offering”).

     1. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each of the Underwriters at the Applicable Time (as hereinafter defined) and the Closing Date (as hereinafter defined) that:

     (a) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), relating to the Shares, on Form S-1 (No. 333-139793) (the initial filing and all pre-effective amendments thereto collectively being referred to as the “Initial Registration Statement”); and such Initial Registration Statement, and any post-effective amendment thereto, each in the form previously delivered to you, have been declared effective by the Commission, in such form. Other than a registration statement, if any, increasing the size of the Offering filed pursuant to Rule 462(b) under the Securities Act (a “Rule 462(b) Registration Statement”), which will become effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission. The various parts of the Initial Registration Statement and the 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 4(a) hereof and deemed by virtue of Rule 430A, 430B or 430C under the Securities Act to be part of the Initial Registration Statement at the time it became effective under the Securities Act with respect to the Underwriters, each as amended at the time such part of the Initial Registration Statement or Rule 462(b) Registration Statement, if any, became or hereafter becomes effective under the Securities Act with respect to the Underwriters, are hereafter collectively referred to as the “Registration Statement.” No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto, or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission.

     The prospectus relating to the Shares, in the form first filed with the Commission pursuant to Rule 424(b) under the Securities Act, is hereafter referred to as the “Prospectus”. Any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Securities Act is hereafter referred to as a “Preliminary Prospectus;” and the Preliminary Prospectus relating to the Shares, as amended or supplemented immediately prior to the Applicable Time (as defined below), is hereafter referred to as the “Pricing Prospectus”. Any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Shares is hereafter referred to as an “Issuer Free Writing Prospectus”; and the Pricing Prospectus, as supplemented by the public offering price of the Shares and the Issuer Free Writing Prospectuses, if any, attached and listed in Annex X hereto, taken together, are hereafter referred to collectively as the “Pricing Disclosure Package.”

     The Company was not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Shares contemplated hereby.

     All references in this Agreement to the Registration Statement, any Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System.

     (b) The Registration Statement complies, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will comply, in all material respects with the applicable provisions of the Securities Act and the rules and

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regulations of the Commission thereunder (the “Rules and Regulations”), and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment thereof or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (x) in the case of the Registration Statement or any amendment thereto, not misleading and (y) in the case of the Prospectus or any amendment or supplements thereto, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Lead Managers specifically for use therein. The parties hereto agree that such information provided by or on behalf of any Underwriter through the Lead Managers consists solely of the material described in Section 18 hereof.

     (c) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission.

     (d) For purposes of this Agreement, the “Applicable Time” is ___:___(Eastern) on the date of this Agreement. The Pricing Disclosure Package, as of the Applicable Time, did not, and as of the Closing Date and the Additional Closing Date, if any (each as hereinafter defined), will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus complies in all material respects with the applicable provisions of the Securities Act and the Rules and Regulations, and does not include information that conflicts with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus, and each Issuer Free Writing Prospectus not listed in Annex X hereto, as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not, and as of the Closing Date and the Additional Closing Date, if any, will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation and warranty is made in this Section 1(d) with respect to any information contained in or omitted from the Pricing Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Lead Managers specifically for use therein. The parties hereto agree that such information provided by or on behalf of any Underwriter through the Lead Managers consists solely of the material described in Section 18 hereof.

     (e) Deloitte & Touche LLP and PriceWaterhouseCoopers LLC, who have certified the financial statements and supporting schedules and information of the Company and its subsidiaries that are included in the Registration Statement, the Pricing Prospectus or the Prospectus are independent public accountants as required by the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Rules and Regulations.

     (f) Subsequent to the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, except as disclosed in the Pricing Prospectus, (i) the Company has not declared or paid any dividends, or made any other

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distribution of any kind, on or in respect of its capital stock, (ii) there has not been any material change in the capital stock or long-term debt, taken as a whole, or material increase in the short-term debt, taken as a whole, of the Company, Royal Street Communications, LLC, a Delaware limited liability company, and its subsidiaries (collectively “Royal Street”), or any of the Company’s subsidiaries listed in Exhibit A hereto (each, a “Subsidiary” and, collectively, the “Subsidiaries”), except for increases in long-term or short-term debt owed by Royal Street to the Company or its Subsidiaries, (iii) neither the Company, the Subsidiaries nor, to the Company’s knowledge after due inquiry, Royal Street, has sustained any material loss or interference with its business or properties from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding that would be material to the Company, the Subsidiaries and Royal Street, taken as a whole, and (iv) there has not been any material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting the business, assets, financial condition, results of operations, or properties of the Company, Royal Street and the Subsidiaries, taken as a whole (a “Material Adverse Change”). Since the date of the latest balance sheet included in the Registration Statement and the Pricing Prospectus, neither the Company, the Subsidiaries, nor, to the Company’s knowledge after due inquiry, Royal Street (i) has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, which are material to the Company, Royal Street and the Subsidiaries, taken as a whole, and that are required to be disclosed on a balance sheet or notes thereto in accordance with generally accepted accounting principles which are not disclosed on the latest balance sheet or notes thereto included in the Pricing Prospectus, or (ii) have entered into any transactions not in the ordinary course of business, which are material to the Company, Royal Street and the Subsidiaries, taken as a whole, except transactions which are disclosed in the Pricing Prospectus.

     (g) The Company has an authorized capitalization as set forth in the Pricing Prospectus, and, except as disclosed in the Registration Statement or Pricing Prospectus, all of the issued and outstanding shares of capital stock of the Company are fully paid and non-assessable and have been duly and validly authorized and issued, in compliance in all material respects with all applicable state, federal and foreign securities laws and not in violation of or subject to any preemptive or similar right that entitles any person to acquire from the Company or any Subsidiary any Common Stock or other security of the Company or any security convertible into, or exercisable or exchangeable for, Common Stock or any other such security (any “Relevant Security”), except (i) for such rights as may have been fully satisfied or waived prior to the effectiveness of the Registration Statement, or (ii) such rescission rights and failures to comply with applicable state, federal and foreign securities laws which are disclosed in the Pricing Prospectus or the Registration Statement. All of the issued shares of capital stock of or other ownership interests in each Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, equity, trust or other encumbrance, preferential arrangement, defect or restriction of any kind whatsoever (any “Lien”) (except as set forth in the Pricing Prospectus).

     (h) The Shares to be delivered on the Closing Date and the Additional Closing Date (as hereinafter defined), if any, have been duly and validly authorized and, when issued and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, will have been issued in compliance in all material respects with all

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applicable state, federal and foreign securities laws and will not have been issued in violation of or subject to any preemptive or similar right that entitles any person to acquire any Relevant Security from the Company upon the issuance or sale of the Relevant Securities in the Offering. The Common Stock and the Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Pricing Prospectus and the Prospectus. Except as disclosed in the Pricing Prospectus, the Company has no outstanding warrants, options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, or any contracts or commitments to issue or sell, any Relevant Security. Except as disclosed in the Pricing Prospectus, no holder of any Relevant Security has any rights to require registration under the Securities Act of any Relevant Security in connection with the offer and sale of the Shares contemplated hereby, other than pursuant to that certain Second Amended and Restated Stockholders Agreement dated as of August 30, 2005, as amended, (the “Stockholders Agreement”), which Stockholders Agreement will be amended and restated upon the consummation of the Offering. Any such rights so disclosed or pursuant to the Stockholders Agreement have either been fully complied with by the Company or effectively waived by the holders thereof.

     (i) The Subsidiaries are the only “subsidiaries” of the Company (within the meaning of Rule 405 under the Securities Act), other than Royal Street. Each of the Company and each Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of its jurisdiction of organization. The Company and each Subsidiary is duly qualified to do business and is in good standing as a foreign corporation, partnership or limited liability company in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually and in the aggregate) would not reasonably be expected to have a material adverse effect on (i) the business, assets, financial condition, results of operations, or properties of the Company, Royal Street and the Subsidiaries, taken as a whole; or (ii) the ability of the Company to consummate the Offering or any other transaction contemplated by this Agreement (a “Material Adverse Effect”).

     (j) Each of the Company, the Subsidiaries and, to the Company’s knowledge after due inquiry, Royal Street, has all requisite power and authority, and all necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses, filings and permits of, with and from all judicial, regulatory and other legal or governmental agencies and bodies and all third parties, foreign and domestic (each a “Consent” and collectively, the “Consents”), to own, lease and operate its properties and conduct its business as it is now being conducted and as disclosed in the Registration Statement and Pricing Prospectus, and each such Consent is valid and in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Pricing Prospectus, none of the Company nor any Subsidiary, or to Company’s knowledge after due inquiry, Royal Street, has received notice of any investigation or proceedings which, if decided adversely to the Company or any such Subsidiary, would reasonably be expected to result in, the revocation of, or imposition of a materially burdensome restriction on, any such Consent.

     (k) This Agreement has been duly and validly authorized, executed and delivered by the Company.

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     (l) The issuance and sale of the Shares, the compliance by the Company with this Agreement and the consummation of the transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement, instrument, franchise, license or permit to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or their respective properties, operations or assets may be bound or (ii) violate or conflict with any provision of the certificate or articles of incorporation, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents of the Company or any Subsidiary, or (iii) violate or conflict with any statute, law, rule, regulation, ordinance, directive, judgment, decree or order of any judicial, regulatory or other legal or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their assets or properties, except in the case of clauses (i) and (iii) as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

     (m) No Consent is required for the execution, delivery and performance of this Agreement or consummation of the transactions contemplated by this Agreement, except (i) the registration under the Securities Act of the Shares, (ii) such consents as may be required under state or foreign securities laws, the blue sky laws of any jurisdiction, or the by-laws and rules of the National Association of Securities Dealers, Inc. (the “NASD”) in connection with the purchase and distribution of the Shares by the Underwriters, each of which has been obtained and is in full force and effect, and (iii) for such Consents where the failure to have obtained such Consent would, individually or in the aggregate, result in a Material Adverse Effect.

     (n) Except as disclosed in the Pricing Prospectus, there is no judicial, regulatory, arbitral or other legal or governmental proceeding or other litigation or arbitration, domestic or foreign, pending to which the Company or any Subsidiary or, to Company’s knowledge after due inquiry, Royal Street, is a party or of which any property, operations or assets of the Company, Royal Street or any Subsidiary is the subject which (i) is required to be disclosed in the Pricing Prospectus and is not so disclosed, or (ii) individually or in the aggregate, if determined adversely to the Company or any Subsidiary, would reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, no such proceeding, litigation or arbitration is threatened.

     (o) The financial statements, including the notes thereto, and the supporting schedules included in the Registration Statement, the Pricing Prospectus and the Prospectus present fairly, in all material respects, the financial position as of the dates indicated and the cash flows and results of operations for the periods specified of the Company and its consolidated subsidiaries in the Registration Statement, the Pricing Prospectus and the Prospectus; except as otherwise stated in the Registration Statement, the Pricing Prospectus and the Prospectus, said financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), applied on a consistent basis throughout the periods involved in all material respects; and the supporting schedules included in the Registration Statement, the Pricing Prospectus and the Prospectus present fairly, in all material respects, the information required to be stated therein. No other financial statements or

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supporting schedules are required to be included in the Registration Statement, the Pricing Prospectus or the Prospectus by the Securities Act, the Exchange Act or the Rules and Regulations. The other financial and statistical information included in the Registration Statement, the Pricing Prospectus and the Prospectus present fairly the information included therein in all material respects and have been prepared on a basis consistent with that of the financial statements that are included in the Registration Statement, the Pricing Prospectus and the Prospectus and the books and records of the respective entities presented therein.

     (p) (i) Except as disclosed in the Pricing Prospectus, all stock option awards granted by the Company have been appropriately authorized by the board of directors of the Company or a duly authorized committee thereof, including approval of the exercise or purchase price or the methodology for determining the exercise or purchase price and the substantive terms of the stock options awards; all stock options granted to employees in the United States reflect the fair market value of the Company’s capital stock as determined under Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules and regulations thereto, on the date the option was granted (within the meaning of United States Treasury Regulation §1.421-1(c)); (ii) no stock options awards granted by the Company have been retroactively granted, or the exercise or purchase price of any stock option award determined retroactively, other than awards that were repriced subsequent to their grant as disclosed in the Pricing Prospectus; (iii) there is no action, suit, proceeding, formal inquiry or formal investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company in connection with any stock option awards granted by the Company; and (iv) there is no action, suit, proceeding, formal inquiry or formal investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company in connection with any stock option awards granted by the Company, except in the case of clauses (i) - (iv), where the lack of such authorization, action, suit, proceeding, formal inquiry or formal investigation would not reasonably be expected to have a Material Adverse Effect;

     (q) The statistical, industry-related and market-related data included in the Registration Statement, the Pricing Prospectus and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate in all material respects, and such data agrees with the sources from which they are derived in all material respects.

     (r) The Common Stock has been registered pursuant to Section 12(g) of the Exchange Act. The shares of Common Stock have been approved for listing, upon notice of issuance, on the New York Stock Exchange (the “NYSE”), and the Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or de-listing the Common Stock from the NYSE, nor has the Company received any notification that the Commission or the NYSE is contemplating terminating such registration or listing.

     (s) The Company, the Subsidiaries and, to the Company’s knowledge after due inquiry, Royal Street, maintain a system of internal accounting controls sufficient to

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provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles and to maintain accountability for assets, (iii) access to material assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     (t) The Company is not aware of any currently existing material weaknesses in its internal controls over financial reporting. Since the date of the latest audited financial statements included in the Pricing Prospectus, there has been no change in the Company’s internal controls over financial reporting that has materially affected, or is reasonably likely to materially adversely affect, the Company’s internal controls over financial reporting.

     (u) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that have been designed to ensure that material information relating to the Company and its Subsidiaries is disclosed to the Company’s principal executive officer and principal financial officer by others within those entities and, as of December 31, 2006, such disclosure controls and procedures are effective.

     (v) The Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Sarbanes-Oxley Act”), and is taking commercially reasonable steps to ensure that it will be in compliance in all material respects with other provisions of the Sarbanes-Oxley Act not currently in effect, upon the effectiveness of such provisions.

     (w) Neither the Company nor any of its affiliates (within the meaning of Rule 144 under the Securities Act) has taken, directly or indirectly, any action which constitutes or is designed to cause or result in, or which would reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares.

     (x) Neither the Company nor any of its affiliates (within the meaning of Rule 144 under the Securities Act) has, prior to the date hereof, made any offer or sale of any securities which would be “integrated” (within the meaning of the Securities Act and the Rules and Regulations) with the offer and sale of the Shares pursuant to the Registration Statement.

     (y) The statements set forth in the Registration Statement, the Pricing Prospectus and Prospectus under the caption “Description of Capital Stock”, insofar as it purports to constitute a summary of the terms of the Common Stock, and under the caption “Shares Eligible for Future Sale”, insofar as it purports to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects.

     (z) The Company is not and, after giving effect to the consummation of the transactions contemplated by this Agreement, and after giving effect to application of the net

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proceeds of the Offering as described in the Registration Statement, the Pricing Prospectus and the Prospectus, will not be, required to register as an “investment company” under the Investment Company Act of 1940, as amended.

     (aa) Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the transactions contemplated by this Agreement or, to the Company’s knowledge, any arrangements, agreements, understandings, payments or issuance with respect to the Company or any of its officers, directors, shareholders, partners, employees, Subsidiaries or affiliates relating to the Underwriters compensation as determined by the NASD.

     (bb) The Company, the Subsidiaries, and, to the Company’s knowledge after due inquiry, Royal Street, own or lease all such properties as are necessary to the conduct of the business of the Company as presently operated as described in the Registration Statement, the Pricing Prospectus and the Prospectus. The Company and the Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of any and all Liens, except (i) such as are described in the Registration Statement, the Pricing Prospectus and the Prospectus, and (iii) such as do not (individually or in the aggregate) result in a Material Adverse Effect; and any real property and buildings held under lease or sublease by the Company, the Subsidiaries and, to the Company’s knowledge after due inquiry, Royal Street, are held by them under valid, subsisting and enforceable leases with such exceptions as are not material to, and do not materially interfere with, the use made and proposed to be made of such property and buildings by the Company, Royal Street and the Subsidiaries. Except as disclosed the Pricing Prospectus or the Prospectus, neither the Company nor any Subsidiary, nor, to Company’s knowledge after due inquiry, Royal Street, has received any notice of any claim adverse to its ownership of any real or personal property or of any claim against the continued possession of any real property, whether owned or held under lease or sublease by the Company, Royal Street or any Subsidiary, which claim, if determined adverse to the Company, Royal Street or any Subsidiary, would reasonably be expected to result in a Material Adverse Effect.

     (cc) The Company and each Subsidiary (i) owns, possesses or has the right to use all patents, patent applications, trademarks, service marks, domain names, trade names, trademark registrations, service mark registrations, copyrights, licenses, formulae customer lists, and know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, the “Intellectual Property”) necessary for the conduct of their respective businesses as presently conducted and as described in the Registration Statement, the Pricing Prospectus and the Prospectus and (ii) have no reason to believe that the conduct of their respective businesses does or will conflict with, and have not received any notice of any claim of conflict with, any such right of others, except as disclosed in the Pricing Prospectus and the Prospectus as set forth under the caption “Risk Factors-Risks Related to Our Business-A patent infringement suit has been filed against us by Leap Wireless International, Inc., which could have a material adverse effect on our business or results of operations.” Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, or as would not reasonably be expected to have a Material

9

Adverse Effect, to the Company’s knowledge, there is no infringement by third parties of any Intellectual Property of the Company or any Subsidiary; except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus or as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property; and except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, or as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any Subsidiary infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim.

     (dd) The Company maintains insurance in such amounts and covering such risks as the Company reasonably considers adequate for the conduct of its business and the value of its properties and as is customary for similarly-sized companies engaged in similar businesses in similar industries, all of which insurance is in full force and effect, except where the failure to maintain such insurance would not reasonably be expected to have a Material Adverse Effect. There are no material claims by the Company or any Subsidiary under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. The Company reasonably believes that it will be able to renew its existing insurance as and when such coverage expires or will be able to obtain replacement insurance adequate for the conduct of the business and the value of its properties at a cost that would not have a Material Adverse Effect. The Company has not received any notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance.

     (ee) Each of the Company and the Subsidiaries has, in all material respects, accurately prepared and timely filed all federal, and all material state, foreign and other tax returns that are required to be filed by it. Each of the Company and the Subsidiaries has paid or made provision (to the extent required) for the payment of all taxes, assessments, governmental or other similar charges, including without limitation, all sales and use taxes and all taxes which the Company or any Subsidiary is obligated to withhold from amounts owing to employees, creditors and third parties, with respect to the periods covered by such tax returns (whether or not such amounts are shown as due on any tax return) other than those (i) which, if not paid, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (ii) being contested in good faith and for which adequate reserves have been provided. No material deficiency assessment with respect to a proposed adjustment of the Company’s or any Subsidiary’s federal, state, local or foreign taxes is pending or, to the Company’s knowledge, threatened. The accruals and reserves on the books and records of the Company and the Subsidiaries in respect of tax liabilities for any taxable period not finally determined are adequate in all material respects (in accordance with GAAP) to meet any assessments and related liabilities for any such period and, since December 31, 2006, the Company and the Subsidiaries have not incurred any material liability for taxes other than in the ordinary course of its business. There is no tax lien, whether imposed by any federal, state, foreign or other taxing authority, outstanding against the assets, properties or business of the Company or any Subsidiary, except such liens as would not reasonably be expected to have a Material Adverse Effect.

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     (ff) No material labor disturbance by the employees of the Company or any Subsidiary exists or, to the Company’s knowledge, is imminent which would reasonably be expected to have a Material Adverse Effect.

     (gg) No “prohibited transaction” (as defined in either Section 406 of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)), “accumulated funding deficiency” (as defined in Section 302 of ERISA) or other event of the kind described in Section 4043(b) of ERISA (other than events with respect to which the 30-day notice requirement under Section 4043 of ERISA has been waived) has occurred with respect to any employee benefit plan for which the Company or any Subsidiary would have any liability which would (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect; each employee benefit plan for which the Company or any Subsidiary would have any liability is in compliance in all material respects with applicable law, including (without limitation) ERISA and the Code, except where such violation would not reasonably be expected to result in a Material Adverse Effect; the Company has not incurred liability under Title IV of ERISA with respect to the termination of, or withdrawal from any “pension plan”; and each plan for which the Company would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

     (hh) None of the Company or any Subsidiary has violated, or is in violation of, any foreign, federal, state or local law or regulation relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants, or contaminants (collectively, “Environmental Laws”), which violations would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (ii) None of the Company, any Subsidiary or, to the Company’s knowledge, any of its employees or agents, has at any time during the last five years (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any such contribution in violation of law, or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States of any jurisdiction thereof.

     (jj) Neither the Company nor any Subsidiary (i) is in violation of its certificate or articles of incorporation, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents, (ii) is in default under, and no event has occurred which, with notice or lapse of time or both, would constitute a default under, or result in the creation or imposition of any Lien upon, any property or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject, or (iii) is in violation of any statute, law, rule, regulation, ordinance, directive, judgment, decree or order of any judicial, regulatory or other legal or governmental agency or body, foreign or domestic, except (in the case clauses (ii) and (iii) above) for violations or defaults that would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.

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     (kk) The Company has complied with the requirements of Rule 433 under the Securities Act with respect to each Issuer Free Writing Prospectus including, without limitation, all prospectus delivery, filing, record retention and legending requirements applicable to any such Issuer Free Writing Prospectus. The Company has not (i) distributed any offering material in connection with the Offering other than the Pricing Prospectus, the Prospectus, and any Issuer Free Writing Prospectus set forth on Annex X hereto, or (ii) filed, referred to, approved, used or authorized the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares, except for any Issuer Free Writing Prospectus set forth in Annex X hereto and any electronic road show previously approved by the Lead Managers.

     Any certificate signed by or on behalf of the Company and delivered to the Representatives or to counsel for the Underwriters’ shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

     2. Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to, and agrees with, each of the Underwriters as of the date hereof and as of the Closing Date and each Additional Closing Date that:

          (a) Such Selling Stockholder has full right, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. With respect to each Selling Stockholder that is an entity, this Agreement and the transactions contemplated by this Agreement have been duly and validly authorized by such Selling Stockholder. This Agreement has been duly and validly executed and delivered by such Selling Stockholder and constitutes the legal, valid and binding obligation of such Selling Stockholder, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

          (b) Such Selling Stockholder has full right, power and authority to execute and deliver (i) a Custody Agreement by and between such Selling Stockholder and the Company as custodian (in such capacity, the “Custodian”), and (ii) a Power of Attorney by and among Roger D. Linquist and J. Braxton Carter as such Selling Stockholder’s attorneys-in-fact (each, an “Attorney-in-Fact”), substantially in the form of Exhibits B and C hereto (such Selling Stockholder’s “Custody Agreement” and “Power of Attorney”, respectively), to perform its obligations thereunder and to consummate the transactions contemplated by the Custody Agreement and Power of Attorney. With respect to each Selling Stockholder that is an entity, the Custody Agreement and Power of Attorney and the transactions contemplated thereby have been duly and validly authorized by such Selling Stockholder. The Custody Agreement and Power of Attorney have each been duly and validly executed and delivered by such Selling Stockholder and constitute the legal, valid and binding obligation of such Selling Stockholder, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforceability may be subject to general

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principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Counterparts of such Selling Stockholder’s Custody Agreement and Power of Attorney have been delivered to the Company and the Lead Manager on or prior to the date of this Agreement.

          (c) As of the Applicable Time, such Selling Stockholder agrees that the Firm Shares and Additional Shares, if any, to be sold by such Selling Stockholder, whether or not on deposit with the Custodian, are subject to the interests of the Underwriters, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of such Selling Stockholder hereunder shall not be terminated, except as provided in this Agreement or in the Custody Agreement and Power of Attorney, by any act of such Selling Stockholder, by operation of law or by the occurrence of any other event. If such Selling Stockholder should die or become incapacitated, or if any other event should occur affecting the legal status or capacity of such Selling Stockholder before the delivery of the Firm Shares and the Additional Shares, if any, to be sold by a Selling Stockholder hereunder, the documents evidencing the Firm Shares and the Additional Shares, if any, to be sold by such Selling Stockholder then on deposit with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had not occurred, regardless of whether or not the Custodian shall have received notice thereof.

          (d) Such Selling Stockholder has, and on the Closing Date and any Additional Closing Date, will have, good and valid title to and is the lawful owner of the Selling Stockholders’ Shares and Additional Shares, if any, to be sold by such Selling Stockholder hereunder, and upon sale and delivery of, and payment of the consideration for the Selling Stockholders’ Shares and Additional Shares to be sold by such Selling Stockholder as provided in this Agreement and the crediting of such Selling Stockholders’ Shares and Additional Shares to the “security account” or “security accounts” (as defined in Section 8-501(a) of the Uniform Commercial Code of the State of New York (the “UCC”)) of the Underwriters maintained with The Depository Trust Company (“DTC”), each of the Underwriters will become the legal owner of the Selling Stockholders’ Shares and Additional Shares purchased by it from such Selling Stockholder, free and clear of all Liens, and, assuming that none of the Underwriters has “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC) with respect to such Shares, DTC will be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, each of the Underwriters will acquire a “security entitlement” (within the meaning of UCC Section 8-102(a)(17)) to the Shares purchased by such Underwriter from such Selling Stockholder, and no action based on any “adverse claim” (within the meaning of UCC Section 8-102(a)(1)) may be successfully asserted against such Underwriter with respect to such Securities. Certificates for all of the Shares to be sold by such Selling Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Shares to the Underwriters pursuant to this Agreement subject to the terms of such Selling Stockholder’s Custody Agreement.

          (e) No Consent is required for the execution, delivery and performance by the Selling Stockholder of this Agreement or its Custody Agreement and Power of Attorney, or consummation by the Selling Stockholder of the transactions contemplated herein

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or therein, except (i) for the registration under the Securities Act of the Shares and such consents as may be required under the state or foreign securities laws, the blue sky laws of any jurisdiction, the by-laws and rules of the NASD or NASDR in connection with the purchase and distribution of such Selling Stockholder’s Shares and such Selling Stockholder’s Additional Shares by the Underwriters, each Consent of which has been obtained and is in full force and effect, (ii) for each Consent which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of the Selling Stockholder to consummate the Offering or any transaction contemplated by this Agreement, the Custody Agreement or the Power of Attorney (a “Selling Stockholder Material Adverse Effect”) and (iii) if the Selling Stockholder is an entity, such Consents as may be applicable under the Selling Stockholder’s charter, bylaws, operating agreement, partnership agreement or other organizational documents, which Consent has been obtained.

          (f) The execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by such Selling Stockholder and consummation of any of the other transactions contemplated herein and therein by the Selling Stockholder or the fulfillment of the terms hereof by the Selling Stockholder will not (A) conflict with, result in a breach or violation of, or constitute a default (or an event that with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Stockholder pursuant to any law, statute, rule or regulation or the terms of any indenture or other agreement or instrument to which such Selling Stockholder is party or bound, or to which any of the property or assets of such Selling Stockholder is subject, or (B) if such Selling Shareholder is not a natural person, result in any violation of the provisions of any charter or bylaws or certificate of formation, trust agreement, partnership agreement, articles of partnership or other organizational documents, as applicable, of the Selling Stockholder, or (C) result in any violation or breach of any judgment, order, decree statute, rule or regulation applicable to such Selling Stockholder of any court or any public, governmental or regulatory agency or body, administrative agency or arbitrator having jurisdiction over such Selling Stockholder, except in the case of clauses (A) and (C) above as would not reasonably be expected to result in a Selling Stockholder Material Adverse Effect.

          (g) Such Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering of the Firm Shares and the Additional Shares, except for such rights as have been waived or which are described in the Registration Statement, the Pricing Prospectus and the Prospectus (and which have been complied with).

          (h) Such Selling Stockholder does not have, or has waived prior to the date hereof, any preemptive right, co-sale right or right of first refusal, or other similar right, to purchase any of the Shares that are to be sold by the Company or any other Selling Stockholder to the Underwriters pursuant to this Agreement; and such Selling Stockholder does not own any warrants, options or similar rights to acquire, and does not have any right or arrangement to acquire, any capital stock, right, warrants, options or other securities from the Company, other than those described in the Registration Statement, the Pricing Prospectus or the Prospectus.

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          (i) Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, there are no contracts, agreements or understandings between such Selling Stockholder and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the Offering or, to such Selling Stockholder’s knowledge, any other arrangements, agreements, understandings, payments or issuance with respect to the Company or any of its officers, directors, shareholders, partners, employees, Subsidiaries or affiliates relating to the Underwriters’ compensation as determined by the NASD.

          (j) The Registration Statement complies, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will comply, in all material respects with the applicable provisions of the Securities Act and the rules and regulations of the Commission thereunder (the “Rules and Regulations”), and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment thereof or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (x) in the case of the Registration Statement or any amendment thereto, not misleading and (y) in the case of the Prospectus or any amendment or supplements thereto, in light of the circumstances under which they were made, not misleading; provided, however, with respect to each Selling Stockholder, the representations and warranties set forth in this paragraph 2(j) apply only to the information under the caption “Principal and Selling Stockholders” which specifically relates to such Selling Stockholder in the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any further amendments or supplements thereto. Each Selling Stockholder has reviewed and is familiar with the Registration Statement, the Pricing Prospectus and the Prospectus and is not prompted to sell the Firm Shares and the Additional Shares, if any, to be sold by the Selling Stockholder by any information concerning the Company or any Subsidiary which is not set forth in the Registration Statement, the Pricing Prospectus and the Prospectus.

          (k) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action designed to, or that would be reasonably expected to, cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Firm Shares or Additional Shares, if any.

          (l) Such Selling Stockholder has not distributed and will not distribute, prior to the later of the Additional Closing Date, if any, and the completion of the Underwriters’ distribution of the Shares, any offering material in connection with the offering and sale of the Shares and the Additional Shares, if any, by the Selling Stockholders other than the Pricing Prospectus or the Prospectus.

          (m) The representations and warranties of such Selling Stockholder in its Custody Agreement and Power of Attorney are, and on the Closing Date and Additional Closing Date, if any, will be, true and correct.

     Any certificate signed by or on behalf of the Selling Stockholder and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and

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warranty by such Selling Stockholder, severally and not jointly, to each Underwriter as to the matters covered thereby.

     3. Purchase, Sale and Delivery of the Shares.

     (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Stockholder, severally and not jointly, agree to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders, at a purchase price per share of $___, the number of Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

     (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of Latham & Watkins LLP (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Lead Managers and the Company, at 10:00 A.M., New York City time, on ___, 2007, or such other time and date as the Lead Managers and the Company may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”). Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to the Company and the Custodian (pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement), as the case may be, upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Each Selling Stockholder severally and not jointly hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of such Selling Stockholder with the Custodian under the Custody Agreement and Power of Attorney. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Closing Date. The Company and the Custodian will permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

     (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Stockholders listed on Schedule II hereto as selling Additional Shares, acting severally and not jointly, hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to 7,500,000 Additional Shares at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Firm Shares as set forth in this Section 3 above, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters, the respective numbers of Additional Shares obtained by multiplying the number of Additional Shares specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule II hereto

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and the denominator of which is the total number of Additional Shares (subject to adjustment by Bear Stearns to eliminate fractions). This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from Bear Stearns to the Company and the Selling Stockholders. If the option is exercised in part, the Selling Stockholders, acting severally and not jointly, will sell the amount that is proportional to the total number of Additional Shares listed on Schedule II. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Bear Stearns, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 11 hereof). Upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Selling Stockholders the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 11 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as Bear Stearns in its sole discretion shall make.

     (d) Payment for the Additional Shares to be sold by the Selling Stockholders, if any, shall be made to or upon the order of the Selling Stockholders of the purchase price by wire transfer in Federal (same day) funds to the Selling Stockholders or the Custodian at the offices of Underwriters’ Counsel, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Shares to the Representatives for the respective accounts of the Underwriters. Each Selling Stockholder severally and not jointly hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Additional Shares to be sold by such Selling Stockholder to the several Underwriters, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of such Selling Stockholder with the Custodian under the Custody Agreement and Power of Attorney. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Additional Closing Date. The Company and the Custodian will permit the Lead Managers to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

     (e) The Company and the Selling Stockholders, severally and not jointly, acknowledge and agree that (i) the terms of this Agreement and the Offering (including the price of the Shares) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company, the Selling Stockholders and the Underwriters or between the Company and the Selling Stockholders has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether any Underwriter has advised or is advising

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any such party on other matters, (iii) the Underwriters’ obligations to the Company and the Selling Stockholders in respect of the Offering are set forth in this Agreement in their entirety and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters.

     4. Offering. Upon authorization of the release of the Firm Shares by the Lead Managers, the Underwriters propose to offer the Shares for sale to the public upon the terms and conditions set forth in the Prospectus.

     5. Covenants of the Company; Covenants of the Selling Stockholders.

     (a) In addition to the other covenants and agreements of the Company contained herein, the Company further covenants and agrees with each of the Underwriters that:

          (i) The Company shall prepare the Prospectus in a form approved by the Lead Managers and file such Prospectus pursuant to, and within the time period specified in, Rule 424(b) and Rule 430A, 430B or 430C, as applicable, under the Securities Act; prior to the last date on which an Additional Closing Date, if any, may occur, the Company shall file no further amendment to the Registration Statement or amendment or supplement to the Prospectus to which the Lead Managers shall reasonably object in writing after being furnished in advance a copy thereof and given a reasonable opportunity to review and comment thereon; the Company shall notify the Lead Managers promptly (and, if requested by the Lead Managers, confirm such notice in writing) (A) when the Registration Statement and any amendments thereto become effective, (B) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (C) of the Company’s intention to file, or prepare any supplement or amendment to, the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, (D) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or suspending the use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or, in each case, of the initiation or threatening of any proceedings therefore, (F) of the receipt of any comments from the Commission, and (G) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such stop order as soon as possible.

          (ii) If at any time when a prospectus relating to the Shares (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, any event shall have occurred as a result of which the Pricing Disclosure Package (prior to the availability of the Prospectus) or the Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, include

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an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances existing at the time of delivery of such Pricing Disclosure Package or Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Pricing Disclosure Package, the Prospectus or the Registration Statement, the Company will notify the Lead Managers promptly and will prepare and file with the Commission an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Lead Managers) that will correct such statement or omission or effect such compliance, and will use its reasonable best efforts to have any amendment to the Registration Statement declared effective as soon as possible.

          (iii) The Company will not, without the prior consent of the Lead Managers, (A) make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Annex X hereto and any electronic road show previously approved by the Lead Managers, or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Lead Managers promptly and, if requested by the Lead Managers, will prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Lead Managers) that will correct such statement, omission or conflict or effect such compliance.

          (iv) The Company has complied and will comply with the requirements of Rule 433 with respect to each Issuer Free Writing Prospectus including, without limitation, all prospectus delivery, filing, record retention and legending requirements applicable to each such Issuer Free Writing Prospectus; and the Company has caused there to be made available at least one version of a “bona fide electronic road show” (as defined in Rule 433 under the Securities Act) in a manner that causes the Company not to be required, pursuant to Rule 433(d) under the Securities Act, to file with the Commission any road show.

          (v) The Company will promptly deliver to the Lead Managers and Underwriters’ Counsel a signed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company’s files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of any Preliminary Prospectus, the Prospectus, the Registration Statement, any Issuer Free Writing Prospectus and all amendments of and supplements to such documents, if any as the

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Lead Managers may reasonably request. Prior to 10:00 A.M., New York time, on the business day next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as the Underwriters may reasonably request.

          (vi) Promptly from time to time, the Company will use commercially reasonable efforts, in cooperation with the Lead Managers, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions, domestic or foreign, as the Lead Managers may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or entity or to execute a general consent to service of process in any jurisdiction in which it is not currently qualified as a foreign corporation or entity.

          (vii) The Company will make generally available to its security holders as soon as practicable, but in any event not later than the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes the effective date of the Registration Statement, or, if such fiscal quarter is the last quarter of the Company’s fiscal year, the 90th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such effective date (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158).

          (viii) During the period of 180 days from the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of Bear Stearns, the Company (A) will not, directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or make any public announcement of any of the foregoing, (B) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act and the Rules and Regulations) with respect to any Relevant Security, and (C) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration, other than (a) the sale of Shares as contemplated by this Agreement and (b) the Company’s grant of any Common Stock or other awards under the Company’s equity incentive plans, each as described in the Registration Statement and the Pricing Prospectus. Without the prior written consent of the Lead Managers, the Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for registration statements on Form S-8 relating to employee benefit plans, registration statements regarding rescission offers which are described in the Registration Statement, Preliminary Prospectus and Prospectus, a registration statement on Form S-4 relating to the exchange of the Company’s senior notes or other transactions under Rule 145.

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     Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by the immediately preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Bear Stearns waives, in writing, such extension. The Company will provide Bear Stearns and any co-managers, each officer and director of the Company, each Selling Stockholder and each stockholder listed on Schedule IV attached hereto with prior notice of any such announcement that gives rise to an extension of the Lock-Up Period.

          (ix) During the period of three years from the effective date of the Registration Statement, the Company will furnish to you copies of all reports or other communications (financial or other) furnished to security holders or from time to time published or publicly disseminated by the Company, and will deliver to you as soon as they are available, copies of any reports, financial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed. All filings by the Company with the Commission on EDGAR website shall constitute delivery for purposes of this section.

          (x) The Company will use its reasonable best efforts to list the Shares on the NYSE and maintain the listing of the Shares on the NYSE.

          (xi) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption “Use of Proceeds” in the Registration Statement, the Pricing Prospectus and the Prospectus.

          (xii) The Company, during the period when a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act in connection with the offer or sale of the Shares pursuant to the Offering, will file all reports and other documents required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and the Rules and Regulations within the time periods required thereby.

          (xiii) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462 by 10:00 p.m. (Eastern time), on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462 Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act.

          (xiv) The Company will not take, and will use its reasonable best efforts to cause its affiliates (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares.

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     (b) Each Selling Stockholder covenants and agrees, severally and not jointly, with each Underwriter:

          (i) To deliver to the Lead Managers prior to the Closing Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States Person) or Form W-9 (if the Selling Stockholder is a United States Person), which in each case may be replaced by any other applicable form or statement specified by Treasury Department regulations in lieu thereof;

          (ii) To notify promptly the Company and the Lead Managers if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Pricing Disclosure Package (prior to the availability of the Prospectus) or the Prospectus or the Registration Statement, in each case as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, with respect to each Selling Stockholder, the covenants set forth in this paragraph 8(b)(ii) apply only to the information under the caption “Principal and Selling Stockholders” which specifically relates to such Selling Stockholder in the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any further amendments or supplements thereto.

          (iii) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time and to do and perform all things to be done and performed under this Agreement prior to the Closing Date and the Additional Closing Date, if any, and to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement;

          (iv) To pay or to cause to be paid all transfer taxes, stamp duties and other similar taxes with respect to the Shares, if any, to be sold by such Selling Stockholder; and

          (v) To deliver to the Lead Managers on or prior to the date of this Agreement each lock-up agreement referenced in Section 8(m) hereof.

          (vi) Such Selling Stockholder has not, prior to the execution of this Agreement, distributed any “prospectus” (within the meaning of the Securities Act) or offering material in connection with the offering or sale of the Shares other than the Registration Statement and the Pricing Prospectus, and will not, at any time on or after the execution of this Agreement, distribute any “prospectus” (within the meaning of the Securities Act) of offering material in connection with the offering or sale of the Shares other than the Pricing Prospectus and the then most recent Prospectus.

     (c) Each Selling Stockholder covenants and agrees severally and not jointly with the Company that, subject to the terms and conditions set forth in the Power of Attorney, each Attorney-in-Fact is authorized to execute and deliver this Agreement, and any certificates, opinions or other documents that may be required pursuant to this Agreement on

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behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Shares to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 3 hereof, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder, to accept payment therefore, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement.

     6. Covenant of the Underwriters. Each Underwriter, severally and not jointly, covenants and agrees with the Company that such Underwriter will not use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act) without the prior written consent of the Company if such Underwriter’s use of or reference to such “free writing prospectus” would require the Company to file with the Commission any “issuer information” (as defined in Rule 433 under the Securities Act).

     7. Payment of Expenses. Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the performance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state or foreign securities or blue sky laws as provided in Section 4(f), hereof including the reasonable and actual fees and disbursements of one outside counsel for the Underwriters in connection with such qualification or offering and in connection with any blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on the NYSE; (vii) all travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; and (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering, other than those to be paid by the Selling Stockholders in accordance with this Agreement. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 7. It is understood, however, that except as provided in Sections 9, 10 and 14 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Shares by them. In addition, the Company and the Underwriters agree that, upon the mutual agreement of the parties, the Underwriters will reimburse the Company for certain of the costs and expenses set forth in this Section 7.

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     8. Conditions of Underwriters’ Obligations. The several obligations of the Underwriters to purchase and pay for the Firm Shares and the Additional Shares, as provided herein, shall be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein contained, as of the date hereof and as of the Closing Date (for purposes of this Section 8, “Closing Date” shall refer to the Closing Date for the Firm Shares and for the Selling Stockholders any Additional Closing Date, if different, for the Additional Shares), to the performance by the Company of all of its obligations hereunder, and to each of the following additional conditions:

     (a) The Prospectus shall have been filed with the Commission in a timely fashion in accordance with Section 4(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, and no stop order suspending or preventing the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, shall have been issued by the Commission and no proceedings therefor shall have been initiated or, threatened by the Commission; all requests for additional information on the part of the Commission shall have been complied with to the Lead Managers’ reasonable satisfaction; if the Company has elected to rely on Rule 462(b) under the Securities Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m. (Washington, D.C. time) on the date of this Agreement or at such later time and date as shall have been consented to by the Lead Managers in writing; and all necessary regulatory or stock exchange approvals shall have been received.

     (b) At the Closing Date the Lead Managers, on behalf of the Underwriters, shall have received the written opinion of Baker Botts L.L.P., counsel for the Company, dated the Closing Date and addressed to the Underwriters, in the form of Annex I hereto.

     (c) At the Closing Date the Lead Managers, on behalf of the Underwriters, shall have received the written opinion of Paul, Hastings, Janofsky & Walker LLP, counsel for the Company, dated the Closing Date and addressed to the Underwriters, in the form of Annex II hereto.

     (d) At the Closing Date the Lead Managers, on behalf of the Underwriters, shall have received the written opinion of Patton Boggs LLP., counsel for Royal Street, dated the Closing Date and addressed to the Underwriters, in the form of Annex III hereto.

     (e) At the Closing Date, the Lead Managers, on behalf of the Underwriters, shall have received the written opinion of Vinson & Elkins LLP, counsel for each of the Selling Stockholders other than M/C Venture Partners, et al, Madison Dearborn Capital Partners IV, L.P. and TA Associates, et al, each dated the Closing Date, addressed to the Underwriters, in the form of Annex IV.

     (f) At the Closing Date, the Lead Managers, on behalf of the Underwriters, shall have received the written opinion of Mayer, Brown, Rowe & Maw LLP, counsel for M/C Venture Partners, each dated the Closing Date, addressed to the Underwriters, in the form of Annex V.

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     (g) At the Closing Date, the Lead Managers, on behalf of the Underwriters, shall have received the written opinion of Goodwin Procter LLP, counsel for Madison Dearborn Capital Partners IV, L.P. and TA Associates, et al, each dated the Closing Date, addressed to the Underwriters, in the form of Annex VI.

     (h) At the Closing Date, the Lead Managers, on behalf of the Underwriters, shall have received the written opinion of Underwriters’ Counsel, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Lead Managers, with respect to the issuance and sale of the Shares, the Registration Statement, the Pricing Disclosure Package, the Prospectus and such other matters as the Lead Managers may require, and the Company shall have furnished to Underwriters’ Counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters.

     (i) At the Closing Date the Lead Managers, on behalf of the Underwriters, shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated the Closing Date, in the form of Annex VII hereto.

     (j) At the time this Agreement is executed and at the Closing Date, the Lead Managers shall have received a comfort letter, from Deloitte & Touche LLP, independent public accountant for the Company, dated, respectively, as of the date of this Agreement and as of the Closing Date, addressed to the Underwriters and in the form of Annex VIII.

     (k) (i) Neither the Company, the Subsidiaries, nor to the Company’s knowledge after due inquiry, Royal Street shall have sustained, since the date of the latest audited financial statements included in the Pricing Prospectus, any loss or interference with its business or properties from fire, explosion, flood, hurricane, accident or other calamity, or from any labor dispute or any legal or governmental proceeding, other than as set forth in the Pricing Prospectus (exclusive of any supplement thereto); and (ii) subsequent to the dates as of which information is given in the Registration Statement (exclusive of any amendment thereto subsequent to the date hereof) or the Pricing Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt or material increase in the short-term debt of the Company or any Subsidiary or any change or any development involving a change in the business, financial condition, results of operations, properties or prospects of the Company, Royal Street and the Subsidiaries, individually or taken as a whole, the effect of which, in any such case described above, is, in the judgment of the Lead Managers, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering on the terms and in the manner contemplated in the Pricing Prospectus (exclusive of any such supplement).

     (l) On or after the Applicable Time, (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or the Company’s financial strength or claims paying ability by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or the Company’s financial strength or claims paying ability.

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     (m) The Lead Managers shall have received a duly executed lock-up agreement from each person who is a director or officer of the Company, each Selling Stockholder and each other shareholder and other person or entity listed on Schedule IV hereto, in each case substantially in the form attached hereto as Annex IX.

     (n) At the Closing Date, the Shares shall have been approved for listing upon notice of issuance on the NYSE.

     (o) Prior to or by the Closing Date, the NASD shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for the Offering.

     (p) At the Closing Date, you shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2 hereof are accurate and that each of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.

     (q) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or other documents as they may have reasonably requested.

     If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to you or to Underwriters’ Counsel pursuant to this Section 8 shall not be satisfactory in form and substance to the Lead Managers and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Lead Managers at, or at any time prior to, the Closing Date and the obligations of the Underwriters to purchase the Additional Shares may be cancelled by the Lead Managers at, or at any time prior to, the Additional Closing Date. Notice of such cancellation shall be given to the Company in writing or by telephone. Any such telephone notice shall be confirmed promptly thereafter in writing.

     9. Indemnification.

     (a) The Company shall indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to reasonable outside attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any investigation or litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained (A) in the Registration Statement, as originally filed

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or any amendment thereof, or the Pricing Disclosure Package or the Prospectus, or in any supplement thereto or amendment thereof, or in any Issuer Free Writing Prospectus, or in any “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or (B) in any other materials or information provided to investors by, or with the approval of, the Company in connection with the Offering, including in any “road show” (as defined in Rule 433 under the Securities Act) for the Offering (“Marketing Materials”), or (ii) the omission or alleged omission to state (A) in the Registration Statement, as originally filed or any amendment thereof, a material fact required to be stated therein or necessary to make the statements therein, not misleading, or (B) in the Pricing Disclosure Package or the Prospectus, or in any supplement thereto or amendment thereof, or in any Issuer Free Writing Prospectus, or in any “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent but only to the extent that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter expressly for use therein. The parties agree that such information provided by or on behalf of any Underwriter consists solely of the material referred to in Section 18 hereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have, including but not limited to other liability under this Agreement.

     (b) Each Selling Stockholder, severally and not jointly, shall indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to reasonable outside attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any investigation or litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact relating to such Selling Stockholder contained in the Registration Statement, as originally filed or any amendment thereof, or the Pricing Disclosure Package or the Prospectus, or in any supplement thereto or amendment thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact relating to such Selling Stockholder required to be stated therein or necessary to make (i) the statements in the Registration Statement, as originally filed or any amendment thereof, not misleading, or (ii) the statements in the Pricing Disclosure Package, or the Prospectus, or any supplement thereto or amendment thereof, in light of the circumstances in which they were made, not misleading provided, however, that such Selling Stockholder will be liable in any such case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written

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information furnished to the Company by such Selling Stockholder expressly for use therein, it being agreed that the only such information is that which is included under the heading “Security Ownership of Principal and Selling Stockholders” which relates to such Selling Stockholder; and; provided further, however, that in no such case shall any Selling Stockholder be liable or responsible for any amount in excess of the proceeds (net of the underwriting discount but before deducting other expenses) applicable to the Shares sold by such Selling Stockholder pursuant to the transactions contemplated hereby. This indemnity agreement will be in addition to any liability that any Selling Stockholder may otherwise have including under this Agreement.

     (c) Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, each Selling Stockholder, each of the directors of the Company, each of the officers of the Company who shall have signed the Registration Statement, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to outside attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or in any amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter specifically for use therein; provided, however, that in no case shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the Shares to be purchased by such Underwriter hereunder. The parties agree that such information provided by or on behalf of any Underwriter through the Lead Managers consists solely of the material referred to in Section 18 hereof.

     (d) Promptly after receipt by an indemnified party under subsections (a), (b) or (c) above of notice of any claims or the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the claim or the commencement thereof (but the failure so to notify an indemnifying party shall not relieve the indemnifying party from any liability which it may have under this Section 9 to the extent that it is not materially prejudiced as a result thereof or otherwise has notice of any such action, and in any event shall not relieve it from any liability that such indemnifying party may have otherwise than on account of the indemnity agreement hereunder). In case any such claim

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or action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate, at its own expense, in the defense of such action, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party to be charged in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, (iii) the indemnifying party does not diligently defend the action after assumption of the defense, or (iv) such indemnified party or parties shall have reasonably concluded based on the advice of counsel, that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses incurred by outside counsel shall be borne by the indemnifying parties; provided, however, that the indemnifying party under subsection (a), (b) and (c) above shall only be liable for the legal expenses of one firm of attorneys (in addition to any local counsel) for all indemnified parties in each jurisdiction in which any claim or action is brought. No indemnifying party shall, without the prior written consent of the indemnified parties, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened claim, investigation, action or proceeding in respect of which indemnity or contribution may be or could have been sought by an indemnified party under this Section 9 or Section 10 hereof (whether or not the indemnified party is an actual or potential party thereto), unless (x) such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such claim, investigation, action or proceeding, (ii) does not include a statement as to or an admission of fault, culpability or any failure to act, by or on behalf of the indemnified party, and (y) the indemnifying party confirms in writing its indemnification obligations under this Agreement with respect to such settlement, compromise or judgment. No indemnifying party shall be liable for any settlement or compromise effected without its prior written consent, except that a settlement or compromise of the nature contemplated by this Section 9 may be effected without its written consent if (i) such settlement or compromise is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement or compromise at least 30 days prior to such settlement or compromise being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement or compromise. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the indemnified party with respect to all third parties, firms, corporations or entities relating to the matter for which indemnification has been made.

     10. Contribution. In order to provide for contribution in circumstances in which the indemnification provided for in Section 9 hereof is for any reason held to be unavailable from any indemnifying party or is insufficient to hold harmless a party indemnified thereunder, the Company and the Selling Stockholders on the one hand and the Underwriters on

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the other shall contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated by such indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses suffered by the Company and any Selling Stockholder, any contribution received by the Company and any Selling Stockholder from persons, other than the Underwriters, who may also be liable for contribution, including persons who control the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, officers of the Company who signed the Registration Statement and directors of the Company) as incurred to which the Company, any Selling Stockholder and one or more of the Underwriters may be subject, in such proportions as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriters on the other hand from the Offering or, if such allocation is not permitted by applicable law, in such proportions as are appropriate to reflect not only the relative benefits referred to above but also the relative fault of the Company and the Selling Stockholders on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as (x) the total proceeds from the Offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and the Selling Stockholders bears to (y) the underwriting discount or commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of each of the Company and the Selling Stockholders on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or a Selling Stockholder on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Selling Stockholders and the Underwriters further agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this Section 10. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 10 shall be deemed to include any outside attorney’s fees or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any judicial, regulatory or other legal or governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 10, (i) no Underwriter shall be required to contribute any amount in excess of the amount by which the discounts and commissions applicable to the Shares underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation,

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and (iii) no Selling Stockholder shall be required to contribute an amount in excess of the product of (A) the number of Shares sold by such Selling Stockholder, and (B) the initial public offering price of the Shares as set forth in the Prospectus, net of underwriting discounts and commissions. For purposes of this Section 10, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act shall have the same rights to contribution as such Underwriter, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company and any Selling Stockholder, as applicable, subject in each case to clauses (i) and (ii) of the immediately preceding sentence. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 10 or otherwise. No party shall be liable for contribution with respect to any settlement of any losses, claims, damages, liabilities or expenses under this Section 10 if such settlement was effected by the parties seeking contribution without the contributing party’s prior written consent, except that a party shall be liable for contribution of the nature contemplated by this Section 10 entered into without its written consent if (i) such settlement requiring contribution is entered into more than 45 days after receipt by such party of the aforesaid request, (ii) such party shall have received notice of the terms of such contribution at least 30 days prior to such settlement being entered into and (iii) such party shall not have reimbursed such other party in accordance with such request prior to the date of such contribution request. The obligations of the Selling Stockholders to contribute pursuant to this Section 10 are several in proportion to the respective number of Shares they have sold hereunder and not joint. The obligations of the Underwriters to contribute pursuant to this Section 10 are several in proportion to the respective number of Shares to be purchased by each of the Underwriters hereunder and not joint.

     11. Underwriter Default.

     (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and if the Firm Shares or Additional Shares with respect to which such default relates (the “Default Shares”) do not (after giving effect to arrangements, if any, made by the Lead Managers pursuant to subsection (b) below) exceed in the aggregate 10% of the number of Firm Shares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company and the Selling Stockholders that number of Default Shares that bears the same proportion of the total number of Default Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters, subject, however, to such adjustments to eliminate fractional shares as the Lead Managers in their sole discretion shall make.

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     (b) In the event that the aggregate number of Default Shares exceeds 10% of the number of Firm Shares or Additional Shares, as the case may be, the Lead Managers may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the excess Default Shares on the terms contained herein which other party or parties shall be approved by the Company, such approval not to be unreasonably withheld. In the event that within five calendar days after such a default the Lead Managers do not arrange for the purchase of the excess Default Shares as provided in this Section 10, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company and the Selling Stockholders to sell the Additional Shares, shall thereupon terminate, without liability on the part of the Company or the Selling Stockholders with respect thereto (except in each case as provided in Sections 7, 9, 10, 13 and 14(d)) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company and the Selling Stockholders for damages occasioned by its or their default hereunder.

     (c) In the event that any Default Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Lead Managers or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and Additional Shares.

     12. Default by Selling Stockholders.

     (a) If any Selling Stockholder or Selling Stockholders shall default in its or their obligation to sell and deliver any Shares hereunder, and one or more of the other Selling Stockholders shall not have assumed and complied with such defaulting Selling Stockholder’s obligations, then the Lead Managers may, by notice to the Company, terminate this Agreement without any liability on the part of any non-defaulting party except that the provisions of Sections 1, 2, 7, 9, 10, 13 and 14 hereof shall remain in full force and effect. No action taken pursuant to this Section 12 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default.

     (b) In the event that such default occurs and the Company and Underwriters agree to proceed with the Offering, then the Underwriters may, at the option of the Lead Managers, or the Company shall have the right, in each case by notice to the other, to postpone the Closing Date or Additional Closing Date, as the case may be, for a period not exceeding five business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriters’ Counsel, may

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thereby be made necessary or advisable; and in no event shall the Company be obligated to increase the number of Shares it is required to sell hereunder.

     13. Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Company and the Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Stockholders submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 9 and the contribution agreements contained in Section 10, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company or any Selling Stockholder, any of their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 5, 6, 9, and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 11, 12 or 14 hereof.

     14. Effective Date of Agreement; Termination.

     (a) This Agreement shall become effective when the duly authorized representatives of the parties hereto have executed and delivered this Agreement.

     (b) The Bear Stearns shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of Bear Stearns will in the immediate future materially disrupt, the market for the Company’s securities or securities in general; or (ii) a suspension or material limitation in trading in securities generally on the NYSE or Nasdaq shall have occurred; or (iii) a suspension or material limitation in trading in the Company’s securities on NYSE shall have occurred; or (iv) a banking moratorium has been declared by any state or federal authority or any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (v) any downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act) or any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities; or (vi) (A) there shall have occurred any material outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in political, financial or economic conditions, if the effect of any such event in (A) or (B), in the judgment of Bear Stearns, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated in this Agreement and by the Prospectus.

     (c) Any notice of termination pursuant to this Section 14 shall be in writing and delivered in accordance with Section 15 hereof.

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     (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein related to the Company is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to written demand by Bear Stearns, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable and actual fees and out-of-pocket expenses of their outside counsel), incurred by the Underwriters in connection herewith.

     15. Notices. All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing, and:

     (a) if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to such Underwriter c/o Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, New York 10179, Attention: Stephen Parish, Senior Managing Director, Equity Transactions Group, with a copy to Underwriter’s Counsel at Latham & Watkins LLP, 885 Third Avenue, New York, NY 10002, Attention: Marc D. Jaffe, Esq.;

     (b) if sent to the Company, shall be mailed, delivered, or faxed and confirmed in writing to the Company and its counsel at the addresses set forth in the Registration Statement;

     (c) if sent to the Selling Stockholders, shall be mailed, delivered or faxed and confirmed in writing to the Custodian c/o the Company;

provided, however, that any notice to an Underwriter pursuant to Section 9 shall be delivered or sent by mail or facsimile transmission to such Underwriter at its address set forth in its acceptance facsimile to the Lead Managers, which address will be supplied to any other party hereto by the Lead Managers upon request. Any such notices and other communications shall take effect at the time of receipt thereof.

     16. Parties. This Agreement shall inure solely to the benefit of, and shall be binding upon, the Underwriters, the Company and the Selling Stockholders and the controlling persons, directors, officers, employees and agents referred to in Sections 9 and 10 hereof, and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and said controlling persons and their respective successors, officers, directors, heirs and legal representatives, and it is not for the benefit of any other person, firm or corporation. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of Shares from any of the Underwriters.

     17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company irrevocably (a) submits to the jurisdiction of any court of the State of New York or the United States District Court for

34

the Southern District of the State of New York for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated by this Agreement, the Registration Statement and the Prospectus (each, a “Proceeding”), (b) agrees that all claims in respect of any Proceeding may be heard and determined in any such court, (c) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (d) agrees not to commence any Proceeding other than in such courts, and (e) waives, to the fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient forum.

     18. Information Provided by Underwriters. The parties acknowledge and agree that, for purposes of Sections 1(b), 1(c), and 9 hereof, the information provided by or on behalf of any Underwriter consists solely of the material included in the statements set forth in the first paragraph under the subcaption “Commissions and Discounts” and in the first two paragraphs under the subcaption “Price Stabilization, Short Positions and Penalty Bids” in the Prospectus.

     19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile transmission shall constitute valid and sufficient delivery thereof.

     20. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

     21. Time is of the Essence. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

[signature page follows]

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     If the foregoing correctly sets forth your understanding, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us.

Very truly yours, METROPCS COMMUNICATIONS, INC.
By:
	Name:	Roger D. Linquist
	Title:	President and Chief Executive Office
SELLING STOCKHOLDERS Each of the selling stockholders named in Schedule II
By:
	Name:
	As Attorney-in-Fact acting on behalf of each of the Selling Stockholder named in Schedule II.

Accepted as of the date first above written and acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto

BEAR, STEARNS & CO. INC.
By:
	Name:
	Title:
BANC OF AMERICA SECURITIES LLC
By:
	Name:
	Title:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:
	Name:
	Title:
MORGAN STANLEY & CO. INCORPORATED
By:
	Name:
	Title:

SCHEDULE I

			Number of Additional
	Total Number of Firm		Shares to be Purchased if
Underwriter	Shares to be Purchased		Option is Fully Exercised
Bear, Stearns & Co. Inc.
Banc of America Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
UBS Securities LLC
Wachovia Securities, Inc.
Thomas Weisel Partners LLC
Raymond James & Associates Inc.
Total		37,500,000		7,500,000

SCHEDULE II

			Number of Additional
	Number of Firm Shares		Shares to be Sold if Option
Selling Stockholders	to be Sold		is Fully Exercised
Total		12,500,000		7,500,000

SCHEDULE III

Intellectual Property Matters

SCHEDULE IV

Names of shareholders subject to lock-up of provision

EXHIBIT A

Subsidiaries

MetroPCS, Inc.

MetroPCS Wireless, Inc.

MetroPCS California, LLC

MetroPCS Florida, LLC

MetroPCS Georgia, LLC

MetroPCS Michigan, Inc.

MetroPCS Texas, LLC

MetroPCS AWS, LLC

MetroPCS New York, LLC

MetroPCS Pennsylvania, LLC

MetroPCS Massachusetts, LLC

MetroPCS Nevada, LLC

GWI PCS1, Inc.

EXHIBIT B

Form of Custody Agreement

EXHIBIT C

Form of Power of Attorney

ANNEX I

Opinion of Baker Botts L.L.P.

April    , 2007

Bear, Stearns & Co. Inc.
Banc of America Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
     c/o Bear, Stearns & Co. Inc.
     383 Madison Avenue
     New York, New York 10179

  Re: MetroPCS Communications, Inc. 57,500,000 Shares of Common Stock

Ladies and Gentlemen:

     This opinion is being furnished to you pursuant to Section 8(b) of the Underwriting Agreement dated April  , 2007 (the “Underwriting Agreement”) among MetroPCS Communications, Inc., a Delaware corporation (the “Company”), and the Underwriters named in Schedule I thereto and the Selling Stockholders listed on Schedule II thereto, relating to the proposed (i) issuance and sale by the Company of an aggregate of 37,500,000 shares (the “Company Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), (ii) the sale by the Selling Stockholders of an aggregate of 12,500,000 shares of the Company’s Common Stock (together with the Company Shares, the “Firm Shares”), and (iii) the sale by the Selling Stockholders of up to 7,500,000 additional shares of Common Stock (the “Additional Shares”) pursuant to the Underwriters’ over-allotment option, as described in the Registration Statement on Form S-1 (File No. 333-139793), as amended (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Firm Shares and any Additional Shares are referred to herein as the “Shares.” Capitalized terms used but not defined herein have the meanings assigned to such terms in the Underwriting Agreement.

     We have examined the originals, or copies certified or otherwise identified, of the Registration Statement, the Pricing Prospectus, the Prospectus, the Pricing Disclosure Package, the Underwriting Agreement, the Certificate of Incorporation and Bylaws of the Company, each as amended to date, corporate records of the Company, including certain resolutions of the board of directors of the Company, as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and such other instruments and documents, as we have deemed necessary or advisable, as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied upon certificates, statements or other representations of officers or authorized agents of the Company with respect to the accuracy of the material factual matters contained in or covered by such certificates, statements or representations.

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     We have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are authentic and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete.

     On the basis of the foregoing, and subject to the qualifications and limitations hereinafter set forth, we are of the opinion that:

     1. Each of the Company and its Subsidiaries has been duly incorporated or formed and validly exists as a corporation, partnership or limited liability company in good standing under the laws of its jurisdiction of organization, with the corporate, partnership or limited liability company power and authority to own its properties and conduct its business as described in the Prospectus.

     2. The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Prospectus and the Prospectus. All of the issued shares of Common Stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are not in violation of or subject to any preemptive or, to our knowledge, similar rights under the Company’s Certificate of Incorporation or Bylaws or the General Corporation Laws of the State of Delaware that entitle or will entitle any person to acquire any Shares from the Company upon issuance or sale thereof. The Company Shares to be delivered on the Closing Date have been duly and validly authorized and, when delivered in accordance with the Underwriting Agreement, will be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to preemptive or, to our knowledge, similar rights under the Company’s Certificate of Incorporation or Bylaws or the General Corporation Laws of the State of Delaware that entitle or will entitle any person to acquire any Shares from the Company upon issuance or sale thereof. All of the issued shares of capital stock of each Subsidiary of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all Liens, other than as described in the Prospectus.

     3. The Shares are duly authorized for listing on the New York Stock Exchange.

     4. The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

     5. To our knowledge and other than as set forth in the Registration Statement, the Pricing Prospectus and the Prospectus, there are no judicial, regulatory or other legal or governmental proceedings pending to which the Company or any of its Subsidiaries is a party or of which any property of the Company or any of its Subsidiaries is the subject which, if determined adversely to the Company or any of its Subsidiaries, would individually or in the aggregate reasonably be expected to have a Material Adverse Effect; and, to our knowledge, no such proceedings are threatened.

     6. The execution, delivery, and performance of the Underwriting Agreement and consummation of the transactions contemplated by the Underwriting Agreement, do not and will not (A) violate or result in a breach of any of the terms and provisions of, or constitute a

2

default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, any agreement which is included as an exhibit to the Registration Statement or (B) violate or conflict with any provision of the Certificate of Incorporation, Bylaws or operating agreement of the Company or any of its Subsidiaries, or any statute, rule or regulation applicable to the Company or any Subsidiary or any of their respective assets, or, to our knowledge, any of the judgments, orders or decrees identified on Exhibit A.

     7. No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any judicial, regulatory or other legal or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement or consummation of the transactions contemplated by the Underwriting Agreement, except for (1) such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Shares by the Underwriters (as to which we express no opinion), (2) such as have been made or obtained under the Securities Act and (3) such as are required by the NASD.

     8. The Registration Statement, the Pricing Prospectus and the Prospectus and any amendments thereof or supplements thereto (other than the financial statements and schedules and other financial and accounting data included therein, as to which no opinion need be rendered), as of their respective effective or issue dates, each appears on its face to comply as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Rules and Regulations.

     9. The statements under the captions “Description of Capital Stock” and “Underwriting” in the Pricing Prospectus and the Prospectus and Items 14 and 15 of Part II of the Registration Statement, insofar as such statements constitute summaries of legal matters or certain provisions of documents, have been reviewed by us and fairly summarize, in all material respects, the matters referred to therein.

     10. The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Pricing Prospectus and the Prospectus, will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

     11. The Registration Statement is effective under the Securities Act, and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings therefor have been initiated or threatened by the Commission and all filings required by Rule 424(b), Rule 430A and Rule 433 under the Securities Act have been made in the manner and in the time period required therein.

     12. To our knowledge, no contract or agreement is required to be filed as an exhibit to the Registration Statement that is not so filed.

     We have participated in conferences with officers and representatives of the Company, representatives of the independent public accountants for the Company and the

3

Underwriters at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, although we have not verified such information and are not passing upon, and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus (except to the extent set forth in paragraph 9 above), no facts have come to our attention which lead us to believe that (A) the Registration Statement, at the time it became effective (including the information deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430A(b)), or any amendment thereof made prior to the Closing Date, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (B) the Prospectus, as of its date (or any amendment thereof or supplement thereto made prior to the Closing Date as of the date of such amendment or supplement) and as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (C) the Pricing Disclosure Package, as of the Applicable Time, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that we express no belief or opinion with respect to the financial statements, the notes thereto and the auditors’ report thereon, and the related schedules and other financial and accounting data included therein or omitted therefrom).

     The opinions set forth above are subject to the following qualifications and limitations:

     (a) Our opinions expressed in paragraphs 5 and 6 above are limited to those laws, rules and regulations that in our experience are customarily applicable to the Company and to transactions of the type contemplated by the Underwriting Agreement.

     (b) No opinion is expressed above as to the compliance or non-compliance of the Company with, or the enforceability of the Underwriting Agreement under, the Communications Act and the rules, regulations, policies, decisions and orders promulgated thereunder by the FCC, or any other telecommunications regulatory law, rule or regulation. In this connection, we refer you to the opinion letter of even date herewith delivered to you by Paul, Hastings, Janofsky & Walker LLP, special FCC counsel to the Company, and the opinions contained therein.

     (c) Any reference herein to “our knowledge,” “known to us,” and those with equivalent wording shall mean the current conscious awareness of our attorneys who have prepared this opinion, signed this opinion or been actively involved in assisting and advising the Company in connection with the preparation of the Registration Statement and the execution and delivery of the Underwriting Agreement.

     (d) The opinions set forth above are limited in all respects to matters of the laws of the States of New York, the General Corporation Law of the State of Delaware, the Delaware Revised Limited Liability Company Act and applicable federal law. This opinion is

4

being furnished to you solely for your use and may not be relied on by any other person or for any other purpose. This opinion speaks as of the date hereof, and we hereby disclaim any obligation to update this opinion.

     The foregoing opinions are rendered to you at the request of the Company, are solely for your benefit in connection with the transactions consummated on the date hereof pursuant to the Underwriting Agreement and may not be relied upon by any other person or for any other purpose.

Very truly yours,

5

ANNEX II

Form of Opinion of Paul, Hastings, Janofsky and Walker LLP

     1. The execution and delivery by the Company, and the performance by the Company of its obligations under and in accordance with the terms, of the Underwriting Agreement do not cause the Company to violate the Communications Laws and do not require any consent or approval of, or registration or filing with, or any other action by, the FCC.

     2. Each Subsidiary of the Company holds the FCC license or licenses identified on Attachment 1 hereto as being held by such Subsidiary (the “Licenses”). The Licenses are in full force and effect. The Licenses are not subject to any conditions other than those that: (a) appear on the Licenses; or (b) are imposed by the FCC in the ordinary course upon broadband PCS licenses of similar character.

     3. To our knowledge, there are no actions, suits, investigations, or other administrative proceedings pending or overtly threatened in writing by or before the FCC against the Company, its Subsidiaries, or the Licenses that, if adversely determined, would reasonably be expected to have a Material Adverse Effect, except as set forth in the Registration Statement.

     4. To our knowledge, the Company and each Subsidiary of the Company have timely filed with the FCC all material applications and reports as are required under the Communications Laws where the failure to do so would reasonably be expected to have a Material Adverse Effect.

     5. The statements in the “Business” section of the Registration Statement under the captions “License Term,” “Competition,” “Federal Regulation,” “General Licensing Requirements and Broadband Spectrum Allocations,” “Transfer and Assignment of PCS Licenses,” “Ownership Restrictions,” “General Regulatory Obligations,” “Future Regulation,” “State, Local and Other Regulation,” “Auction 66 Markets” and “Auction 58 and Royal Street,” insofar as such statements constitute a summary of matters of law pertaining to the Business under the Communications Laws, fairly summarize in all material respects such legal matters.

ANNEX III

Form of Opinion of Patton Boggs LLP

April __, 2007

Bear, Stearns & Co. Inc.
Banc of America Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated

As representatives of the underwriters named in
Schedule I of the Underwriting Agreement

c/o Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179

Re: Offering of shares of MetroPCS Communications, Inc. (the “Corporation”) pursuant to that certain Underwriting Agreement dated as of April ___, 2007 by and among the Corporation, the selling stockholders identified therein and the underwriters named therein (the “Underwriting Agreement”)

Ladies and Gentlemen:

     This firm is acting as special limited liability company counsel to Royal Street Communications, LLC, a Delaware limited liability company (“Royal Street”), in connection with the Corporation’s offering and sale of the Corporation’s Shares. This opinion is rendered to you pursuant to Section 8(d) of the Underwriting Agreement. Capitalized terms used but not defined herein shall have the meaning set forth in the Underwriting Agreement.

     For purposes of rendering the opinions contained in this letter, we have reviewed and examined each of the following documents:

(1)	a copy of the Certificate of Formation of Royal Street dated November 22, 2004, as certified by the Secretary of State of Delaware dated as of April ___, 2007; and
(2)	a copy of the Certificate of Good Standing dated April ___, 2007 for Royal Street issued by the Secretary of State of Delaware.

April ___, 2007
Page 2

     As to certain factual matters we have, with your consent, relied solely on an officer’s certificate delivered to us by Royal Street’s Chief Executive Officer of even date herewith. We have also assumed that Royal Street’s business is the acquisition and development of licenses to provide Personal Communications Services (as defined by the Federal Communications Commission in Part 24 of its rules) and that Royal Street does not hold itself out as engaging in the investing, reinvesting or trading of securities.

     Whenever our opinion herein as to the existence or absence of any fact is qualified by the phrase “to our knowledge,” “to the best of our knowledge,” “based on our knowledge,” “known to us,” “of which we are aware” or any other similar phrase, it is intended to signify that during the course of our representation of Royal Street or the preparation of this opinion no information has come to the attention of the lawyers in our firm who have devoted substantive attention to the preparation of this opinion which would give us actual knowledge of the existence or absence of such facts. Except as may be expressly described herein, we have not undertaken any independent investigation to determine the existence or absence of such facts, including, without limitation, a search of any public records other than as expressly described herein, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our serving as special limited liability company counsel for Royal Street.

     Based upon the foregoing, we are of the opinion that as of the date hereof:

     1. Royal Street (a) is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware and (b) to our knowledge, has the limited liability company power and authority to own its properties and conduct its business as currently conducted.

     2. To our knowledge, except as set forth in and contemplated by the Credit Agreement, dated as of November 3, 2006, by and among MetroPCS Wireless, Inc., a Delaware corporation (“Borrower”) and the lenders party thereto (the “Credit Agreement”) and the Security Documents (as defined in the Credit Agreement and together with the Credit Agreement, the “MetroPCS Loan Documents”), all of the outstanding equity securities of Royal Street that are owned of record by Borrower are owned free and clear of all liens, except for the liens in favor of Borrower and have not been issued in violation of any preemptive or similar rights under (i) Royal Street’s organizational documents or (ii) the laws of its jurisdiction of organization. To our knowledge, there are (i) no outstanding or authorized options, warrants, calls, subscriptions, rights, commitments or other instruments or agreements of any character obligating Royal Street to issue any equity interest in Royal Street or any securities convertible into or evidencing the right to purchase or subscribe for any such equity

April ___, 2007
Page 3

interest in Royal Street and (ii) other than the limited liability company agreement of Royal Street, no agreements with respect to the voting, sale or transfer of any interests of Royal Street.

     3. Royal Street is not required to register as an “investment company” under the Investment Company Act of 1940. To the best of our knowledge, without independent investigation, Royal Street is not subject to any Federal or state statute or regulation limiting its ability to incur indebtedness for borrowed money.

     Without limiting the generality of the foregoing, we specifically call your attention to the following matters, as to which no opinion is expressed:

     (1) the MetroPCS Loan Documents taken as a whole or individually and the sufficiency or effects thereof;

     (2) Royal Street’s or any Subsidiary’s compliance with the any applicable laws; and

     (3) the Underwriting Agreement or any related documents, none of which we have reviewed.

     We call your attention to the fact that we are not counsel to the Borrower or the Corporation and are not familiar with the business or affairs of the Borrower or the Corporation, respectively.

     Additionally, we call to your attention the fact that we have assumed the exact legal name of Royal Street is as set forth in the copy of its Certificate of Formation certified by the Secretary of State of the State of Delaware.

     Our opinions set forth herein are limited to the applicable United States federal law and our review of the Delaware Limited Liability Company Act. We draw your attention to the fact that we are not admitted to practice in the State of Delaware.

     This is being provided to you for your exclusive use in connection with the issuance of the Corporation’s Shares pursuant to the terms and conditions of the Underwriting Agreement, and in connection with the transactions contemplated therein, and this opinion may not be provided to or relied upon by any other person without our prior written consent. This opinion is limited to the matters expressly set forth above, and no opinion is implied or may be inferred beyond the matters expressly so stated. We render no opinion as to whether this opinion is sufficient for your purposes or any other particular purposes. This opinion is given as of the date hereof, and we assume no

April ___, 2007
Page 4

obligation to advise you of any future changes in the facts or law relating to the matters covered by this opinion.

Very truly yours,

PATTON BOGGS LLP

ANNEX IV

Form of Opinion of Selling Stockholders’ Counsel

     (i) To such counsel’s knowledge, after due inquiry, the Selling Stockholder is the holder of record of the certificates for the Shares and the Additional Shares to be sold by such Selling Stockholder.

     (ii) The Custody Agreement and Power of Attorney appointing the Company as the Custodian and each of Roger D. Linquist and J. Braxton Carter as such Selling Stockholder’s Attorney-In-Fact, with regard to the transactions contemplated by the Agreement and by the Registration Statement, are the valid and binding agreements of the Selling Stockholder (assuming the due authorization, execution and delivery thereof by such Selling Stockholder and the other parties thereto), enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws now or hereinafter in effect relating to or affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and except as rights to indemnification and contribution thereunder may be limited by federal or state securities laws or public policy relating thereto, and pursuant to such power of attorney, such Selling Stockholder has authorized such Attorney-In-Fact to execute and deliver on such Selling Stockholder’s behalf the Agreement and any other document necessary or desirable in connection with the transactions contemplated hereby and to deliver the Shares and the Additional Shares to be sold by such Selling Stockholder pursuant to the Agreement.

     (iii) Assuming that each Underwriter acquires a securities entitlement (within the meaning of Sections 8-102(a)(17) and 8-501 of the Uniform Commercial Code (the “UCC”)) in the Shares and the Additional Shares transferred by each Selling Stockholder by having such Shares and such Additional Shares credited to the securities account or accounts of such Underwriter maintained with The Depository Trust Company or another securities intermediary, and makes payment for such Shares and such Additional Shares as provided in the Underwriting Agreement, in each case without notice of any adverse claim (within the meaning of Sections 8-105 and 8-502 of the UCC), no action based on an adverse claim (within the meaning of Section 8-102 of the UCC) may be asserted against such Underwriter with respect to such Shares and such Additional Shares.

     In rendering such opinion, such counsel may (A) rely as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to Underwriters’ Counsel) of other counsel reasonably acceptable to Underwriters’ Counsel, familiar with the applicable laws; (B) rely as to matters of fact, to the extent they deem proper, on certificates of the Selling Stockholders provided that copies of any such statements or certificates shall be delivered to Underwriters’ Counsel; and (C) stipulate other qualifications, assumptions and exceptions as are customary for opinions of counsel to selling stockholders given to underwriters in the context of a public offering, including assuming the genuineness of all signatures on the documents delivered to or examined by such counsel. The opinion of such counsel shall state that the opinion of any such other counsel is in form satisfactory to such counsel and, in their opinion, you and they are justified in relying thereon.

ANNEX V

Form of Opinion of Counsel for M/C Venture Partners, et al

     1. Each of the Custody Agreements and the Powers of Attorney has been duly authorized by all necessary organizational action of the M/C Selling Stockholders, and each of the Custody Agreements and the Powers of Attorney has been duly executed and delivered by the M/C Selling Stockholders and is the legal, valid and binding agreement of the M/C Selling Stockholders enforceable against the M/C Selling Stockholders in accordance with their respective terms.

     2. Each of the M/C Selling Stockholders has all requisite limited liability company or limited partnership power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Custody Agreements and the Powers of Attorney and to consummate the transactions contemplated thereby, including, without limitation, the limited liability company or limited partnership power and authority to sell and deliver the Shares to be sold by such M/C Selling Stockholders pursuant to the Underwriting Agreement.

     3. The Underwriting Agreement has been duly authorized, and provided execution and delivery of the Underwriting Agreement on behalf of each of the M/C Selling Stockholders by the Attorneys-in-Fact was in conformity with the powers granted to such Attorneys-in-Fact pursuant to the Powers of Attorney, the Underwriting Agreement has been duly executed and delivered on behalf of each of the M/C Selling Stockholders.

     4. Assuming that the Underwriters take possession in the State of New York of the “security certificate” (as defined in Section 8-102(a)(16) of the New York Uniform Commercial Code (the “New York UCC”)) representing the Shares to be sold by each of the M/C Selling Stockholders pursuant to the Underwriting Agreement for value and without “notice” (within the meaning of Section 8-105 of the New York UCC) of any “adverse claim” (as defined in Section 8-102(a)(1) of the New York UCC) to such Shares, and certificates representing such Shares are endorsed to the Underwriters by an “effective indorsement” (within the meaning of Section 8-107 of the New York UCC), then the Underwriters will acquire such Shares from each of the M/C Selling Stockholders free of any “adverse claim.”

     5. M/C Investors is validly existing as a limited liability company under the laws of the Commonwealth of Massachusetts. Each of M/C IV, M/C V, and Chestnut is validly existing as a limited partnership under the laws of the State of Delaware.

     6. Each Attorney-in-Fact has been duly authorized by each of the M/C Selling Stockholders to deliver the Shares on behalf of each of the M/C Selling Stockholders in accordance with the terms of the Underwriting Agreement.

     7. The execution, delivery and performance of the Underwriting Agreement, the Power of Attorney and the Custody Agreement by the M/C Selling Stockholders and consummation of the other transactions contemplated therein by the M/C Selling Stockholders will not result in any violation of the provisions of the certificate of formation, operating agreement, certificate of partnership or partnership agreement, as applicable, of the M/C Selling Stockholders.

ANNEX VI

Form of Opinion of Counsel for
Madison Dearborn Capital Partners IV, L.P. and TA Associates, et al

[          ], 2007

Bear, Stearns & Co. Inc.
Banc of America Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated

c/o Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Attention: Equity Transactions Group

Re: MetroPCS Communications, Inc.

Ladies and Gentlemen:

We have acted as special counsel for the Selling Stockholders named in Schedule A hereto (the “Selling Stockholders”) in connection with the sale to the Underwriters (as defined below) by the Selling Stockholders of up to 12,500,000 shares (the “Shares”) of Common Stock of MetroPCS Communications, Inc., a Delaware corporation (the “Company”), par value $0.0001 per share. We are furnishing this opinion letter to you and the Underwriters listed on Schedule I to the Underwriting Agreement, for whom you are acting as Representative (the “Underwriters”), pursuant to the introductory section of the Underwriting Agreement, dated as of [DATE], 2007 (the “Underwriting Agreement”), among the Company, the Underwriters, the Selling Stockholders and certain other selling stockholders. Capitalized terms that are defined in the Underwriting Agreement and not otherwise defined in this opinion letter are used in this opinion letter as they are defined in the Underwriting Agreement.

We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on representations made in the Underwriting Agreement, and certificates and other inquiries of the Selling Stockholders.

The opinions set forth below are limited to New York law, Massachusetts law, the Delaware General Corporation Law and the federal law of the United States. Without limiting the generality of the foregoing, we express no opinion with respect to (i) state securities or “Blue Sky” laws, (ii) state or federal antifraud laws, or (iii) laws of any foreign jurisdiction.

Based upon the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that:

     1. The Underwriting Agreement, the Power of Attorney, dated as of [DATE], 2007, executed by each Selling Stockholder (the “Power of Attorney”), and the Custody Agreement,

dated as of [DATE], 2007, by and among the Company, as custodian, and the Selling Stockholders (the “Custody Agreement”), have been duly executed and delivered by or on behalf of each Selling Stockholder, and the Power of Attorney and the Custody Agreement constitute valid and binding agreements of each Selling Stockholder, enforceable against such Selling Stockholder in accordance with their terms.

     2. As of the time immediately preceding the time of delivery of the Shares to be sold to the Underwriters, each Selling Stockholder that is not a natural person had the power to enter into the Underwriting Agreement, the Power of Attorney and the Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder pursuant thereto.

     3. The sale of the Shares and the execution, delivery and performance of the Underwriting Agreement, the Power of Attorney and the Custody Agreement by each Selling Stockholder do not: (a) require any consent, approval, license or exemption by, order or authorization of, or filing, recording or registration by such Selling Stockholder with, any New York or federal governmental authority, except such as have been made or obtained under the Securities Act, (b) violate the provisions of the organizational documents of such Selling Stockholder identified on Schedule B to this opinion letter, or the Delaware Revised Uniform Limited Partnership Act, any New York or federal statute, rule or regulation and (c) with respect to each Selling Stockholder, will not result in a breach of, or constitute a default under, any of the agreements listed on Schedule C to this opinion letter to which such Selling Stockholder is a party.

     4. Assuming that each Underwriter acquires a securities entitlement (within the meaning of Sections 8-102(a)(17) and 8-501 of the Uniform Commercial Code (the “UCC”)) in the Shares transferred by each Selling Stockholder by having such Shares credited to the securities account or accounts of such Underwriter maintained with The Depository Trust Company or another securities intermediary, and makes payment for such Shares as provided in the Underwriting Agreement, in each case without notice of any adverse claim (within the meaning of Sections 8-105 and 8-502 of the UCC), no action based on an adverse claim (within the meaning of Section 8-102 of the UCC) may be asserted against such Underwriter with respect to such Shares.

The opinions expressed above are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.

This opinion letter and the opinions it contains shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section as published in 53 Business Lawyer 831 (May 1998).

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This opinion letter is being furnished by us solely for the benefit of the several Underwriters as underwriters in connection with the sale to them of the Shares, and neither it nor the opinions it contains may be relied upon for any other purpose or by anyone else.

Very truly yours,

GOODWIN PROCTER LLP

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SCHEDULE A

Selling Stockholders

TA IX, L.P.
TA Atlantic and Pacific V, L.P.
TA/Atlantic and Pacific IV, L.P.
TA Strategic Partners Fund A, L.P.
TA Strategic Partners Fund B, L.P.
TA Investors II, L.P.
Madison Dearborn Capital Partners IV, L.P.

4

SCHEDULE B

Selling Stockholder Organizational Documents

TA IX, L.P., a Delaware limited partnership	Limited Partnership Agreement between TA Associates IX LLC, a Delaware limited liability company, as general partner, C. Kevin Landry, P. Andrew McLane and Jeffrey T. Chambers, as Special Limited Partners, and those person listed on Exhibit A thereto (as amended from time to time), as Limited Partners, dated July 11, 2000
TA Atlantic and Pacific V, L.P.	Limited Partnership Agreement between TA Associates AP V, L.P., a Delaware limited partnership, as general partner, and those persons and entities listed in Exhibit A thereto (as amended from time to time), as Limited Partners dated
TA/Atlantic and Pacific IV L.P., a Delaware limited partnership	Limited Partnership Agreement between TA Associates AP IV L.P., a Delaware limited partnership, as general partner, and those persons and entities listed on Exhibit A thereto (as amended from time to time), as Limited Partners, dated June 9, 1999
TA Strategic Partners Fund A, L.P., a Delaware limited partnership	Limited Partnership Agreement between TA Associates SPF, L.P., a Delaware limited partnership, as general partner, and those persons and entities listed on Exhibit A thereto (as amended from time to time), as Limited Partners, dated June 28, 2002
TA Strategic Partners Fund B L.P., a Delaware limited partnership	Limited Partnership Agreement between TA Associates SPF, L.P., a Delaware limited partnership, as general partner, and those persons and entities listed on Exhibit A thereto (as amended from time to time), as Limited Partners, dated June 28, 2002
TA Investors II, L.P., a Delaware limited partnership	Limited Partnership Agreement between TA Associates, Inc., a Delaware corporation, as the general partner, and the undersigned limited partners who are all associated with the firm of TA Associates, Inc., dated May 21, 2004
Madison Dearborn Capital Partners IV, L.P.	[TO COME]

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SCHEDULE C

Selling Stockholders’ Agreements

Stock Purchase Agreement dated August 30, 2005 by and among MetroPCS Communications, Inc., TA IX L.P., TA Atlantic and Pacific V, L.P., TA/Atlantic and Pacific IV L.P., TA Strategic Partners Fund A L.P., TA Strategic Partners Fund B L.P., TA Investors II, L.P., and Madison Dearborn Capital Partners IV, L.P.

Second Amended and Restated Stockholders Agreement dated August 30, 2005 by and among, inter alia, MetroPCS Communications, Inc., TA IX L.P., TA Atlantic and Pacific V L.P., TA/Atlantic and Pacific IV L.P., TA Strategic Partners Fund A L.P., TA Strategic Partners Fund B L.P., TA Investors II, L.P., and Madison Dearborn Capital Partners IV, L.P.

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ANNEX VII

Form of Officers’ Certificate

     The undersigned, Roger D. Linquist, President and Chief Executive Officer of MetroPCS Communications, Inc., a Delaware corporation (the “Company”), and J. Braxton Carter, Senior Vice President and Chief Financial Officer of the Company, in their capacities as officers of the Company and not in any individual capacity, do hereby certify on behalf of and with respect to the Company pursuant to Section 7(i) of the Underwriting Agreement, dated as of                      (the “Underwriting Agreement”), among the Company, the Selling Stockholders named in Schedule II thereto and the several underwriters named in Schedule I thereto (the “Underwriters”), as follows (capitalized terms used herein without definition have the meanings ascribed to them in the Underwriting Agreement):

     As of                     , and as of the date hereof, the representations and warranties of the Company set forth in Section 1 of the Underwriting Agreement are true and correct;

     The Company has performed all of its obligations under the Underwriting Agreement to be performed at or prior to the date hereof;

     The Prospectus has been filed with the Commission in a timely fashion in accordance with Section 5(a)(1) of the Underwriting Agreement; no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto and no stop order suspending or preventing the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus or the Prospectus, has been issued by the Commission and no proceedings therefor have been initiated or to our knowledge threatened by the Commission; all requests for additional information on the part of the Commission have been complied with to the Lead Managers’ reasonable satisfaction; the Rule 462(b) Registration Statement has become effective by 10:00 p.m. (Washington, D.C. time) on                     ; and all necessary regulatory or stock exchange approvals have been received except in each case as would not reasonably be expected to have a Material Adverse Effect;

     Neither the Company, the Subsidiaries, nor to the Company’s knowledge after due inquiry, Royal Street has sustained, since the date of the latest audited financial statements included in the Pricing Prospectus, any material loss or interference with its business or properties from fire, explosion, flood, hurricane, accident or other calamity, or from any labor dispute or any legal or governmental proceeding that would be material to the Company, the Subsidiaries and Royal Street, taken as a whole, other than as set forth in the Pricing Prospectus (exclusive of any supplement thereto); and subsequent to the dates as of which information is given in the Registration Statement (exclusive of any amendment thereto subsequent to the date hereof) or the Pricing Prospectus (exclusive of any supplement thereto), there has not been any material change in the capital stock or long-term debt or material increase in the short-term debt of the Company or any Subsidiary or any material adverse change, whether or not arising from transactions in the ordinary course of business, in the business, financial condition, results of operations or properties of the Company, Royal Street and the Subsidiaries, taken as a whole.

     On or after the Applicable Time, (i) no downgrading has occurred in the rating accorded the Company’s financial strength or claims paying ability by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization has publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Company’s financial strength or claims paying ability.

     Latham & Watkins LLP and Baker Botts LLP are entitled to rely on this certificate in connection with opinions such firms are rendering pursuant to the Underwriting Agreement.

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ANNEX VIII

Form of Deloitte & Touche LLP Comfort Letter

ANNEX IX

Form of Lock-Up Agreement

ANNEX X

Issuer Free Writing Prospectuses included in the Pricing Disclosure Package

EX-4.2

Exhibit 4.2 

METROPCS COMMUNICATIONS, INC.

and

AMERICAN STOCK TRANSFER & TRUST COMPANY,

Rights Agent

Rights Agreement

Dated as of March 29, 2007

TABLE OF CONTENTS

Section 1. Certain Definitions	1
Section 2. Appointment of Rights Agent	8
Section 3. Issue of Rights Certificates	8
Section 4. Form of Rights Certificates	9
Section 5. Countersignature and Registration	10
Section 6. Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates	10
Section 7. Exercise of Rights; Purchase Price	11
Section 8. Cancellation and Destruction of Rights Certificates	13
Section 9. Reservation and Availability of Capital Stock	13
Section 10. Preferred Stock Record Date	15
Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights	15
Section 12. Certificate of Adjusted Purchase Price or Number of Shares	22
Section 13. Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power	23
Section 14. Fractional Rights and Fractional Shares	25
Section 15. Rights of Action	26
Section 16. Agreement of Rights Holders	27
Section 17. Rights Certificate Holder Not Deemed a Stockholder	27
Section 18. Concerning the Rights Agent	28
Section 19. Merger or Consolidation or Change of Name of Rights Agent	28
Section 20. Duties of Rights Agent	29
Section 21. Change of Rights Agent	30
Section 22. Issuance of New Rights Certificates	31
Section 23. Redemption and Termination	32
Section 24. Exchange	33
Section 25. Notice of Certain Events	34
Section 26. Notices	35
Section 27. Supplements and Amendments	35
Section 28. Successors	36
Section 29. Determinations and Actions by the Board of Directors, etc	36

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Section 30. Benefits of this Agreement	36
Section 31. Severability	36
Section 32. Governing Law	37
Section 33. Counterparts	37
Section 34. Descriptive Headings	37

Exhibit A — Form of Certificate of Designations of Series A Junior Participating Preferred Stock

Exhibit B — Form of Rights Certificate

Exhibit C — Summary of Rights

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RIGHTS AGREEMENT

          This Rights Agreement, dated as of March 29, 2007 (the “Agreement”), between MetroPCS Communications, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”),

W I T N E S S E T H:

          WHEREAS, on March 27, 2007 (the “Rights Dividend Declaration Date”), the Board of Directors of the Company authorized and declared a dividend of one Right for each share of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) outstanding at the close of business on March 27, 2007 (the “Record Date”), and has authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof) for each share of Common Stock of the Company issued (whether originally issued or delivered from the Company’s treasury) between the Record Date and the earlier of the Distribution Date (as hereinafter defined) and the Expiration Date (as hereinafter defined), and, in certain circumstances provided for in Section 22 hereof, after the Distribution Date, each Right initially representing the right to purchase one Fractional Share (as hereinafter defined) of Series A Junior Participating Preferred Stock of the Company, upon the terms and subject to the conditions hereinafter set forth (the “Rights”);

          NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

          Section 1. Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated:

          “Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, but shall not include any Exempt Person; provided, however, that a Person shall not be or become an Acquiring Person if such Person, together with its Affiliates and Associates, shall become the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding solely as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of Common Stock by the Company, unless and until such time as such Person together with its Affiliates and Associates shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock shall become an Affiliate or Associate of such Person, unless, in either such case, such Person, together with all Affiliates and Associates of such Person, is not then the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding; and provided, further, that if the Board of Directors, with the concurrence of a majority of the members of the Board of Directors who are not, and are not representatives, nominees, Affiliates or Associates of, such Person or an Acquiring Person, determines in good faith that a Person that would otherwise be an “Acquiring Person” has become such inadvertently (including, without limitation, because (i) such Person was unaware that it beneficially owned a percentage of Common Stock that would otherwise cause such Person to be an “Acquiring

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Person” or (ii) such Person was aware of the extent of its Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and without any intention of changing control of the Company, and if such Person as promptly as practicable divested or divests itself of Beneficial Ownership of a sufficient number of shares of Common Stock so that such Person would no longer be an “Acquiring Person,” then such Person shall not be deemed to be or to have become an “Acquiring Person” for any purposes of this Agreement.

          Notwithstanding anything in this definition of “Acquiring Person” to the contrary, if, as of the date hereof, any Person, together with all Affiliates or Associates of such Person, is the Beneficial Owner of a number of shares of Common Stock that would otherwise cause such Person to be an Acquiring Person, such Person shall not be or become an Acquiring Person unless and until such time as such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock shall become an Affiliate or Associate of such Person unless, in either such case, such Person, together with all Affiliates and Associates of such Person, is not then the Beneficial Owner of a number of shares that would otherwise cause such Person to be an Acquiring Person.

          At any time that the Rights are redeemable, the Board of Directors may, generally or with respect to any specified Person or Persons, determine to increase to a specified percentage or amount greater than that set forth herein or decrease to a specified percentage or amount lower than that set forth herein or determine a number of shares to be (but in no event less than or equal to the percentage or number of shares of Common Stock then beneficially owned by such Person), the level of Beneficial Ownership of Common Stock at which a Person or such Person or Persons becomes an Acquiring Person.

          “Adjustment Shares” shall have the meaning set forth in Section 11(a)(ii) hereof.

          “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on the date of this Agreement.

          “Associate” shall mean, with reference to any Person, (1) any corporation, firm, partnership, limited liability company, association, unincorporated organization or other entity (other than the Company or a Subsidiary of the Company) of which such Person is an officer or general partner (or officer or general partner of a general partner) or is, directly or indirectly, the Beneficial Owner of 10% or more of any class of equity securities, (2) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity and (3) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person.

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          A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “beneficially own,” any securities:

     (i) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, is the “beneficial owner” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement) or otherwise has the right to vote or dispose of, including pursuant to any agreement, arrangement or understanding (whether or not in writing); provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” any security under this subparagraph (i) as a result of an agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given in response to a public (i.e., not including a solicitation exempted by Rule 14a-2(b)(2) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement) proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act , (B) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report) and (C) does not constitute a trust, proxy, power of attorney or other device with the purpose or effect of allowing two or more persons, acting in concert, to avoid being deemed “beneficial owners” of such security or otherwise avoid the status of “Acquiring Person” under the terms of this Agreement or as part of a plan or scheme to evade the reporting requirements under Schedule 13D or Sections 13(d) or 13(g) of the Exchange Act;

     (ii) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right or obligation to acquire (whether such right or obligation is exercisable or effective immediately or only after the passage of time or the occurrence of an event) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, other rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” (A) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange, (B) securities issuable upon exercise of Rights at any time prior to the occurrence of a Triggering Event, or (C) securities issuable upon exercise of Rights from and after the occurrence of a Triggering Event which Rights were acquired by such Person or any of such Person’s Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof (the “Original Rights”) or pursuant to Section 11(i) or (p) hereof in connection with an adjustment made with respect to any Original Rights; or

     (iii) that are beneficially owned, directly or indirectly, by (A) any other Person (or any Affiliate or Associate thereof) with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy or consent as described in the proviso to subparagraph (i) of this definition) or disposing of any voting securities of the Company or (B) any group (as that term is used

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in Rule 13d-5(b) of the General Rules and Regulations under the Exchange Act, as in effect on the date of this Agreement) of which such Person is a member;

provided, however, that nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of, or to “beneficially own,” any securities acquired through such Person’s participation in good faith in a firm commitment underwriting (including, without limitation, securities acquired pursuant to stabilizing transactions to facilitate a public offering in accordance with Regulation M promulgated under the Exchange Act, or to cover overallotments created in connection with a public offering) until the expiration of forty days after the date of such acquisition; provided further, however, that no such Person shall be deemed to be an Acquiring Person as a result of such Person’s participation as an underwriter in the Company’s initial public offering. For purposes of this Agreement, “voting” a security shall include voting, granting a proxy, acting by consent, making a request or demand relating to corporate action (including, without limitation, calling a stockholder meeting), entering into a voting trust or voting agreement or otherwise giving an authorization (within the meaning of Section 14(a) of the Exchange Act, as in effect on the date of this Agreement) in respect of such security.

          “Business Day” shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

          “close of business” on any given date shall mean 5:00 p.m., New York, New York time, on such date; provided, however, that if such date is not a Business Day, it shall mean 5:00 p.m., New York, New York time, on the next succeeding Business Day.

          “Closing Price” of a security for any day shall mean the last sales price, regular way, on such day or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day, in either case as reported in the principal transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange, or, if such security is not listed or admitted to trading on the New York Stock Exchange, on the principal national securities exchange on which such security is listed or admitted to trading, or, if such security is not listed or admitted to trading on any national securities exchange but sales price information is reported for such security, as reported by such self-regulatory organization or registered securities information processor (as such terms are used under the Exchange Act) that then reports information concerning such security, or, if sales price information is not so reported, the average of the high bid and low asked prices in the over-the-counter market on such day, as reported by such entity, or, if on such day such security is not quoted by any such entity, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such security selected by the Board of Directors of the Company. If on such day no market maker is making a market in such security, the fair value of such security on such day as determined in good faith by the Board of Directors of the Company shall be used.

          “Common Stock” shall mean the common stock, par value $0.0001 per share, of the Company, except that “Common Stock” when used with reference to equity interests issued by any Person other than the Company shall mean the capital stock of such Person with the

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greatest voting power, or the equity securities or other equity interest having power to control or direct the management, of such Person.

          “Common Stock Equivalents” shall have the meaning set forth in Section 11(a)(iii) hereof.

          “Company” shall mean the Person named as the “Company” in the preamble of this Agreement until a successor Person shall have become such or until a Principal Party shall assume, and thereafter be liable for, all obligations and duties of the Company hereunder, pursuant to the applicable provisions of this Agreement, and thereafter “Company” shall mean such successor Person or Principal Party.

          “Current Market Price” shall have the meaning set forth in Section 11(d) hereof.

          “Current Value” shall have the meaning set forth in Section 11(a)(iii) hereof.

          “Distribution Date” shall mean the earlier of (i) the close of business on the tenth Business Day (or, if such Stock Acquisition Date results from the consummation of a Permitted Offer, such later date as may be determined by the Company’s Board of Directors as set forth below before the Distribution Date occurs) after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the close of business on the tenth Business Day (or such later date as may be determined by the Company’s Board of Directors as set forth below before the Distribution Date occurs) after the date that a tender offer or exchange offer by any Person (other than any Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act as then in effect, if upon consummation thereof, such Person would be an Acquiring Person, other than a tender or exchange offer that is determined before the Distribution Date occurs to be a Permitted Offer. The Board of Directors of the Company may, to the extent set forth in the preceding sentence, defer the date set forth in clause (i) or (ii) of the preceding sentence to a specified later date or to an unspecified later date to be determined by a subsequent action or event (but in no event to a date later than the close of business on the tenth Business Day after the first occurrence of a Triggering Event).

          “Equivalent Preferred Stock” shall have the meaning set forth in Section 11(b) hereof.

          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

          “Exchange Ratio” shall have the meaning set forth in Section 24 hereof.

          “Exempt Person” shall mean the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, and any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or any Subsidiary of the Company.

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          “Expiration Date” shall mean the earliest of (i) the Final Expiration Date, (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, (iii) the time at which the Rights expire pursuant to Section 13(d) hereof and (iv) the time at which all Rights then outstanding and exercisable are exchanged pursuant to Section 24 hereof.

          “Final Expiration Date” shall mean the close of business on March 27, 2017.

          “Flip-In Event” shall mean an event described in Section 11(a)(ii) hereof.

          “Flip-In Trigger Date” shall have the meaning set forth in Section 11(a)(iii) hereof.

          “Flip-Over Event” shall mean any event described in clause (x), (y) or (z) of Section 13(a) hereof, but excluding any transaction described in Section 13(d) hereof that causes the Rights to expire.

          “Fractional Share” with respect to the Preferred Stock shall mean one one-thousandth of a share of Preferred Stock.

          “Original Rights” shall have the meaning set forth in the definition of “Beneficial Owner.”

          “Permitted Offer” shall mean a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined, prior to the time the Person making the offer or any Affiliate or Associate thereof is an Acquiring Person, by at least a majority of the members of the Board of Directors who are not, and are not representatives, nominees, Affiliates or Associates of, an Acquiring Person or the person making the offer, after receiving advice from one or more investment banking firms, to be (a) at a price and on terms that are fair to stockholders (taking into account all factors that such members of the Board deem relevant including, without limitation, prices that could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders.

          “Person” shall mean any individual, firm, corporation, partnership, limited liability company, association, trust, unincorporated organization or other entity or any group of Persons acting in concert.

          “Preferred Stock” shall mean shares of Series A Junior Participating Preferred Stock, par value $0.0001 per share, of the Company having the rights, powers and preferences set forth in the form of Certificate of Designations attached hereto as Exhibit A and, to the extent that there is not a sufficient number of shares of Series A Junior Participating Preferred Stock authorized to permit the full exercise of the Rights, any other series of Preferred Stock, par value $0.0001 per share, of the Company designated for such purpose containing terms substantially similar to the terms of the Series A Junior Participating Preferred Stock.

          “Principal Party” shall have the meaning set forth in Section 13(b) hereof.

          “Purchase Price” shall have the meaning set forth in Section 4(a) hereof.

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          “Record Date” shall have the meaning set forth in the recitals clause at the beginning of this Agreement.

          “Redemption Price” shall have the meaning set forth in Section 23(a) hereof.

          “Rights” shall have the meaning set forth in the recitals clause at the beginning of this Agreement.

          “Rights Agent” shall mean the Person named as the “Rights Agent” in the preamble of this Agreement until a successor Rights Agent shall have become such pursuant to the applicable provisions hereof, and thereafter “Rights Agent” shall mean such successor Rights Agent. If at any time there is more than one Person appointed by the Company as Rights Agent pursuant to the applicable provisions of this Agreement, “Rights Agent” shall mean and include each such Person.

          “Rights Certificates” shall mean the certificates evidencing the Rights.

          “Rights Dividend Declaration Date” shall have the meaning set forth in the recitals clause at the beginning of this Agreement.

          “Securities Act” shall mean the Securities Act of 1933, as amended.

          “Spread” shall have the meaning set forth in Section 11(a)(iii) hereof.

          “Stock Acquisition Date” shall mean the first date of public announcement (which, for purposes of this definition and Section 23, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

          “Subsidiary” shall mean, with reference to any Person, any corporation or other Person of which an amount of voting securities sufficient to elect at least a majority of the directors or other persons performing similar functions is beneficially owned, directly or indirectly, by such Person, or otherwise controlled by such Person.

          “Substitution Period” shall have the meaning set forth in Section 11(a)(iii) hereof.

          “Summary of Rights” shall mean the Summary of Rights sent pursuant to Section 3(b) hereof.

          “Trading Day” with respect to a security shall mean a day on which the principal national securities exchange on which such security is listed or admitted to trading is open for the transaction of business, or, if such security is not listed or admitted to trading on any national securities exchange but is quoted by a self-regulatory organization or registered securities information processor (as such terms are used under the Exchange Act), a day on which such entity reports trades, or, if such security is not so quoted, a Business Day.

          “Triggering Event” shall mean any Flip-In Event or any Flip-Over Event.

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          Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent (i) to act as agent for the Company and (ii) to take certain actions in respect of the holders of the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution Date also be the holders of the Common Stock) (although it is expressly agreed that the Rights Agent shall not act as agent for such holders) in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such Co-Rights Agents as it may deem necessary or desirable.

          Section 3. Issue of Rights Certificates.

          (a) Until the Distribution Date, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more Rights Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

          (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C, by first-class, postage prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates for Common Stock together with the Summary of Rights, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any of the certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

          (c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or

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the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend:

     This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between MetroPCS Communications, Inc. (the “Company”) and American Stock Transfer & Trust Company (the “Rights Agent”) dated as of March 29, 2007 as it may from time to time be supplemented or amended (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable.

With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

          Section 4. Form of Rights Certificates.

          (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when, as and if issued, shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Fractional Shares of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the “Purchase Price”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

          (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by a Person described in the first sentence of

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Section 7(e), and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any such Rights, shall contain (to the extent feasible) the following legend, modified as applicable to apply to such Person:

The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby will have become null and void in the circumstances and with the effect specified in Section 7(e) of such Agreement.

The provisions of Section 7(e) of this Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate. The Company shall give notice to the Rights Agent promptly after it becomes aware of the existence of any Acquiring Person or any Associate or Affiliate thereof.

          Section 5. Countersignature and Registration.

          (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, any Vice President, or Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof, which shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

          (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates.

          Section 6. Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

          (a) Subject to the provisions of Section 4(b), Section 7(e), Section 13(d), Section 14 and Section 24 hereof, at any time after the close of business on the Distribution Date, and at or prior to the close of business on the Expiration Date, any Rights Certificate or Rights

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Certificates may be transferred, split up, combined or exchanged for another Rights Certificate or Rights Certificates, entitling the registered holder to purchase a like number of Fractional Shares of Preferred Stock (or, following a Triggering Event, Common Stock, other securities, cash or other assets, as the case may be) as the Rights Certificate or Rights Certificates surrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Rights Certificate or Rights Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Rights Certificate or Rights Certificates to be transferred, split up, combined or exchanged at the principal office or offices of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof or of the Affiliates or Associates thereof as the Company shall reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section 13(d), Section 14 and Section 24 hereof, countersign and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company may require payment by the holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split-up, combination or exchange of Rights Certificates.

          (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Rights Certificate if mutilated, the Company will, subject to Section 4(b), Section 7(e), Section 13(d), Section 14 and Section 24, execute and deliver a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

          Section 7. Exercise of Rights; Purchase Price.

          (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of Fractional Shares of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the Expiration Date.

          (b) The Purchase Price for each Fractional Share of Preferred Stock pursuant to the exercise of a Right shall initially be $66.67, and shall be subject to adjustment from time to

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time as provided in Sections 11 and 13(a) hereof and shall be payable in accordance with paragraph (c) below.

          (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate on the reverse side thereof duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price per Fractional Share of Preferred Stock (or other securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i)(A) requisition from any transfer agent of the shares of Preferred Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of Fractional Shares of Preferred Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit the shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of Fractional Shares of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder and (iv) after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) may be made in cash or by certified check, cashier’s or official bank check or bank draft payable to the order of the Company or the Rights Agent. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) or Section 13(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued.

          (d) In case the registered holder of any Rights Certificate shall exercise fewer than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof.

          (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Triggering Event, any Rights beneficially owned by or transferred to (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person other than any such Person that became such pursuant to a Permitted Offer and the Board of Directors in good faith determines was not involved in and did not cause or facilitate, directly or indirectly, such Triggering Event, (ii) a direct or indirect transferee of such Rights from such Acquiring Person (or any such Associate or Affiliate) who becomes a transferee after such Triggering Event or

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(iii) a direct or indirect transferee of such Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with such Triggering Event and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from such Acquiring Person (or such Affiliate or Associate) to holders of equity interests in such Acquiring Person (or such Affiliate or Associate) or to any Person with whom such Acquiring Person (or such Affiliate or Associate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer that the Board of Directors of the Company determines is part of a plan, arrangement or understanding that has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise, and such Rights shall not be transferable. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder.

          (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

          Section 8. Cancellation and Destruction of Rights Certificates. All Rights Certificates surrendered for the purpose of exercise, transfer, split-up, combination or exchange shall, if surrendered to the Company or any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Rights Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Rights Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all canceled Rights Certificates to the Company, or shall, at the written request of the Company, destroy such canceled Rights Certificates, and in such case shall deliver a certificate of destruction thereof to the Company.

          Section 9. Reservation and Availability of Capital Stock.

          (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares, or out of its authorized and issued shares held in its treasury, the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

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          (b) So long as any shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights are listed on any national securities exchange or quoted on any trading system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange, or quoted on such system, upon official notice of issuance upon such exercise. Following the occurrence of a Triggering Event, the Company will use its best efforts to list (or continue the listing of) the Rights and the securities issuable and deliverable upon the exercise of the Rights on one or more national securities exchanges or to cause the Rights and the securities purchasable upon exercise of the Rights to be reported by such transaction reporting system then in use.

          (c) The Company shall use its best efforts to (i) prepare and file, as soon as practicable following the first occurrence of a Flip-In Event or, if applicable, as soon as practicable following the earliest date after the first occurrence of a Flip-In Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined pursuant to this Agreement (including in accordance with Section 11(a)(iii) hereof), a registration statement on an appropriate form under the Securities Act with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective upon filing or as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or “blue sky” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In addition, if the Company shall determine that the Securities Act requires an effective registration statement under the Securities Act following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as such a registration statement has been declared or becomes effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or any required registration statement shall not have been declared effective.

          (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Fractional Shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable.

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          (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for a number of Fractional Shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or the issuance or delivery of a number of Fractional Shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for a number of Fractional Shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s satisfaction that no such tax is due.

          Section 10. Preferred Stock Record Date. Each Person in whose name any certificate for a number of Fractional Shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such shares (fractional or otherwise) of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was received; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate, as such, shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

          Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights. The Purchase Price, the number and kind of shares or other securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

     (a) (i) In the event the Company shall at any time after the Rights Dividend Declaration Date (A) declare a dividend on the outstanding shares of Preferred Stock payable in shares of Preferred Stock, (B) subdivide the outstanding shares of Preferred Stock, (C) combine the outstanding shares of Preferred Stock into a smaller number of shares or (D) otherwise reclassify the outstanding shares of Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Purchase Price in effect at the

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time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock or other securities, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of Preferred Stock or capital stock or other securities, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If an event occurs that would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.

     (ii) Subject to Sections 23 and 24 of this Agreement, in the event any Person shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is (1) a Flip-Over Event or (2) an acquisition of shares of Common Stock pursuant to a Permitted Offer (provided that this clause (2) shall cease to apply if such Acquiring Person thereafter becomes the Beneficial Owner of any additional shares of Common Stock other than pursuant to such Permitted Offer or a transaction set forth in Section 13(a) or 13(d) hereof), then, (x) the Purchase Price shall be adjusted to be the Purchase Price immediately prior to the first occurrence of a Flip-In Event multiplied by the number of Fractional Shares of Preferred Stock for which a Right was exercisable immediately prior to such first occurrence and (y) each holder of a Right (except as provided below in Section 11(a)(iii) and in Section 7(e) hereof) shall thereafter have the right to receive, upon exercise thereof at a price equal to the Purchase Price in accordance with the terms of this Agreement, in lieu of the shares of Preferred Stock otherwise purchasable thereunder, such number of shares of Common Stock of the Company as shall equal the result obtained by dividing the Purchase Price by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares, the “Adjustment Shares”); provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence.

     (iii) In the event that the number of shares of Common Stock that are authorized by the Company’s certificate of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall, to the extent permitted by applicable law and regulation, (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (computed using the Current Market Price used to determine the number of Adjustment Shares) (the “Current Value”) over (2) the Purchase Price (such excess is herein referred to as the “Spread”), and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon the exercise of the Rights and payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including,

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without limitation, shares, or units of shares, of preferred stock (including, without limitation, the Preferred Stock) that the Board of Directors of the Company has determined to have the same value as shares of Common Stock (such shares of preferred stock are herein referred to as “Common Stock Equivalents”)), (4) debt securities of the Company, (5) other assets or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 calendar days following the later of (x) the first occurrence of a Flip-In Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “Flip-In Trigger Date”), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 90 calendar days after the Flip-In Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, the “Substitution Period”). To the extent that the Company or the Board of Directors determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-In Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

          (b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them to subscribe for or purchase (for a period expiring within 45 calendar days after such record date) Preferred Stock (or shares having substantially the same rights, privileges and preferences as the shares of Preferred Stock (“Equivalent Preferred Stock”)) or securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or per share of Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price per share of Preferred Stock on such record

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date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock that the aggregate offering price of the total number of shares of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed.

          (c) In case the Company shall fix a record date for a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash (other than a regular quarterly cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price per share of Preferred Stock on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to a share of Preferred Stock and the denominator of which shall be such Current Market Price per share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Purchase Price shall be adjusted to be the Purchase Price that would have been in effect if such record date had not been fixed.

          (d) (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii) hereof, the “Current Market Price” per share of Common Stock of a Person on any date shall be deemed to be the average of the daily Closing Prices per share of such Common Stock for the 30 consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the “Current Market Price” per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices per share of such Common Stock for the 10 consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of Common Stock is determined during a period following the announcement of (A) a dividend or distribution on such Common Stock other than a regular quarterly cash dividend or the dividend of the Rights, or (B) any subdivision, combination or

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reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, shall not have occurred prior to the commencement of the requisite 30 Trading Day or 10 Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. If the Common Stock is not publicly held or not so listed or traded, “Current Market Price” per share shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

          (ii) For the purpose of any computation hereunder, the “Current Market Price” per share (or Fractional Share) of Preferred Stock shall be determined in the same manner as set forth above for the Common Stock in clause (i) of this Section 11(d) (other than the last sentence thereof). If the Current Market Price per share (or Fractional Share) of Preferred Stock cannot be determined in the manner provided above or if the Preferred Stock is not publicly held or listed or traded in a manner described in clause (i) of this Section 11(d), the Current Market Price per share of Preferred Stock shall be conclusively deemed to be an amount equal to 1,000 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock occurring after the date of this Agreement) multiplied by the Current Market Price per share of the Common Stock. If neither the Common Stock nor the Preferred Stock is publicly held or so listed or traded, Current Market Price per share of the Preferred Stock shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For all purposes of this Agreement, the Current Market Price of a Fractional Share of Preferred Stock shall be equal to the Current Market Price of one share of Preferred Stock divided by 1,000.

          (e) Anything herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price; provided, however, that any adjustments that by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or to the nearest ten-thousandth of a Fractional Share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three years from the date of the transaction which mandates such adjustment or (ii) the Expiration Date.

          (f) If as a result of an adjustment made pursuant to Section 11(a) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive in respect of such Right any shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (f), (g), (h), (i), (j), (k) and (m) hereof, and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares.

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          (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of Fractional Shares of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

          (h) Unless the Company shall have exercised its election as provided in Section 11(i) hereof, upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c) hereof, each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of Fractional Shares of Preferred Stock (calculated to the nearest one ten-thousandth of a Fractional Share) obtained by (i) multiplying (x) the number of Fractional Shares of Preferred Stock covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.

          (i) The Company may elect, on or after the date of any adjustment of the Purchase Price, to adjust the number of Rights in lieu of any adjustment in the number of Fractional Shares of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of Fractional Shares of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Rights Certificates on the record date specified in the public announcement.

          (j) Irrespective of any adjustment or change in the Purchase Price or the number of Fractional Shares of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per Fractional Share and the number of Fractional Shares that were expressed in the initial Rights Certificates issued hereunder.

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          (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value, if any, or the stated capital of the number of Fractional Shares of Preferred Stock or of the number of shares of Common Stock or other securities issuable upon exercise of a Right, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of Fractional Shares of Preferred Stock or such number of shares of Common Stock or other securities at such adjusted Purchase Price.

          (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date the number of Fractional Shares of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of Fractional Shares of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares (fractional or otherwise) or securities upon the occurrence of the event requiring such adjustment.

          (m) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that in their good faith judgment the Board of Directors of the Company shall determine to be advisable in order that any (i) consolidation or subdivision of the Preferred Stock, (ii) issuance wholly for cash of any shares of Preferred Stock at less than the current market price, (iii) issuance wholly for cash of shares of Preferred Stock or securities that by their terms are convertible into or exchangeable for shares of Preferred Stock, (iv) stock dividends or (v) issuance of rights, options or warrants referred to in this Section 11 hereafter made by the Company to holders of its Preferred Stock shall not be taxable to such stockholders.

          (n) The Company covenants and agrees that it shall not, at any time that there is an Acquiring Person, (i) consolidate with any other Person, (ii) merge with or into any other Person or (iii) sell, lease or transfer (or permit one or more Subsidiaries to sell, lease or transfer), in one transaction or a series of related transactions, assets, earning power or cash flow aggregating more than 50% of the assets, earning power or cash flow of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons, if (x) at the time of or immediately after such consolidation, merger, sale, lease or transfer there are any rights, warrants or other instruments or securities of the Company or any other Person outstanding or agreements, arrangements or understandings in effect that would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights, (y) prior to, simultaneously with or immediately after such consolidation, merger, sale, lease or transfer, the stockholders or other equity owners of the Person who constitutes, or would constitute, the “Principal Party” for purposes of Section 13(a) hereof shall have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates, or (z) the identity, form or nature of organization of the Principal Party (including, without limitation, the selection of the Person that will be the Principal Party as a result of the Company’s entering into one or more consolidations, mergers, sales, leases or transfers with more than one party) would preclude or

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limit the exercise of Rights or otherwise diminish substantially or eliminate the benefits intended to be afforded by the Rights.

          (o) The Company covenants and agrees that, after the Distribution Date, it will not, except as permitted by Section 23, Section 24 or Section 27 hereof, take (or permit any Subsidiary to take) any action if the purpose of such action is to, or if at the time such action is taken it is reasonably foreseeable that such action will, diminish substantially or eliminate the benefits intended to be afforded by the Rights.

          (p) Notwithstanding Section 3(c) hereof or any other provision of this Agreement to the contrary, in the event that the Company shall at any time after the Rights Dividend Declaration Date and prior to the Distribution Date (i) declare a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, (iii) combine the outstanding shares of Common Stock into a smaller number of shares or (iv) otherwise reclassify the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), the number of Rights associated with each share of Common Stock then outstanding, or issued or delivered thereafter with Rights, shall be proportionately adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event shall equal the result obtained by multiplying the number of Rights associated with each share of Common Stock immediately prior to such event by a fraction (the “Adjustment Fraction”), the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event and the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such event. In lieu of such adjustment in the number of Rights associated with one share of Common Stock, the Company may elect to adjust the number of Fractional Shares of Preferred Stock purchasable, and the amount payable. upon the exercise of one Right. If the Company makes such election, the number of Rights associated with one share of Common Stock shall remain unchanged, and the number of Fractional Shares of Preferred Stock purchasable upon exercise of one Right and the portion of the Purchase Price payable upon exercise of one Right shall be proportionately adjusted so that (i) the number of Fractional Shares of Preferred Stock purchasable upon exercise of a Right following such adjustment shall equal the product of the number of Fractional Shares of Preferred Stock purchasable upon exercise of a Right immediately prior to such adjustment multiplied by the Adjustment Fraction and (ii) the Purchase Price per Fractional Share of Preferred Stock following such adjustment shall remain unchanged, with the effect that the amount payable to exercise each Right will be changed to be equal the product of the Purchase Price immediately prior to such adjustment multiplied by the Adjustment Fraction.

          Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Rights Certificate (or, if prior to the Distribution Date, to each registered holder of a certificate representing shares of Common

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Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

          Section 13. Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power.

          (a) In the event that, from and after the time an Acquiring Person has become such, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger, and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property, or (z) the Company shall sell, lease or otherwise transfer (or one or more of its Subsidiaries shall sell, lease or otherwise transfer), in one transaction or a series of related transactions, assets, cash flow or earning power aggregating more than 50% of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any wholly owned Subsidiary of the Company or any combination thereof in one or more transactions each of which complies (and all of which together comply) with Section 11(o) hereof), then, and in each such case (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: (i) the Purchase Price shall be adjusted to be the Purchase Price immediately prior to the first occurrence of a Triggering Event multiplied by the number of Fractional Shares of Preferred Stock for which a Right was exercisable immediately prior to such first occurrence; (ii) on and after the Distribution Date, each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price in accordance with the terms of this Agreement, in lieu of shares of Preferred Stock or Common Stock of the Company, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing the Purchase Price by 50% of the Current Market Price per share of the Common Stock of such Principal Party on the date of consummation of such Flip-Over Event; provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence of a Triggering Event or after the date of such Flip-Over Event, as applicable; (iii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Flip-Over Event, all the obligations and duties of the Company pursuant to this Agreement; (iv) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Flip-Over Event; (v) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (vi) the provisions of Section 11(a)(ii) hereof shall be of no effect following the occurrence of any Flip-Over Event.

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     (b) “Principal Party” shall mean

     (i) in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a), (A) the Person that is the issuer of any securities into which shares of Common Stock of the Company are converted in such merger or consolidation, or, if there is more than one such issuer, the issuer the Common Stock of which has the greatest aggregate market value, or (B) if no securities are so issued, (x) the Person that survives such consolidation or is the other party to the merger and survives such merger, or, if there is more than one such Person, the Person the Common Stock of which has the greatest aggregate market value or (y) if the Person that is the other party to the merger does not survive the merger, the Person that does survive the merger (including the Company if it survives); and

     (ii) in the case of any transaction described in clause (z) of the first sentence of Section 13(a), the Person that is the party receiving the greatest portion of the assets, cash flow or earning power transferred pursuant to such transaction or transactions, or, if each Person that is a party to such transaction or transactions receives the same portion of the assets, cash flow or earning power so transferred, or if the Person receiving the greatest portion of the assets, cash flow or earning power cannot be determined, the Person the Common Stock of which has the greatest aggregate market value;

provided, however, that in any such case, if the Common Stock of such Person is not at such time and has not been continuously over the preceding twelve-month period registered under Section 12 of the Exchange Act, and if (1) such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is and has been so registered, “Principal Party” shall refer to such other Person; (2) such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stocks of all of which are and have been so registered, “Principal Party” shall refer to whichever of such Persons is the issuer of the Common Stock having the greatest aggregate market value; and (3) such Person is owned, directly or indirectly, by a joint venture formed by two or more Persons that are not owned, directly or indirectly, by the same Person, the rules set forth in (1) and (2) above shall apply to each of the chains of ownership having an interest in such joint venture as if such party were a “Subsidiary” of both or all of such joint venturers and the Principal Parties in each such chain shall bear the obligations set forth in this Section 13 in the same ratio as their direct or indirect interests in such Person bear to the total of such interests.

          (c) The Company shall not consummate any Flip-Over Event unless each Principal Party (or Person that may become a Principal Party as a result of such Flip-Over Event) shall have a sufficient number of authorized shares of its Common Stock that have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and each such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date of such Flip-Over Event, the Principal Party at its own expense will

     (i) prepare and file a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an

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appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing, but in no event later than 90 calendar days and (B) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date;

     (ii) use its best efforts to qualify or register the Rights and the securities purchasable upon exercise of the Rights under the “blue sky” laws of such jurisdictions as may be necessary or appropriate as soon as practicable after the Flip-Over Event, but in no event later than 90 calendar days;

     (iii) use its best efforts, if the Common Stock of the Principal Party is or shall become listed on a national securities exchange, to list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on such securities exchange as soon as practicable after the Flip-Over Event, but in no event later than 90 calendar days and, if the Common Stock of the Principal Party shall not be listed on a national securities exchange, to cause the Rights and the securities purchasable upon exercise of the Rights to be reported by such transaction reporting system then in use as soon as practicable after the Flip-Over Event, but in no event later than 90 calendar days; and

     (iv) deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates that comply in all respects with the requirements for registration on Form 10 under the Exchange Act.

The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Flip-Over Event shall occur at any time after the occurrence of a Flip-In Event, the Rights that have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a).

          (d) Notwithstanding anything in this Agreement to the contrary, Section 13 shall not be applicable to a transaction described in subparagraphs (x) and (y) of Section 13(a) if (i) such transaction is consummated with a Person or Persons who acquired shares of Common Stock pursuant to a Permitted Offer (or a wholly owned Subsidiary of any such Person or Persons), (ii) the price per share of Common Stock offered in such transaction is not less than the price per share of Common Stock paid to all holders of Common Stock whose shares were purchased pursuant to such Permitted Offer, and (iii) the form of consideration being offered to the remaining holders of shares of Common Stock pursuant to such transaction is the same as the form of consideration paid pursuant to such Permitted Offer. Upon consummation of any such transaction contemplated by this Section 13(d), all Rights hereunder shall expire.

          Section 14. Fractional Rights and Fractional Shares.

          (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing

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Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable.

          (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-thousandth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise.

          (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise.

          (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

          Section 15. Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Section 18 hereof, are vested in the respective registered holders of the Rights Certificates (and, prior to the Distribution Date, the registered holders of the Common Stock) and, where applicable, the Company; and any registered holder of any Rights Certificate (or, prior to the Distribution Date, of the Common Stock), without the consent of the Rights Agent or of the holder of any other Rights Certificate (or, prior to the Distribution Date, of the Common Stock), may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Rights evidenced by such Rights Certificate in the manner provided in such Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. After a Triggering Event, holders of Rights

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shall be entitled to recover the reasonable costs and expenses, including attorneys’ fees, incurred by them in any action to enforce the provisions of this Agreement.

          Section 16. Agreement of Rights Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:

          (a) prior to the Distribution Date, the Rights will not be evidenced by Rights Certificates and will be transferable only in connection with the transfer of Common Stock;

          (b) after the Distribution Date, the Rights Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the form of assignment set forth on the reverse side thereof and the certificate contained therein duly completed and fully executed;

          (c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the Person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and

          (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

          Section 17. Rights Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the number of Fractional Shares of Preferred Stock or any other securities of the Company that may at any time be issuable upon the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Rights Certificate shall have been exercised in accordance with the provisions hereof.

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     Section 18. Concerning the Rights Agent.

     (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and outside counsel fees and disbursements and other reasonable disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises, except for losses and liabilities resulting from the negligence or willful misconduct of the Rights Agent.

     (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it, after proper inquiry or examination, to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons.

     Section 19. Merger or Consolidation or Change of Name of Rights Agent.

     (a) Any corporation into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any corporation succeeding to the corporate trust or stock transfer business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

     (b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name

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or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

     Section 20. Duties of Rights Agent. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound:

     (a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion.

     (b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including, without limitation, the identity of any Acquiring Person and the determination of “Current Market Price”) be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

     (c) The Rights Agent shall be liable hereunder only for its own negligence, bad faith or willful misconduct. In no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

     (d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Certificates or be required to verify the same (except as to its countersignature on such Rights Certificates), but all such statements and recitals are and shall be deemed to have been made by the Company only.

     (e) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Rights Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Certificate; nor shall it be responsible for any adjustment required under the provisions of Section 11 or Section 13 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights evidenced by Rights Certificates after receipt of actual knowledge of any such adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Preferred Stock or Common Stock or other

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securities to be issued pursuant to this Agreement or any Rights Certificate or as to whether any shares of Preferred Stock or Common Stock or other securities will, when so issued, be validly authorized and issued, fully paid and nonassessable.

     (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required or requested by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

     (g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Secretary, or the Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer.

     (h) The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

     (i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, omission, default, neglect or misconduct; provided, however, that reasonable care was exercised in the selection and continued employment thereof.

     (j) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

     (k) If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the form of assignment or form of election to purchase, as the case may be, has either not been completed or indicates an affirmative response to clause 1 and/or 2 thereof, the Rights Agent shall not take any further action with respect to such requested exercise or transfer without first consulting with the Company.

     Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days’ notice in writing mailed to the Company, and to each transfer agent of the Common Stock and the Preferred Stock, by registered or certified mail, and to the registered

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holders, if any, of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 calendar days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and the Preferred Stock, by registered or certified mail, and to the registered holders of the Rights Certificates, if any, by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the registered holder of a Rights Certificate (who shall, with such notice, submit his Rights Certificate for inspection by the Company), then the Rights Agent or the registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation or trust company organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation or trust company is authorized to conduct a stock transfer or corporate trust business in the State of New York), in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an affiliate of a corporation or trust company described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock, and mail a notice thereof in writing to the registered holders, if any, of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

     Section 22. Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall, with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement granted or awarded on or prior to the Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company on or prior to the Distribution Date, and (b) may, in any other case, if

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deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

     Section 23. Redemption and Termination.

     (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth day following the first date of public announcement of the occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) (in either event, subject to acceleration to such earlier date as may be determined by the Company’s Board of Directors as set forth below) and (ii) the Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the “Redemption Price”); provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved (x) prior to the time such Person became an Acquiring Person by the Board of Directors of the Company and (y) prior to such merger by the stockholders of the Company at a stockholders’ meeting (and not by written consent). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The Board of Directors of the Company may, to the extent set forth in the first sentence of this Section 23(a), irrevocably accelerate the time set forth in clause (i) of such sentence to a specified earlier time or to an unspecified earlier time to be determined by a subsequent action or event (but in no event to a time later than the time otherwise specified in clause (i)), in which event the Rights shall not be redeemable from and after such specified time.

     (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the redemption of the Rights (the effectiveness of which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time), evidence of which shall be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the effectiveness of the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Company for the Common

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Stock. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made.

     Section 24. Exchange.

     (a) The Board of Directors of the Company may, at its option, at any time and from time to time after the occurrence of a Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof) for shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio of one share of Common Stock, or such number of Common Stock Equivalents or units representing fractions thereof as would be deemed to have the same value as one share of Common Stock, per Right, appropriately adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the Rights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors may not effect such exchange at any time after (i) any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding or (ii) the occurrence of a Flip-Over Event.

     (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to and in accordance with subsection (a) of this Section 24 (the effectiveness of which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock and/or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the registered holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock and/or Common Stock Equivalents for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.

     (c) In the event that the number of shares of Common Stock that are authorized by the Company’s certificate of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company may, at its option, take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights.

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     (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates or scrip evidencing fractional shares of Common Stock upon exchange of the Rights. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the value of a whole share of Common Stock. For purposes of this Section 24, the value of a whole share of Common Stock shall be the Closing Price per share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

     Section 25. Notice of Certain Events.

     (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company’s assets, cash flow or earning power to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 calendar days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

     (b) In case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the preceding paragraph to

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Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

     Section 26. Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:

MetroPCS Communications, Inc.
8144 Walnut Hill Lane, Suite 800
Dallas, Texas 75231
Attention: General Counsel

Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows:

American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
Attention: Isaac Kagan

Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate (or, if prior to the Distribution Date, to the holder of certificates representing shares of Common Stock) shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

     Section 27. Supplements and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable; provided that no such amendment or supplement shall materially adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); and further provided that this Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery

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of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent’s own rights, duties or immunities under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that decreases the Redemption Price.

     Section 28. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

     Section 29. Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

     Section 30. Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Stock) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Stock).

     Section 31. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board of Directors of the Company determines in its good

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faith judgment that severing the invalid language from this Agreement would adversely affect the purpose or effect of this Agreement, then, unless there has occurred a merger referred to in the proviso to the first sentence of Section 23(a), the right of redemption set forth in Section 23 hereof shall be reinstated and shall not expire until the close of business on the tenth day following the date of such determination by the Board of Directors of the Company or, if earlier, immediately prior to any such merger. Without limiting the foregoing, if any provision requiring that a determination be made by less than the entire Board of Directors of the Company is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, such determination shall then be made by the entire Board of Directors of the Company.

     Section 32. Governing Law. This Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

     Section 33. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

     Section 34. Descriptive Headings. Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

- 37 -

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

METROPCS COMMUNICATIONS, INC.
By	/s/ Roger D. Linquist
Name:	Roger D. Linquist
Title:	President and CEO
AMERICAN STOCK TRANSFER & TRUST COMPANY
By	/s/ Herbert J. Lemmer
Name:	Herbert J. Lemmer
Title:	Vice President

- 38 -

Exhibit A

FORM OF
CERTIFICATE OF DESIGNATIONS
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
METROPCS COMMUNICATIONS, INC.

Pursuant to Section 151 of the General Corporation Law
of the State of Delaware

          METROPCS COMMUNICATIONS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:

          That pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Third Amended and Restated Certificate of Incorporation of the said Corporation, the said Board of Directors on March 27, 2007 adopted the following resolution creating a series of 1,000,000 shares of Preferred Stock designated as “Series A Junior Participating Preferred Stock”:

     RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of the Third Amended and Restated Certificate of Incorporation, a series of Preferred Stock, par value $0.0001 per share, of the Corporation be and hereby is created, and that the designation and number of shares thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof are as follows:

Series A Junior Participating Preferred Stock

          1. Designation and Amount. There shall be a series of Preferred Stock that shall be designated as “Series A Junior Participating Preferred Stock”, and the number of shares constituting such series shall be 1,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A Junior Participating Preferred Stock to less than the number of shares then issued and outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation.

          2. Dividends and Distributions.

          (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating

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Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series A Junior Participating Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, (1) quarterly dividends payable in cash on March 31, June 30, September 30 and December 31 in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10.00 and (b) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and (2) the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.0001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. The “Adjustment Number” shall initially be 1,000. In the event the Corporation shall at any time after March 27, 2007 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

          (B) The Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $10.00 per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

          (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time

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outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 calendar days prior to the date fixed for the payment thereof.

          3. Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights:

          (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation.

          (B) Except as otherwise provided herein, in the Third Amended and Restated Certificate of Incorporation or by law, the holders of shares of Series A Junior Participating Preferred Stock, the holders of shares of any other class or series entitled to vote with the Common Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

          (C) (i) If at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) that shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, (1) the number of Directors shall be increased by two, effective as of the time of election of such Directors as herein provided, and (2) the holders of Preferred Stock (including holders of the Series A Junior Participating Preferred Stock) upon which these or like voting rights have been conferred and are exercisable (the “Voting Preferred Stock”) with dividends in arrears in an amount equal to six quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect such two Directors.

          (ii) During any default period, such voting right of the holders of Series A Junior Participating Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that such voting right shall not be exercised unless the holders of at least one-third in number of the shares of Voting Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Voting Preferred Stock of such voting right.

          (iii) Unless the holders of Voting Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent of the total number of shares of Voting Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Voting Preferred Stock, which meeting shall thereupon be called by the Chairman of the Board, the Chief Executive Officer, the President, a Vice President or the Secretary of the Corporation. Notice of such meeting and of

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any annual meeting at which holders of Voting Preferred Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be given to each holder of record of Voting Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 calendar days and not later than 60 calendar days after such order or request or, in default of the calling of such meeting within 60 calendar days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent of the total number of shares of Voting Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (C)(iii), no such special meeting shall be called during the period within 60 calendar days immediately preceding the date fixed for the next annual meeting of the stockholders.

          (iv) In any default period, after the holders of Voting Preferred Stock shall have exercised their right to elect Directors voting as a class, (x) the Directors so elected by the holders of Voting Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class or classes of stock which elected the Director whose office shall have become vacant. References in this paragraph (C) to Directors elected by the holders of a particular class or classes of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

          (v) Immediately upon the expiration of a default period, (x) the right of the holders of Voting Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Voting Preferred Stock as a class shall terminate and (z) the number of Directors shall be such number as may be provided for in the Third Amended and Restated Certificate of Incorporation or By-Laws irrespective of any increase made pursuant to the provisions of paragraph (C) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the Third Amended and Restated Certificate of Incorporation or By-Laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.

          (D) Except as set forth herein, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

          4. Certain Restrictions.

          (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not

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               (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock;

               (ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or

               (iii) redeem or purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Junior Participating Preferred Stock, or to all such holders and the holders of any such shares ranking on a parity therewith, upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

          (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

          5. Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to any conditions and restrictions on issuance set forth herein.

          6. Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Junior Participating Preferred Stock Liquidation Preference”). Following the payment of the full amount of the Series A Junior Participating Preferred Stock Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Junior

A-5

Participating Preferred Stock Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Junior Participating Preferred Stock Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively.

          (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Junior Participating Preferred Stock Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

          (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation’s assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

          7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share equal to the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

          8. Redemption. (A) The Corporation, at its option, may redeem shares of the Series A Junior Participating Preferred Stock in whole at any time and in part from time to time, at a redemption price equal to the Adjustment Number times the current per share market price (as such term is hereinafter defined) of the Common Stock on the date of the mailing of the notice of redemption, together with unpaid accumulated dividends to the date of such redemption. The “current per share market price” on any date shall be deemed to be the average of the closing price per share of such Common Stock for the ten consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Common Stock is determined during a period following the announcement of (A) a dividend or distribution on the Common Stock other than a regular quarterly cash dividend or (B) any subdivision, combination or reclassification of such Common Stock and the ex-dividend date for such dividend or distribution, or the record date for

A-6

such subdivision, combination or reclassification, shall not have occurred prior to the commencement of such ten Trading Day period, then, and in each such case, the current per share market price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sales price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange, or, if the Common Stock is not listed or admitted to trading on the New York Stock Exchange, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange but sales price information is reported for such security, as reported by such self-regulatory organization or registered securities information processor (as such terms are used under the Securities Exchange Act of 1934, as amended) that then reports information concerning the Common Stock, or, if sales price information is not so reported, the average of the high bid and low asked prices in the over-the-counter market on such day, as reported by such entity, or, if on any such date the Common Stock is not quoted by any such entity, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board of Directors of the Corporation. If on any such date no such market maker is making a market in the Common Stock, the fair value of the Common Stock on such date as determined in good faith by the Board of Directors of the Corporation shall be used. The term “Trading Day” shall mean a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business, or, if the Common Stock is not listed or admitted to trading on any national securities exchange but is quoted by such a self-regulatory organization or registered securities information processor, a day on which such entity reports trades, or, if the Common Stock is not so quoted, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the State of New York are not authorized or obligated by law or executive order to close.

          (B) In the event that fewer than all the outstanding shares of the Series A Junior Participating Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors or by any other method that may be determined by the Board of Directors in its sole discretion to be equitable.

          (C) Notice of any such redemption shall be given by mailing to the holders of the shares of Series A Junior Participating Preferred Stock to be redeemed a notice of such redemption, first class postage prepaid, not later than the fifteenth calendar day and not earlier than the sixtieth calendar day before the date fixed for redemption, at their last address as the same shall appear upon the books of the Corporation. Each such notice shall state: (i) the redemption date; (ii) the number of shares to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on the close of business on such redemption date. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the stockholder received such notice, and failure duly to give such notice by mail, or any defect in such notice, to any holder of Series A Junior Participating Preferred Stock shall

A-7

not affect the validity of the proceedings for the redemption of any other shares of Series A Junior Participating Preferred Stock that are to be redeemed. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price. If fewer than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.

The shares of Series A Junior Participating Preferred Stock shall not be subject to the operation of any purchase, retirement or sinking fund.

          9. Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise, and shall rank senior to the Common Stock as to such matters.

          10. Amendment. At any time that any shares of Series A Junior Participating Preferred Stock are outstanding, the Third Amended and Restated Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds or more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class.

          11. Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share that shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock.

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          IN WITNESS WHEREOF, the undersigned has executed this Certificate and does affirm the foregoing as true this                      day of                     , 2007.

President and Chief Executive Officer 

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Exhibit B

[Form of Rights Certificate]

Certificate No. R-                      Rights

NOT EXERCISABLE AFTER MARCH 27, 2007 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.

Rights Certificate

METROPCS COMMUNICATIONS, INC.

     This certifies that                     , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of March 29, 2007 as it may from time to time be supplemented or amended (the “Rights Agreement”), between MetroPCS Communications, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”), to purchase from the Company at any time prior to 5:00 p.m. (New York, New York time) on March 27, 2017 at the principal office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share (a “Fractional Share”) of Series A Junior Participating Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), of the Company, at a purchase price of $66.67 per one one-thousandth of a share (the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate set forth on the reverse hereof duly executed. The Purchase Price may be paid in cash or by certified check, cashier’s or official bank check or bank draft payable to the order of the Company or the Rights Agent. The number of Rights evidenced by this Rights Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above, and the Purchase Price per Fractional Share set forth above, are the number and Purchase Price as of March 29, 2007, based on the Preferred Stock as constituted at such date. The Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.

     From and after the first occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by or transferred to (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the

B-1

Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person or an Affiliate or Associate of an Acquiring Person, such Rights shall, with certain exceptions, become null and void in the circumstances set forth in the Rights Agreement, and no holder hereof shall have any rights whatsoever with respect to such Rights from and after the occurrence of such Triggering Event.

     As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities or assets that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events.

     This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company or the Rights Agent.

     This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Fractional Shares of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

     Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $0.001 per Right, payable, at the election of the Company, in cash or shares of Common Stock or such other consideration as the Board of Directors may determine, at any time prior to the earlier of the close of business on (a) the tenth day following the first public announcement of the occurrence of a Flip-In Event (as such time period may be extended or shortened pursuant to the Rights Agreement) and (b) the Expiration Date (as such term is defined in the Rights Agreement) or (ii) may be exchanged in whole or in part for shares of Common Stock and/or other equity securities of the Company deemed to have the same value as shares of Common Stock, at any time prior to a person’s becoming the beneficial owner of 50% or more of the shares of Common Stock outstanding or the occurrence of a Flip-Over Event.

     No fractional shares of Preferred Stock are required to be issued upon the exercise of any Right or Rights evidenced hereby (other than, except as set forth above, fractions that are integral multiples of a Fractional Share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment may be made, as provided in the Rights Agreement.

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     No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement.

     This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

     WITNESS the facsimile signature of the proper officers of the Company and its corporate seal.

Dated as of March 27, 2007
ATTEST:		METROPCS COMMUNICATIONS, INC.
		By:
Secretary			Title:
Countersigned:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By
	Authorized Signature

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[Form of Reverse Side of Rights Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires
to transfer any Rights evidenced by the Rights Certificate.)

FOR VALUE RECEIVED                                          hereby sells, assigns and transfers unto                                                             

(Please print name and address of transferee)

                     Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint                      Attorney, to transfer the said Rights on the books of the within-named Company, with full power of substitution.

Dated:                                         , 20                     

Signature 

Signature Guaranteed:

Signatures must be guaranteed by a member firm of a national securities exchange, a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended).

B-4

Certificate

The undersigned hereby certifies by checking the appropriate boxes that:

     (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined pursuant to the Rights Agreement);

     (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person or who is a direct or indirect transferee of an Acquiring Person or of an Affiliate or Associate of an Acquiring Person.

Dated:                                         , 20
	Signature

Signature Guaranteed:

Signatures must be guaranteed by a member firm of a national securities exchange, a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended).

NOTICE

     The signatures to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

B-5

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise
Rights represented by the Rights Certificate.)

To: METROPCS COMMUNICATIONS, INC.

     The undersigned hereby irrevocably elects to exercise                      Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person that may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to:

Please insert social security
or other identifying number

(Please print name and address)

     If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:

Please insert social security
or other identifying number

(Please print name and address)

Dated:                                         , 20                    

Signature 

Signature Guaranteed:

Signatures must be guaranteed by a member firm of a national securities exchange, a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended).

B-6

Certificate

The undersigned hereby certifies by checking the appropriate boxes that:

     (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined pursuant to the Rights Agreement);

     (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person or who is a direct or indirect transferee of an Acquiring Person or of an Affiliate or Associate of an Acquiring Person.

Dated:                                         , 20
	Signature

Signature Guaranteed:

Signatures must be guaranteed by a member firm of a national securities exchange, a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another eligible guarantor institution (as defined pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended).

NOTICE

     The signatures to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

B-7

Exhibit C

Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable.

SUMMARY OF RIGHTS

     On March 27, 2007, the Board of Directors of MetroPCS Communications, Inc. (the “Company”) declared a dividend of one right (“Right”) for each outstanding share of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), to stockholders of record at the close of business on March 27, 2007. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a “Fractional Share”) of Series A Junior Participating Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), at a purchase price of $66.67 per Fractional Share, subject to adjustment (the “Purchase Price”). The description and terms of the Rights are set forth in a Rights Agreement dated as of March 29, 2007 as it may from time to time be supplemented or amended (the “Rights Agreement”) between the Company and American Stock Transfer & Trust Company, as Rights Agent.

     Initially, the Rights will be attached to all certificates representing outstanding shares of Common Stock, and no separate certificates for the Rights (“Rights Certificates”) will be distributed. The Rights will separate from the Common Stock and a “Distribution Date” will occur, with certain exceptions, upon the earlier of (i) ten days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the date of the announcement being the “Stock Acquisition Date”), or (ii) ten business days following the commencement of a tender offer or exchange offer that would result in a person’s becoming an Acquiring Person. In certain circumstances, the Distribution Date may be deferred by the Board of Directors. Certain inadvertent acquisitions will not result in a person’s becoming an Acquiring Person if the person promptly divests itself of sufficient Common Stock. If at the time of the adoption of the Rights Agreement, any person or group of affiliated or associated persons is the beneficial owner of 15% or more of the outstanding shares of Common Stock, such person shall not become an Acquiring Person unless and until certain increases in such person’s beneficial ownership occur or are deemed to occur. Until the Distribution Date, (a) the Rights will be evidenced by the Common Stock certificates (together with a copy of this Summary of Rights or bearing the notation referred to below) and will be transferred with and only with such Common Stock certificates, (b) new Common Stock certificates issued after March 27, 2007 will contain a notation incorporating the Rights Agreement by reference and (c) the surrender for transfer of any certificate for Common Stock (with or without a copy of this Summary of Rights) will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

     The Rights are not exercisable until the Distribution Date and will expire at the close of business on March 27, 2017, unless earlier redeemed or exchanged by the Company as described below.

C-1

     As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of Common Stock as of the close of business on the Distribution Date and, from and after the Distribution Date, the separate Rights Certificates alone will represent the Rights. All shares of Common Stock issued prior to the Distribution Date will be issued with Rights. Shares of Common Stock issued after the Distribution Date in connection with certain employee benefit plans or upon conversion of certain securities will be issued with Rights. Except as otherwise determined by the Board of Directors, no other shares of Common Stock issued after the Distribution Date will be issued with Rights.

     In the event (a “Flip-In Event”) that a person becomes an Acquiring Person (except pursuant to a tender or exchange offer for all outstanding shares of Common Stock at a price and on terms that a majority of the independent directors of the Company determines to be fair to and otherwise in the best interests of the Company and its stockholders (a “Permitted Offer”)), each holder of a Right will thereafter have the right to receive, upon exercise of such Right, a number of shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a Current Market Price (as defined in the Rights Agreement) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of any Triggering Event, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by or transferred to an Acquiring Person (or by certain related parties) will be null and void in the circumstances set forth in the Rights Agreement. However, Rights are not exercisable following the occurrence of any Flip-In Event until such time as the Rights are no longer redeemable by the Company as set forth below.

     In the event (a “Flip-Over Event”) that, at any time from and after the time an Acquiring Person becomes such, (i) the Company is acquired in a merger or other business combination transaction (other than certain mergers that follow a Permitted Offer), or (ii) 50% or more of the Company’s assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights that are voided as set forth above) shall thereafter have the right to receive, upon exercise, a number of shares of common stock of the acquiring company having a Current Market Price equal to two times the exercise price of the Right. Flip-In Events and Flip-Over Events are collectively referred to as “Triggering Events.”

     The number of outstanding Rights associated with a share of Common Stock, or the number of Fractional Shares of Preferred Stock issuable upon exercise of a Right and the Purchase Price, are subject to adjustment in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock occurring prior to the Distribution Date. The Purchase Price payable, and the number of Fractional Shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution in the event of certain transactions affecting the Preferred Stock.

     With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional shares of Preferred Stock that are not integral multiples of a Fractional Share are required to be issued upon exercise of Rights and, in lieu thereof, an adjustment in cash may be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a

C-2

Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.

     At any time until ten days following the first date of public announcement of the occurrence of a Flip-In Event, the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right, payable, at the option of the Company, in cash, shares of Common Stock or such other consideration as the Board of Directors may determine. Immediately upon the effectiveness of the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.001 redemption price.

     At any time after the occurrence of a Flip-In Event and prior to a person’s becoming the beneficial owner of 50% or more of the shares of Common Stock then outstanding or the occurrence of a Flip-Over Event, the Company may exchange the Rights (other than Rights owned by an Acquiring Person or an affiliate or an associate of an Acquiring Person, which will have become void), in whole or in part, at an exchange ratio of one share of Common Stock, and/or other equity securities deemed to have the same value as one share of Common Stock, per Right, subject to adjustment.

     Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights should not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for the common stock of the acquiring company as set forth above or are exchanged as provided in the preceding paragraph.

     Other than the redemption price, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company as long as the Rights are redeemable. Thereafter, the provisions of the Rights Agreement other than the redemption price may be amended by the Board of Directors in order to cure any ambiguity, defect or inconsistency, to make changes that do not materially adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment to lengthen the time period governing redemption shall be made at such time as the Rights are not redeemable.

     A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an exhibit to the Company’s Registration Statement on Form S-1. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

C-3

EX-5.1

2001 ROSS AVENUE	AUSTIN
DALLAS, TEXAS	DALLAS
75201-2980	DUBAI
214.953.6500	HONG KONG
FAX 214.953.6503	HOUSTON
www.bakerbotts.com	LONDON
	MOSCOW
	NEW YORK
	RIYADH
	WASHINGTON

Exhibit 5.1

April __, 2007

MetroPCS Communications, Inc.
8144 Walnut Hill Lane
Suite 800
Dallas, TX 75231-4388

Ladies and Gentlemen:

          As set forth in the Registration Statement on Form S-1 (File No. 333-139793) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) by MetroPCS Communications, Inc., a Delaware corporation (the “Company”), under the Securities Act of 1933, as amended (the “Act”), relating to the proposed offering and sale by the Company of 37,500,000 shares (the “Company Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and by the Selling Stockholder identified in the Registration Statement (the “Selling Stockholders”) of 12,500,000 shares (the “Stockholder Shares”) of Common Stock, together with up to 7,500,000 additional shares of Common Stock (the “Additional Shares”) that may be sold by the Selling Stockholders pursuant to the underwriters’ over-allotment option as described in the Registration Statement, certain legal matters in connection with the Company Shares, the Stockholder Shares and the Additional Shares are being passed upon for you by us. We understand, and have assumed in the opinion set forth below, that the Company Shares are to be sold by the Company, and the Stockholder Shares and any Additional Shares are to be sold by the Selling Stockholders, pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”) in substantially the form filed as Exhibit 1.1 to the Registration Statement.

          In our capacity as your counsel in the connection referred to above, we have examined the Registration Statement and its exhibits, the form of Underwriting Agreement filed as an exhibit to the Registration Statement, the Certificate of Incorporation and the Bylaws of the Company, in each case as amended to date, a specimen certificate evidencing the Shares, and originals, or copies certified or otherwise identified, of corporate records of the Company, including minute books of the Company as furnished to us by the Company, certificates of public officials and of representatives of the Company, certain resolutions of the Board of Directors of the Company relating to the issuance and sale of the Company Shares and related matters, statutes and other instruments and documents as a basis for the opinions hereafter expressed. In giving such opinions, we have relied on certificates of officers of the Company with respect to the accuracy of the factual matters contained in such certificates. In making our examination, we

MetroPCS Communications, Inc.	2	April ___, 2007

have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete. We have assumed in the opinion set forth below that the special pricing committee of the Board of Directors of the Company has determined the price at which the Company Shares, the Stockholder Shares and any Additional Shares are to be sold to the underwriters by the Company pursuant to the terms of the Underwriting Agreement.

          On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that, (1) the Company Shares, the Stockholder Shares and the Additional Shares have been duly authorized by all necessary corporate action of the Company, (2) when issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, the Company Shares will be validly issued, fully paid and non-assessable, and (3) the Stockholder Shares and the Additional Shares have been validly issued and are fully paid and non-assessable.

          We limit the opinions we express above in all respects to matters of the General Corporation Law of the State of Delaware, as in effect on the date hereof.

          We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our Firm under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Commission thereunder.

Very truly yours,
 

/s/ Baker Botts L.L.P.  

EX-10.2

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

By and Among

MetroPCS Communications, Inc.

and

The Stockholders, as defined herein

Dated as of                      ___, 2007

TABLE OF CONTENTS

	Page
ARTICLE 1 GENERAL		1
Section 1.1 Construction of Terms		1
Section 1.2 Number of Shares of Stock		2
Section 1.3 Defined Terms		2
Section 1.4 Effectiveness of this Agreement		4
ARTICLE 2 REGISTRATION RIGHTS		4
Section 2.1 Demand Registration		4
Section 2.2 Incidental Registration		7
Section 2.3 Registration Procedures		8
Section 2.4 Underwritten Offerings		12
Section 2.5 Preparation: Reasonable Investigation		13
Section 2.6 Limitations, Conditions and Qualifications to Obligations Under Registration Covenants		13
Section 2.7 Indemnification		13
Section 2.8 Registration Expenses		17
Section 2.9 Certain Rights of Stockholders if Named in a Registration Statement		18
Section 2.10 Rule 144		18
Section 2.11 Registration Rights		18
Section 2.12 Assignment of Rights		18
ARTICLE 3 GENERAL		19
Section 3.1 Amendments, Waivers and Consent		19
Section 3.2 Governing Law		19
Section 3.3 Section Headings		19
Section 3.4 Effectiveness; Binding Effect		19
Section 3.5 Additional Parties		19
Section 3.6 Notices and Demands		20
Section 3.7 Remedies; Severability		21
Section 3.8 Integration		21
Section 3.9 Termination		21
Section 3.10 Confidential Information		21
SCHEDULES AND EXHIBITS
Schedule 1 - Stockholders
Exhibit A - Form of Stockholder Joinder Agreement

i

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the ___day of                      2007 by and among (i) MetroPCS Communications, Inc. (the “Company”), a Delaware corporation, (ii) the stockholders listed on Schedule 1 hereto (together with any stockholders who join as Parties pursuant to Section 3.5 of this Agreement, the “Stockholders’’).

     WHEREAS, the Stockholders and the Company are parties to that certain Second Amended and Restated Stockholders Agreement, dated as of August 30, 2005, as amended (the “Stockholders Agreement”);

     WHEREAS, pursuant to Section 7.10 of the Stockholders Agreement, certain provisions thereof are terminated effective upon an Initial Public Equity Offering (as defined in the Stockholders Agreement);

     WHEREAS, the Company has filed a registration statement on Form S-1 for the initial public offering of its Common Stock (the “IPO”), which will constitute an Initial Public Equity Offering for purposes of the Stockholders Agreement;

     WHEREAS, the Company and the Stockholders desire to amend and restate the Stockholders Agreement in its entirety effective upon the consummation of the IPO in order to (i) eliminate the provisions that would terminate upon the consummation of the IPO in accordance with Section 7.10 of the Stockholders Agreement, (ii) rename the Stockholders Agreement a “Registration Rights Agreement” and (iii) make certain other amendments to the Stockholders Agreement; and

     WHEREAS, this Agreement, which constitutes an amendment to the Stockholders Agreement, has been approved by the joint written consent of (i) a majority of the directors of the Board of the Company, (ii) Stockholders holding a majority of the shares of Common Stock (as defined herein) of the Stockholders, and (iii) Preferred Stockholders (as defined herein) holding not less than 66²/³% of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock (as defined herein) held by such Preferred Stockholders voting together as a single class;

     NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1 GENERAL

     Section 1.1 Construction of Terms. As used herein, the masculine, feminine or neuter gender, and the singular or plural number, shall be deemed to be or to include the other genders or number, as the case may be, whenever the context so indicates or requires.

1

     Section 1.2 Number of Shares of Stock. Whenever any provision of this Agreement calls for any calculation based on a number of shares of Common Stock held by a Stockholder, the number of shares deemed to be held by a Stockholder for each purpose shall be the total number of shares of Common Stock then owned by such Stockholder, plus the total number of shares of Common Stock issuable upon conversion of any series of preferred stock (as if conversion occurred on such date), or other convertible securities or exercise of any vested options, warrants or subscription rights then owned by such Stockholder.

     Section 1.3 Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below.

     “Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person.

     “Board” or “Board of Directors” means the Board of Directors of the Company.

     “Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed.

     “Common Stock” means the Common Stock, par value $0.0001 per share, of the Company.

     “Common Stockholder” means any holder of Common Stock as of the date immediately preceding the IPO, and any Transferee who receives Registrable Securities from a Common Stockholder and who executes a Joinder Agreement in accordance with Section 2.12.

     “Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of stock, as trustee or executor, by contract or credit arrangement or otherwise.

     “FCC” means the Federal Communications Commission and any successor federal agency performing similar regulatory functions.

     “Governmental Authority” means

          (i) the government of the United States of America or any State or other political subdivision thereof, or

          (ii) the government of any jurisdiction in which the Company or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any of its Subsidiaries, or

          (iii) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

2

     “Investors” means (i) Madison Dearborn Capital Partners IV, L.P., and its Affiliates and (ii) TA Associates, Inc, and its Affiliates.

     “Investor Registrable Securities” means the Registrable Securities deemed held by the Investors as a result of their purchase of the Purchased Shares.

     “Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

     “Preferred Stock” means the Series D Preferred Stock and the Series E Preferred Stock.

     “Preferred Stockholders” means any holder of Preferred Stock as of the date immediately preceding the IPO, and any Transferee who receives Registrable Securities from a Preferred Stockholder and who executes a Joinder Agreement in accordance with Section 2.12.

     “Registrable Securities” means (i) any shares of Common Stock held by a Stockholder as of the effective time of the IPO, (ii) any shares of Common Stock acquired upon conversion of the shares of Preferred Stock and (iii) any securities issued and issuable with respect to any such shares described in clauses (i) or (ii) above by way of a stock dividend or stock split or in connection with a combination of stock, recapitalization, merger, consolidation or other reorganization; provided, however, that, notwithstanding anything to the contrary contained herein, ''Registrable Securities” shall not include at any time securities (i) sold in a registered sale pursuant to an effective registration statement under the Securities Act, (ii) sold to the public pursuant to Rule 144 under the Securities Act or (iii) which could then be sold in their entirety pursuant to Rule 144(k) under the Securities Act.

     “SEC” means the United States Securities and Exchange Commission and any successor federal agency performing similar regulatory functions.

     “Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

     “Series D Preferred Stock” means the Series D Convertible Preferred Stock, par value $0.0001 per share, of the Company.

     “Series E Preferred Stock” means the Series E Convertible Preferred Stock, par value $0.0001 per share, of the Company.

     “Stockholders Agreement” has the meaning set forth in the recitals to this Agreement.

     “Subsidiary” means with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that

3

Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

     “Transfer” means any direct or indirect transfer, donation, sale, assignment, pledge, hypothecation, grant of a security interest in or other disposal or attempted disposal of all or any portion of a security or of any rights; “Transferred” means the accomplishment of a Transfer.

     “Transferee” means the recipient of a Transfer.

     Section 1.4 Effectiveness of this Agreement. This Agreement amends and restates in its entirety the Stockholders Agreement and shall become effective only upon the consummation of the IPO. In the event that the IPO is not consummated on or prior to December 31, 2007, this Agreement shall automatically terminate and be of no further force and effect and the Stockholders Agreement shall remain unmodified and in full force and effect.

ARTICLE 2 REGISTRATION RIGHTS

     Section 2.1 Demand Registration

          (a) Stockholder Requests

     (i) Registration of Registrable Securities. Subject to the provisions of this Section 2.1 and Section 2.13, the Stockholders (other than the Investors) shall have up to three demand rights exercisable by the request of Stockholders (other than the Investors) holding at least 15% of the outstanding Registrable Securities (other than Investor Registrable Securities) that the Company effect the registration under the Securities Act of (A) all Registrable Securities (other than Investor Registrable Securities) or (B) shares of Common Stock (other than Investor Registrable Securities) that represent at least 15% of the Registrable Securities (other than Investor Registrable Securities) originally issued to such Stockholders if Stockholders are requesting registration of less than all of their Registrable Securities (other than Investor Registrable Securities); provided, in the case of (A) and (B), that anticipated gross proceeds (before underwriting discounts and commissions) from the sale of the Registrable Securities be at least $20 million. Thereupon, the Company will (A) notify all other holders of record of Registrable Securities that the Company has received a demand for registration of the Registrable Securities and (B) use its best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been requested to register by all participating Stockholders who elect to participate in the registration within ten (10) business days of the notice referenced in (A) of this sentence.

     (ii) Registration of Other Securities. Except as set forth in Section 2.1(g) below, whenever the Company shall effect a registration made pursuant to Section 2.1(a), no securities other than Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised the Stockholders in

4

writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of a majority of the Registrable Securities electing to include shares in the registration shall have consented in writing to the inclusion of such other securities.

          (b) Investor Request.

     (i) Registration of Investor Registrable Securities. Subject to the provisions of this Section 2.1 and Section 2.13, the holders of the Investor Registrable Securities shall have the right to demand that the Company effect one registration under the Securities Act of shares of Common Stock that represent at least 15% of the Investor Registrable Securities; provided that anticipated gross proceeds (before underwriting discounts and commissions) from the sale of the Investor Registrable Securities be at least $50 million. Thereupon, the Company will (A) notify all other holders of record of Investor Registrable Securities that the Company has received a demand for registration of the Investor Registrable Securities and (B) use its best efforts to effect the registration under the Securities Act of the Investor Registrable Securities which the Company has been requested to register by all participating holders of Investor Registrable Securities who elect to participate in the registration within ten (10) Business Days of the notice referenced in (A) of this sentence.

     (ii) Registration of Other Securities. Except as set forth in Section 2.1(g) below, whenever the Company shall effect a registration pursuant to a demand made in accordance with Section 2.1(b) no securities other than Investor Registrable Securities shall be included among the securities covered by such registration unless (i) the managing underwriter of such offering shall have advised the Investors in writing that the inclusion of such other securities would not adversely affect such offering or (ii) the holders of a majority of the Investor Registrable Securities electing to include shares in the registration shall have consented in writing to the inclusion of such other securities.

          (c) Registration Statement Form. Registrations under this Section 2.1 shall be on such appropriate registration form of the SEC (i) as shall be selected by the Company and as shall be reasonably acceptable to the Stockholders and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition. The Company agrees to include in any such registration statement all information which, in the opinion of counsel to the Stockholders and counsel to the Company, is required to be included.

          (d) Effective Registration Statement. A registration requested pursuant this Section 2.1 shall not be deemed to have been effected and will not be considered one of the three demand registrations which may be requested by the Stockholders or the demand registration which may be requested by the Investors (i) if a registration statement with respect thereto has not become effective, (ii) if after it has become effective, it does not remain effective for a period of at least 180 days (unless the Registrable Securities registered thereunder have been sold or disposed of prior to the expiration of such 180 day period) or such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental

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agency or court for any reason and has not thereafter become effective for a period of at least 180 days, or (iii) if the conditions to closing specified in any underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of the failure or refusal of the Stockholders to satisfy or perform a condition to such closing.

          (e) Priority in Demand Registrations. If a demand registration pursuant to this Section 2.1 involves an underwritten offering, the Stockholders demanding such registration pursuant to Section 2.1(a)(i) or 2.1(b)(i) (the “Demand Rights Stockholders’’) shall cause the managing underwriter to advise the Company in writing (with a copy sent to each participating Stockholder) as to the number of securities that can be included in such registration within a price range acceptable to the Demand Rights Stockholders (the “Maximum Offering Amount”). Such registration will include only up to that number of Registrable Securities which does not exceed the Maximum Offering Amount, drawn pro rata from the Demand Rights Stockholders on the percentage that the Registrable Securities held by each Stockholder is of the total number of Registrable Securities which all Stockholders hold. If any Demand Rights Stockholder determines to include less than its pro rata share of the Maximum Offering Amount in such offering, such difference shall be divided pro rata among the other Demand Rights Stockholders in proportion to the respective holdings of Registrable Securities of all such Demand Rights Stockholders desiring to include additional Registrable Securities.

          (f) Number and Size of Demand Registrations; Other Limitations. Notwithstanding anything in this Section 2.1 to the contrary, the Company shall not be required to effect more than four demand registrations (other than registrations pursuant to Section 2.1(h) hereof) at the request of the Stockholders pursuant to Section 2.1 of this Agreement, without regard to any subsequent Transfer of any Registrable Securities by a Stockholder and the assignment of any rights hereunder pursuant to Section 2.12. A registration shall not count as one of the permitted demand registrations hereunder unless the Demand Rights Stockholders are able to register and sell at least 80% of the Registrable Securities requested to be included in such registration. The Company shall not be required to effect more than one registration pursuant to Sections 2.1(a), (b) or (h) hereof during any 12-month period. Moreover, no Stockholder shall be allowed to participate in any registration pursuant to Sections 2.1(a), (b) or (h) hereof if the Common Stock is admitted to trading or is listed on a national securities exchange, the Nasdaq Global Market or NASDAQ and such Stockholder is eligible to sell its Registrable Securities without volume limitations and without an effective registration statement.

          (g) Incidental Company Registration. If the Stockholders make a request for a registration pursuant to Section 2.1(a) or (b), the Company may determine to include securities of the same class sought to be registered by the Stockholders for sale for the Company’s own account by giving written notice thereof to the Stockholders specifying the number of shares or amount of interests the Company wishes to have registered, but only to the extent that the number of shares or amount of interests the Company seeks to include does not, when aggregated with the number of Registrable Securities requested to be registered by the Stockholders, exceed the Maximum Offering Amount, and subject to the limitations of Section 2.1(a)(ii) or (b)(ii), as applicable.

          (h) Form S-3 Demand Registration. Notwithstanding the foregoing, if the Company at any time qualifies to register Common Stock under the Securities Act by registration

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on Form S-3 and such registration of Common Stock is expected to generate gross proceeds (before underwriting discounts and commissions) in an amount equal to or exceeding $20 million:

     (i) the Stockholders shall then be entitled to request the registration under the Securities Act of the Registrable Securities (other than Investor Registrable Securities) from time to time without regard to number, pursuant to the notice and other applicable provisions of this Section 2.1, with Registration Expenses for the first three of such registrations on Form S-3 to be paid by the Company; and

     (ii) the Investors shall then be entitled to request the registration under the Securities Act of the Investor Registrable Securities from time to time without regard to number, but not to exceed two registrations in any twelve-month period, pursuant to the notice and other applicable provisions of this Section 2.1, with Registration Expenses for the first three of such registrations on Form S-3 to be paid by the Company.

     Section 2.2 Incidental Registration.

          (a) Right to Include the Registrable Securities. If the Company at any time proposes to register securities under the Securities Act by registration on Forms S-l, S-2 or S-3 or any successor or similar form(s) (except registrations on Forms S-4 or S-8 or any successor or similar forms), whether for sale for its own account or pursuant to another demand for registration granted any other Person, it will give prompt written notice each such time to the Stockholders of its intention to do so and of the Stockholders’ rights under this Section 2.2. Upon the written request of any Stockholder (specifying the Registrable Securities intended to be disposed of and the intended method of disposition thereof), made within fifteen (15) Business Days after the receipt of any such notice, the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Stockholders to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of such Registrable Securities to be so registered (any Stockholder if giving notice following receipt of such a notice from the Company being herein referred to as a “Participating Stockholder”). If the Company thereafter determines for any reason not to register or to delay registration of such securities, the Company, by act of its Board of Directors, may, at its election, give written notice of such determination to each Participating Stockholder and, thereupon (i) in the case of a determination not to register, shall be relieved of the obligation to register such Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith, as provided in Section 2.8), without prejudice, however, to the rights (if any) of a Stockholder to request that such registration be effected as a registration under Section 2.1, and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registration of such other securities. The Company will pay all Registration Expenses in connection with registration of Registrable Securities requested pursuant to this Section 2.2.

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          (b) Priority in Incidental Registration Rights in Connection with Registrations for Company Account. If the registration referred to in Section 2.2(a) is to be an underwritten primary registration on behalf of the Company, and the managing underwriter(s) advises the Company in writing that in their good faith opinion such offering would be materially and adversely affected by the inclusion therein of the total number of Registrable Securities requested to be included therein by Participating Stockholders under this Agreement, the Company shall include in such registration: (i) first, all securities the Company proposes to sell for its own account or, if such registration is pursuant to Section 2.1, all Registrable Securities requested to be included by the Demand Rights Stockholders, (ii) second, up to the full number of Registrable Securities requested to be included in such registration by the Preferred Stockholders, pro rata based on the number of Registrable Securities held by each Preferred Stockholder relative to the number of Registrable Securities held by all Preferred Stockholders requesting registration, and (iii) third, up to the full number of Registrable Securities requested to be included in such registration by the Common Stockholders, pro rata based on the number of Registrable Securities held by each Common Stockholder relative to the number of Registrable Securities held by all Common Stockholders requesting registration.

          (c) Limitations; Exceptions. The Company shall not be required to effect any registration of Registrable Securities under this Section 2.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans. No Participating Stockholder shall be allowed to participate in any registration pursuant to this Section 2.2 hereof if the Common Stock is admitted to trading or listed on a national securities exchange, the Nasdaq Global Market or NASDAQ and such Stockholder is eligible to sell its Registrable Securities without volume limitations and without an effective registration statement. No registration of Registrable Securities effected under this Section 2.2 shall relieve the Company of its obligation to effect registrations of Registrable Securities pursuant to Section 2.1 hereof.

     Section 2.3 Registration Procedures. In connection with the Company’s obligations pursuant to Sections 2.1 and 2.2 hereof, the Company will use its best efforts to effect such registrations to permit the sale of Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company will as expeditiously as possible:

          (a) prepare (within ninety (90) days after a request for registration is made to the Company in the case of a registration pursuant to Section 2.1(a) or (b) and in any event as soon as possible) and file with the SEC, a registration statement or registration statements on any appropriate form under the Securities Act, which form shall be available for the sale of the Registrable Securities by the holders thereof in accordance with the intended method or methods of distribution thereof, and use its best efforts to cause such registration statement to become effective and to remain continuously effective for a period of 180 days following the date on which such registration statement is declared effective, provided that the Company shall have no obligation to maintain the effectiveness of such registration statement after the sale of all Registrable Securities registered thereunder;

          (b) prepare and file with the SEC such amendments and post-effective amendments to a registration statement as may be necessary to keep such registration statement

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effective for the applicable period, cause the related prospectus to be supplemented by any required prospectus supplement and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by a Stockholder or a Participating Stockholder set forth in such registration statement or supplement to such prospectus;

          (c) notify each Stockholder or a Participating Stockholder whose Registrable Securities are to be covered by the registration statement and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such advice in writing, (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a registration statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) if at any time the representations and warranties of the Company made as contemplated by paragraph (l) below cease to be true and correct, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (vi) of the happening of any event which requires the making of any changes in a registration statement or related prospectus so that such documents will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (vii) of the Company’s reasonable determination that a post-effective amendment to a registration statement would be appropriate;

          (d) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, at the earliest possible moment;

          (e) if requested by the managing underwriters, a Stockholder or a Participating Stockholder, immediately incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters, the Stockholders and the Participating Stockholders agree should be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts) offering of the Registrable Securities to be sold in such offering; make all required filing of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and supplement or make amendments to any registration statement if requested by a Stockholder, a Participating Stockholder or any underwriter of such Registrable Securities;

          (f) furnish to each Stockholder and each Participating Stockholder whose Registrable Securities are covered by the Registration Statement and each managing underwriter, without charge, at least one conformed copy of the registration statement or statements and any

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post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

          (g) deliver to each Stockholder whose Registrable Securities are covered by the registration statement, each other Participating Stockholder and the underwriters, if any, without charge, as many copies of the prospectus or prospectuses (including each preliminary prospectus) and any amendment or supplement thereto and such other documents as such Persons may reasonably request; and consents to the use of such prospectus or any amendment or supplement thereto by each Stockholder, Participating Stockholder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such prospectus or any amendment or supplement thereto;

          (h) prior to any public offering of Registrable Securities, use its best efforts to register or qualify or cooperate with each Stockholder whose Registrable Securities are covered by such registration statement, each other Participating Stockholder, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as each Stockholder, each Participating Stockholder, or any underwriter reasonably requests in writing; keep each such registration or qualification effective during the period such registration statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the applicable registration statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;

          (i) cooperate with each Stockholder whose Registrable Securities are covered by such registration statement, each Participating Stockholder and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends unless required by applicable law; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two Business Days prior to any sale of Registrable Securities to the underwriters;

          (j) use its best efforts to cause the Registrable Securities covered by the applicable registration statement to be registered with or approved by, and to cause the transaction contemplated by the registration to be approved by, such other Governmental Authorities (including, where necessary, the FCC) as may be necessary to consummate the disposition of such Registrable Securities;

          (k) upon the occurrence of any event contemplated by paragraph (c)(vi) above, prepare a supplement or post-effective amendment to the applicable registration statement or related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

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          (l) enter into such agreements (including an underwriting agreement) and take all such other actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration, (i) make such representations and warranties to each Stockholder whose Registrable Securities are covered by such registration statement and each other Participating Stockholder with respect to the registration statement, prospectus and documents incorporated by reference, if any, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested; (ii) furnish to each such Stockholder and each other Participating Stockholder an opinion of counsel for the Company addressed to each such Stockholder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (iii) use its best efforts to furnish to each such Stockholder and each other Participating Stockholder a “cold comfort” letter addressed to each such Stockholder and signed by the independent public accountants who have audited the Company’s financial statements included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as each such Stockholder and each other Participating Stockholder may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements; and (vi) the Company shall deliver such documents and certificates as may be requested by each such Stockholder, each Participating Stockholder and the managing underwriters, if any, to evidence compliance with this clause (l) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company; all of the above to be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder;

          (m) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, as soon as reasonably practicable after the end of any 12-month period (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm or best efforts underwritten offering and (ii) beginning with the first day of the Company’s first fiscal quarter next succeeding each sale of Registrable Securities after the effective date of a registration statement, which statements shall cover said 12-month periods; and

          (n) use its best efforts to cause all Registrable Securities covered by each registration to be listed on each securities exchange and inter-dealer quotation system on which a class of common equity securities of the Company is then listed and to pay all fees and expenses in connection therewith.

The Company may require each Stockholder whose Registrable Securities are covered by a registration statement and each other Participating Stockholder to furnish to the Company such information regarding itself and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing in order to comply with the Securities Act, and each such Person agrees to notify the Company as promptly as practicable of any inaccuracy or change in information it has previously furnished to the Company in writing or of the

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happening of any event, in either case as a result of which any prospectus relating to such registration contains an untrue statement of a material fact regarding such Person or the distribution of such Registrable Securities or omits to state any material fact regarding such Person or the distribution of such Registrable Securities required to be stated therein or necessary to make the statement therein not misleading in light of the circumstances then existing, and to promptly furnish to the Company any additional information required to correct and update any previously furnished information or required such that such prospectus shall not contain, with respect to such Person or the distribution of such Registrable Securities, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Each such Stockholder and each Participating Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 2.3(c)(ii), (iii), (v), (vi) or (vii) hereof, such Stockholder will forthwith discontinue disposition of such Registrable Securities covered by such registration statement or prospectus until such Stockholder’s receipt of the copies of the supplemented or amended prospectus relating to such registration statement or prospectus, or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in such prospectus, and, if so directed by the Company, such Stockholder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Person’s possession, of the prospectus covering the Registrable Securities current at the time of receipt of such notice.

     Section 2.4 Underwritten Offerings.

          (a) Demand Underwritten Offerings. In any offering pursuant to a registration requested under Section 2.1 which is to be effected as a firm commitment underwritten offering, sales shall be made through a nationally recognized investment banking firm (or syndicate managed by such a firm) selected by the holders of a majority of the Registrable Securities of the Stockholders participating in such registration and reasonably satisfactory to the Board of Directors. The Company shall enter into an underwriting agreement which shall be reasonably satisfactory in form and substance to the holders of a majority of the Registrable Securities held by the Stockholders participating in such registration and which shall contain representations, warranties and agreements (including indemnification agreements to the effect and to the extent provided in Section 2.7) as are customarily included by an issuer in underwriting agreements with respect to secondary distributions. The Stockholders participating in such registration shall be parties to such underwriting agreement and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Stockholders. The Stockholders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Person, such Person’s Registrable Securities and its intended method of distribution and any other representation required by law.

          (b) Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a Participating Stockholder as provided in Section 2.2 and subject to the provisions

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of Section 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by the Participating Stockholders among the securities to be distributed by underwriters. The Participating Stockholders participating in the registration shall be party to the underwriting agreement between the Company and such underwriters and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the Participating Stockholders. Except as provided in this sentence, the Participating Stockholders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Person, such Person’s Registrable Securities and the intended method of distribution and any other representation required by law.

     Section 2.5 Preparation: Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give each Stockholder participating in the registration, its underwriters, and its counsel and accountants and each Participating Stockholder, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of each such Stockholder, each Participating Stockholder and such underwriters’ counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

     Section 2.6 Limitations, Conditions and Qualifications to Obligations Under Registration Covenants. The obligations of the Company to cause the Registrable Securities to be registered under the Securities Act are subject to each of the following limitations, conditions and qualifications: The Company, by act of its Board of Directors, shall be entitled to postpone for a reasonable period of time (but not exceeding ninety (90) days during any 12-month period) the filing or effectiveness of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2.1 if the Board of Directors of the Company determines, in its reasonable judgment, that (a) the Company is in possession of material information that has not been disclosed to the public and the Board of Directors of the Company reasonably deems it to be advisable not to disclose such information at such time in a registration statement or (b) such registration and offering would interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company and its Subsidiaries, taken as a whole, and, in any such case, the Company promptly gives each Stockholder written notice of such determination containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company shall so postpone the filing of a registration statement, the holders of a majority of the Registrable Securities covered by such registration statement shall have the right to withdraw the request for registration by giving written notice of withdrawal and, in the event of such withdrawal, such demand for registration related to the withdrawn registration statement shall not be counted for purposes of the demands for registration to which the Stockholders are entitled pursuant to Section 2.1 hereof.

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     Section 2.7 Indemnification.

          (a) Indemnification by the Company. In the event of any registration of any Registrable Securities under the Securities Act, the Company will, and hereby does, indemnify and hold harmless, to the fullest extent permitted by law, the Stockholders and the Participating Stockholders, their respective directors, officers, agents, Affiliates, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls a Stockholder, a Participating Stockholder or any such underwriter within the meaning of the Securities Act, against any and all judgments, fines, penalties, charges, costs, amounts paid in settlement, losses, claims, damages, liabilities, expenses, or attorney fees, joint or several, incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto, including interest on the foregoing (“Indemnified Damages”), to which they or any of them may become subject under the Securities Act or any other statute or common law, insofar as any such Indemnified Damages arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement relating to the sale of such securities or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, if used prior to the effective date of such registration statement (unless such statement is corrected in the final prospectus and the Company has previously furnished copies thereof to any Stockholder or Participating Stockholder seeking such indemnification and the underwriters), or contained in the final prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment thereof or supplement thereto) if used within the period during which the Company is required to keep the registration statement to which such prospectus relates current, or the omission or alleged omission to state therein (if so used) a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the indemnification agreement contained herein shall not apply to such Indemnified Damages to a particular Person to be indemnified hereunder arising out of, or based upon, any such untrue statement or alleged untrue statement, any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such Person stating that it is for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing.

     Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a Stockholder, a Participating Stockholder or any such director, officer, agent, Affiliate, underwriter or controlling Person and shall survive the Transfer of such securities by a Stockholder or Participating Stockholder.

          (b) Indemnification by a Stockholder. The Company may require, as a condition to including the Registrable Securities of a Stockholder or a Participating Stockholder in any registration statement filed pursuant to Section 2.1 or 2.2, that the Company shall have

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received an undertaking satisfactory to it from such Stockholder or such Participating Stockholder severally and not jointly (in the same manner and to the same extent as each other Stockholder or Participating Stockholder) to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.7) the Company, its officers and directors and each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act with respect to any untrue statement or alleged untrue statement in, or omission or alleged omission from, such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information such Stockholder or such Participating Stockholder furnished to the Company through an instrument duly executed by him specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, amendment or supplement, provided that such Stockholder or Participating Stockholder shall not indemnify the Company with respect to any such untrue statement or alleged untrue statement or omission or alleged omission which was subsequently corrected with information (contained in a writing in compliance with the requirements of this paragraph timely delivered to the Company) to be included in an amendment or supplement to such registration statement, preliminary prospectus or final prospectus, if such amendment or supplement would have avoided the liability otherwise subject to indemnification by such Stockholder or Participating Stockholder and the Company failed to deliver such amendment or supplement as necessary to avoid such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the Transfer of such securities by the Stockholder or the Participating Stockholder to whom it relates. In no event shall any indemnity paid by a Stockholder or a Participating Stockholder to the Company or any other Person indemnified pursuant to Section 2.7(b) (or to whom contribution is paid pursuant to Section 2.7(e)), or otherwise, exceed individually or in the aggregate the proceeds (net of all applicable fees paid by such indemnifying party) received by such indemnifying party in such offering.

          (c) Notices of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 2.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 2.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. If, in the reasonable judgment of the counsel to the indemnified party, having common counsel with an indemnifying party could result in a conflict of interest because of

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different or additional defenses that may be available to the indemnified party, then such indemnified party may employ at the indemnifying party’s expense separate counsel to represent or defend such indemnified party in such action, it being understood, however, that the indemnifying party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties (in addition to local counsel) in such action or group of related actions arising out of the same facts or circumstances. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the indemnified party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as to the status of the defense; provided, however, that the failure to keep the indemnifying party so informed shall not affect the obligations of the indemnifying party hereunder. Except as provided above with respect to contested indemnification claims and failures by an indemnifying party to act, no indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (which consent shall not be unreasonably withheld, delayed or conditioned), consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the indemnified party with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made.

          (d) Indemnification Payments. The indemnification required by this Section 2.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.

          (e) Contribution. If the indemnification provided for in this Section 2.7, shall for any reason be held by a court to be unavailable to an indemnified party under subparagraph (a) or (b) hereof in respect of any Indemnified Damages, then, in lieu of the amount paid or payable under subparagraph (a) or (b) hereof, the indemnified party and the indemnifying party under subparagraph (a) or (b) hereof shall contribute to the aggregate Indemnified Damages, in

16

such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party with respect to the statements or omissions which resulted in such Indemnified Damages, as well as any other relevant equitable considerations. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligations of Stockholders and Participating Stockholders to contribute as provided in this subparagraph (e) are several in proportion to the relative value of their respective Registrable Securities covered by such registration statement, and are not joint. In addition, no person shall be obligated to contribute hereunder any amounts in payment for any settlement of any action or claim effected without such Person’s consent, which consent shall not be unreasonably withheld, delayed or conditioned.

          (f) Other Rights Liabilities. The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the indemnified party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

          (g) Other Indemnification and Contribution. Indemnification and contribution similar to that specified in the preceding subdivisions of this Section 2.7 (with appropriate modifications) shall be given by the Company and each Stockholder whose Registrable Securities included in a registration and each other Participating Stockholder with respect to any required registration or other qualification of Registrable Securities under any federal or state law or regulation of any Governmental Authority other than the Securities Act.

     Section 2.8 Registration Expenses. The Company will pay all Registration Expenses (as defined below) in connection with (i) any demand registrations pursuant to Section 2.1(a) and (b), (ii) the first three registrations on Form S-3 of Registrable Securities pursuant to Section 2.l(h)(i) and (iii) the first three registrations on Form S-3 of Investor Registrable Securities pursuant to Section 2.1(h)(ii); provided that in the case where a registration statement under Section 2.2 fails to become effective or fails to become effective as provided in Section 2.1(d), the Company shall additionally pay the fees and expenses of the Participating Stockholders’ counsel and of any other Person retained by them. Registration Expenses include all expenses incident to the Company’s performance of or compliance with this Agreement, including, without limitation, all registration and filing fees, including fees with respect to filings required to be made with the SEC and the National Association of Securities Dealers, Inc., fees and expenses of compliance with securities or blue sky laws, including, without limitation, reasonable fees and disbursements of counsel for the underwriters, all word processing, duplicating and printing expenses, messenger, telephone and delivery expenses, and fees and disbursements of counsel of the Company, one counsel for the participating Stockholders (selected by the holders of a majority of the Registrable Securities of such participating Stockholders) and of all independent certified public accountants of the Company (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance), underwriters fees and disbursements (excluding underwriting discounts and commissions, SEC or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities) securities acts liability insurance if the Company so desires, fees and expenses of other Persons retained by the Company (all such expenses being herein called “Registration Expenses”). Registration

17

Expenses shall not include underwriting discounts and commissions and transfer taxes, if any, and fees and expenses of any counsel to Participating Stockholders and other expenses of Participating Stockholders. Except as otherwise provided above, the Company will also pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company.

     Section 2.9 Certain Rights of Stockholders if Named in a Registration Statement. If any statement contained in a registration statement under the Securities Act refers to a Stockholder or a Participating Stockholder by name or otherwise as the holder of any securities of the Company, then a Stockholder or a Participating Stockholder shall have the right to require the insertion therein of language, in form and substance reasonably satisfactory to it and the Company, to the effect that its holdings do not necessarily make it a “controlling person” of the Company within the meaning of the Securities Act and is not to be construed as a recommendation of the investment quality of the Company’s securities covered thereby.

     Section 2.10 Rule 144. If the Common Stock is admitted to trading or listed on a national securities exchange, the Nasdaq National Market or NASDAQ, the Company shall take all actions and file all such information, documents and reports as shall be required to enable a Stockholder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

     Section 2.11 Registration Rights. The Company covenants that it will not grant any right of registration under the Securities Act relating to any of its shares of capital stock or other securities to any Person other than pursuant to this Agreement, unless (i) the rights so granted to another Person do not limit or restrict the Stockholders’ right to request four demand registrations as provided for in Section 2.1 hereof at such times and covering such amount of Registrable Securities as the Stockholders determine (except as such timing or amount of Registrable Securities may otherwise be limited by the express terms of this Agreement) and (ii) the rights so granted to another Person do not limit or restrict the rights granted pursuant to Section 2.1 or Section 2.2 hereof to a Stockholder to have such Registrable Securities included in any registration by the Company under the Securities Act made pursuant to a demand by the Stockholders or by the Company of its securities for its own account (except as such rights are otherwise expressly limited by the terms of this Agreement).

     Section 2.12 Assignment of Rights. The rights of the Stockholders set forth in this ARTICLE 2 are transferable to each Transferee of shares of Registrable Securities. Each such Transferee must consent in writing to be bound by the terms and conditions of this Agreement in order to acquire the rights granted hereunder by executing a copy of the Joinder Agreement.

     Section 2.13 Limitations on Sale or Distribution. Each Stockholder hereby agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution

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of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) within 180 days after the effective date of the registration statement related to the IPO. The Stockholders agree to execute any lockup agreement containing the foregoing terms, and such other customary and reasonable restrictions on resale, as may be required by such applicable underwriter.

ARTICLE 3 GENERAL

     Section 3.1 Amendments, Waivers and Consent. For the purposes of this Agreement and all agreements executed pursuant hereto, no course of dealing between or among any of the parties hereto and no delay on the part of any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. This Agreement may not be amended or modified or any provision hereof waived without the joint written consent of (a) the Company, (b) Stockholders holding a majority of the shares of Common Stock, and (c) Preferred Stockholders holding not less than 66²/³% of the shares of Common Stock issued upon conversion of the Preferred Stock then held by such Preferred Stockholders with the Preferred Stockholders voting together as a single class; provided that any party may waive any provision hereof intended for its benefit by written consent; provided, further, that the observance of any term hereof relating to the rights of the Investors may be amended, modified or waived (either retroactively or prospectively) with (and only with) the written consent of the Investors.

     Section 3.2 Governing Law. This Agreement shall be deemed to be a contract made under, and shall be construed in accordance with, the laws of the State of Delaware, without giving effect to conflict of laws principles thereof.

     Section 3.3 Section Headings. The descriptive headings in this Agreement have been inserted for convenience only and shall not be deemed to limit or otherwise affect the construction of any provision thereof or hereof.

     Section 3.4 Effectiveness; Binding Effect. This Agreement amends, restates and replaces in its entirety the Stockholders Agreement and is binding on all the parties to the Stockholders Agreement, and the failure of one or more parties to the Stockholders Agreement to sign this Agreement shall not affect such effectiveness. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

     Section 3.5 Additional Parties. Any person who purchases or otherwise acquires Common Stock from the Company or a Stockholder prior to the consummation of the IPO, who has joined as a party to the Stockholders Agreement by executing a signature page in the form attached thereto for execution by Stockholders, shall be added to Schedule I and shall be considered a Stockholder for purposes of this Agreement. In addition, any person who is the Transferee of Registrable Securities and who executes a Joinder Agreement in accordance with Section 2.12 shall be added to Schedule I and shall be considered a Stockholder for purposes of this Agreement.

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     Section 3.6 Notices and Demands. Any notice, demand or other communication which is required or provided to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given and received for all purposes when delivered by hand, electronic mail transmission (including, without limitation, electronic mail attachment), telecopy, telex or other method of facsimile, or five days after being sent by certified or registered mail, postage and charges prepaid, return receipt requested, or two days after being sent by overnight delivery providing receipt of delivery. Any such notice, demand, or other communication must be sent as follows:

     if to the Company, to:

MetroPCS Communications, Inc.
8144 Walnut Hill Lane
Suite 800
Dallas, Texas 75231
Attention: Keith Terreri
Telephone: (214) 265-2550
Telecopy: (866) 590-9558
email: kterreri@metropcs.com

and

MetroPCS Communications, Inc.
8144 Walnut Hill Lane
Suite 800
Dallas, Texas 75231
Attention: Legal Department
Telephone: (214) 265-2550
Telecopy: (866) 685-9618
email: mstachiw@metropcs.com

     with a copy to (which shall not constitute notice):

Baker Botts L.L.P.
2001 Ross Avenue, Suite 1100
Dallas, TX 75201
Attention: William D. Howell
Telephone: (214) 953-6418
Telecopy: (214) 661-4418
email: bill.howell@bakerbotts.com

     if to a Stockholder, to:

the mailing address, telecopy number and/or email address for notice as set forth in the books and records of the Company,

20

or, in the case of any party, at such other address, telecopy number and/or email address as such party shall specify in a written notice delivered to all other parties to this Agreement in accordance with this Section.

     Section 3.7 Remedies; Severability. It is specifically understood and agreed that any breach of the provisions of this Agreement by any Person subject hereto will result in irreparable injury to the other parties hereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law). The Company may refuse to recognize any unauthorized Transferee as one of its stockholders for any purpose, including without limitation, for purposes of the registration rights provided in this Agreement, until the relevant party or parties have complied with all applicable provisions of this Agreement or the Stockholders Agreement (if the Transfer occurred prior to the date this Agreement becomes effective). Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited, invalid or illegal under such applicable law, such provision shall be ineffective to the extent of such prohibition, invalidity or illegality, and such prohibition, invalidity or illegality shall not invalidate the remainder of such provision or the other provisions of this Agreement.

     Section 3.8 Integration. This Agreement, including the exhibits, documents and instruments referred to herein or therein, constitutes the entire agreement, and supersedes all other prior and contemporary agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and amends and restates in its entirety the Stockholders Agreement.

     Section 3.9 Termination. The provisions of this Agreement shall terminate and be of no further force or effect upon the date which none of the Stockholders party to this Agreement hold any shares of Registrable Securities or the parties mutually agree to terminate.

     Section 3.10 Confidential Information.

          (a) For the purposes of this Section 3.10, “Confidential Information” means all information regarding the Company or any Subsidiary or Affiliate thereof or any other confidential information, disclosed, provided, or made known to any Stockholder by the Company, its affiliates or Subsidiaries or by a third party who has confidentiality obligations with the Company or its Subsidiaries, provided that such term does not include information that (i) was publicly known or otherwise known to such Stockholder prior to the time of such disclosure, (ii) subsequently becomes publicly known through no act or omission by such Stockholder or any person acting on such Stockholder’s behalf, or (iii) otherwise becomes known to such Stockholder other than through disclosure by the Company or any Subsidiary or Affiliate thereof without a duty to keep it confidential.

          (b) Each Stockholder will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by it in good faith to protect confidential information of third parties delivered to it, provided that such Stockholder may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents,

21

attorneys and Affiliates on a need to know basis (to the extent such disclosure reasonably relates to the administration of the investment represented by the shares of the Company’s capital stock held by such Stockholder), (ii) its financial advisors, indemnitees, and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 3.10, (iii) any other Stockholder party to this Agreement, (iv) any Governmental Authority having jurisdiction over such Stockholder and which has valid legal authority to demand the Confidential Information, or (v) any other person to which such delivery or disclosure may be necessary or appropriate (x) to effect compliance with any law, rule, regulation or order applicable to such Stockholder, (y) in response to any subpoena or other legal process, or (z) in connection with any litigation to which such Stockholder is a party.

[SIGNATURE PAGE FOLLOW]

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMPANY:
METROPCS COMMUNICATIONS, INC.
By:
	Name:	Roger D. Linquist
	Title:	President and Chief Executive Officer

Signature Page To
Registration Rights Agreement

STOCKHOLDERS:
Entities:
By:
	Name:
	Title:
Individuals:
By:
	Name:

Signature Page To
Registration Rights Agreement

SCHEDULE I

STOCKHOLDERS

I-1

EX-10.4(A)

Exhibit 10.4(a)

EXECUTION COPY

GENERAL PURCHASE AGREEMENT

BETWEEN

METROPCS WIRELESS, INC.

AND

LUCENT TECHNOLOGIES INC.

Agreement No.: LNM01NMDK02005

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

*** Where this marking appears throughout this Exhibit 10.4(a), information has been omitted pursuant to a request for confidential treatment and such information has been filed with the SEC separately.

TABLE OF CONTENTS
GENERAL PURCHASE AGREEMENT
BETWEEN METROPCS WIRELESS, INC.
AND LUCENT TECHNOLOGIES INC.

	Page
Article I General Provisions Applicable To Entire Agreement
1.1 Headings and Definitions
1.2 Term of Agreement
1.3 Scope
1.4 Entitlement to Discounts
1.5 Planning Information
1.6 Orders
1.7 Customer-Initiated Changes
1.8 Seller-Initiated Changes
1.9 Prices
1.10 Invoices and Terms of Payment
1.11 Delivery and Installation Schedule
1.12 Transportation
1.13 Packing, Marking and Shipping
1.14 Title and Risk of Loss
1.15 Compliance With Laws
1.16 Taxes
1.17 Training
1.18 Termination of Orders for Convenience
1.19 Termination for Breach
1.20 Patents, Trademarks and Copyrights
1.21 Use of Information
1.22 Notices
1.23 Right of Access
1.24 Independent Contractor
1.25 Limitations on Remedies
1.26 Force Majeure
1.27 Assignment
1.28 General Indemnities
1.29 Publicity
1.30 Applicable Law
1.31 Survival of Obligations
1.32 Severability
1.33 Non-Waiver
1.34 Customer Responsibility
1.35 Dispute Resolution
1.36 Security Interest
1.37 Financing Requirements

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

-i-

	Page
1.38 Representations, Warranties and Covenants of Seller
1.39 Representations, Warranties and Covenants of Customer
1.40 Subcontractors
1.41 Insurance
Article II Provisions Applicable to the Purchase of Products
2.1 General
2.2 Product Availability
2.3 Documentation
2.4 Product Compliances
2.5 Product Changes
2.6 Continuing Product Support — Parts and Services
2.7 Specifications
2.8 Customer Technical Support
2.9 Product Warranties
2.10 Acceptance
Article III Provisions Applicable to the Licensing of Licensed Materials
3.1 General
3.2 License
3.3 Title, Restrictions and Confidentiality
3.4 Changes in Licensed Materials
3.5 Modifications to Software; Product Compliances
3.6 Modification by Customer
3.7 Related Documentation
3.8 Software Warranty
3.9 Cancellation of License
3.10 Taxes Applicable to Software
Article IV Provisions Applicable to Engineering, Installation and Other Services
4.1 General
4.2 Acceptance of Installation
4.3 Seller’s Personnel
4.4 Conditions of Installation and Other Services Performed on Customer’s Site
4.5 Work Done by Others
4.6 Seller’s Right to Re-Deploy Resources
4.7 Services Warranties
Article V Entire Agreement and Execution
5.1 Entire Agreement
5.2 Termination of Existing Agreement

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

-ii-

	Page
Attachments
Attachment A *** Pricing
Attachment B Training
Attachment C *** Pricing
Attachment D RTSA and Sun MVM
Attachment E Responsibilities Matrix for System Engineering, Implementation, and Optimization Services
Attachment F Change Management Process
Attachment G Repair and Exchange Services
Attachment H Product Standard Intervals
Attachment I Cell Site Self-Install Agreement
Attachment J Services
Attachment K Co-Marketing
Attachment L Messaging
Attachment M Intelligent Network

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

-iii-

GENERAL PURCHASE AGREEMENT BETWEEN METROPCS WIRELESS, INC.
AND
LUCENT TECHNOLOGIES INC.

This General Purchase Agreement (this “Agreement”), effective as of the Effective Date, is made by and between Lucent Technologies Inc., a Delaware corporation having an office at 600 Mountain Avenue, Murray Hill, New Jersey 07974, and MetroPCS Wireless, Inc., a Delaware corporation having an office at 8144 Walnut Hill Lane, Suite 800, Dallas, Texas 75231.

RECITALS:

WHEREAS, Customer provides PCS at or near the 1.9 GHz bands under a license(s) issued by the FCC;

WHEREAS, Customer wants Seller, at Customer’s request, to be one of its suppliers of wireless base stations, switches, power, cable and transmission equipment and Services to include, without limitation, engineering services, such as preparation of equipment specifications, and installation of networks, such as equipment installation, equipment removal and cable mining, and maintenance and repair of networks, and Seller desires to provide such Products and Services to Customer, all on the terms and conditions set forth herein;

WHEREAS, Customer and Seller entered into a General Agreement for Purchase of Personal Communications Services Systems effective as of October 1, 2002 (as the same may have been amended and/or supplemented from time to time, the “2002 Contract”), pursuant to which Seller agreed to provide products, licensed materials and services to Customer; and

WHEREAS, the Parties desire to terminate the 2002 Contract in its entirety as of the Effective Date and to enter into this Agreement to define the current relationship between the Parties.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereby agree to the foregoing and as follows:

ARTICLE I

GENERAL PROVISIONS APPLICABLE TO ENTIRE AGREEMENT

1.1 HEADINGS AND DEFINITIONS

All headings used in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement or any clause contained herein. For purposes of this Agreement, the following definitions will apply:

“AAA” shall have the meaning set forth in Section 1.35.

“Acceptance” means that: (a) with respect to Products and Licensed Materials, the applicable Products and/or Licensed Materials have been accepted as set forth in Section 2.10(a) or Section 2.10(b), as applicable; and (b) with respect to Services, (i) the applicable Acceptance Tests have

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

been successfully performed as set forth in Section 4.2 and Seller has completed all Punch List Items; or (ii) Acceptance is deemed to occur under Section 4.2.

“Acceptance Date” means the date on which the applicable Product, Licensed Material or Service achieves Acceptance.

“Acceptance Tests” means all mutually agreed acceptance tests to be performed pursuant to this Agreement all of which are designed to determine whether the Products, Licensed Materials and the Services meet the Specifications and the terms and conditions contained in this Agreement.

“Advertising” means all advertising, sales promotion, press releases, and other publicity matters relating to this Agreement.

“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with another entity, where “control” means to own or control over fifty percent (50%) of the voting power of the applicable entity or otherwise to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or by contract or otherwise, provided that, once such control ceases to exist, the affected entity will no longer qualify as an Affiliate for purposes of this Agreement.

“Annual Maintenance Fees” means those charges for Services and Software Updates under Seller’s BRSS Program as further described in Attachment D to this Agreement.

“Applicable Laws” means: (a) as to either Party, all federal, state and local laws, ordinances, rules, regulations, court orders and governmental or regulatory agency orders that are applicable to its performance of this Agreement; and (b) in the case of Seller, all federal, state and local laws, ordinances, rules, regulations, court orders and governmental or regulatory agency orders that are applicable to products, licensed materials and services of the type to be provided to Customer hereunder.

“Applicable Permits” means all permits and licenses which either Party requires for it to conduct business and/or perform its obligation under this Agreement.

“Assignment” shall have the meaning set forth in Section 1.27(a).

“Authorized Users” means: (a) Customer and its employees; (b) Customer’s Affiliates and their employees; (c) any Designated Entity and its employees; ***.

“Backwards Compatible” means, with respect to Software, the ability of a new Major Release, Software Update, or Software Upgrade (as defined in Attachment D) to function with the

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

2

immediately preceding Major Release, Software Update, or Software Upgrade, as the case may be, in accordance with their respective Specifications, and with all existing In Revenue Service Seller Manufactured Products (only to the extent that such Software has been designed to function with such Seller Manufactured Products) already installed or already ordered from Seller to be installed in the relevant PCS System.

“BRSS Program” and “BRSS” means the optional program described in Attachment D of this Agreement under which Seller offers to Customer Major Releases, Point Releases, Software Updates, Software Upgrades, Standard Base Software Releases, Retrofits and Crafts for Software for which Customer has paid the applicable Annual Maintenance Fee.

“Business Day” means any day other than a Saturday or Sunday or a day on which banks in Dallas, Texas are authorized or required by Applicable Laws to be closed.

“CDMA” shall mean code-division multiple access, a form of spread spectrum technology, which operates in segments of 1.25 MHz.

“Change Order” shall have the meaning set forth in Section 1.7(a).

“Claims” shall have the meaning set forth in Section 1.35.

“Comparable Customers” has the meaning defined in Section 1.9(d)(i).

“Craft” shall have the meaning set forth in Attachment D.

“Creditworthy” shall mean that: (a) less than *** of the non-disputed receivable balance owed to Seller and its Affiliates is aged over *** days from the invoice date at any given time unless otherwise mutually agreed to in writing; (b) the total non-disputed receivable balance owed to Seller and its Affiliates does not exceed *** unless otherwise mutually agreed to in writing; (c) Customer has provided consolidated financial statements to Seller in accordance with Section 1.6(b); and (d) Customer and its Affilitates have not experienced a material adverse change in the business assets operation or condition, financial or otherwise, taken as a whole, which materially and adversely affects Customer’s ability to meet its payment obligations hereunder.

“Customer” means (a) MetroPCS Wireless, Inc. and any successors and permitted assigns; (b) any Customer Affiliates with Pre-Existing Affiliate Agreements made a party hereto under Section 1.3(b); and (c) any Affiliate who elects to purchase or license Products, Licensed Materials and/or Services under this Agreement; provided that any such Affiliate executes a written acknowledgment agreeing to be bound by the provisions of this Agreement.

“Customer Event of Default” shall have the meaning set forth in Section 1.19(a).

“Customer Changes” shall have the meaning set forth in Section 1.7(a).

“Customer Indemnified Parties” shall have the meaning set forth in Section 1.20(a).

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

3

“Customer Price List” means Seller’s published price notification releases furnished by Seller for purposes of communicating Seller’s prices or pricing-related information to Customer; however, this does not include firm price quotations.

“Delivery Date”, “Delivery” or similar derivations thereof means the actual date on which a Product, Licensed Materials or other item to be delivered by Seller hereunder is physically delivered to the destination designated by Customer in the applicable Purchase Order and the Customer designated recipient has signed off on the same.

“Designated Entity” means any Person to which Customer or one of its Affiliates leases or provides Products and with respect to which Customer or one of its Affiliates has an equity or membership interest of seventy percent (70%) or more.

“Designated Processor” means the Product for which the licenses to use Licensed Materials are initially granted.

“Disabling Code” shall have the meaning set forth in Section 3.8(a)(v).

“Discontinued Product” shall have the meaning set forth in Section 2.2.

“Effective Date” means June 6, 2005.

“EFT” shall have the meaning set forth in Section 1.10(a).

“Existing Market” shall mean a Market which is listed in or defined as an Existing Market in Attachment A or C, as appropriate.

“FCC” means Federal Communications Commission, or any successor entity.

“Firmware” means a combination of (a) hardware; and (b) Software represented by a pattern of bits contained in such hardware. The Firmware referenced herein is the current version available for commercial customers.

“First Office Application” shall mean the first installation and use in any of Seller’s customers’ networks of a particular Product or Licensed Material (including a Software release, feature and Software Upgrade).

“Fit” means the suitability or readiness of a Product, Software and/or other item for a particular application, including environmental extremes, marginal parameters, physical and signal compatibility with interfacing systems and surroundings, level of performance, safety margins, reliability, maintainability and installability.

“Form” means the weight, density, chemical or product composition, size, shape, structure, appearance, protocol, pattern, composition, configuration and marking/identification of a Product, Software and/or other item.

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“Function” means the set of features that the Product, Software and/or other item has been designed for use, as described in its Specifications.

“Force Majeure” means fires, strikes, riots, embargoes, explosions, earthquakes, floods, wars, water, the elements, government requirements, civil or military authorities, acts of God or by the public enemy, inability to secure raw materials or transportation facilities, acts or omissions of carriers or suppliers of raw materials, or other similar causes beyond a Party’s control, but only to the extent that a Party’s actual performance is impaired whether or not similar to the foregoing.

“Guaranteed Delivery Date” shall mean the date Seller shall be obligated to deliver certain items to Customer based on the intervals set forth in Attachment H.

“Hazardous Material” means material designated as a “hazardous chemical substance or mixture” by the Administrator, pursuant to Section 6 of the Toxic Substance Control Act, a “hazardous material” as defined in the Hazardous Materials Transportation Act (49 U.S.C. 1801, et seq.), or a “hazardous substance” as defined in the Occupational Safety and Health Act Hazard Communication Standard (29 CFR 1910.1200).

“Indemnifying Party” shall have the meaning set forth in Section 1.28(a).

“Initial Term” is defined in Section 1.2(a).

“Information” means all documentation and technical and business information in whatever form recorded, which a Party may furnish under, or has furnished in contemplation of, this Agreement. Information does not include Software (whether or not embodied in Firmware) or Related Documentation, the use of which is governed by Article III of this Agreement.

“Infringement Claim” shall have the meaning set forth in Section 1.20.

“In Revenue Service” means use of a Product or any part thereof for commercial service, whether or not revenue is actually being generated.

“Installation Completion” shall have the meaning set forth in Section 4.2.

“Installation Completion Date” shall have the meaning set forth in Section 4.2.

“Know-How” means concepts, techniques, information, reports, programs, program materials, documentation, diagrams, outlines, flow charts, user interfaces, technology, formulas, processes, algorithms and the like that are used to implement, support and/or develop a Product and/or Licensed Material.

“Liabilities” means losses, costs (including, but not limited to, reasonable attorneys fees and costs at trial and on appeal, if any), claims, demands, injuries, damages, judgments, penalties, fines, forfeitures, or liabilities.

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“Licensed Area” means one of the major trading areas in frequency blocks A and B or one of the basic trading areas in frequency blocks C, D, E, or F for which the FCC has granted a license to construct and operate a PCS System.

“Licensed Materials” means the Software and Related Documentation for which licenses are granted by Seller under this Agreement; no Source Code versions of Software are included in Licensed Materials.

“Lucent” is synonymous with Seller.

“Major Release” shall have the meaning set forth in Attachment D.

“Market” shall mean a Licensed Area, or an area within a Licensed Area, or combination of Licensed Areas and areas in Licensed Areas, as designated by Customer for PCS.

“MOP” shall have the meaning set forth in Section 4.4.

“MSC” shall mean mobile switching center.

“New Market” means a Market where Customer has not previously provided PCS and where Customer deploys a PCS System that is placed into In Revenue Service. Selected New Markets are identified in Attachments A and C.

“Others” shall have the meaning set forth in Section 1.21(a).

“Party” means either Customer or Seller, and “Parties” means Customer and Seller.

“PCS” means broadband personal communications services as authorized by the FCC in the frequency range of 1850MHz to 1910MHz and 1930MHz to 1990MHz.

“PCS CDMA System Products” means a collection of (a) PCS CDMA products and software which comprise a PCS System used to provide PCS Services in the PCS frequency range which are used in switching, wireless access and transport of voice and data at PCS frequencies based on CDMA technology substantially similar those Products and Software which are described in Attachments A and C, Sections 4A(i)(ii)(iii) and 4B(i)(ii)(iii)(iv)(v)(vi)(viib), and which are used and required in an integrated network solution, and (b) those new, replacement or enhanced PCS CDMA products and software that become available during the Term when generally available which comprise a PCS System to provide PCS Services in the PCS frequency range which are used in switching, wireless access and transport of voice and data at PCS frequencies based on CDMA technology substantially similar to the Products and Software described in Attachments A and C, Sections 4A(i)(ii)(iii) and 4B(i)(ii)(iii)(iv)(v)(vi)(viib) and which are used and required in an integrated network solution. “PCS CDMA System Products” does not include site material or cabling ancillary to base station replacement

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“PCS System’’ means a collection of products and software to be deployed and operated by Customer, an Affiliate or a Designated Entity to provide PCS services in the PCS frequency range.

“Person” shall mean any individual, corporation, company, partnership, joint venture, association, trust, unincorporated organization or governmental authority.

“Point Release” shall have the meaning set forth in Attachment D.

“Pre-Existing Affiliate Agreement” shall have the meaning set forth in Section 1.3(b).

“Price Effective Date” means: (a) the date of Customer’s Purchase Order, if Seller receives and acknowledges receipt of the Purchase Order within five (5) Business Days of the date of the Purchase Order; (b) the date Seller actually receives the Purchase Order, if Seller receives and acknowledges receipt of the Purchase Order more than five (5) Business Days after the date of the Purchase Order; or (c) the date of the Purchase Order, if Seller is deemed to have accepted the Purchase Order as provided in Section 1.6(a).

“Product” means systems, equipment, and parts thereof acquired by Customer from Seller under this Agreement, but the term does not mean Software whether or not such Software is part of Firmware. The Products referenced herein are the current versions available for commercial customers.

“Product Manufacturing Information” means manufacturing drawings and specifications of raw materials and components, including part manufacturing drawings and specifications covering special tooling and the operation thereof, and a detailed list of all commercially available parts and components purchased by Seller on the open market disclosing the part number, name and location of the supplier, and price lists.

“Punch List Items” means the additional Services to be performed by Seller when such Services must be completed in order to achieve Acceptance, where the performance of Acceptance Tests has indicated thai such Services were incomplete or not otherwise ready for Acceptance at the time of the performance of such Acceptance Tests; provided that such Services are required to be performed by Seller pursuant to the terms of this Agreement, including all related Acceptance Tests and procedures.

“Purchase Order” means any purchase order issued by Customer to Seller pursuant to, and subject to the terms and conditions of, this Agreement, or any document that the Parties mutually agree upon as the vehicle for Customer’s procurement of Products, Licensed Materials and Services pursuant to, and subject to the terms and conditions of, this Agreement.

“Related Documentation” or “Documentation” means materials useful in connection with Products and/or Software, such as, but not limited to, flow charts, logic diagrams, program descriptions, and Specifications. No Source Code versions of Software are included in Related Documentation.

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“Remote Technical Support” and “RTS” mean the optional support Service as described in Attachment D.

“Renewal Term” shall have the meaning set forth in Section 1.2(b).

“Repair Parts” means new, remanufactured, reconditioned, refurbished, or functionally equivalent parts for the maintenance, replacement, and repair of Products sold pursuant to this Agreement.

“RTS Program” shall have the meaning set forth in Section 2.8.

“Seller” means Lucent Technologies Inc. and any successors and permitted assigns.

“Seller Changes” shall have the meaning set forth in Section 1.8(a).

“Seller Event of Default” shall have the meaning set forth in Section 1.19(b).

“Seller Manufactured Product” means a Product manufactured by Seller or purchased by it pursuant to its procurement specifications.

“Seller’s Competitor” means an entity whose primary business is the development, manufacture or sale (or licensing) of communications equipment and/or software.

“Services” means the performance of work requested by Customer or required to be performed by Seller under the terms of this Agreement and includes, but is not limited to: (a) engineering services such as preparation of equipment specifications, preparation and updating of office records, and preparation of a summary of material not specifically itemized in the Purchase Order; (b) installation services such as installation, equipment removal, and cable mining; and (c) other services, such as maintenance and repair.

“Site” shall mean the land and/or buildings owned or leased by Customer, one of its Affiliates or any Designated Entity for which all or any portion of a PCS System is or will be located.

“Software” means a computer program consisting of a set of logical instructions and tables of information which guide the functioning of a processor; such program may be contained in any medium whatsoever, including hardware containing a pattern of bits representing such program, but the term “Software” does not mean or include such medium. The Software described in this Agreement is the current version available for commercial customers and generally provided by Seller in connection with the Products referenced herein. “Software” shall include any Major Release, Software Update, Software Upgrade, Craft, Point Release, Standard Base Software Release and Retrofit, all as defined in Attachment D, which may be provided by Seller to Customer from time to time.

“Software Update” shall have the meaning set forth in Attachment D.

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“Source Code” means any version of Software incorporating high-level or assembly language that generally is not directly executable by a processor. Except as expressly provided herein, this Agreement does not require Seller to furnish any Source Code.

“Specifications” means Seller’s or its vendor’s technical published specifications for particular Products, Licensed Materials or Services furnished under this Agreement.

“Standard Interval” means the elapsed time, as specified in Attachment H, between the date of a Customer request for quote preparation of a Product, Licensed Material, and/or associated Service, and: (a the Delivery Date for such Product or Licensed Material not installed by Seller or (b) the Installation Completion Date for such Product or Licensed Material installed by Seller.

“Start Date” shall have the meaning defined in Section 1.11(a)

“Subcontractor” means all vendors, suppliers, consultants and subcontractors of every tier who have a contract with Seller or another subcontractor for the performance of any part of the Services.

“Tax Assessment” means all federal, state, or local sales, use, excise, gross receipts, municipal fees, transfer, transaction or similar taxes, fees, or surcharges, but excludes: (a) any tax, fee. assessment, or surcharge on either Party’s corporate existence, status, or income; (b) property taxes, fees, assessment, or surcharges; (c) any corporate franchise tax, fee, assessment, or surcharge; and (d) taxes, fees, assessment, and surcharges which are imposed directly on a Party’s gross or retail revenues.

“Term” shall have the meaning set forth in Section 1.2(b).

“Territory” means the 50 states of the United States plus the District of Columbia.

“Transition Period” shall have the meaning set forth in Section 1.19(f).

“Turnover” means, with respect to Products and Licensed Materials to be installed by Seller, that Seller has completed all implementation and Seller-testing-related activities relating to such Products and Licensed Materials, and such Products and Licensed Materials are ready for Customer to conduct Acceptance Tests.

“2002 Contract” shall have the meaning set forth in the Recitals.

“Use” with respect to Licensed Materials means the loading, running, using, or copying of the Licensed Materials, or any portion thereof, into or on a processor for execution of the instructions and tables contained in such Licensed Materials.

“ Vendor Item” means a Product or partial assembly of Products furnished by Seller but neither manufactured by Seller nor purchased by Seller pursuant to its procurement specifications.

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“Warranty Period” means the period of time listed in the respective warranty clauses which, unless otherwise stated, commences for: (a) Products and Licensed Materials: (i) on the Delivery Date; or (ii) if installed by Seller, on the Acceptance Date; and (b) Services, on the date Service is completed and accepted by Customer.

1.2 TERM OF AGREEMENT

     (a) Initial Term.This Agreement shall be effective on the Effective Date and, except as otherwise provided herein, shall continue in effect until the earlier of: (a) June 7, 2008; or (b) *** (the “Initial Term”). The modification or termination of this Agreement shall not affect the rights or obligations of either Party under any Purchase Order accepted by Seller before the effective date of the modification or termination.

     (b) Renewal Terms. Upon the expiration of the Initial Term, Customer will have the right to extend the term of this Agreement for up to three (3) successive periods of one (1) year each (each such one (1) year period, a “Renewal Term”). *** The Initial Term and the Renewal Terms are individually and collectively referred to herein as the “Term”.

1.3 SCOPE

     (a) General. The terms and conditions of this Agreement shall apply to all transactions pursuant to which Customer purchases, and Seller and/or any of its Affiliates furnishes, Products, Licensed Materials and/or Services for use by Customer, its Affiliates and/or any Designated Entity, and not for resale.
(b) New Customer Affiliates. If Customer acquires a new Affiliate following the date of this Agreement and such new Customer Affiliate is a party to one (1) or more agreements with Seller and/or one of Seller’s Affiliates (each agreement, a “Pre-Existing Affiliate Agreement”) covering substantially the same subject matter as this Agreement, Customer shall have the right, upon written notice to Seller, to terminate (or cause the Customer Affiliate to terminate) any and all Pre-Existing Affiliate Agreements between such new Customer Affiliate and Seller and/or one or more of its Affiliates without liability or penalty, and, upon Seller’s receipt of a written acknowledgment from the Customer Affiliate agreeing to be bound by the

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terms and conditions of this Agreement, all products, software and services acquired by such new Customer Affiliate from Seller and/or one of its Affiliates pursuant to such agreements thereafter shall be subject to the terms of this Agreement as though such products, software and services originally were provided to such new Customer Affiliate under this Agreement. Notwithstanding the preceding sentence: (i) the warranty periods set forth in a Pre-Existing Affiliate Agreement will continue to apply to the Products, Licensed Materials and Services purchased, licensed, delivered and performed under such Pre-Existing Affiliate Agreement; (ii) the prices, discounts, and credits set forth in this Agreement shall not retroactively apply to the Products, Licensed Materials and Services purchased, licensed, delivered and performed under a Pre-Existing Affiliate Agreement prior to the Effective Date; and (iii) ***.

     (c) Scope of the Initial Project. Seller and Customer acknowledge that the following represents generally the schedule of work to be performed hereunder to deploy, maintain and/or upgrades PCS CDMA System Products in the identified Markets. As soon as practicable, the Parties shall jointly develop detailed project plans and delivery and installation schedules consistent with the proposed schedule. The project plan will contain the responsibilities of both Parties. ***

			Available for In Revenue
Market	Market Start		Service
***	***			***
***		***		***
***		***		***
***		***		***
***		***		***
***		***		***

* “Q” means quarter

1.4 ENTITLEMENT TO DISCOUNTS

     (a) General. Attachments A and C reflect the prices applicable to Customer following the application of discounts to Seller’s standard prices. These prices shall be provided to Customer regardless of the number or level of Purchase Orders made by Customer, it being the understanding of the Parties that neither Customer nor its Affiliates is under any obligation to purchase or license any quantity of Products, Licensed Materials and/or Services from Lucent under this Agreement. The Parties agree that Purchase Orders to be issued by Customer in accordance with the terms of this Agreement will determine the actual purchases and related rights, duties and obligations of the Parties pursuant to this Agreement. Attachments A and C may be modified from time to time by mutual written agreement of the Parties.

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     (b)     Exclusivity.     Subject to the further terms of this Agreement including, without limitation, the further terms of this Section, Customer’s right to receive the prices, discounts and incentives set forth in Attachment A are conditional upon Customer’s purchasing exclusively from Seller Customer’s requirements for PCS CDMA System Products for all of the Licensed Areas licensed to Customer as of the Effective Date hereof and for any additional Licensed Areas acquired by Customer during the Initial Term (and during any Renewal Term for which Customer elects to continue purchasing under Attachment A, as set forth in Section 1.2(b)). Except as expressly set forth in Attachment A, and for the avoidance of doubt, the prices, discounts and incentives for any Products and Licensed Materials that do not constitute PCS CDMA System Products shall not require Customer to purchase such Products and Licensed Materials exclusively from Seller.

If any of the following events occur, then Customer will be relieved from the above-described exclusivity obligations as specifically set forth below:

(i)	If Customer ***, Customer shall be relieved from the exclusivity provisions of this Section ***.
(ii)	If Customer is relieved of the above-described exclusivity provision under Section 1.6(a), the prices, discounts and incentives set forth in Attachment A will apply to any and all subsequently placed Purchase Orders.
(iii)	If Customer is relieved of the above-described exclusivity provision under Section 1.6(b), the prices, discounts and incentives set forth in Attachment C will apply to any and all subsequently placed Purchase Orders.
(iv)	Under Section 1.26(b), if Customer has the right to cancel Purchase Orders and/or contract with another supplier for any products, licensed materials or services that Seller cannot supply or perform because of a Force Majeure, then Customer will be relieved of its exclusivity obligations under this Section for so long as the Force Majeure prevents Seller from performing. ***

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***  If and when ***, Customer shall resume purchasing PCS CDMA System Products exclusively from Seller as provided in this Section in any Licensed Area where  ***.

(v)

If Customer is permitted to purchase replacement products for a Discontinued Product from other suppliers as set forth in Sections 1.19(f), 2.2, 2.5 or 3.4, then Customer will be relieved of the above-described exclusivity provisions as provided in Sections 1.19(f), 2.2, 2.5 or 3.4, as applicable. If Customer subsequently orders from Seller the Discontinued Product or the other Products and Software that are an integral part of the Discontinued Product’s operation, the prices set forth in Attachment C will apply to such purchases.

(vi)

***

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Except when Customer is relieved of exclusivity pursuant to clauses (i) through (vi) above (but only to the extent relieved of exclusivity as provided above), if Customer has elected to purchase PCS CDMA System Products exclusively from Seller during the Initial Term or any Renewal Term, and ceases to purchase PCS CDMA System Products from Seller exclusively during such Term, then (i) Customer will no longer be entitled to the pricing set forth in Attachment A and the pricing set forth in Attachment C will apply to all of Customer’s purchases; (ii) ***; and (iii) ***. Such payment and repayment pursuant to the preceding sentence shall constitute Seller’s sole and exclusive remedy for Customer’s conversion from purchasing PCS CDMA System Products exclusively from Seller pursuant to Attachment A to Customer purchasing PCS CDMA System Products non-exclusively from Seller pursuant to Attachment C and, upon satisfaction of the requirements set forth in (i), (ii) and (iii) above, Customer will be deemed to have met its obligation, and such conversion shall not constitute a breach hereunder. Notwithstanding anything contained herein to the contrary, a renewal of this Agreement under which Customer purchases PCS CDMA System Products from the date of renewal from Seller non-exclusively pursuant to Attachment C shall not result in any payment to Seller.

Notwithstanding anything to the contrary in the Agreement or any Attachment, Customer shall have the right to purchase or license the Products, Licensed Materials and/or Services set forth on Attachments B, I, J and L at the prices (including, without limitation, all discounts, credits and incentives) and terms set forth in the applicable Attachment, irrespective of whether Customer fails to purchase or license the PCS CDMA System Products exclusively from Seller.

1.5 PLANNING INFORMATION

     Customer shall provide to Seller non-binding, rolling, four-quarter forecasts of Customer’s expected annual purchases under this Agreement. Customer shall deliver to Seller an updated version of each such rolling, four-quarter forecast on or before the beginning of each calendar quarter during the Term of this Agreement. Customer will endeavor to make such forecast and each quarterly update thereto accurate to within plus or minus *** of Customer’s actual Purchase Orders for the applicable quarter and within plus or minus *** with respect to the next approaching quarter of each rolling, four-quarter forecast. If, for any particular quarter, Customer’s actual purchasing requirements exceed Customer’s most recent forecast for that quarter by more than ***, Seller will have no obligation to ***.

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     Furthermore, the Parties shall meet on a semi-annual basis, or as otherwise mutually agreed, to review product and software development plans and requirements. In addition, Seller shall update Customer as to Seller’s planned product and software developments and schedules, and Customer shall update Seller as to Customer’s desired future services and product and software requirements.

1.6 ORDERS

     All Purchase Orders submitted by Customer shall be deemed to incorporate and be subject to the terms and conditions of this Agreement unless otherwise agreed in writing.

     (a) General. All Purchase Orders, including electronic Purchase Orders, shall contain the information detailed below:

(i)	complete and correct ship to and bill to addresses;
(ii)	the quantity and type of Products, Licensed Materials and/or Services being ordered;
(iii)	the price or the appropriate pricing mechanism;
(iv)	the Customer-requested Delivery Date in accordance with the Standard Interval for the Product, Licensed Materials or Service being ordered. A non-Standard Interval must be mutually agreed to by the Parties;
(v)	the requested Turnover date in accordance with the Standard Interval for the Product, Licensed Materials or Service being ordered; and
(vi)	reference to this Agreement.

Upon acceptance of the Purchase Order by Seller, the Customer requested delivery date contained in the Purchase Order will be deemed to be the delivery date for purposes of the Purchase Order

No provision or data on any Purchase Order or contained in any documents attached to or referenced in any Purchase Order or in any subordinate document (such as shipping releases), shall be binding, except data necessary for Seller to fill the Purchase Order. All such other data and provisions are hereby rejected. Electronic Purchase Orders shall be binding on Customer notwithstanding the absence of a signature. Electronic Purchase Orders shall be subject to the Purchase Order acceptance confirmation procedures under this Section. Customer shall be provided a sample Purchase Order format in order to comply with the requirements herein.

Promptly following receipt thereof, Seller shall acknowledge the date of Purchase Order receipt either in writing or electronic data interface format. If a Purchase Order is deemed accepted as provided below, the date of the Purchase Order will be the Price Effective Date for purposes of this Agreement.

All Purchase Orders are subject to acceptance by Seller; provided, however, that if Seller does not accept Purchase Orders that: (1) are submitted in accordance with, and comply with, the terms and conditions of this Agreement (including, without limitation, the lead times set forth in Attachment H); (2) the quantities of Products, Software and Services ordered are within the parameters of the forecasts submitted by Customer pursuant to Section 1.5; and (3) Customer is

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sufficiently Creditworthy, and has not materially breached any of its material obligations under this Agreement, and Seller does not otherwise accept the Purchase Order for reasons other than a Force Majeure, Customer will be ***.

If receipt of a Purchase Order is acknowledged by Seller, if not sooner accepted or rejected in writing by Seller, Purchase Orders submitted for Products, Licensed Materials, and/or Services in accordance with the terms and conditions of this Agreement shall be deemed accepted within ten (10) days of Purchase Order receipt by Seller.

Notwithstanding anything to the contrary in this Agreement or any Attachment, Customer is not required and/or obligated to purchase or license any Product, Software, Licensed Material, PCS CDMA System Product, PCS System, Information, Related Documentation, Service, Know-How or any other product or service from Lucent under this Agreement except as set forth in a duly authorized, accepted Purchase Order.

     (b) Credit Worthiness. Seller reserves the right to place any Purchase Order on hold, delay shipment, suspend performance (in each case with respect to a Product, Licensed Material or Service not yet paid for by Customer) and/or reject a Purchase Order: (i) if Customer is not Creditworthy; or (ii) if Customer has materially breached any of its material obligations under this Agreement, but only until such time as the material breach has been cured. In the event that Seller places any Purchase Order(s) on hold, delays shipment, suspends performance and/or rejects a Purchase Order due to insufficient Creditworthiness, or due to Customer’s uncured material breach of this Agreement, the Parties promptly shall meet in an effort to resolve the matter, and the delivery and performance schedules under this Agreement shall be extended by the period of time required for Customer and Seller to mutually resolve the insufficient Creditworthiness or material breach. Notwithstanding the foregoing, if the Parties have not agreed on the resolution of any such matter within thirty (30) calendar days after Seller places a Purchase Order on hold, delays shipment, suspends performance and/or rejects a Purchase Order. Customer may, in addition to any other remedies available to it under this Agreement (i) cure all such material breaches of this Agreement, shall pay in full for all Products, Licensed Materials or Services ordered but not yet paid, and shall continue to pay in full for all Products, Licensed Materials and Services at the time of placing each subsequent Purchase Order, or (ii) ***.

After Customer’s auditors complete their audit of Customer’s 2004 financial statements, Customer shall submit to Seller upon request: (i) no later than 150 days after fiscal year end, Customer’s audited annual consolidated financial statements and their respective consolidated balance sheets and statements of operations, stockholders equity and cash flows for the fiscal year then ended prepared in accordance with GAAP by an independent accounting firm; and (ii) no later than 45 days after the end of each fiscal quarter, Customer’s consolidated financial

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statements for each of the first three fiscal quarters of the fiscal year and their respective consolidated balance sheets and statements of operations, stockholders equity and cash flow for the fiscal quarter then ended prepared in accordance with GAAP.

     (c)     Purchase Order Communications. Notwithstanding communications and notices addresses as set forth in Section 1.22, the Parties will route all communications relating to Purchase Orders as follows:

To Seller:

Lucent Technologies Inc.
***
Sales Support — Order Entry
82N160
800 North Point Parkway
Alpharetta, GA 30005
***
***
***

Lucent Technologies Inc.
***
Regional Sales Director, Major Accounts
***
***
***

To Customer:

MetroPCS Wireless, Inc.
8144 Walnut Hill Lane, Suite 800
Dallas, Texas 75231
Attn.: Senior Vice President and Chief Financial Officer
***

1.7CUSTOMER-INITIATED CHANGES

     (a)   General. Customer has the right to request expansions, other revisions and/or modifications to any Purchase Order (“Customer Changes”),including but not limited to, the Specifications, the manner of performance of the Services to be performed or the timing of the completion of Services to be provided under the Purchase Order. All Customer Changes shall be subject to the prior written consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed. All Customer Changes shall be documented in a written change order in a form substantially similar to the form set forth in Attachment F (“Change Order”) and will be subject to the procedures set forth in Attachment F. Seller shall promptly notify Customer of any

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such requested Customer Changes which may materially affect the operation and/or maintenance of any PCS System or any part thereof.

     (b) Disputes. If the Parties cannot agree on a Change Order within fifteen (15) days following Customer’s submission of a Customer Change to Seller, the matter shall then be referred to dispute resolution pursuant to Section 1.35.

1.8 SELLER-INITIATED CHANGES

     (a) General. Seller has the right to request revisions and/or modifications to any Purchase Order (“Seller Changes”), including but not limited to, the Specifications, the manner of performance of the Services to be performed or the timing of the completion of the Services to be provided under the Purchase Order, if Customer has not performed its obligations under this Agreement beyond any applicable grace periods. All Seller Changes shall be subject to the prior written consent of Customer, such consent not to be unreasonably withheld, conditioned or delayed. All Seller Changes shall be documented in a Change Order and will be subject to the procedures set forth in Attachment F. Seller shall promptly notify Customer of any such requested Seller Changes which may materially affect the operation and/or maintenance of any PCS System or any part thereof.

     (b) Disputes. If the Parties cannot agree on a Change Order within fifteen (15) days following Seller’s submission of a Seller Change to Customer, the matter shall then be referred to dispute resolution pursuant to Section 1.35.

1.9 PRICES

     (a) General. Prices, fees, and charges (hereinafter “prices”) shall be as set forth in Seller’s Customer Price Lists, firm price quotations, specific agreements, or other prices submitted by Seller to Customer, as modified by and subject to the applicable terms of any Attachment to this Agreement that includes pricing information including, without limitation, Attachments A, C and J. The discounts and incentives referenced in Attachments A and C will remain in effect for the Term of the Agreement in accordance with the other terms and conditions thereof.

     (b) Customer Price List Pricing. In those cases where a price is to be determined from a Customer Price List, the applicable Customer Price List shall be that Customer Price List which is in effect on the Price Effective Date for the applicable Purchase Order, provided that the Guaranteed Delivery Date for the deliverables referenced in such Purchase Order is scheduled to occur within twelve (12) months of the Price Effective Date. If Customer submits a Purchase Order and the requested Guaranteed Delivery Date exceeds such twelve (12) month period, and Seller has on thirty (30) days prior written notice issued a revised Customer Price List to Customer prior to such Guaranteed Delivery Date, Customer shall have the right to cancel such Purchase Order without any penalty or liability or, at Customer’s request, the Parties will utilize the Change Order process hereunder to determine reasonable adjustments to the Purchase Order including, without limitation, prices payable by Customer under such Purchase Order.

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     (c) Other Pricing. In those cases where the price is not to be determined from a Customer Price List, a firm price quotation, or specific agreement, the applicable price (before applying the allowances available under this Agreement) will be Seller’s price in effect on the date of Seller’s receipt of the Purchase Order. Seller may amend its prices prior to the Price Effective Date, other than those subject to accepted Purchase Orders, firm price quotations or other agreements between the Parties, on thirty (30) days prior written notice.

     (d) ***

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1.10    INVOICES AND TERMS OF PAYMENT

     (a) Invoicing. Fees and charges for Products and Licensed Materials (including domestic transportation charges and taxes, if applicable) will be billed by Seller when shipped, or as soon thereafter as practicable. Services will be billed upon Seller’s notice of Installation Completion for installation Services and upon completion of any other non-recurring Services. ***. Customer shall pay invoiced amounts, less any disputed amounts, within thirty (30) days following the date of Seller’s invoice. Customer shall have the right to pay any amounts due Seller hereunder using Electronic Funds Transfer (“EFT”). ***. Payments which are undisputed and delinquent more than forty-five (45) days after the invoice date are subject to a late payment charge at the rate of *** per month, or portion thereof, of the undisputed amount due (but not to exceed the maximum lawful rate); provided, however, that: (i) the accrual of any late payment charges provided in this sentence shall not operate to waive or impede Customer’s right to dispute an invoice and/or payment at any time; and (ii) irrespective of when an invoice and/or payment is disputed, Customer shall not be liable for any late payment charges related to invoice disputes resolved in Customer’s favor. Invoices must describe the Products and Licensed Materials provided and Services performed, as applicable, and the amounts due and any applicable taxes and domestic transportation charges. Customer promptly shall pay any disputed items which are determined to be valid payments due to Seller pursuant to the dispute resolution process. Customer agrees to pay Seller’s reasonable attorneys’ fees and other reasonable costs incurred by Seller in collection of any undisputed amounts invoiced hereunder.

     (b) Payments to Subcontractors. Seller will pay each Subcontractor the amount to which each Subcontractor is entitled pursuant to such Subcontractor’s agreement with Seller, based on each Subcontractor’s portion of any Services. By appropriate agreement in each Subcontractor’s agreement with Seller, Seller will require such Subcontractor to make payments to sub-Subcontractors and materialmen in a similar manner. Customer shall have no obligations to pay any amount to which a Subcontractor may be entitled pursuant to its agreement with Seller including, without limitation, any indemnity, damage or penalty. Customer has no duty or obligation to ensure the payment of money to a Subcontractor, sub-Subcontractor, materialman or any other third party, any such payment being the obligation of Seller, and, subject to the process requirements set forth in Sections 1.28(a) (iii) (A), (B) and (C), Seller shall indemnify, defend and hold the Customer Indemnified Parties harmless from and against any such payment obligations, and from and against any payment dispute between Seller and any such third party including, without limitation, any dispute over Seller’s failure to pay monies owed to any such third party. The Parties hereby agree that Subcontractors, sub-Subcontractors, materialmen and

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any other third parties will not be deemed third party beneficiaries of this Agreement, including Customer’s obligations to pay Seller.

     (c) Disputed Invoices. If an invoiced amount is disputed in good faith by Customer then, until resolution of the dispute occurs pursuant to Section 1.35, Customer may suspend disputed payments and toll the running of time for default by paying the undisputed amount, if any, and sending a written statement of exceptions to Seller. All of Seller’s obligations shall continue unabated during the duration of the dispute resolution.

     (d) Allocation of Payments. Notwithstanding anything that may be contained herein to the contrary, Seller shall allocate all payments made by Customer to Seller under this Agreement to the satisfaction of those Purchase Orders identified by Customer with, or within thirty (30) days following, any payment to Seller. If Customer fails to identify the Purchase Order(s) to be satisfied by any payment within such thirty (30) day period, Seller may allocate the payment to the satisfaction of the oldest Purchase Order(s) for which Customer has not disputed its payment obligations.

1.11 DELIVERY AND INSTALLATION SCHEDULE

     (a) Site Preparation. Customer shall notify Seller when the PCS Site(s) for the Products described in any Purchase Order are ready for installation and Customer’s responsibilities under Article IV relating to such Sites have been performed or furnished by the date mutually agreed to by the Parties. Such date shall be determined by the Parties prior to Purchase Order acceptance. Seller shall have access to such Sites on and after the date of Seller’s receipt of such notification (the “Start Date”).

     (b) Schedules. The Parties agree to develop, by mutual agreement, delivery and installation schedules (all consistent with the Standard Intervals, unless otherwise agreed to by the Parties) under which Customer and Seller shall complete their respective obligations as required under this Agreement.

     (c) Delivery Delays Initiated by Customer. Upon written notice to Seller prior to the shipment date, Customer shall have the right to suspend or reschedule Delivery of Products and/or Licensed Materials not in excess of *** calendar days beyond the date originally scheduled for the Delivery thereof without additional payment or penalty to Seller of any kind whatsoever. If any Customer-requested Delivery suspension continues for *** calendar days beyond the originally scheduled Delivery Date for a Product and/or Licensed Materials. Customer shall either: (i) cancel the Purchase Order, in which case the terms of Section 1.18 shall apply; or (ii) authorize Seller to deliver the applicable Products and/or Licensed Materials to Customer.

     (d) Seller’s Delivery or Installation Delays. If Customer reasonably determines that Seller is likely to fail to meet a Standard Interval or other Delivery or installation deadline mutually agreed in writing, then in addition to any other rights and remedies that may be available to Customer, at no additional cost to Customer and at Customer’s request, Seller shall provide to Customer all necessary additional Seller personnel to accelerate performance as may

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be required or necessary to timely achieve the Delivery or installation deadline or, if Seller has already failed to meet one (1) or more Delivery or installation deadlines, complete the Delivery or installation deadline within a re-adjusted time frame established by Customer. *** Notwithstanding any of the foregoing. Seller shall not be obligated to provide additional personnel *** to Customer as provided in this Section if and to the extent that Seller’s failure to achieve a Delivery or installation deadline is caused by Customer’s failure to perform any material obligation that is a precondition to Seller’s ability to timely achieve such Delivery or installation deadline, provided that Seller previously communicated to Customer in writing: (i) Customer’s failure to perform such material obligation; and (ii) the fact that such failure might impact Seller’ ability to meet a Delivery or installation deadline.

1.12  TRANSPORTATION

     (a) General. Seller’s prices for Products and Licensed Materials do not include ordinary domestic freight charges or related domestic transportation services or charges therefor, including hauling, hoisting and warehousing, unless expressly stated in writing by Seller to the contrary. Seller, in accordance with its normal practices, will arrange for transportation for such items, will prepay transportation, if appropriate, and invoice transportation charges. If Customer elects to route Products and/or Licensed Materials or to arrange for transportation, Seller will provide related Services subject to a separate fee.

     (b) Premium Transportation. Premium domestic transportation will only be used only with Customer’s written concurrence. If premium transportation is used in order for Seller to meet a Guaranteed Delivery Date, the difference between the cost of ordinary transportation and premium transportation will be at Seller’s sole cost and expense.

1.13  PACKING, MARKING AND SHIPPING

     (a) General. Seller shall, at no additional charge, pack and mark shipping containers in accordance with its standard practices for domestic shipments. Where, in order to meet Customer’s requests, Seller packs and/or is required to mark shipping cartons in accordance with Customer’s specifications, Seller shall invoice Customer additional charges for such packing and/or marking.

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     (b) Packing Memorandum; Marking. Seller shall:

     (i) Enclose a packing memorandum with each shipment and, if the shipment contains more than one package, identify the package containing the memorandum; and

     (ii) Mark Products as practicable for identification in accordance with Seller’s marking specifications (e.g., model/serial number and month and year of manufacture).

     (c) Partial Shipments. Partial shipments of Products and Licensed Materials ordered under a Purchase Order may be made by Seller and separately invoiced, provided that the full order is received by the Guaranteed Delivery Date specified in the accepted Purchase Order, and provided further that the shipping costs to Customer shall not exceed the amount Customer would have been required to pay for a single shipment.

1.14 TITLE AND RISK OF LOSS

     (a) General. Title to a Product, and risk of loss and damage to a Product, Licensed Material, or other item furnished to Customer under this Agreement, shall pass from Seller to Customer upon Delivery to the Customer-designated destination established in the Purchase Order for the item. Delivery will be evidenced by signature of an employee, agent, Subcontractor orrepresentative of Customer on a receipt or bill of lading. Customer shall not unreasonably withhold, condition or delay Delivery or signature on such receipt or bill of lading. Customer shall be responsible for any additional reasonable and necessary out-of-pocket expenses relating to Customer’s unreasonably withholding, conditioning or delaying Delivery or signature on the receipt or bill of lading. Seller shall at all times remain responsible for damage or loss to Products and/or Licensed Materials caused by the employees, agents and/or representatives of Seller and/or its Subcontractors. Unless otherwise specified in a written quotation, Purchase Order or Attachment to this Agreement, and except with respect to Repair Parts and Products used to effect a repair or replacement, Seller represents and warrants to Customer that the Products and any components thereof are and shall be entirely new and free and clear of all liens, claims and encumbrances. Seller retains title to all Licensed Materials and all copies thereof. Seller represents and warrants to Customer that all Repair Parts are new, remanufactured, reconditioned,refurbished, or functionally equivalent and operate in accordance with the Specifications of the related parts and/or Products.

     (b) Claims. Customer shall notify Seller promptly of any claim with respect to a loss which occurs while Seller has the risk of loss and Seller shall notify Customer promptly of any claim with respect to a loss which occurs while Customer has the risk of loss. Both Parties shall cooperate in every reasonable way to facilitate the settlement of any claim. Nothing herein shall,during the period Seller has the risk of loss to an item, relieve Customer of responsibility for loss to the item resulting from the negligence of the employees, agents and/or representatives of Customer.

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1.15 COMPLIANCE WITH LAWS

The Parties shall comply with all Applicable Laws. Furthermore, except as specifically provided in this Agreement, each Party shall obtain and maintain, at its own expense, all Applicable Permits and pay all associated fees and expenses. Seller shall be responsible for ensuring that its Subcontractors, if any, comply with all Applicable Laws, and obtain and maintain all Applicable Permits.

1.16 TAXES

     (a) General. Customer shall be liable for, and shall reimburse Seller for, all taxes and related charges, however designated, (excluding taxes on Seller’s net income) imposed upon or arising from Seller’s provision of Services, or the transfer, sale, license, or use of Products, Licensed Materials, or other items provided by Seller pursuant to Purchase Orders submitted by Customer. Taxes reimbursable under this paragraph shall be separately listed on the invoice. If Customer pays any taxes for which Seller is either reimbursed or receives a credit from the applicable taxing authority, then Seller shall reimburse Customer an amount equal to such credit or reimbursement within five (5) Business Days following receipt of such reimbursement or credit.

     (b) Exemptions. Seller shall not collect otherwise applicable taxes if the front of any Purchase Order indicates that the purchase is exempt from Seller’s collection of such taxes and a valid tax exemption certificate is furnished by Customer to Seller.

     (c) Protested Taxes. Seller shall promptly notify Customer in writing of: (i) any Tax Assessment by a state or local taxing authority; and (ii) any decision with respect to a Tax Assessment which has been appealed or protested; provided, however, that Seller shall in all instances give Customer notice of such event no later than ten (10) days prior to the date by which a response, protest, contest, or other appeal of such Tax Assessment must be filed. In the first instance, Seller shall have the exclusive right to contest any Tax Assessment at its own expense. In the event that all or any portion of a Tax Assessment must be paid in order to contest the imposition of any such Tax Assessment in connection with a contest that Seller elects to pursue, or to avoid the existence of a lien on the assets of Seller during the pendency of such contest, Seller shall be responsible for such payment and shall be entitled to the benefit of any refund or recovery. Customer shall pay all valid final and non-appealable Tax Assessments (or reimburse Seller in the event Seller pays any or all valid final and non-appealable Tax Assessments) upon presentation by Seller of proof of a valid final and non-appealable Tax Assessment. A “valid final and non-appealable Tax Assessment” shall mean one that is issued by a state or local taxing authority in accordance with the applicable law and which is not subject to any further administrative or judicial review and all times for appeal, reconsideration, or requests for reassessment have run without an appeal, reconsideration, or request for reassessment having been taken. In the event Seller elects not to contest a Tax Assessment, Seller must either: (iii) waive its right to reimbursement from Customer for that Tax Assessment in which event Customer shall have no right to contest the Tax Assessment and Customer shall have no liability for such Tax Assessment; or (iv) promptly notify Customer that it is: (A) not responding, protesting, contesting, or appealing the Tax Assessment: and (B) seeking reimbursement for the Tax Assessment as if it were a valid final and non-appealable Tax

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Assessment which notice shall set forth the legal and/or factual basis for not contesting the Tax Assessment along with a copy of the Tax Assessment; provided, however, that Seller shall in all instances give Customer notice of such decision to not protest, contest or appeal such Tax Assessment no later than ten (10) days prior to the date by which a response, contest, protest or other appeal of such Tax Assessment must be filed; provided, further, that Seller may not elect option (iv) (e.g., to notify Customer and not protest, contest, or appeal a Tax Assessment) unless Seller has a good faith belief that there is no reasonable basis in law or fact for a contest, protest, or appeal of such Tax Assessment; provided, finally, that in the event that Seller elects option (iv) and fails to notify Customer in time to allow Customer to file a response, protest, or contest, Seller shall be deemed to have waived its right to seek reimbursement from Customer for that Tax Assessment. In the instance Seller notifies Customer that it is not contesting the Tax Assessment, Customer may elect, at it sole discretion, to pursue the contest of the Tax Assessment in good faith, at its own expense, or to pay to Seller the Tax Assessment. In the event Customer elects to contest a Tax Assessment and, further, in the event that all or a portion of a Tax Assessment must be paid in order to contest the imposition of any such Tax Assessment or to avoid the existence of a lien on the assets of Seller during the pendency of such contest, Customer shall be responsible for such payment. In the event that any such contest must be pursued in the name of Seller, Seller shall permit Customer to pursue and control the contest in the name of Seller, and Seller shall have the opportunity to participate fully in the preparation of such contest at its own expense. In any contest of a Tax Assessment, the Party bringing the protest shall promptly furnish the other Party with notice of the pending proceeding, copies of all filings in any proceeding, protest, contest, or legal challenge, all rulings issued in connection therewith, all correspondence between such Party and the state or local taxing authority, the final resolution thereof, and any action therein that would affect Seller’s obligation to collect and remit, and the Party bringing the contest shall allow the other Party to participate in such contest with its own counsel at its own expense.

1.17 TRAINING

Seller will make available Seller’s standard training for Customer’s personnel in the planning for, operation and maintenance of Products and Software furnished hereunder in accordance with the terms set forth in Attachment B.

1.18 TERMINATION OF ORDERS FOR CONVENIENCE

Customer may, upon written notice to Seller, terminate any Seller-accepted Purchase Order or portion thereof, except with respect to Products or Licensed Materials that have already been shipped and Services that have already been performed.

Upon any such termination or cancellation, for those Products not shipped but considered stock items, Customer agrees that it will pay Seller a cancellation fee equal to *** of the price or license fee for such items (determined as of the Price Effective Date). ***

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For those Products and Licensed Materials not shipped and considered customized or non-stock items, Customer agrees to pay a cancellation fee based upon Seller’s engineering fees, reasonably incurred out-of-pocket expenses (after adjustment for recoveries and/or salvage value, if any) plus *** but in no case more than ***, unless otherwise agreed to by Customer and Seller.

1.19 TERMINATION FOR BREACH

     (a) Customer Events of Default. Seller shall have the right to terminate this Agreement in its entirety and/or terminate affected Purchase Orders only without any penalty or payment obligation (subject to subsections 1.19(c) and 1.19(f) below) upon the occurrence and during the continuance of any of the following events, each of which shall constitute a material breach of this Agreement by Customer (each, a “Customer Event of Default”):

     (i) Customer: (A) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) days of such involuntary filing, (B) admits the material allegations of any petition in bankruptcy filed against it, (C) is adjudged bankrupt, (D) is unable generally to pay its debts as they mature, (E) makes a general assignment for the benefit of its creditors, or has a receiver appointed for all or a substantial portion of its assets that is not discharged within sixty (60) days after such appointment, or (F) commences any proceeding for relief from its creditors in any court under any state insolvency statutes; or

     (ii) Customer assigns performance of its obligations other than as permitted under this Agreement; or

     (iii) Customer fails to timely pay any undisputed amount owed to Seller, provided that such failure is not cured within thirty (30) calendar days following Customer’s receipt of written notice from Seller requiring it to do so; or

     (iv) Customer materially breaches any other obligation under this Agreement, provided that such material breach is not cured, or if the material breach is incurable, substantial progress toward a cure has not been made, within thirty (30) calendar days following Customer’s receipt of written notice from Seller requiring it to do so.

     (b) Seller Events of Default. Customer shall have the right to terminate this Agreement in its entirety and/or terminate affected Purchase Orders only without any penalty or payment obligation (subject to subsections 1.19(c) and 1.19(f) below) upon the occurrence and during the continuance of any of the following events, each of which shall constitute a material breach of this Agreement by Seller (each, a “Seller Event of Default”) :

     (i) Seller, upon written notification and a period of thirty (30) days, fails to fulfill its obligations with respect to the satisfaction, discharge or bonding of liens as set forth herein; or

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     (ii) Seller misses a Guaranteed Delivery Date as specified in an accepted Purchase Order by more than *** beyond the Standard Interval for any Products or Licensed Materials; provided that such failure to achieve such date was not caused by: (a) a Force Majeure event; and/or (b) Customer’s failure to perform any material obligation that was a pre-condition to Seller’s ability to timely achieve such Guaranteed Delivery Date, in which event, Seller will be entitled to an extension of the Guaranteed Delivery Date equal to the period of Customer’s delay plus, pursuant to Section 4.6 hereof, a commercially reasonable time thereafter; or

     (iii) Seller materially breaches any service, support or maintenance services obligation, provided that such material breach is not cured within thirty (30) calendar days (or any longer cure period that may be set forth in a specific Section of this Agreement, as applicable) following Seller’s receipt of written notice from Customer requiring it to do so; or

     (iv) Seller materially breaches any representation or warranty set forth in this Agreement, provided that such material breach is not cured within thirty (30) calendar days (or any longer cure period that may be set forth in a specific Section of this Agreement, as applicable) following Seller’s receipt of written notice from Customer requiring it to do so; or

     (v) Seller fails to maintain insurance coverage as specified in Section 1.41, provided that such failure is not cured within thirty (30) calendar days following Seller’s receipt of written notice from Customer requiring it to do so; or

     (vi) Seller: (A) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) days of such involuntary filing, (B) admits the material allegations of any petition in bankruptcy filed against it, (C) is adjudged bankrupt, (D) is unable generally to pay its debts as they mature, (E) makes a general assignment for the benefit of its creditors, or has a receiver appointed for all or a substantial portion of its assets that is not discharged within sixty (60) days after such appointment, or (F) commences any proceeding for relief from its creditors in any court under any state insolvency statutes; or

     (vii) Seller disregards or violates any Applicable Laws or Applicable Permits which have a material adverse effect on the business, financial condition or operations of Customer; or

     (viii) Seller assigns performance of its obligations other than as permitted under this Agreement; or

     (ix) Seller materially breaches any other obligation under this Agreement, provided that such material breach is not cured, or if the material breach is incurable, substantial progress toward a cure has not been made, within thirty (30) calendar days following Seller’s receipt of written notice from Customer requiring it to do so.

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     (c) Effect of Termination. If either Party terminates this Agreement and/or affected Purchase Orders, both Parties will be responsible for performing their respective obligations under this Agreement up through the date of termination (and thereafter to the extent this Agreement and/or non-terminated Purchase Orders remain in effect following such termination). In any event, Seller’s obligations hereunder with respect to Products already delivered, installed and not returned, and Customer’s obligations with respect to payments for Products not returned, shall continue in full force and effect.

     (d) Seller’s Remedies. Without limiting any other rights and remedies that may then be available to Seller, upon the occurrence of a Customer Event of Default, subject to Customer’s rights under Section 1.19(f), Seller shall be entitled to:

     (i) Subject to the terms of Section 1.25, seek to recover damages from Customer; and/or

     (ii) If applicable, seek to obtain the additional rights and remedies set forth in Section 1.19(g); and/or

     (iii) If permitted under Section 3.9. terminate affected Software licenses.

***

     (e) Customer’s Remedies. Without limiting any other rights and remedies that may then be available to Customer, upon the occurrence of a Seller Event of Default, Customer shall be entitled to:

     (i) Subject to the terms of Section 1.25, seek to recover damages from Seller; and/or

     (ii) Receive a full refund of all amounts paid to Seller with respect to terminated Purchase Orders, which refund shall be paid by Seller to Customer within fourteen (14) calendar days following Seller’s receipt of Customer’s demand for such refund; and/or

     (iii) Receive a full refund of all pre-paid but unearned amounts paid to Seller (such as, by way of example and not of limitation, pre-paid support or maintenance fees), which refund shall be paid by Seller to Customer within fourteen (14) calendar days following Seller’s receipt of Customer’s demand for such refund; and/or

     (iv) If applicable, obtain the additional remedies described in Section 1.19(f); and/or

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     (v) If applicable, seek to obtain the additional rights and remedies set forth in Section 1.19(g).

     (f) Transition. Upon a complete or partial termination of this Agreement and/or a Purchase Order for any reason, provided such termination results in the termination of Customer’s right to use Products or Licensed Materials acquired hereunder or thereunder as provided in Section 3.9, Customer shall have the option, for up to *** (the “Transition Period”), to continue to use the applicable Product or Licensed Materials, or any portion thereof, for the purposes set forth herein and upon the terms and conditions set forth herein, ***. During such Transition Period, Seller shall make available to Customer (subject to a written agreement) all support and maintenance services and all other Services necessary for an orderly transition of the Product or Licensed Materials. If this Agreement and/or a Purchase Order is completely or partially terminated, the Services provided by Seller during the Transition Period shall be provided at the prices and on the terms and conditions then in effect on the termination date except that Customer shall be relieved of any exclusivity commitment.

     (g) Remedies Cumulative. Unless this Agreement expressly provides that a remedy is the “sole and exclusive” remedy, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies that may be available at law or in equity.

     (h) Equitable Relief. Notwithstanding anything contained in this Agreement to the contrary, the Parties shall be entitled to seek injunctive or other equitable relief whenever the facts or circumstances would permit a Party to seek such equitable relief in a court of competent jurisdiction.

1.20 PATENTS, TRADEMARKS AND COPYRIGHTS

     (a) Infringement Claims. In the event of any notice, charge, demand, complaint, claim, action, proceeding or suit by a third party against any Customer Indemnified Party alleging: (i)(A) infringement *** of any intellectual property rights of a Third Party, including but not limited to, any patent, copyright or trademark; or (ii) that any Customer Indemnified Party is required to obtain a license under any intellectual property rights of a Third Party (including but not limited to, any patent, copyright or trademark) to exercise any rights granted by Seller under this Agreement; or (iii) a misappropriation, conflict or other violation of any intellectual property rights of a Third Party, including but not limited to, any trade secret or other proprietary right, by reason of: (1) the Use, purchase, offer to sell, reproduction, and/or sale, all of the foregoing in accordance with this Agreement by, or the exercise of any rights granted by Seller hereunder to, Customer, its Affiliates, Designated Entities, their customers and/or Authorized Users of any *** Products, Software, Licensed Materials, Information, Know-How and/or Specifications; and/or (2) the exercise of any rights granted by Seller hereunder to Customer, its Affiliates, their customer and/or Authorized Users, including, but not limited to, the rights granted in Sections 1.21, 1.27, 2.6, 3.2, 3.3, and 3.6; (3) the performance of any Services by or on behalf of Seller and/or any

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Customer Indemnified Party under this Agreement; (each, an “Infringement Claim”), Seller, at its expense, will indemnify, defend and hold harmless Customer and its Affiliates, and their respective directors, officers, employees, *** representatives, agents, *** (collectively, the “Customer Indemnified Parties”) from and against any and all losses, liabilities, suits, damages and claims (including reasonable attorneys’ fees) arising out of any such Infringement Claim, subject to the conditions and exceptions stated below. Without Customer’s prior written consent, Seller will not agree to any settlement or any compromise that does not provide a full and complete release of the Customer Indemnified Parties from any and all liability with respect to such Infringement Claim. If the terms of such a proposed settlement would require a Customer Indemnified Party to take any action (including, without limitation, to pay money damages that will not be paid in full by Seller, or to refrain from taking any action), Seller shall obtain Customer’s prior written consent to those terms of the settlement.

     Customer shall have the right, at its expense, to employ separate counsel to participate in the defense of an Infringement Claim on behalf of any Customer Indemnified Party.

     (b) Injunctions. If use of any Products and/or Licensed Materials by Customer and/or its Affiliates is enjoined or in Seller’s opinion is likely to be enjoined or subject to an Infringement Claim, Seller, at its expense and at Seller’s option (following consultation with Customer), will either: (i) replace such Product or Licensed Materials with a substitute product and/or licensed materials that have substantially the same Form, Fit, Function and performance capabilities but that are free of any infringement; (ii) modify such Product or Licensed Materials so that they will be free of the infringement while retaining substantially the same Form, Fit, Function and performance capabilities; or (iii) procure for Customer a license or other right to use such Products and/or Licensed Materials. If, after exercising its best efforts, none of the foregoing options can be implemented by Seller within a reasonable period of time, Seller shall, at its sole cost and expense, accept return of the Products and/or Licensed Materials that are the subject of such injunction and: (A) exercises its best efforts to procure for Customer a transitional period of continued use of such Products and/or Licensed Materials as provided in Section 1.19(f) but, in any event makes available to Customer the other transition services described therein; and (B) promptly refunds to Customer any amounts paid to Seller for the affected Products and/or Licensed Materials, ***.

     (c) Notice and Cooperation. Customer shall give Seller prompt notice of all Infringement Claims, and Seller shall have full and, subject to the restrictions set forth in subsection (a) above, complete authority to assume the sole defense of them, including appeals, and to settle them. Customer shall, upon Seller’s request and at Seller’s expense, furnish all information and assistance reasonably available to Customer and cooperate in every reasonable way to facilitate the defense and settlement of any Infringement Claim.

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     (d) Exclusions. Seller shall not be responsible or liable for any Infringement Claim to the extent that it: (i) arises from adherence to design modifications, specifications, drawings, or written instructions which Seller is directed by Customer to follow; or (ii) arises from
adherence to instructions to apply Customer’s trademark, trade name or other company identification; or (iii) resides in a product or licensed materials which are not of Seller’s origin and which are furnished by Customer to Seller for use under this Agreement; (iv) relates to a modification made by Customer of any Product or Licensed Materials not authorized, permitted or directed by Seller; or (v) relates to uses of any Product or Licensed Materials provided by Seller in combination with any other item not furnished, recommended in writing or otherwise approved in writing directly by Seller, or (vi) relates to Customer Indemnified Party’s continued infringement after (a) Seller has notified Customer in writing that a Product or Licensed Material or service may infringe the intellectual property rights of a Third Party, (b) Seller has agreed to indemnify Customer for any such infringement, (c) Seller has provided to Customer the remedies set forth in paragraph (b) of this Section, and (d) Customer Indemnified Party has failed to implement or allow Seller to implement the remedies provided in subsection 1.20(b). In the foregoing cases numbered (i) through (vi), Customer will indemnify, defend and save Seller harmless, subject to the same terms and conditions and exceptions stated above with respect to Seller’s rights and obligations under this Section.

     (e) Remedies. The liability of Seller and Customer with respect to any and all claims, actions, proceedings or suits by third parties alleging infringement of patents, trademarks or copyrights or violation of trade secrets or proprietary rights because of, or in connection with, any Products or Licensed Materials furnished under this Agreement, shall be limited to the specific undertakings in this Section.

1.21 USE OF INFORMATION

     (a) Use and Disclosure Restrictions. All Information including, without limitation. Information which bears a legend or notice restricting its use, copying or dissemination, shall remain the property of the furnishing Party. Such Information shall: (i) not be reproduced or copied, in whole or part, except for use as authorized in this Agreement; and (ii) together with any full or partial copies thereof, be returned or destroyed when no longer needed. Moreover, when Seller is the receiving Party, Seller shall use such Information only for the purpose of performing under this Agreement, and when Customer is the receiving Party, Customer shall use such Information only: (iii) to order Products, Licensed Materials and/or Services; (iv) to evaluate Products, Licensed Materials and/or Services; and (v) to install, operate, and maintain the particular Products or Software for which it was originally furnished. The foregoing use restrictions set forth in this Section 1.21 shall not apply to Information that: (vi) is or hereafter becomes, through no act or failure to act on the receiving Party’s part, generally known in the relevant industry; or (vii) is furnished to the receiving Party by a third party as a matter of right without restriction on disclosure; or (viii) is independently developed by the receiving Party or a third party without use of or reference to the disclosing Party’s Information. Unless the furnishing Party consents in writing, such Information, except for that part, if any, which is known to the receiving Party by way of subsections (vi) through (viii) above, shall be held in confidence by the

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receiving Party using the same degree of care as such Party uses for its own Information of similar importance, but in no event using less than reasonable care. The receiving Party may disclose the furnishing Party’s Information as provided in subsection (c) below. ***.

     (b) Survival. The provisions of this Section 1.21 shall survive the expiration or termination of this Agreement for a period of ***. Each Party agrees and acknowledges that money damages would not be sufficient to remedy any breach of this Section 1.21, and that the aggrieved Party shall be entitled to seek specific performance and injunctive relief as remedies for such breach or any threatened breach of this Section. Such remedies shall not be deemed the exclusive remedies for a breach of this Section 1.21 by a Party but shall be in addition to all remedies available at law or in equity to such Party, including recovery of damages from the breaching Party. For purposes of this Section, the term “Party” shall also include Affiliates of the Party.

     (c) Permitted Disclosures. A Party shall be entitled to disclose the terms and conditions of this Agreement and any Information acquired by it under or pursuant to this Agreement without the prior consent of another Party to the following Persons; provided that, to the extent the disclosure will be made to any third party, such third party must be bound by obligations of confidentiality that are substantially similar to the obligations set forth in this Section 1.21:

     (i) to any Affiliate (in the case of Seller), or to any Authorized User (in the case of Customer) of such Party, and to the investors, directors, officers, employees, financial advisors, attorneys, contractors, agents and representatives of such Party and its Affiliates who have a legitimate need to see such Information;

     (ii) to any outside consultants or advisers engaged by or on behalf of such Party in connection with the construction, financing, operation or transfer of the PCS Systems, and acting in that capacity, provided that such consultants or advisers are not engaged in a business substantially similar to the primary business of the furnishing Party;

     (iii) to its existing or potential lenders, and to any potential assignees, potential purchasers of, or potential investors in, such Party;

     (iv) to the extent required by law or regulation (including, without limitation, by the Securities and Exchange Commission and/or any stock exchange) or pursuant to an order of any court of competent jurisdiction, provided that, in the case of a court order or request from a regulatory agency, the receiving Party promptly shall inform the furnishing Party prior to such disclosure (if possible under the circumstances) to enable the furnishing Party to seek a protective order or other adequate assurance that this Agreement and any data or information (including Information) will be withheld from the public record or, to

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the extent the furnishing Party does not have standing to object to the disclosure, the receiving Party will take all reasonably necessary actions, at the furnishing Party’s written request and expense, to seek such a protective order or other such adequate assurances, or a redaction of highly sensitive Information; or

     (v) to any insurer under a policy of insurance purchased by a Party in connection with, in whole or in part, its obligations under this Agreement.

1.22 NOTICES

Except as otherwise set forth herein, all notices required or permitted to be given under this Agreement shall be in writing and shall be addressed to the addresses set forth below or to such other address as either Party may designate by notice pursuant hereto and shall be: (a) delivered personally; (b) sent by certified mail (return receipt requested); (c) sent by a recognized overnight mail or courier service with delivery receipt required; or (d) sent by confirmed facsimile transfer. Such notices shall be deemed to have been given when received at the addresses set forth below.

To Seller:	Lucent Technologies Inc. 2400 Dallas Parkway, Suite 505 Plano, Texas 75093 *** ***
Copy To:	Lucent Technologies Inc. 67 Whippany Road, 15C-413 Whippany, New Jersey 07981 *** ***
To Customer:	MetroPCS, Inc. 8144 Walnut Hill Lane, Suite 800 Dallas, Texas 75231 Attn.: Chief Technical Officer ***
Copy To:	MetroPCS, Inc. 8144 Walnut Hill Lane, Suite 800 Dallas, Texas 75231 Attn.: Legal Department ***

1.23 RIGHT OF ACCESS

     (a) General. Each Party shall provide the other access to its facilities as reasonably required in connection with the performance of the respective obligations under this Agreement. No charge shall be made for such access. Reasonable prior notification will be given when access

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is required. Seller shall coordinate any access with Customer’s designated representative prior to visiting any Site. Customer shall obtain for Seller’s and its Subcontractor’s employees any necessary identification and clearance credentials to enable Seller and its Subcontractors to have access to the Site. Upon receipt of Site rules from Customer, Seller agrees to cause its employees and Subcontractors to comply with all Site rules while on Customer’s Site. The employees and Subcontractors of Seller shall, while on Customer’s premises, comply with all Site rules and guidelines including, but not limited to, Applicable Laws. Neither Party shall require waivers or releases of any personal rights in connection with visits to its premises, and no such releases or waivers shall be pleaded by either Party in any action or proceeding.

     (b) Site Rules. To the extent that Customer does not own a Site, upon receipt of the Site rules from Customer, Seller’s obligations to adhere to Site rules and guidelines shall include, without limitation, those rules and guidelines required by Customer, its Affiliates, a Designated Entity and/or any landlord and/or the property manager having care and control of such Site.

     (c) No Interference. Seller shall install all Products and perform the Services so as to cause no unauthorized interference with, or obstruction of, lands and thoroughfares or rights of way on or near which the installation work is to be performed. Seller shall exercise every reasonable safeguard to avoid damaging existing facilities, and if repairs or new construction are required in order to replace facilities damaged by Seller, such repairs or new construction shall be at Seller’s sole cost and expense, ***. Seller understands that many of the Sites may be co-located with other RF transmission facilities, and Seller shall take all necessary precautions and safety measures to ensure the safety of all of the personnel of Seller and its Subcontractors at such Sites. Customer shall use its reasonable best efforts to ensure that no other third parties employed or engaged by Customer hinder or delay Seller in the performance of its obligations hereunder, including the provision of Services.

1.24 INDEPENDENT CONTRACTOR

All work performed by a Party under this Agreement shall be performed as an independent contractor and not as an agent of the other, and no personnel furnished by the performing Party shall be considered the employees or agents of the other. The performing Party shall be responsible for its employees’ and contractors’ compliance with all Applicable Laws while performing work under this Agreement.

1.25 LIMITATIONS ON REMEDIES

     (a) Cap on Direct Damages. Except for claims arising out of or relating to: ***, in no event shall the aggregate, cumulative liability of a Party and its Affiliates to the other Party and its Affiliates for any and all claims, losses, damages, and expenses arising out of or relating to this Agreement, exceed ***

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***.

     (b) Disclaimer of Non-Direct Damages. EXCEPT FOR CLAIMS ARISING OUT OF OR RELATING TO *** NEITHER PARTY NOR ITS AFFILIATES AND/OR ITS RESPECTIVE EMPLOYEES AND AGENTS, SHALL BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL AND/OR CONSEQUENTIAL DAMAGE OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT OR LICENSED MATERIALS, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR STRICT LIABILITY. THIS SECTION 1.25(b) SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY.

     (c) Notice of Claims. Each Party shall endeavor to give the other Party prompt notice of any claim. Any action or proceeding by one Party against the other Party must be brought within the appropriate limitations period prescribed by Applicable Law.

1.26 FORCE MAJEURE

     (a) General. Except with respect to Customer’s obligation to make timely payments under this Agreement, neither Party shall be held responsible for any delay or failure of performance to the extent that such delay or failure is caused by a Force Majeure, but only if, and to the extent:

     (i) such circumstance is not within the reasonable control of the Party affected; and

     (ii) such circumstance, despite the exercise of reasonable, diligent efforts and pursuit of reasonable, alternative measures, cannot be prevented, avoided or removed by such Party; and

     (iii) such event materially adversely affects (in cost and/or time) the ability of the affected Party to fulfill its obligations tinder this Agreement.

     (b) Obligations Upon Occurrence of Force Majeure. The Party claiming the benefit of excusable delay hereunder shall: (i) promptly notify the other Party of the circumstances creating the failure or delay and provide a statement of the impact on such Party of the Force Majeure event; and (ii) use all reasonable efforts to avoid or remove the effects of the Force Majeure event. If a Force Majeure event prevents Seller from performing its obligations under this Agreement for a period exceeding thirty (30) days, upon written notice to Seller, Customer shall have the right to cancel without penalty or further obligation to Seller any affected Purchase Orders and/or contract with another supplier for any products, licensed materials and services that Seller is unable to provide or perform pursuant to such Purchase Orders, regardless of any exclusivity provision, if any, that may be contained in this Agreement. If an event of Force Majeure prevents

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Seller from performing its obligations under this Agreement for a period exceeding ***, Customer may, upon prior written notice to Seller, terminate this Agreement.

     (c) Change Orders. Subject to Customer’s rights under Section 1.26(b), which shall prevail over any contrary terms in this subsection (c), upon the occurrence of a Force Majeure event from which the affected Party has used all best efforts to recover, at the written request of the affected Party in accordance with Sections 1.7 or 1.8, as applicable, the other Party shall in good faith negotiate a Change Order, to the extent reasonable and necessary, to address scheduling and other performance issues impacted by such Force Majeure event.

1.27 ASSIGNMENT

     (a) General. Except as provided in this Section, neither Party shall assign this Agreement or any right or interest under this Agreement, nor delegate any Services or other obligation to be performed under this Agreement (each, an “Assignment”) without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. At the non-assigning Party’s option, any attempted Assignment in contravention of this Agreement shall be void and ineffective.

     (b) Customer’s Assignments. Upon: (i) Seller’s acceptance of any Assignment by Customer pursuant to this Section 1.27, where such acceptance is required; and (ii) the assignee’s assumption of all of Customer’s duties under this Agreement (including, without limitation, indemnities, warranties and other obligations) as evidenced in a writing in form and substance reasonably satisfactory to Seller; and (iii) the payment in full of all undisputed amounts due and owing by Customer under this Agreement at the time of Assignment, Customer shall be released and discharged, to the extent of the Assignment and full performance prior to assignment of all obligations not assigned to Customer’s assignee, from all further duties and obligations hereunder.

     (c) Seller’s Assignments. Upon: (i) Customer’s acceptance of any Assignment by Seller pursuant to this Section 1.27, where such acceptance is required; and (ii) the assignee’s assumption of all of Seller’s duties (including, without limitation, those duties for which Seller has been paid directly) under this Agreement (including, without limitation, indemnities, warranties and other obligations) as evidenced in a writing in form and substance reasonably satisfactory to Customer; and (iii) the payment in full of all undisputed amounts (including, without limitation, applicable credits) due and owing by Seller under this Agreement at the time of Assignment. Seller shall be released and discharged, to the extent of the Assignment and full performance prior to assignment of all obligations not assigned to Seller’s assignee, from all further duties and obligations hereunder.

     (d) Customer’s Collateral Assignment. Without Seller’s consent, Customer shall have the right to collaterally assign its rights hereunder for security purposes (including, without limitation, all licenses with respect to the Licensed Materials) to any or all lenders providing financing for any part of a PCS System, provided that such assignment does not amend or modify any of Customer’s obligations hereunder or any of Seller’s rights or obligations under this Agreement.

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     (e) Assignment to Affiliates. Notwithstanding the foregoing, each Party shall have the right to assign this Agreement and to assign its rights and delegate its duties under this Agreement, in whole or in part, at any time and without the other Party’s prior written consent, to any present or future Affiliate of the assigning Party, provided such assignee entity has sufficient resources and capitalization in the non-assigning Party’s reasonable opinion to undertake the assigning Party’s obligations contained in this Agreement. The assigning Party under this Section shall give the non-assigning Party prompt written notice of the Assignment. For purposes of this Section, the term “Agreement” includes this Agreement, any subordinate agreement placed under this Agreement and any Purchase Order placed under this Agreement or subordinate agreement.

     (f) Assignment in Connection with Sale of Business. Notwithstanding the foregoing and subject to the conditions of this paragraph, each Party shall have the right to assign this Agreement, including all of its rights and obligations under this Agreement, at any time and without the other Party’s prior written consent, to a successor in interest in connection with that Party’s sale of all, or substantially all, of its assets or stock or in connection with a merger, consolidation or change of control. As conditions to the preceding sentence: (i) the assigning Party under this Section shall give the non-assigning Party prompt written notice in advance of the Assignment; (ii) the assignee shall execute an assumption of the assigning Party’s duties under this Agreement (including, without limitation, indemnities, warranties and other obligations) as evidenced in a writing in form and substance reasonably satisfactory to the non-assigning Party; and (iii) the assignee shall not be engaged in a business substantially similar to the primary business of the non-assigning Party. For purposes of this Section, the term “Agreement” includes this Agreement, any subordinate agreement placed under this Agreement and any Purchase Order placed under this Agreement or subordinate agreement.

     (g) Assignment of Third Party Software. Notwithstanding anything in this Section 1.27 to the contrary, Customer may not assign any rights or interest in any third party software licensed by Seller to Customer under this Agreement to the extent that Seller is not able to license such third party software to Customer with rights of assignment. Seller shall, to the extent possible, license all third party software licensed by Seller to Customer under this Agreement granting Customer rights of assignment. To the extent that Seller is not able to license Customer any third party software minimally granting Customer the rights to assignment set forth in subsections (a) through (f), Seller shall clearly identify any limitations on assignment rights in the applicable Purchase Order or applicable Attachment to this Agreement.

1.28 GENERAL INDEMNITIES

     (a) General. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and such other Party’s Affiliates, and their respective directors, officers, employees, agents, Subcontractors, representatives, successors and assigns (collectively for purposes of this Section 1.28, the “Indemnified Party”), from and against any Liabilities (including reasonable attorney’s fees) incurred by the Indemnified Party because of a suit, claim or demand of a third party or third parties for: ***

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***

     (b) Indemnity Incorrectly Provided. ***

1.29 PUBLICITY

In accordance with Attachment K, each Party shall submit to the other Party a proposed copy of all Advertising wherein the name, trademark or service mark of the other Party or its Affiliates is mentioned, and neither Party shall publish or use such Advertising without the other’s prior written approval, which approval shall be granted in accordance with Attachment K.

1.30 APPLICABLE LAW

The laws of the State of Delaware (without regard to its conflicts of laws principles to the extent they would refer to and/or apply the laws of another jurisdiction) shall govern all matters arising out of or relating to this Agreement, including, without limitation, its interpretation, construction, performance and enforcement, and any and all of the Parties’ rights, remedies, liabilities, powers and duties. Any Party bringing a legal action or proceeding against any other Party arising out of or relating to this Agreement may (but shall not be required) bring the legal action or proceeding in the United States District Court for the District of Delaware or in any court of the State of

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Delaware sitting in the city of Dover. Each Party submits to the nonexclusive jurisdiction of the United States District Court for the District of Delaware and its appellate courts, and any court of the State of Delaware sitting in Dover and its appellate courts, for the purposes of legal actions and proceedings arising out of or relating to this Agreement.

1.31 SURVIVAL OF OBLIGATIONS

The Parties’ rights and obligations which, by their nature, reasonably should be assumed to continue beyond the termination, cancellation, or expiration of this Agreement, including, without limitation, those set forth in Sections 1.1, 1.2(b), 1.10,1.16, 1.19, 1.20, 1.21, 1.25, 1.28,1.30,1.31, 1.32, 1.35, 1.36, 2.6, 2.9, 3.2, 3.3, 3.8, 3.9, 3.10, 4.7, 5.1 and 5.2, shall survive such termination, cancellation, or expiration.

1.32 SEVERABILITY

If any provision in this Agreement shall be held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect, if the essential terms and conditions of this Agreement for both Parties remain valid, legal and enforceable. *** In the event such invalid, illegal or unenforceable provision is considered an essential element of this Agreement, the Parties promptly shall negotiate a replacement provision. If the Parties are unable to agree to a replacement provision within thirty (30) days of the essential element’s being held invalid, illegal or unenforceable, either Party shall have the option to terminate this Agreement upon written notice to the other Party provided that such written notice is sent within thirty (30) days following the date that the Parties are unable to agree to a replacement provision.

1.33 NON-WAIVER

No waiver of the terms and conditions of this Agreement, or the failure of either Party strictly to enforce any such term or condition on one or more occasions, shall be construed as a waiver of the same or of any other term or condition of this Agreement on any other occasion.

1.34 CUSTOMER RESPONSIBILITY

Customer shall, at no charge to Seller, provide Seller with such electrical and environmental conditions, technical information, data, technical support, or assistance as may reasonably be required by Seller to fulfill its obligations under this Agreement, any subordinate agreement, or Purchase Order. If Customer fails to provide any Seller-identified required conditions, information, data, support, or assistance within a reasonable period of time following Seller’s request, Seller shall be discharged from any affected obligations until Customer cures such failure, but only if the effects of such Customer failure could not reasonably have been avoided by Seller through the exercise of reasonable alternatives.

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1.35 DISPUTE RESOLUTION

Any claim, counterclaim, demand, cause of action, dispute, and controversy arising out of or relating to this Agreement or the relationship established by this Agreement, any provision hereof, the alleged breach thereof, or in any way relating to the subject matter of this Agreement, involving the Parties and/or their respective representatives (collectively the “Claims”), even though some or all of such Claims allegedly are extra-contractual in nature, whether such Claims sound in contract, tort, or otherwise, at law or in equity, under state or federal law, whether provided by statute or the common law, for damages or any other relief, shall be resolved by binding arbitration. The arbitration proceeding shall be held in the City of Dallas, State of Texas, USA, unless otherwise agreed to in writing by the Parties hereto, shall be governed by the Federal Arbitration Act and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). In deciding the substance of the Parties’ Claims, the arbitrators shall refer to the laws of the State of Delaware. Each Party shall designate an arbitrator, who shall be impartial, within fifteen (15) days of receiving notification of the filing with AAA of an arbitration demand. The two (2) designated arbitrators jointly shall select a third, impartial arbitrator. If either Party fails to designate an arbitrator within the fifteen (15) day period described above, that Party’s arbitrator shall be appointed by the AAA. The Parties agree that: (a) the arbitrators must be knowledgeable in industry standards and practices and the matters giving rise to the dispute; (b) the arbitrators shall not have the power and authority to award treble, exemplary or punitive damages of any type under any circumstances whether or not such damages may be available under state or federal law, or under the Commercial Arbitration Rules of the AAA, the Parties hereby waive their right, if any, to recover such damages; (c) the authority of the arbitrators shall be limited to construing and enforcing the terms and conditions of this Agreement as expressly set forth herein; and (d) the arbitrators shall state the reasons for their award, and the legal and factual conclusions underlying the award of the arbitrators shall be final, and judgment upon the award may be confirmed and entered in any court, state or federal, having jurisdiction.

Nothing contained in this Section or elsewhere in this Agreement shall prevent a Party from seeking injunctive or other equitable relief in a court of competent jurisdiction.

1.36 SECURITY INTEREST

Subject to the further terms of this Section, Customer hereby grants Seller a security interest in the Products and Software sold and/or licensed by Seller to Customer under this Agreement, and all proceeds of them in any form, to secure payment of amounts due from Customer hereunder. The security interest in a specific item of Products or Software automatically shall terminate and shall be deemed released upon full and final payment by Customer of the purchase price or license fee, as applicable, for that specific item of Products or Software. Customer shall provide such additional documentation as is reasonably necessary to establish or perfect this security interest. If Customer forwards to Seller a written notice listing specific Products and Software that have been fully and finally paid and requesting that such Products and Software be released from Seller’s Uniform Commercial Code (“UCC”) financing statement filings, within ten (10) calendar days after receipt of such request, Seller shall file an appropriate UCC-3 “Amendment (Collateral Change)” setting forth as “deleted” a description of the Products and Software so listed by Customer that have been fully and finally paid. If Seller fails to comply with the

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foregoing obligations to timely file any such UCC-3 form, Customer shall have the right to take all necessary steps to effectuate an appropriate deletion of those Products and Software from Seller’s UCC financing statement filings (and Seller hereby appoints Customer as its attorney in fact for the limited purpose of executing such UCC-3 forms and any other documents that may be required to effectuate such deletion of collateral in the event that Seller does not comply with its contractual obligations as set forth herein) ***. Customer warrants that its legal name, address of its principal place of business and state of organization are as set forth in the first unnumbered paragraph of this Agreement. Customer shall promptly notify Seller of any change in this information. Seller shall be responsible for all costs associated with perfecting and terminating such security interest.

1.37 FINANCING REQUIREMENTS

Seller acknowledges that the attainment of financing for construction of the PCS Systems may be subject to conditions that are customary and appropriate for the providers of such financing. Therefore, Seller agrees to promptly consider any reasonable amendment to or modification or assignment of this Agreement required by such providers (including, without limitation, any pertinent industrial development authority or other similar governmental agency issuing bonds for financing of the PCS System) which do not modify the scope of Seller’s work or Seller’s rights or obligations hereunder. In the event that any such proposed amendment or modification increases Seller’s risk or costs hereunder, Customer and Seller shall negotiate in good faith to adjust pricing, and to equitably adjust such other provisions of this Agreement, if any, which may be affected thereby, to the extent necessary to reflect such increased risk or costs. In no event shall Seller be required to accept any modification or amendment pursuant to this Section. Customer acknowledges that obtaining financing is its sole responsibility and Customer covenants and agrees that it shall not make or assert, and Seller shall not be liable for, any claim, suit, action or demand for damages or relief of any type arising from or related to Seller’s refusal to agree to any amendment or modification to this Agreement. In addition. Customer acknowledges that its payment obligations hereunder are not contingent or conditional upon financing arrangements.

1.38 REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

     Seller hereby covenants, represents and warrants to Customer as follows:

     (a) Due Organization of Seller. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has all requisite corporate power and authority to own and operate its business and properties and to carry on its business as such business is now being conducted and is duly qualified to do business in all jurisdictions in which the transaction of its business makes such qualification necessary.

     (b) Due Authorization of Seller; Binding Obligation. Seller has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement by Seller have been

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duly authorized by all necessary corporate action on the part of Seller; this Agreement has been duly executed and delivered by Seller and is the valid and binding obligation of Seller enforceable in accordance with its terms, except as enforcement thereof may be limited by or with respect to the following: (i) applicable insolvency, moratorium, bankruptcy, fraudulent conveyance and other similar laws of general application relating to or affecting the rights and remedies of creditors; (ii) application of equitable principles (whether enforcement is sought in proceedings in equity or at law); and (iii) provided the remedy of specific enforcement or of injunctive relief is subject to the discretion of the court before which any proceeding therefore may be brought.

     (c) Non-Contravention. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby will comply with and will not contravene any Applicable Law or Applicable Permit.

     (d) Third Party Approvals. All authorizations by, approvals or orders by, consents of, notices to, filings with or other acts by or in respect of any governmental entity or any other Person required in connection with the execution, delivery and performance of this Agreement by Seller have been obtained or will be obtained prior to any requirement therefor.

     (e) Eligibility under Applicable Laws and Applicable Permits. Seller covenants and agrees that it will ensure that Seller and its Subcontractors are and remain eligible under all Applicable Laws and Applicable Permits for which it is responsible to perform the Services under this Agreement in the various jurisdictions involved.

     (f) Further Assurances. Seller covenants and agrees that it will execute and deliver all further instruments and documents, and take all further action, including, but not limited to, the filing of notices of completion with the appropriate state, provincial and local lien recording offices, that may be necessary or that Customer may reasonably request in order to enable Seller to complete performance of the Services or to effectuate the purposes or intent of this Agreement.

     (g) Liens and Other Encumbrances.

     (i) Protect Work from Liens. Without limiting Seller’s obligations under Section 1.36, with respect to the Products delivered hereunder, Seller covenants and agrees to protect and keep them free from any and all claims, liens, charges or encumbrances in the nature of mechanics’, laborers’ and/or materialmens’ liens, or otherwise arising out of or in connection with performance by Seller and/or any Subcontractor, and to promptly have any such lien released by bond or otherwise, and make any and all filings and take any and all other actions reasonably requested by Customer in order that Customer may take advantage of the relevant local mechanics’ lien waiver procedures with respect to mechanics’ liens, and Customer will cooperate in helping Seller to fulfill its obligation under this Section to the extent reasonably necessary.

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     (ii) Bonds. If any laborers’, materialmen’s, mechanics’, or other similar lien or claim is filed by any Subcontractor, Seller will cause such lien to be satisfied or otherwise discharged, or will file a bond in form and substance satisfactory to Customer in lieu thereof within ten (10) Business Days following the filing thereof. If any such lien is filed or otherwise imposed, and Seller does not cause such lien to be released and discharged as provided in the preceding sentence, or file a bond in lieu thereof, then, without limiting Customer’s other available remedies, Customer has the right, but not the obligation, to pay all sums necessary to obtain such release and discharge or otherwise cause the lien to be removed or bonded to Customer’s satisfaction and permanently set off such sums from any payment then due or thereafter to become due to Seller under this Agreement.

     (iii) Non-Responsibility Notice. Customer reserves the right to post or place on and/or within the PCS System notices of non-responsibility, or to do any other act required by Applicable Law, to exempt Customer and the PCS System from any liability to third parties by reason of any Services or improvements to be performed or furnished by Seller hereunder; provided that failure by Customer to do so will not release or discharge Seller from any of its obligations hereunder.

     (h) Requisite Knowledge. Seller represents that it has all requisite knowledge, know-how, skill, expertise and experience to perform its obligations in accordance with the terms of this Agreement.

1.39 REPRESENTATIONS, WARRANTIES AND COVENANTS OF CUSTOMER

     Customer hereby covenants, represents and warrants to Seller as follows:

     (a) Due Organization of Customer. Customer is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has all requisite corporate power and authority to own and operate its business and properties and to carry on its business as such business is now being conducted and is duly qualified to do business in all jurisdictions in which the transaction of its business makes such qualification necessary, except to the extent failure to do so would not have a material adverse effect on either Party’s ability to perform its obligations hereunder.

     (b) Due Authorization of Customer; Binding Obligation. Customer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement by Customer have been duly authorized by all necessary corporate action on the part of Customer; this Agreement has been duly executed and delivered by Customer and is the valid and binding obligation of Customer enforceable in accordance with its terms, except as enforcement thereof may be limited by or with respect to the following: (i) applicable insolvency, moratorium, bankruptcy, fraudulent conveyance and other similar laws of general application relating to or affecting the rights and remedies of creditors; (ii) application of equitable principles (whether enforcement is sought in proceedings in equity or at law); and (iii) provided the remedy of

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specific enforcement or of injunctive relief is subject to the discretion of the court before which any proceeding therefore may be brought.

     (c) Non-Contravention. The execution, delivery and performance of this Agreement by Customer and the consummation of the transactions contemplated hereby will comply with and will not contravene any Applicable Law or Applicable Permit.

     (d) Third Party Approvals. All authorizations by, approvals or orders by, consents of, notices to, filings with or other acts by or in respect of any governmental entity or any other Person required in connection with the execution, delivery and performance of this Agreement by Customer have been obtained or will be obtained prior to any requirement therefor.

     (e) Eligibility under Applicable Laws and Applicable Permits. Customer covenants and agrees that it will ensure that Customer and its subcontractors are and remain eligible under all Applicable Laws and Applicable Permits for which it is responsible to perform any work required to be performed by Customer under this Agreement in the various jurisdictions involved.

     (f) Further Assurances. Customer covenants and agrees that it will execute and deliver all further instruments and documents, and take all further action, including, but not limited to, the filing of notices of completion with the appropriate state, provincial and local lien recording offices, that may be necessary or that Seller may reasonably request in order to enable Seller to complete performance of the Work or to effectuate the purposes or intent of this Agreement.

     (g) Requisite Knowledge. Customer represents that it has all requisite knowledge, know-how, skill, expertise and experience to perform its obligations in accordance with the terms of this Agreement.

1.40 SUBCONTRACTORS

     (a) General. With Customer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, Seller may subcontract any portion of its obligations under this Agreement, but no such subcontracting shall relieve Seller from primary responsibility and liability for the performance of Seller’s covenants and obligations under this Agreement. Notwithstanding anything that may be contained herein to the contrary, regardless of whether Customer consents to Seller’s use of a particular Subcontractor or whether Seller uses a Subcontractor recommended by Customer, use by Seller of a Subcontractor shall not, under any circumstances: (i) give rise to any claim or defense by Seller against Customer if such Subcontractor breaches its subcontract or agreement with Seller; (ii) give rise to any claim by such Subcontractor against Customer; (iii) create any contractual obligation by Customer to the Subcontractor; (iv) give rise to a waiver by Customer of its rights to reject any defects or deficiencies in the work to be performed by Seller hereunder; or (v) in any way release Seller from being solely responsible to Customer for the work to be performed by Seller under this Agreement.

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     (b) Inconsistent Terms. The terms of this Agreement shall in all events be binding upon Seller regardless of and without regard to the existence of any inconsistent terms in any agreement between Seller and any Subcontractor whether or not and without regard to the fact that Customer may have directly and/or indirectly had notice of any such inconsistent terms.

     (c) Removal of Subcontractors. Customer has the right at any time to request removal of a Subcontractor and/or any of a Subcontractor’s personnel from work on the PCS System upon reasonable grounds and reasonable prior notice to Seller. Seller shall remove such Subcontractor and/or Subcontractor’s personnel upon such notice and shall use its best commercially reasonable efforts to replace such removed Subcontractor and/or any of Subcontractor’s personnel without causing any delay on any work on the PCS System; provided, however that to the extent that Seller uses its best commercially reasonable efforts to replace such removed Subcontractor and/or any of Subcontractor’s personnel, Seller shall not be responsible for any delay on any work on the PCS System. Such request shall be in writing and, upon receipt of such request.

     (d) Insurance. Seller shall require its Subcontractors to obtain, maintain and keep in force, during the time they are engaged in providing Products and Services hereunder, insurance coverage of the types and levels customary in the industry (provided that the maintenance of any such Subcontractor insurance shall not relieve Seller of its other obligations pursuant to this Agreement), and Seller shall use its commercially reasonable efforts to have Customer and its Affiliates named as additional insureds under such policies with a right to receive notice of any termination of such policies. Seller shall, upon Customer’s request, furnish Customer with evidence of such insurance in form and substance reasonably satisfactory to Customer.

     (e) Warranties. The warranties of Seller hereunder shall be deemed to apply to all Services performed by any Subcontractor as though Seller had itself performed such Services.

     (f) Payments to Subcontractors. Seller shall make all payments it is contractually required to make to all Subcontractors (except in the case of legitimate disputes between Seller and any such Subcontractor arising out of the subcontract between Seller and such Subcontractor) in accordance with the respective agreements between Seller and its Subcontractors. If Customer provides Seller with notice that any payment owed by Seller to a Subcontractor is past due (except in the case of legitimate disputes between Seller and Subcontractor), Seller shall pay such Subcontractor within five (5) Business Days of receipt of such notice from Customer, failing which Customer may pay the Subcontractor directly and obtain reimbursement from Seller for the payment to the Subcontractor ***.

1.41 INSURANCE

     (a) Coverages. Both Parties shall maintain during the Term of this Agreement the following insurance coverages, as well as any other insurance required by Applicable Law: (i) Workers’ Compensation insurance or qualified self-insurance in amounts and as required by law; (ii) employer’s liability insurance with a limit of at least one hundred thousand ($100,000.00)

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dollars for each occurrence; (iii) Commercial General Liability (CGL) insurance with a limit of at least one million dollars ($1,000,000.00) dollars per occurrence; and (iv) automobile liability insurance with a limit of at least one million ($1,000,000.00) dollars for bodily injury, including death, to any one person. Seller’s CGL insurance will be primary and not contributing with or in excess of coverage that Customer may carry. Seller’s CGL insurance will name Customer as an additional insured. From time to time upon written request, a Party shall furnish to the other Party certificates evidencing the insurance required by this Section. Each Party shall notify the other in writing at least thirty (30) days prior to cancellation of, or any material change in, any policy required hereunder.

     (b) Waivers. The Parties release each other and waive any rights to recover against each other, their Affiliates, agents, employees, officers, directors, or customers, for any loss or damage arising from any cause covered or required to be covered by any property insurance required to be carried or any other property insurance actually carried by such Party, but only to the extent of such coverage. Each Party shall cause their respective insurers to issue waiver of subrogation rights endorsements to all property insurance policies carried in connection with this Agreement.

ARTICLE II

PROVISIONS APPLICABLE TO THE PURCHASE OF PRODUCTS

2.1 GENERAL

The provisions of this Article II are applicable to the purchase of Products from Seller. Where specifically noted, selected provisions of this Article II also shall apply to Licensed Materials and Services.

2.2 PRODUCT AVAILABILITY

Seller shall notify Customer in writing at least *** before Seller discontinues accepting Purchase Orders for a Seller Manufactured Product sold under this Agreement (a “Discontinued Product”); provided, however, that if Seller offers a Seller Manufactured Product for sale under this Agreement that: (a) is equivalent (in Form, Fit, Function and performance capabilities) to the Discontinued Product; (b) is available at a price that is equal to or less than the Discontinued Product; and (c) the full use of such replacement Seller Manufactured Product does not require Customer to purchase or implement items not required by the Discontinued Product (i.e., additional memory or processing capacity), Seller shall provide Customer with reasonable advance written notice that it will discontinue accepting Purchase Orders for such Discontinued Product, but in no event shall such advance written notice be less than ***. Seller agrees that it may only discontinue providing a Product and/or Licensed Materials to Customer if it is discontinuing the sale/license of such Product and/or Licensed Materials to all of its customers. In the event of such a discontinuation, during the Product discontinuation notice period. Customer may place Purchase Orders with Seller for the Discontinued Product in quantities to be determined by Customer. ***, Seller shall fulfill all Customer Purchase

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Orders for such Discontinued Product. Further, Seller agrees to use commercially reasonable efforts to accept and fill all Purchase Orders in excess of such quantities. If Seller discontinues a Product and/or Licensed Materials and does not offer an equivalent (in Form, Fit, Function and performance capabilities) Product and/or Licensed Materials for sale/license, ***.

2.3 DOCUMENTATION

Seller shall furnish to Customer, ***, one CD ROM version or on-line version of Documentation for each Product purchased by Customer hereunder. Such Documentation will be that customarily provided by Seller to its other customers at no additional charge. Such Documentation shall be provided prior to, with, or shortly (no less than ***) after the shipment of the Products from Seller to Customer. ***. Additional copies of the Documentation are available at prices set forth in the Customer Price List.

2.4 PRODUCT COMPLIANCES

     (a) Applicable Laws. Seller represents and warrants to Customer that all Products (excluding Discontinued Products after the applicable discontinuation notice period has expired) furnished hereunder are and shall continue to comply with all Applicable Laws including, without limitation, the requirements of Part 24 of the Federal Communication Commission’s Rules and Regulations pertaining to personal communications services in effect upon delivery of such Products. In addition, Seller represents and warrants to Customer that all Products (excluding Discontinued Products after the applicable discontinuation notice period has expired) furnished hereunder are and shall continue to comply with the requirements of Subpart J of Part 15 of the Federal Communication Commission’s Rule and Regulations in effect upon delivery of the applicable Product, including those sections concerning the labeling of such Product and the suppression of radio frequency and electromagnetic radiation to specified levels. Seller makes no undertaking with respect to harmful interference caused by: (i) installation, repair, modification or change of Products by Persons other than Seller or its Affiliates, or any of their respective employees, Subcontractors, agents or representatives; (ii) Products subjected to misuse, neglect accident or abuse by persons other than Seller or its Affiliates, or their respective employees, Subcontractors, agents or representatives; (iii) Products being used in a manner not in accordance with their operating instructions or in a suitable installation environment or operation of other equipment in the frequency range reserved for Customer within the Licensed Area. In order to ensure that the Products (excluding Discontinued Products after the applicable discontinuation notice period has expired) remain in compliance with all Applicable Laws, Seller timely shall: (iv) modify the Products from time to time; and (v) provide such modifications to Customer.

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     (b) Disclaimers. Seller assumes no responsibility under this Section for items not specified or supplied by Seller. Acceptance and/or certification of items not specified or supplied by Seller shall be the sole responsibility of Customer.

2.5 PRODUCT CHANGES

Prior to shipping a Product, Seller may at any time make changes in a Product furnished pursuant to this Agreement, or modify the drawings and published Specifications relating thereto, or substitute Products of later design to fill a Purchase Order, provided: (a) the changes, modifications, or substitutions under normal and proper use do not impact upon the Form, Fit, Function and/or performance capabilities of an ordered Product; and (b) such substitute Product remains compatible with other Products and Licensed Materials furnished by Seller hereunder to the same extent as the Product(s) for which the change was introduced; and (c) such substitute Product does not require Customer to expend material additional amounts to procure, use and/or maintain such substitute Product(s). ***

2.6 CONTINUING PRODUCT SUPPORT — PARTS AND SERVICES

In addition to Seller’s obligations under the applicable Product warranty, Seller offers repair Services and Repair Parts in accordance with Seller’s repair and Repair Parts practices and terms and conditions specified in Attachment G. Notwithstanding anything that may be contained herein to the contrary, such repair Services and Repair Parts shall be available while Seller is manufacturing or stocking such Products or Repair Parts, and for *** after a Product’s discontinued availability effective date, subject to the pricing provisions in Attachment J. At Customer’s request made no later than *** before the end of the *** period (i.e., *** after the discontinued availability effective date), Seller will make such Services and Repair Parts available for an additional *** (i.e., *** after a Product’s discontinued availability effective date) on prices, terms and conditions mutually agreed in writing no later than the expiration of such *** period. Seller may use new, remanufactured, reconditioned, refurbished, or functionally equivalent Products or Repair Parts in the furnishing of repairs or replacements under this Agreement, provided they do not affect the Form, Fit, Function and/or performance capabilities of the applicable Product. Such Repair Parts shall comply with the Specifications.

     If after the *** period following a Product’s discontinued availability effective date, Seller is unable to provide Repair Part(s) and/or repair Service(s) and a functionally equivalent replacement Product has not been designated, Seller shall so advise Customer by written notice

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given at least *** prior to the end of the *** period to allow Customer to plan appropriately, and if Seller is unable to identify another source of supply for such Repair Part(s) and/or repair Service(s), ***.

2.7 SPECIFICATIONS

Upon request, Seller shall provide to Customer, *** one (1) copy of Seller’s available commercial specifications applicable to Products and Software orderable hereunder. Additional copies are available at the applicable price in the Customer Price List.

2.8 CUSTOMER TECHNICAL SUPPORT

Upon Customer’s request, Seller shall provide Customer Technical Support for the PCS Systems through the Remote Technical Support Program (“RTS Program”) described in Attachment D. The RTS Program provides diagnostic center support, performance measurement and system engineering services at the prices, terms and conditions for such services set forth in Attachments D and J. Special, unusual or customized services may be billable, depending upon the nature of the request. When accessing Customer’s PCS Systems, Seller will follow Customer’s internal rules relating to access and control of access which Customer has adopted to comply with the Sarbanes-Oxley Act and related federal regulations. Seller will provide Customer with a copy of such rules and any and all updates that Customer adopts from time to time.

2.9 PRODUCT WARRANTIES

     (a) Warranties. Seller warrants to Customer that:

     (i) As of the date title to Products passes to Customer, Seller will have the right to sell, transfer, and assign such Products to Customer free and clear of any and all third party liens, claims and encumbrances, and the title conveyed by Seller shall be good and marketable title;

     (ii) All Products, including Seller’s Manufactured Products, will be free from defects in material and workmanship, and will conform to, and operate in accordance with, Seller’s Specification or any other agreed-upon Specification referenced in the Purchase Order for such Product; and

     (iii) With respect to Vendor Items, Seller, to the extent permitted, does hereby assign to Customer the warranties and indemnities given to Seller by its vendor of such Vendor Items. Such assignment will be effective on the date of shipment of such Vendor Items. With respect to Vendor Items recommended by Seller in its Specifications for which the vendor’s warranties and indemnities cannot be assigned to Customer, or if

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assigned, less than *** remain of the vendor’s warranty at the time of assignment, Seller warrants that for *** from the date of shipment or, if installed by Seller, from Acceptance by Customer, such Vendor Items will be free from defects in material and workmanship and shall conform to, and operate in accordance with, their Specifications.

     (b) Warrant Periods. The Warranty Periods listed below are applicable to all Products* furnished pursuant to this Agreement:

Class of	New	Repaired or
Product	Product	Replacement Product or Part* *
PCS Switching Center	***	***
and Base Station Hardware
All other Products	***	***

*	Refer to Section 3.8 for associated Software warranties.
**	The Warranty Period for a Repaired Part or for a replacement Product, or part thereof, furnished in lieu of repair under this warranty is the period listed above or the unexpired term of the original Product Warranty Period, whichever is longer.

Notwithstanding anything in this Agreement to the contrary, if Customer uses any part of any system for In Revenue Service, or to provide training or hands-on experience to Customer’s personnel, the applicable Warranty Period shall commence.

     (c) Correction of Defects and Nonconformities. If, under normal and proper use during the applicable Warranty Period, a defect or nonconformity is identified in a Product furnished by Seller, and Customer promptly notifies Seller in writing of such defect or nonconformity and follows Seller’s reasonable instructions regarding return of the defective or nonconforming Product, Seller shall take the following actions:

     (i) Seller shall use best efforts first to repair or replace such Product, without charge at its facility or, if Seller is unable to repair or replace such Product within a reasonable time, at Customer’s option, Seller shall provide a credit ***. Customer must return the Product to Seller for repair and replacement, except as noted in subsection (ii) below. The initial replacement of a defective non-Accepted (e.g. rejected) or non-conforming Product will be with a new Product that complies with the applicable Specifications.

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     (ii) Where Seller is repairing or replacing a Product which has been installed by Seller and the Product is not easily returnable by Customer, Seller will repair or replace the Product at Customer’s Site at Seller’s cost and expense.

     (d) Performance. In addition to the warranties set forth in subsection (a) above. Seller represents and warrants to Customer that, subject to the qualifications below:

     (i) the Products and Software to be delivered hereunder will, upon completion of installation, operate in accordance with the performance standards set forth in the Specifications, and

     (ii) the Services to be performed hereunder will, upon completion, have been performed in accordance with the standards and requirements set forth in the Specifications;

provided that Customer has satisfied all of its obligations set forth in this Agreement with respect to the Products, Software and Services to the extent they affect such performance.

     (e) Removal/Re-installation of Products. If Seller is repairing or replacing a defective Product. Customer is responsible for removing and reinstalling and, in addition, for on-Site repair or replacement of, cable and wire Products. Customer must make the Product accessible for repair or replacement, and is responsible for restoring the Site.

     (f) Returns. Products returned for repair or replacement will be accepted by Seller only in accordance with its reasonable instructions and procedures for such returns. The transportation expense associated with returning such Product to Seller shall be borne by Seller to the extent it is determined that the Product is defective or non-conforming and in need of repair or replacement. Seller shall pay the cost of transporting of the repaired or replacement Product to the destination designated by Customer within the Territory.

     (g) Ownership of Defective Products and Parts. Defective or nonconfonning Products or parts which are replaced hereunder shall become Seller’s property. Seller may use either new, remanufactured, reconditioned, refurbished, or functionally equivalent Products or parts in the furnishing of repairs or replacements under this Agreement, provided that: (i) such Products or parts comply with the Specifications; and (ii) if a defect or nonconformity is found within *** of In Revenue Service. Seller will replace or repair the defective or nonconforming Product with a new Product or part within ***.

     (h) Non-Defective Products. Unless the Parties agree otherwise in writing, if it is determined that a Product for which warranty Service is claimed is not defective or nonconforming. Customer shall pay Seller’s actual costs of handling, inspecting, testing, and transporting the Products and, if applicable, traveling and related expenses associated with on-Site repairs.

     (i) Exclusions. Seller makes no warranty with respect to defective conditions or nonconformities to the extent they result from the following: (i) Customer’s misuse, neglect,

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accident, abuse or unauthorized modifications; (ii) improper wiring, repairing, splicing, alteration, installation, storage or maintenance (except to the extent such acts are performed by Seller or its Affiliates, or any of their respective employees, Subcontractors, agents or representatives); (iii) use in a manner not in accordance with the applicable Specifications, operating instructions or other Seller instructions; or (iv) failure of Customer to apply previously available Seller modifications and corrections. In addition, Seller makes no warranty with respect to Products which have had their serial numbers or months and year of manufacture removed or altered, or with respect to expendable items, including, without limitation, fuses, light bulbs, motor brushes and the like.

     (j) Disclaimer. THE PRODUCT WARRANTIES SET FORTH ABOVE OR ELSEWHERE IN THIS AGREEMENT OR IN ANY WRITING SIGNED BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS PROVIDED IN THIS SUBSECTION, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF SUCH WARRANTIES SHALL BE SELLER’S OBLIGATION TO REPAIR, REPLACE, OR CREDIT AS SET FORTH ABOVE IN THIS SECTION. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER FAILS TO REPAIR, REPLACE, OR ISSUE A CREDIT AS SET FORTH ABOVE WITHIN A REASONABLE PERIOD OF TIME, CUSTOMER THEREAFTER MAY, AT ITS OPTION, DECLARE A SELLER EVENT OF DEFAULT.

2.10 ACCEPTANCE

     (a) General Acceptance. Unless the terms of subsection (b) below apply, for Products and Licensed Materials for which Seller installation is not required, Customer shall have *** from the Delivery Date of each Product and/or Licensed Material to accept or reject, in a written notice to Seller, such Product and/or Licensed Material (e.g., to confirm that such Product and/or Licensed Material was ordered by Customer, is not damaged and that the order is complete per the applicable bill of lading). If Customer does not provide written notice of rejection to Seller within such *** period, the Product and/or Licensed Material will then be deemed accepted by Customer. Unless the terms of subsection (b) below apply, for Products and Licensed Materials for which installation is required, Customer shall have *** from the later of: (i) the Delivery Date of such Product and/or Licensed Material; and (ii) the applicable Installation Completion Date, to accept or reject, in a written notice to Seller, such Product or Licensed Material (e.g., to confirm that such Product or Licensed Material was ordered by Customer, is not damaged, operates properly and complies with Seller’s Specifications). If Customer does not provide written notice of rejection to Seller within such *** period, the Product and/or Licensed Material will then be deemed accepted by Customer. Notwithstanding the foregoing, Customer’s use of any part of the Products or Licensed Materials for any In Revenue Service shall constitute acceptance of such Products or Licensed Materials for all relevant purposes of this Agreement. Acceptance of Products, Licensed Materials and/or Services shall not reduce Seller’s warranty obligations under this Agreement.

     (b) *** Acceptance. Notwithstanding the terms of subsection (a) above, if Customer wants to conduct Acceptance Tests with regard to (i)

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Products and/or Licensed Materials *** and/or (ii) if Customer has agreed in writing with Seller to *** and/or (iii) *** Customer shall submit a written notice to Seller of its intent to conduct such Acceptance Tests in accordance with the mutually agreed acceptance test procedures of the Parties. Commencing on the later of: (i) the Delivery Date of the applicable Product and/or Licensed Material; and (ii) the applicable Installation Completion Date, Customer shall have a period of *** to complete such Acceptance Tests and accept or reject, in a written notice to Seller such Product and/or Licensed Material (e.g., to confirm that such Product and/or Licensed Materials was ordered by Customer, is not damaged, operates properly and complies with Seller’s Specifications). If Customer does not provide written notice of rejection to Seller within *** period, the Product and/or Licensed Material will then be deemed accepted by Customer. If Customer provides notice of rejection within the *** period, Seller will correct the non-compliance and deliver the corrected Product or Licensed Material to Customer for Acceptance Tests as set forth in this Section (i.e., Customer shall again have a period of *** in which to notify Seller in writing if such item is found not to be in compliance with the requirements described in this Section). This Acceptance process shall repeat as often as necessary until the applicable Product and/or Licensed Material is accepted as set forth herein. Notwithstanding the foregoing, Customer’s use of any part of the Products or Licensed Materials for any In Revenue Service shall constitute Acceptance of such Products or Licensed Materials for all relevant purposes of this Agreement. Acceptance of Products, Licensed Materials and/or Services shall not reduce Seller’s warranty obligations under this Agreement.

          (c) Failure to Achieve Acceptance.

          (i) Liquidated Damages. To the extent that any of the Products, Software or Services fail the applicable Acceptance Test conducted under subsection (b), Seller will correct the deficiency and deliver, repair or replace the Products or Software, or re-perform the Service, as the case may be, within thirty (30) days following receipt of Customer’s notice of rejection. The Parties agree that damages for nonperformance of Products, Licensed Materials and Services are difficult to calculate accurately and, therefore, if Seller is unable to correct any such deficiency within such thirty (30)-day period, Customer may elect to receive as liquidated damages, and not as a penalty, an amount equal to ***, until such deficiency has been corrected. The liquidated damages will begin to accrue on the 31^st day after Seller’s receipt of Customer’s notice.

          Customer will inform Seller of the imposition of any liquidated damages in writing. All such liquidated damages shall be paid to Customer in the form of credits against future invoices for payments due for Products, Licensed Materials or Services purchased by Customer following issuance of such credits; provided, however, that if Seller does not issue invoices in amounts sufficient for Customer to apply such credits during the Term, then within three (3) months following termination or expiration of this Agreement, Seller shall reimburse Customer in cash in an amount equal to the value of such purchase credits, which credits shall then be canceled. The Parties agree that if Customer elects to receive liquidated damages from Seller, Seller’s

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***.

          (ii) Credit. If Seller is unable to correct, repair, or replace any non-conforming or deficient Product or Software or to re-perform defective Service within four (4) weeks following receipt of Customer’s notice thereof, then Customer may elect, upon notice given to Seller no later than two (2) weeks after the expiration of the four (4) week period described herein, to receive a credit for the non-conforming or defective Product, Software and/or Service. In such event, Customer shall return the non-conforming or defective Product and/or Software that: (A) are integral to Customer’s and/or its Authorized Users’ Use or operation of such Product and/or Software; or (B) interface with or are interfaced with such Product and/or Software and that are rendered substantially ineffective or that require a material expenditure of time or money to use or operate as a result, and Seller shall issue a credit to Customer equal to (i) the amounts paid by Customer for such Product and/or Software and/or for the defective Service, plus sales taxes, transportation charges and installation charges, if installed by Seller, plus (ii) the purchase price paid for all other Products and/or Licensed Materials (including related installation and transportation charges and applicable taxes) that: (A) are integral to Customer’s and/or its Authorized Users’ Use or operation of such Product and/or Software; or (B) interface with or are interfaced with such Product and/or Software and that are rendered substantially ineffective or that require a material expenditure of time or money to use or operate as a result. ***

Notwithstanding the above, Customer shall not be permitted to return Products or Software, or request a credit for Services, which have already passed the applicable Acceptance Test.

          (d) Acceptance of Services. Acceptance provisions for installation Services are set forth in Section 4.2.

ARTICLE III

PROVISIONS APPLICABLE TO THE

LICENSING OF LICENSED MATERIALS

3.1 GENERAL

The provisions of this Article apply to the granting of licenses pursuant to this Agreement by Seller to Customer and/or its Affiliates for Licensed Materials.

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3.2 LICENSE

          (a) Licensed Materials. Upon Delivery of Licensed Materials, but subject to payment of all applicable license fees including, but not limited to, any continuing update fees that Customer has agreed to pay, Seller grants to Customer and its Affiliates a perpetual, fully paid,irrevocable (except as provided in Section 3.9), nontransferable (except as permitted hereunder),and nonexclusive license pursuant to this Agreement for: (i) Customer and its Affiliates and their Authorized Users to Use Licensed Materials in the Territory with either the Designated Processor or temporarily on any comparable replacement, if the Designated Processor becomes inoperative, until the Designated Processor is restored to operational status; and (ii) for Customer and its Affiliates and their Authorized Users to copy the Licensed Materials as required for archival, backup and up to three (3) copies for testing purposes, at no additional charge to Customer or its Affiliates or any of their Authorized Users. Customer and its Affiliates and Authorized Users shall use Licensed Materials only for the business operations of Customer, its Affiliates and any Designated Entity, including providing services to their customers, resellers and agents.

The above license grants Customer and its Affiliates no right to, and Customer, and its Affiliates shall not (and shall not allow their Authorized Users to) sublicense such Licensed Materials, or modify, decompile, or disassemble Software furnished as object code to generate corresponding Source Code.

          (b) Know-How. At Customer’s request and upon payment of any applicable Seller defined fees, Seller shall provide to Customer training on, and a license to, available Know-How regarding a Product or Software Enhancement ***. In connection therewith Seller shall train Customer-identified employees *** related to operation and support and maintenance of the Products. *** For the avoidance of doubt, Know-How is information licensed to Customer and is subject to the other provisions of this Article applicable to Licensed Material.

          (c) Licensed Material Transfer Rights. If Customer elects to transfer or sell Products to a third party (including a Designated Entity) who plans to operate the Products to provide wireless telecommunications service in the Territory, (which Customer shall have the

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right to do) or if Customer elects to transfer Products to an Affiliate for reuse within the Territory (which Customer shall have the right to do), Customer may transfer with such Products its right to Use the Licensed Materials (***) for such Products *** only under the following conditions:

     (i) The right to Use such Licensed Materials may be transferred only together with the Products with which Customer has a right to Use such Licensed Materials, and such right to Use the Licensed Materials shall continue to be limited to Use with such Products;

     (ii) If the license fee for the Licensed Materials is based on usage or capacity, and the transferee will Use the Licensed Materials in a manner that will exceed the usage or capacity for which Customer has paid license fees, then the transferee shall pay a license fee for the additional usage or capacity; and

     (iii) Before any such Licensed Materials are transferred, Customer shall notify Seller of such transfer and the transferee shall have agreed in writing (a copy of which will be provided to Seller) to keep the Licensed Materials in confidence and to corresponding conditions respecting possession and Use of Licensed Materials as are imposed on Customer under this Article III.

Despite the preceding paragraphs, Customer may not transfer the right to Use any third-party Software licensed by Seller to Customer to the extent that Seller’s license from such third party prohibits Seller and Customer from transferring the license to such third-party Software to a third party transferee; ***.

3.3 TITLE, RESTRICTIONS AND CONFIDENTIALITY

          (a) Ownership. As between Customer (or an Affiliate) and Seller, all Licensed Materials (whether or not part of Firmware) furnished by Seller, and all copies thereof made by Customer, including translations, compilations, and partial copies, are the property of Seller.

          (b) Confidentiality. Except for any part of Licensed Materials which: (i) is or becomes generally known to the public through acts not attributable to Customer or any Affiliate; (ii) is furnished to Customer or an Affiliate by a third party as a matter of right without restriction on disclosure; or (iii) is independently developed by Customer or an Affiliate or a third party without use of or reference to the Licensed Materials, Customer and its Affiliates shall hold the Licensed Materials in confidence, and shall not (and shall not allow their Authorized Users to), without Seller’s prior written consent, disclose, provide, or otherwise make available, in whole or in part, any Licensed Materials to anyone, except to their Authorized Users having a need-to-know. Customer and its Affiliates shall not copy Software embodied in Firmware. Customer and its Affiliates shall not make any copies of any Licensed Materials except as provided in Section 3.2 and/or as necessary in connection with the rights granted hereunder. Customer and its Affiliates shall reproduce and include any Seller copyright and other proprietary notice

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appearing on such Licensed Materials on all copies of the Licensed Materials. Customer and its Affiliates shall also mark all media containing such copies with a warning that the Licensed Materials are subject to restrictions contained in an agreement between Seller and Customer and that such Licensed Materials are the property of Seller.

          (c) Appropriate Actions. Customer and its Affiliates shall take appropriate action, by instruction, agreement, or otherwise, with the persons permitted access to the Licensed Materials so as to enable Customer and its Affiliates to satisfy their obligations under this Agreement (but in no event shall Customer and its Affiliates be required to take actions that are not commercially reasonable).

          (d) Return/Destruction. When the Licensed Materials are no longer needed by Customer and its Affiliates, or if Customer’s and its Affiliates’ license is canceled or terminated as provided in Section 3.9, Customer and/or its Affiliates shall return all copies of such Licensed Materials to Seller or follow written disposition instructions provided by Seller.

          (e) Survival. Customer’s and its Affiliates’ obligations set forth in this Section 3.3 will survive expiration or termination of this Agreement for as long as the applicable Licensed Materials remain confidential.

3.4 CHANGES IN LICENSED MATERIALS

Prior to shipment, Seller may substitute modified Licensed Materials to fill a Purchase Order, provided the modifications, under normal and proper Use: (a) do not adversely change the Use, Function, or performance capabilities that Customer would have enjoyed if it had received the originally ordered Licensed Materials; and (b) are Backwards Compatible in accordance with Section 3.8, to the same extent as that represented by Seller for the originally ordered Licensed Materials. Seller shall provide Customer with advance written notice of such proposed substitution, and if Seller’s substitute Licensed Materials do not satisfy all of the criteria specified above in this Section: (i) Customer shall have the right upon written notice to Seller to terminate all affected Purchase Orders without penalty or liability of any kind or nature; (ii) the originally ordered Licensed Materials shall be treated as a Discontinued Product that does not have an equivalent replacement as provided in Section 2.2; and ***. Such substitution shall not result in any additional charges to Customer with respect to licenses for which Seller has quoted fees to Customer.

3.5 MODIFICATIONS TO SOFTWARE; PRODUCT COMPLIANCES

          (a) Modifications. Customer may request Seller to make changes to Seller’s Software. Upon receipt of a document describing in detail the changes requested by Customer, Seller will respond in writing to Customer within thirty (30) days. If Seller agrees to undertake such

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modifications, the response shall quote a proposed delivery date and a fee for a license to such modified Software.

          (b) Product Compliances.

                    (i) Applicable Laws. Seller represents and warrants to Customer that all Software furnished hereunder is and shall continue to comply with all Applicable Laws including, without limitation, the requirements of Part 24 of the Federal Communication Commission’s Rules and Regulations pertaining to personal communications services in effect upon delivery of such Software. In addition, Seller represents and warrants to Customer that all Software furnished hereunder is and shall continue to comply with the requirements of Subpart J of Part 15 of the Federal Communication Commission’s Rule and Regulations in effect upon delivery of the applicable Software, including those sections concerning the labeling of such Software and the suppression of radio frequency and electromagnetic radiation to specified levels. Seller makes no undertaking with respect to harmful interference caused by: (A) installation, repair, modification or change of Software by Persons other than Seller or its Affiliates, or any of their respective employees, Subcontractors, agents or representatives; (B) Software subjected to misuse, neglect, accident or abuse by persons other than Seller or its Affiliates, or their respective employees, Subcontractors, agents or representatives; (C) Software being used in a manner not in accordance with operating instructions or in a suitable installation environment or operation of other equipment in the frequency range reserved for Customer within the Licensed Area. In order to ensure that the Software remains in compliance with all Applicable Laws, Seller timely shall: (D) modify the Software from time to time; and (E) provide such modifications to Customer.

                    (ii) Disclaimers. Seller assumes no responsibility under this Section for items not specified in writing and/or supplied by Seller. Acceptance and/or certification of items not specified in writing and/or supplied by Seller shall be the sole responsibility of Customer.

3.6     MODIFICATION BY CUSTOMER

Unless: (a) otherwise agreed; or (b) contemplated in the design of the Software to be modified by customers, Customer is not granted any right to modify Software furnished by Seller under this Agreement.

3.7     RELATED DOCUMENTATION

Seller shall furnish to Customer, *** one copy of the Related Documentation for Software furnished by Seller, per every 5ESS Switch / Access Manager purchased by Customer. Additionally, Customer shall be provided, upon request, with *** more CD ROM versions of the Documentation, ***. Such Related Documentation will be that customarily provided by Seller to its Customers at no additional charge. Such Related Documentation shall be provided prior to, with, or shortly (no later than ***)

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after provision of Software by Seller to Customer. Additional copies of the Related Documentation are available at prices set forth in the Customer Price List.

3.8 SOFTWARE WARRANTY

          (a) General. Seller warrants to Customer that:

                    (i) Software, media and Related Documentation developed or supplied by Seller will be free from those defects which materially affect performance in accordance with Seller’s Specifications or other agreed upon specifications referenced in the applicable Purchase Order; and

                    (ii) Seller has the right to grant the Software licenses it grants under this Agreement; and

                    (iii) With respect to Software not developed by Seller, Seller, to the extent permitted, does hereby assign to Customer the warranties and indemnities given to Seller by its supplier of such Software; and

                    (iv) ***

                    (v) Upon Delivery to Customer, the Software will not contain, and Customer will not receive from any Seller data transmission via modem, tape or other Seller-provided medium (including, without limitation, any connection to any Seller web-site or bulletin board), any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design that would erase data or programming or otherwise cause any Software, system or equipment to become inoperable or incapable of being used in accordance with the Specifications and/or for the ordered capacity (a “Disabling Code”), including without limitation, any limitations that are triggered by, as applicable: (A) any Software being used or copied a certain number of times, or after the lapse of a certain period of time; (B) any Software being installed on or moved to a central processing unit or system that has a serial number, model number or other identification different from the central processing unit or system on which the software originally was installed; or (C) the occurrence or lapse of any similar triggering factor or event. ***

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***

          With respect to Software not developed by Seller as described in the foregoing subsection (iii), to the extent Seller is not permitted to assign to Customer the warranties and indemnities given to Seller by its supplier of such Software, at Customer’s request, Seller shall enforce such warranties and indemnities on Customer’s behalf.

          (b) Warranty Periods. The Warranty Periods and this warranty are applicable to Software developed by Seller, the Related Documentation developed by Seller and associated with such Software, and the medium on which such Software is recorded, unless otherwise stated.

Software	Warranty Period
PCS Switching Center and Base Station	***
All Other Software	***

The Warranty Period for media and Related Documentation shall commence on the same date as the Warranty Period for their associated Software. The Warranty Period for PCS Switching Center and Base Station Software (including any prior Software Update issued to Customer in respect thereto) expires upon installation of any subsequent Software Update or Major Release for such Software (or Software Update) provided to Customer through Seller’s BRSS Program described in Attachment D.

          (c) Correction of Defects and Nonconformities. If, under normal and proper Use during the applicable Warranty Period, the Software covered in Section 3.8(a)(i) and/or (iv) fails to perform as warranted, and Customer notifies Seller in writing of such defect and follows Seller’s reasonable instructions, if any, regarding return of defective Software, Seller shall either correct or replace such Software without charge within a reasonable time thereafter. If not corrected or replaced within a reasonable time period, at Customer’s option, Seller shall issue a credit to Customer equal to the amount paid by Customer for the original license fee for the defective Software, plus related transportation charges and applicable taxes and installation fees if installed by Seller.

          (d) Returns. Software returned for correction or replacement will be accepted by Seller only in accordance with its reasonable instructions and procedures for such returns. The transportation expense associated with returning such Software to Seller shall be borne by Seller to the extent it is determined that the Product is defective or non-conforming and in need of repair or replacement. Seller shall pay the costs of transporting of the corrected or replacement Software to the destination designated by Customer within the Territory.

          (e) Non-Defective Software. Unless the Parties agree otherwise in writing, if it is determined that Software for which warranty Service is claimed is not defective or nonconforming.

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Customer shall pay Seller’s actual costs of handling, inspecting, testing and transporting the Software and, if applicable, traveling and related expenses associated with on-Site repairs.

          (f) Exclusions. Seller makes no warranty with respect to defective conditions or nonconformities to the extent they result from the following: (i) modifications not made or authorized by Seller’s and/or its Affiliates’ employees, agents, Subcontractors and/or representatives; (ii) misuse, neglect, or accident (to the extent not caused by Seller’ and/or its Affiliates’ employees, agents, Subcontractors and/or representatives); (iii) installation, use or maintenance in a manner not in accordance with Seller’s Specifications, operating instructions, or license-to-use; (iv) Customer’s failure to apply Seller modifications and corrections made available to Customer; or (v) Software not provided, developed or recommended in writing by Seller. In addition, Seller makes no warranty with respect to defects related to Customer’s data base errors. Moreover, no warranty is made that Software will run uninterrupted or error free.

          (g) Disclaimer. THE SOFTWARE WARRANTIES SET FORTH ABOVE OR ELSEWHERE IN THIS AGREEMENT OR IN ANY WRITING SIGNED BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS PROVIDED IN THIS SUBSECTION, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF SUCH WARRANTIES SHALL BE SELLER’S OBLIGATION TO CORRECT, REPLACE, OR CREDIT AS SET FORTH ABOVE IN THIS SECTION AND IN SECTION 2.9. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER FAILS TO REPAIR, REPLACE OR CREDIT AS SET FORTH ABOVE WITHIN A REASONABLE PERIOD OF TIME, CUSTOMER THEREAFTER MAY, AT ITS OPTION, DECLARE A SELLER EVENT OF DEFAULT.

3.9    CANCELLATION OF LICENSE

If Customer fails to comply with any of the material terms and conditions of Sections 3.2(a), 3.3 and/or 3.6 and Customer fails to cure, or if incurable fails to make substantial progress toward curing, such non-compliance, subject to Customer’s transition rights under Section 1.19(f), within *** after Customer’s receipt from Seller of written notice requiring it to do so, which notice must specify in reasonable detail the nature of the non-compliance, Seller, upon written notice to Customer, may cancel any affected license for Licensed Materials.

          3.10 TAXES APPLICABLE TO SOFTWARE

Notwithstanding anything contained in Section 1.16 to the contrary, Seller shall not bill, collect, or remit any state or local sales or use tax with respect to the license of Software under this Agreement, or with respect to the performance of Services related to such software, which Customer represents to Seller is not properly due under Customer’s interpretation of the law of the taxing jurisdiction, if: (a) Customer submits to Seller a written explanation of the authorities upon which Customer bases its position that the license or performance of Services is not subject to sales or use tax; and (b) Seller agrees that there is authority for Customer’s position, provided, however, that Customer shall hold Seller harmless for all costs and expenses (including, but not limited to,

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taxes and related charges payable under Section 1.16, and reasonable attorney’s fees) arising from the assertion by a taxing authority that the license of, or the performance of Services with respect to, the Software was subject to state or local sales or use tax.

ARTICLE IV

PROVISIONS APPLICABLE TO ENGINEERING,

INSTALLATION AND OTHER SERVICES

4.1 GENERAL

The provisions of this Article IV shall be applicable to the furnishing by Seller of Services under this Agreement. Unless Customer has elected to perform self-installation services in accordance with Attachment I. Seller shall perform engineering, installation, and integration Services associated with the Products and Software acquired by Customer under this Agreement.

4.2 ACCEPTANCE OF INSTALLATION

At reasonable times during the course of Seller’s installation, Customer, at its request may, or upon Seller’s request, shall, inspect completed portions of such installation.

When Seller has finished installing a Product, Licensed Material or PCS System in accordance with the relevant provisions of Attachment E, Attachment J, Attachment L, Attachment M or other written statement of work agreed by the Parties (“Installation Completion”), Seller shall notify Customer of Installation Completion. Upon receipt of Seller’s notice, and provided Customer has notified Seller at the commencement of installation of Customer’s intent to conduct Acceptance Tests, Customer may test and review the installed Product, Licensed Material or PCS System and all related Services to determine if they have been performed, in Customer’s reasonable satisfaction, in accordance with the relevant Attachment and/or statement of work. Within ***  of receiving Seller’s notice of Installation Completion, Customer may provide Seller with a list of Punch List Items. Seller will promptly correct or complete the Punch List Items, as the case may be, and submit notice to Customer that the Punch List Items have been completed. Within ***  of Customer’s receipt of such notice, Customer may test and review the installation and Punch List Items to determine if they have been performed, in Customer’s reasonable satisfaction, in accordance with the relevant Attachment and/or statement of work. The process in this Section shall repeat until Customer: (i) has confirmed in writing that Installation Completion has occurred, in Customer’s reasonable judgment and that no Punch List Items remain uncorrected; or (ii) ***  elapse after Customer’s receipt of Seller’s notice and Customer does not submit Punch List Items or does not indicate in writing that any Punch List Items are uncorrected or otherwise indicate in writing that Installation Completion has not occurred. If Customer had notified Seller of Customer’s intent to conduct Acceptance tests at commencement of installation, the date that the first event described in subsection (i) or (ii) occurs shall be the “Installation Completion Date”. If Customer did not notify Seller of Customer’s intent to conduct Acceptance tests at commencement of installation, the date that Seller submits its notice of Installation Completion will be the Installation Completion Date. Acceptance of the installation and related Services shall occur upon the Installation Completion Date. Acceptance of Products,

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Licensed Materials and/or Services shall not reduce Seller’s warranty obligations under this Agreement.

4.3 SELLER’S PERSONNEL

          (a) General. Seller shall provide sufficient, qualified personnel to perform Seller’s obligations hereunder.

          (b) Removal of Seller Personnel by Customer.If Customer has a concern regarding Seller’s personnel, Seller shall meet with Customer to discuss Customer’s concerns, and negotiate in good faith a mutually agreeable solution within a reasonable period of time, which may include removal or reassignment of Seller’s personnel.

          (c) Transition.If Seller replaces an individual as provided in subsection (b) above, the replacement personnel shall work with the replaced personnel during a mutually agreed transition period, the duration of which shall be determined based on the duties and responsibilities of the person to be replaced, and all costs and expenses associated with educating and training the replacement personnel shall be borne by Seller. In addition, provided the replaced personnel remain employed by Seller, such individual shall continue to be available by telephone to answer any project-related questions.

          (e) Solicitation of Personnel. During any period that any individual assigned by a Party to perform obligations in connection with this Agreement is performing such obligations and for a period of twelve (12) months thereafter, without the prior written consent of the Party that has employed such individual, the other Party shall not, directly or indirectly, solicit for employment, or contract for the services of, such individual; provided, however, that the foregoing will not prohibit a general, non-targeted solicitation for employment, such as newspaper advertisements.

4.4 CONDITIONS OF INSTALLATION AND OTHER SERVICES PERFORMED ON CUSTOMER’S SITE

ITEMS PROVIDED BY CUSTOMER:

As set forth in this Agreement, Customer will be responsible for furnishing the following items (as required by the conditions of the particular installation) or other on-Site Services, at no charge to Seller and these items will not be included in Seller’s price for the Services. Seller’s representative shall have the right to inspect the Site prior to the Start Date. Should Customer fail to furnish any of such items, or perform other essential obligations for which it is responsible under this Agreement after Seller provides Customer ten (10) days written notice, Seller may initiate a Change Order and seek an equitable adjustment to the installation delivery schedule due to any delays caused thereby pursuant to Section 1.8.

Regulatory Commission Approvals: Prior to Service start date, obtain all such Applicable Permits including such approvals, licenses, permits, tariffs and/or other authorities from the Federal

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Communications Commission and state and local public utilities commissions as may be necessary
for construction and operation of a PCS System.

Easements, Permits and Rights-of-Way: Prior to the Start Date, provide all rights-of-way, easements, licenses to come upon land to perform the Services, permits and authority for installation of Products and other items; permits for opening sidewalks, streets, alleys, and highways; and construction and building permits.

General Building Conditions: When Customer provides or arranges for a third party to provide PCS, Customer shall prior to the Start Date:

a. Ensure that the PCS Site structures are in a structurally safe and sound condition to properly house the materials to be installed, in accordance with weight, strength, and structural requirements specified by Seller in writing. Customer shall provide Seller a certificate of a duly licensed architect or engineer prior to Seller having access to the PCS Site stating that the Site(s) meets such requirements;

b. Take such action as may be necessary to insure that the premises will be dry and free from dust (such that it doesn’t impair the performance of the equipment) and Hazardous Materials, including but not limited to asbestos, and in such condition as not to be injurious to Seller’s or its Subcontractors’ employees or to the materials to be installed. Prior to commencement of the Services and during the performance of the Services, Customer shall, if requested by Seller, provide Seller with sufficient data to assist Seller’s supplier in evaluating the environmental conditions at the work Site (including the presence of Hazardous Materials). Customer is responsible for removing and disposing of the Hazardous Materials, including but not limited to asbestos, prior to commencement of the Services.

Sensitive Equipment: Prior to commencement of the Service, notify Seller of the presence of any sensitive equipment at the work Site (e.g., equipment sensitive to static electricity or light), otherwise Seller will not be responsible for damage to the extent such damage could have been prevented by such notice.

Repairs to Buildings: Prior to the Start Date, make such alterations and repairs as are necessary for proper installation of items to be installed.

Openings in Buildings: Prior to the Start Date, furnish suitable openings in buildings to allow the items to be installed to be placed in position, and provide necessary openings and ducts for cable and conductors in floors and walls as designated on engineering drawings furnished by Seller.

Surveys: Prior to Service start date furnish surveys (describing the physical characteristics, legal limitations and utility locations for the work Site) and a legal description of the Site.

Electrical Current, Heat, Light and Water: Provide electric current for charging storage batteries and for any other necessary purposes with suitable outlets where work is to be performed; provide temperature control and general illumination (regular and emergency) in rooms in which work is to be performed or Products or other items stored, equivalent to that ordinarily furnished for similar

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purposes in a working office; provide exit lights; provide water and other necessary utilities for the proper execution of the Services as feasible.

PCS System Utility Requirements: Negotiate with the power and telephone companies or comparable service providers for installation of the power and telephone facilities necessary for proper operation of the Products and/or other items being installed. The type and quantity of such facilities shall be subject to Seller’s reasonable approval. Such approval shall be in accordance with the Specifications. Customer shall have the telephone company or comparable service providers provide, place, install, extend and terminate telephone facilities into the PCS System; line up and test the telephone company or comparable service provider’s facilities outside and inside the PCS System; and provide to Seller copies of the test results prior to Seller’s commencing integration testing of the PCS System.

Material Furnished by Customer: New or used material furnished by Customer shall be in such condition that it requires no repair and no adjustment or test effort in excess of that normal for new equipment. Customer assumes all responsibility for the proper functioning of such material. Customer shall also provide the necessary information for Seller to properly install such material.

Furniture: provide and install all furniture necessary for operator management of the 5ESS Switch.

Floor Space and Storage Facilities: Provide, during progress of the Services, suitable and easily accessible floor space and storage facilities (a) to permit storing major items of Products and other material closely adjacent to where they will be used, (b) for administrative and luncheon purposes, (c) for Seller’s and its Subcontractors’ employees’ personal effects, and (d) for tools and property of Seller and its Subcontractors. Where the Service is to be performed outside of a building or in a building under construction, Customer shall, in addition to the above requirements, as appropriate, permit or secure permission for Seller and its Subcontractors to maintain at the work Site, storage facilities (such as trailers) for Products, materials and other items and for tools and equipment needed to complete the Service.

Watch Service: For PCS, provide normal security (for cell sites, commercial alarms) necessary to prevent admission of unauthorized persons to building and other areas where installation Service is performed and to prevent unauthorized removal of the Products and other items. Seller will inform Customer as to which storage facilities at the work Site Seller will keep locked; such storage facilities will remain closed to Customer’s surveillance.

Use of Available Testing Equipment: Customer shall make available to Seller: (1) the maintenance test facilities which are imbedded in equipment to which the Product or other item being installed will be connected or added, and (2) meters, test sets, and other portable apparatus that is unique to the item being installed. Seller’s use of such test equipment shall not interfere with Customer’s normal equipment maintenance functions.

Hazardous Materials Cleanup: At the conclusion of the Service, Customer shall be responsible for the cleanup, removal, and proper disposal of all Hazardous Materials present at Customer’s premises, except for those Hazardous Materials brought onto the premises by Seller, subject to “Items To Be Furnished By Seller”, below.

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Access to Existing Facilities: Customer shall permit Seller reasonable use of such portions of the existing plant or equipment as are necessary for the proper completion of such tests as require coordination with existing facilities. Such use shall not interfere with Customer’s normal maintenance of equipment.

Grounds: Customer shall provide access to suitable and isolated building ground as required for Seller’s standard grounding of equipment. Where installation is outside or in a building under construction, Customer shall also furnish lightning protection ground.

Requirements for Customer Designed Circuits: Customer shall furnish information covering the proper test and readjust requirements for apparatus and requirements for circuit performance associated with circuits designed by Customer or standard circuits modified by Customer’s drawings.

Through Tests and Trunk Tests: Customer shall make required through tests and trunk tests to other offices after Seller provides its notice of completion or notice of advanced turnover.

ITEMS TO BE FURNISHED BY SELLER:

The following items will be furnished by Seller (if required by the conditions of the particular Service) and the price thereof is included in Seller’s price for Service:

Hazardous Materials Cleanup: At the conclusion of the Services, Seller shall be responsible for the cleanup, removal, and proper disposal of all Hazardous Materials brought onto the premises by Seller and not contemplated to remain on the premises after such completion of Service.

Protection of Equipment and Building: Seller shall provide protection for Customer’s equipment and buildings during the performance of the Service and in accordance with Seller’s standard practices.

Method of Procedure: Seller shall prepare a detailed Method of Procedure (“MOP”) before starting work on live equipment. Customer shall review the MOP and any requested changes shall be negotiated. Customer shall give Seller written acceptance of the MOP prior to start of the work.

The following items will be furnished by Seller if requested by Customer, but Customer will be billed and shall pay for them in addition to Seller’s standard or firm quoted price for the Services:

Protection of Buildings and Equipment: Seller may provide protection of buildings and equipment in accordance with special practices of Customer differing from reasonable and prudent standards of care.

Maintenance: Seller shall maintain Products, Licensed Materials and other items from completion of installation until date of Acceptance.

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Locally Purchased Items: Seller shall purchase items indicated by Seller’s Specifications as
needing to be purchased locally.

Readjusting Apparatus: Seller may provide readjustment (in excess of that normally required on new apparatus) of apparatus associated with relocated or rewired circuits.

Cross-Connections (Other than to Outside Cable Terminations): Seller may run or rerun permanent cross-connections in accordance with revised cross-connection lists furnished by Customer.

Handling, Packing, Transportation and Disposition of Removed and Surplus Customer Equipment: Seller may pack, transport, and dispose of surplus and removed Customer equipment as agreed by the Parties.

Premium Time Allowances and Night Shift Bonuses: Seller may have its Services personnel work premium time and night shifts to the extent that Seller may deem such to be necessary to effect the required coordination of installing and testing operations or other Services because of Customer’s requirements.

Emergency Lighting System: Seller may provide new emergency lighting system (other than the original ceiling mounted stumble lighting) to satisfy illumination and safety needs of Products of certain heights.

4.5 WORK DONE BY OTHERS

If Customer or its other vendors or contractors fail to timely complete the Site readiness, or if Customer’s or its other vendors’ or contractors’ work interferes with Seller’s performance, Seller promptly shall so notify Customer and, if appropriate under the circumstances, Seller may initiate a Change Order in order to extend on a day-for-day basis the scheduled completion date of Seller’s Services under the applicable Purchase Order as reasonably necessary to compensate for such delay or interference.

4.6 SELLER’S RIGHT TO RE-DEPLOY RESOURCES

If, in connection with its obligation to perform Services under this Agreement, Seller has allocated engineering, installation and/or other resources to such performance and Customer or its contractor fails to perform or delays performance of Customer’s obligations that are pre- conditions to the completion of Seller’s performance, or Customer or its contractor interferes with Seller’s performance, the scheduled completion date of Seller’s performance shall be extended as necessary to compensate for such delay, failure or interference. Customer shall promptly notify Seller whenever it anticipates or experiences such a delay, failure or interference. If such delay, failure, or interference continues for *** or more, Seller shall have the right to de-mobilize and re-deploy to other work any or all of its resources idled by such a delay, failure or interference. If Seller does de-mobilize and re-deploy its resources, Seller will re-mobilize its resources to continue with its performance under this Agreement within a commercially reasonable time after Customer or its contractor completes Customer’s obligations and Customer has notified Seller of such completion.

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4.7 SERVICES WARRANTIES

          (a) General. Seller warrants to Customer that all Services will be performed in a professional, careful and workmanlike manner and in accordance with Seller’s Specifications, those specifications referenced in the Purchase Order and/or in accordance with accepted practices in the telecommunications industry and the community in which such Services are performed, using material free from defects except where such material is provided by Customer. The Warranty Period for a particular Service will be set forth in the applicable statement of work. If the statement of work does not specify a Warranty Period, then the Warranty Period for the Service described there will be *** from the date on which the Service has been completed and accepted by Customer. If Services are not performed in accordance with the provisions of this Section, and if Customer so notifies Seller within the applicable Warranty Period, Seller shall correct the defective or nonconforming Service without charge within a reasonable period of time thereafter. If not corrected within such reasonable period of time after Customer’s notice, Seller shall issue a credit to Customer equal to the amount paid by Customer for the defective or non- conforming Services.

          (b) Disclaimer. THE SERVICES WARRANTIES SET FORTH ABOVE OR ELSEWHERE IN THIS AGREEMENT OR IN ANY WRITING SIGNED BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS PROVIDED IN THIS SUBSECTION, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF SUCH WARRANTIES SHALL BE SELLER’S OBLIGATION TO MAKE CORRECTIONS OR GIVE A CREDIT AS SET FORTH ABOVE IN THIS SECTION. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF SELLER FAILS TO CORRECT OR CREDIT AS SET FORTH ABOVE WITHIN A REASONABLE TIME PERIOD, CUSTOMER MAY, AT ITS OPTION, DECLARE A SELLER EVENT OF DEFAULT.

          (c) Additional Warranties. The Parties may negotiate additional Services-related warranties on a case-by-case basis.

ARTICLE V

ENTIRE AGREEMENT AND EXECUTION

5.1 ENTIRE AGREEMENT

Attachments A through M are attached to this Agreement and incorporated by this reference. The terms and conditions contained in this Agreement, any subordinate agreements, and Purchase Orders accepted pursuant to this Agreement or any subordinate agreement supersede all prior oral or written understandings between the Parties with respect to the subject matter thereof and constitute the entire agreement of the Parties with respect to such subject matter. Such terms and

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conditions shall not be modified or amended except by a writing signed by authorized representatives of both Parties.

5.2 TERMINATION OF EXISTING AGREEMENT

Except as expressly provided in this Section and in Attachments A and C, the 2002 Contract shall terminate as of the Effective Date and have no further force or effect. From and after the Effective Date, all products and licensed materials acquired by Customer pursuant to the 2002 Contract shall be treated as Products and Licensed Materials acquired under this Agreement and shall be subject in all respects to the terms and conditions of this Agreement; provided, however, that: (a) any warranty periods set forth in the 2002 Contract shall be applicable to the products and licensed materials purchased or licensed thereunder; (b) the prices, discounts and credits set forth in this Agreement shall not retroactively apply to the products, licensed materials and services purchased, licensed, delivered and performed under the Existing Agreement prior to the Effective Date;, ***; and (d) all amounts due to Seller under the 2002 Contract (whether or not invoiced and whether or not disputed) will continue to be owed under this Agreement. Purchase Orders for services placed by Customer under the 2002 Contract will be deemed to have been placed under this Agreement to the extent the services will be performed on or after the Effective Date, and the terms and conditions of this Agreement shall govern the rights, duties and obligations of the Parties with respect to such services performed on or after the Effective Date, and shall replace and supersede the terms and conditions of the 2002 Contract with respect thereto. The terms and conditions of the 2002 Contract will continue to govern the rights, duties and obligations of the Parties to the extent that services were performed under such Purchase Orders prior to the Effective Date of this Agreement. All Information disclosed by the Parties under the Existing Agreement shall remain subject in all respects to the terms and conditions thereof.

(signature page follows)

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

69

          IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

METROPCS WIRELESS, INC.		LUCENT TECHNOLOGIES INC.
By:	/s/ Roger D. Linguist	By:	/s/ Steven R. Marino
Name:	Roger D. Linguist	Name:	Steven R. Marino
Title:	Pres. & CEO	Title:	CTVP
Date:	June 6, 2005	Date:	June 6, 2005

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

73

DRAFT — Subject to legal review and approval by the Parties

Attachment A

*** PRICING

1. GENERAL

***

With respect to Products, Licensed Materials and Services not specifically identified in this Attachment, the Parties agree to negotiate prices for such Products, Licensed Materials and Services in good faith and agree in writing on such prices. Notwithstanding, the following are not included in the Attachment A pricing:

§	Taxes, domestic transportation, hauling, hoisting, and warehousing;
§	Engineering site visits (if required);
§	Extraordinary installation items — helicopters, cranes, etc.;
§	Power/battery plant, additions, growth and or replacements;
§	Transmission/networking equipment, additions, growth and or replacement;
§	Antennas/tower, additions, growth modifications;
§	Building modifications/construction;
§	Optional hardware items associated with select Lucent Software (e.g. OTA, SMS,AutoPace, billing platforms, etc.);
§	All charges associated with non-Standard Intervals;
§	Any other items not specifically quoted in this Attachment.

Unless Attachment C applies, pricing for Products and Licensed Materials not listed in Attachment A will (a.) not exceed pricing for Products and Licensed Materials listed in Attachment A (taking into consideration all applicable discounts and incentives) that are substantially similar in Fit, Form, Function, and capacity; and (b.) ***.

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

1

DRAFT — Subject to legal review and approval by the Parties

2. EXISTING MARKET AND NEW MARKET PRICING

EXISTING MARKETS

***

NEW MARKETS

***

New Market Pricing

***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

2

DRAFT — Subject to legal review and approval by the Parties

***

3. ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

3

DRAFT — Subject to legal review and approval by the Parties

***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

4

DRAFT — Subject to legal review and approval by the Parties

***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

5

DRAFT — Subject to legal review and approval by the Parties

4. PRODUCT CATEGORIES

A. NEW MARKET PRICING

i.	Base Station Pricing
ii.	Flexent Mobility Manager (FMM) Pricing
iii.	Access Manager (ECP OMP-FX) Pricing
iv.	Messaging Pricing

B. EXISTING MARKET PRICING

i.	Base Station Pricing
ii.	5ESS / Flexent Packet Switch (FPS) Pricing
iii.	Flexent Mobility Manager (FMM) Pricing
iv.	Access Manager (ECP / OMP-FX) Pricing
v.	FMS-Based EVDO Radio Network Controller (RNC) Pricing
vi.	FBP — EVDO Radio Network Controller (RNC) Pricing
vii.	Gateway and Lucent SoftSwitch Pricing (viib. — Lucent Network Controller and Lucent Network Gateway Pricing)
viii.	Optional Software & BRSS (Base Release System Software) Pricing
ix.	PDSN Data Equipment Pricing
x.	Juniper Equipment Pricing
xi.	Riverstone Equipment Pricing
xii.	Dorado Pricing
xiii.	ATM Soft Handoff (SHO) and Integrated Network Solutions (INS) Pricing
xiv.	Wireless Intelligent Network (WIN) Pricing
xv.	Messaging Pricing
xvi.	NOS Pricing
xvii.	Training Pricing
xviii.	Documentation Pricing
xix.	Services Pricing

Appendix 1 Dorado Pricing

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

6

DRAFT — Subject to legal review and approval by the Parties

4.A NEW MARKET PRICING

For New Markets, the following pricing will be honored for the Initial Term per the provisions listed herein as well as in Sections 1, 2 and 3 above. For any Product or Software not specifically denoted in Section 4.A New Market Pricing below, the Existing Market pricing as defined in Section 4.B will apply.

i. Base Station Pricing:

Discount Table

Material	Standard		Spares		Net Effective
Modcells		***		***	***
Channel Elements		***	***		***
Power / Batteries		***		***	***

***

***

***	***
***	***
***	***
***	***

New Market Modcell 4.0b Primary 1st Carrier / 3 Sector (6 sector capable) w/	Mod 4.0b
Duplex Filters:	PC
***		***
***		***
***		***
***		***
Total Model Price		***

New Market 2nd Carrier Growth w/ no
additional Battery back-up:	Mod 2.0	Mod 3.0	Mod 4.0b		C4.0
***				***
***				***
***				***
***				***
Total Model Price	Not offered	Not offered		***	Not offered

New Market 3rd Carrier Growth w/ no
additional Battery back-up:	Mod 2.0	Mod 3.0	Mod 4.0b		C4.0
***				***
***				***
***				***
***				***
Total Model Price	Not offered	Not offered		***	Not offered

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

7

DRAFT — Subject to legal review and approval by the Parties
NEW MARKETS PRICING

New Market 4th Carrier Growth w/ no
additional Battery back-up:	Mod 2.0	Mod 3.0	Mod 4.0b		C4.0
***				***
***				***
***				***
***				***
Total Model Price	Not offered	Not offered		***	Not offered

New Market 5th Carrier Growth on 4.0b PC:	Mod 2.0	Mod 3.0	Mod 4.0b
***				***
***				***
***				***
***				***
Total Model Price	Not offered	Not offered		***

New Market 6th Carrier Growth on 4.0b PC:	Mod 2.0	Mod 3.0	Mod 4.0b
***				***
***				***
***				***
***				***
Total Model Price	Not offered	Not offered		***

New Market 7^th - 11^th Carrier Growth Kits for Modcell 4.0b will be Priced at ***

New Market 7th Carrier Growth Modcell 4.0 Growth Cabinet for 4.0	Mod 4.0
Primary Cabinet:	GF-1
***		***
***		***
***		***
***		***
***		***
Sub-Total		***
***		***
Total Model Price		***

New Market 8th Carrier Growth on 4.0 GF-1	with	with	with
with a 4.0 PC:	Mod 2.0 PC	Mod 3.0 PC	Mod 4.0 PC
***				***
***				***
***				***
***				***
Total Model Price	Not offered	Not offered		***

New Market 9th Carrier Growth on 4.0 GF-1 with a 4.0	with	with	with
PC:	Mod 2.0 PC	Mod 3.0 PC	Mod 4.0 PC
***				***
***				***
***				***
***				***
Total Model Price	Not offered	Not offered		***

New Market 10^th and ll^th Carrier Growth Kits on 4.0 will be Priced as those Growth Kits listed above.

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

8

DRAFT — Subject to legal review and approval by the Parties
NEW MARKETS PRICING

New Market 2nd V4 BTS w/ 2 3G1X Cxr and 1	Mod 2.0 &				Redeployed
EVDO Cxr (B2B) Note :	Mod 3.0	C4.0	Mod 4.0		Price
***				***		***
***				***		***
***				***		***
Total Model Price	Not offered	Not offered		***		***

Note: ***

ii. Flexent Mobility Manager (FMM) Pricing:

     Discount Table

Material	Standard		Spares		Net Effective
Initial Launch New Market FMM HW		***		***		***
Initial Launch New Market FMM SW		***		***		***
Power		***		***		***

***

iii. Access Manager (ECP/ OMP-FX) Pricing:

     Discount Table

Material	Standard		Spares		Net Effective
Initial Launch New Market Axmgr		***		***		***
Power		—		—		***

iv. Messaging Pricing:

Please refer to Attachment L for Messaging pricing.

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

9

DRAFT — Subject to legal review and approval by the Parties

4.B EXISTING MARKET PRICING

i. Base Station Pricing

Discount Table

Material	Standard		Spares		Net Effective
Modcells		***		***	***
Channel Elements		***	***		***
Power / Batteries		***		***	***

• ***

***

***	***
***	***
***	***
***	***

Modcell 3.0 / 4.0 / 4.0b Primary & Modcell 2.0 / 3.0 / 4.0 / 4.0b Growth Kit Pricing:

***

***

***

***

***

***

Modcell 4.0 / 4.0b Primary 1st Carrier / 3 Sector w/ Duplex Filters:	Mod4.0/4.0bPC
***	***
***	***
Sub-Total	***
***	***
Total Model Price	***

Modcell 3.0 Primary 1st Carrier / 3 Sector w/
Duplex Filters:	Mod 3.0 PC
***	***
***	***
Sub-Total	***
***	***
Total Model Price	***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

10

DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

	Mod 4.0
Compact Modcell 4.0 Primary 1st Carrier / 3 Sector w/ Duplex Filters:	Compact PC
***		***
***		***
Total Model Price		***

2nd Carrier Growth w/ no additional
Battery back-up:	Mod 2.0		Mod 3.0		Mod 4.0/ 4.0b		C4.0
***		***		***		***		***
***		***		***		***		***
***		***		***		***		***
***	***			***		***		***
Total Model Price		***		***		***		***

3rd Carrier Growth w/ no additional Battery back-up:	Mod 2.0		Mod 3.0		Mod 4.0/ 4.0b		C4.0
***		***		***		***		***
***		***		***		***		***
***		***		***		***		***
***		***	***		***		***
Total Model Price		***		***		***		***

4th Carrier Growth w/ no additional Battery back-up:	Mod 2.0	Mod 3.0	Mod 4.0/ 4.0b		C4.0
***				***
***				***
***				***
***				***
Total Model Price	Not offered	Not offered		***	Not offered

4th Carrier Growth Modcell 4.0 Growth Cabinet for	Mod 4.0
2.0 Primary Cabinet:	GF-1
***		***
***		***
***		***
***		***
***		***
Sub-Total		***
***		***
Total Model Price		***

4th Carrier Growth Modcell 4.0 Growth Cabinet for	Mod 4.0
3.0 Primary Cabinet:	GF-1
***		***
***		***
***		***
***		***
***		***
Sub-Total		***
***		***
Total Model Price		***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

11

DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

5th Carrier Growth on 4.0 / 4.0b PC or on 4.0	with		with
GF-1 with 2.0 PC / 3.0 PC:	Mod 2.0 PC		Mod 3.0 PC		Mod 4.0 /4.0b
***		***		***		***
***		***		***		***
***		***		***		***
***		***		***		***
Total Model Price		***		***		***

	with		with
5th Carrier Growth on 2.0 GF-1 or 3.0 GF-1:	Mod 2.0 PC		Mod 3.0 PC
***		***		***
***		***		***
***		***		***
***		***		***
Total Model Price		***		***

6th Carrier Growth on 4.0 / 4.0b PC or on 4.0 GF-1	with		with
with 2.0 PC / 3.0 PC:	Mod 2.0 PC		Mod 3.0 PC		Mod 4.0 / 4.0b
***		***		***		***
***		***		***		***
***		***		***		***
***		***		***		***
Total Model Price		***		***		***

	with		with
6th Carrier Growth on 2.0 GF-1 or 3.0 GF-1:	Mod 2.0 PC		Mod 3.0 PC
***		***		***
***		***		***
***		***		***
***		***		***
Total Model Price		***		***

7^th — 11^th Carrier Growth Kits for Modcell 4.0b will be Priced at ***.

	Mod 4.0
7th Carrier Growth Modcell 4.0 Growth Cabinet for 4.0 Primary Cabinet:	GF-1
***		***
***		***
***		***
***		***
***		***
Sub-Total		***
***		***
Total Model Price		***

7th Carrier Growth on	with		with
4.0 GF-1 with a 2.0 PC or 3.0 PC:	Mod 2.0 PC		Mod 3.0 PC
***		***		***
***		***		***
***		***		***
***		***		***
Total Model Price		***		***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

12

DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

8th Carrier Growth on 4.0 GF-1 with a 2.0 PC /	with		with		with
3.0 PC/ 4.0 PC:	Mod 2.0 PC		Mod 3.0 PC		Mod 4.0 PC
***		***		***		***
***		***		***		***
***		***		***		***
***		***		***		***
Total Model Price		***		***		***

9th Carrier Growth on 4.0 GF-1 with a 2.0 PC / 3.0	with		with		with
PC/ 4.0 PC:	Mod 2.0 PC		Mod 3.0 PC		Mod 4.0 PC
***		***		***		***
***		***		***		***
***		***		***		***
***		***		***		***
Total Model Price		***		***		***

10^th and 11^th Carrier Growth Kits on 4.0 will be Priced as those Growth Kits listed above.

				Mod 4.0 and	Redeployed
V3 for 2nd Half of BTS w/ 1 3G1X Cxr (B2B):	Mod 2.0	Mod 3.0		C4.0	Price
***			***			***
Total Model Price	Not offered		***	Not offered		***

Note: ***

Modcell 4.0 EVDO Carrier Upgrade Note:	Mod 2.0		Mod 3.0		Mod 4.0		C4.0
***		***		***		***		***

Note: ***

6-Sector Upgrade Not to Exceed Price

Modcell 4.0b 6-Sector Upgrade (3G1X voice only,
up to 3 Cxrs) with 64 CE + RTUNote :	Mod 2.0		Mod 3.0		Mod 4.0		C4.0
***		***		***		***		***

Note: Applicable only to those Modcell 4.0b’s shipped as 6-sector capable. Software will be available in June of 2006.

Notwithstanding anything contained herein to the contrary, Seller is committed to develop and deliver with general availability in commercially reasonable quantities 6-sector 3G1X voice-only upgrades for up to 3 carriers in a Modcell 4.0b cabinet by June 30, 2006, provided Customer cooperates with Seller to conduct the FOA for such upgrade in a timely manner.

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

13

DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

Modcell 4.0b 6-Sector EVDO Upgrade
with 64 CE + RTU (single carrier) Note:	Mod 2.0		Mod 3.0		Mod 4.0		C4.0
***		***		***		***		***

Note: Applicable only to those Modcell 4.0b’s shipped as 6-sector capable. Software will be available upon GA of November 30, 2006.

Notwithstanding anything contained herein to the contrary, Seller is committed to develop and deliver with general availability in commercially reasonable quantities 6-sector single carrier, EvDo upgrades in a Modcell 4.0b cabinet by November 30, 2006, provided Customer cooperates with Seller to conduct the FOA for such upgrade in a timely manner.

EVDO Revision 0 to EVDO Revision A Upgrade Pricing

***

***

Please note the following:

- ***

- Pricing based on current product roadmap and does not constitute a commitment by Seller to produce, develop, make available, or manufacture IA.

- Customer responsible for IA antenna, miscellaneous cabling, and other potential items required for IA upgrade

The product roadmaps outlined above for: (1) EVDO Rev A, and; (2) Intelligent Antenna are provided by Seller solely to inform Buyer of Seller’s current plan of record for the relevant product(s) and both parties to this Agreement hereby agree that such information does not form a commitment of any kind on either party in relation to this Agreement but represents Seller’s good faith estimate as of the Effective Date. The terms and conditions, including pricing, of any features or functionalities that may be described in the product roadmap that are ultimately released, made generally available, or provided under this or subsequent agreements are subject to future negotiations and future agreement on the terms and conditions which would govern any sale. There are no penalties, liquidated damages or other remedies associated with changes to the

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

14

DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

product roadmap including cancellation of any specific feature or functionality or delay in the timing of development.

Channel Element (CE) Pricing:
***	***
***	***
***	***
***	***
***	***

Kits to Maintain 4 Hour Battery Backup

QUANTITIES

Description

List

Net

3S1C

3S2C

3S3C

3S4C

3S5C

3S6C

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

TOTAL Incremental List Price

***

***

***

***

***

TOTAL Net Incremental Price

***

***

***

***

***

***

*Note: ***

ii. 5ESS / Flexent Packet Switch (FPS) Pricing:

      Discount Table

Material	Standard		Spares		Net Effective
5ESS / FPS		***		***		***
Power		—		—		***

***

• ***

• ***

iii. Flexent Mobility Manager (FMM) Pricing:

      Discount Table

Material	Standard		Spares		Net Effective
FMM HW		***		***		***
FMM SW		***		***		***
Power		—		—		***

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15

DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

iv. Access Manager (ECP / OMP-FX) Pricing:

     Discount Table

Material	Standard		Spares		Net Effective
Axmgr		***		***		***
Power		—		—		***

v. FMS Based — EVDO Radio Network Controller (RNC) Pricing:

     Discount Table

Material	Standard		Spares		Net Effective
FMS Based RNC HW		***		***		***
FMS Based RNC SW		***		***		***
Power		—		—		***

vi. FBP — EVDO Radio Network Controller (RNC) Pricing:

     ***

     Discount Table

Material	Standard		Spares		Net Effective
FBP Based RNC HW		***		***		***
FBP Based RNC SW		***		***		***
Power		***		***		***

Note: Requires OMC-RAN.

vii. Gateway and Lucent Soft Switch Pricing:

		Unit List		Unit Net
Comcode	Product Description	Price		Price		Discount
300724218	VOICE MAIL INTERFACE ACCESSORY PACK		***		***		***
300724283	PLEXVIEW ADVANCED TRAFFIC COLLECTION SW		***		***		***
300724366	PLEXUS 9000 CUSTOMER DOC CDROM		***		***		***
300724374	PLEXVIEW EMS DOCUMENTATION CDROM		***		***		***
300724382	PLEXVIEW BILLING & TRAFFIC COLLECTION G		***		***		***
300741238	PLEXVIEW FLOW-THRU PRO & PM XML API		***		***		***
300724317	PLEXVIEW AMA PLUS BILLING SW		***		***		***
300723541	P9000 CHASSIS & COMM EQUIP PROTECT W/SP3		***		***		***
300723590	8XDS3/STS-1 IOM WITH TONE DETECT		***		***		***
300723657	8XDS3/STS-1 PROTECT IOM, W/TONE DETECT		***		***		***
300723897	PLEXUS OPERATING S/W		***		***		***
300723913	SS7 S/W PKG		***		***		***
300723947	TDM TRUNK INTERFACE FEATURE PKG		***		***		***
300724036	ENHANCED ROUTING S/W PKG		***		***		***
300724127	IS-41D GATEWAY MSC SW FEATURE PKG		***		***		***
300724184	SMDI FEATURE PKG		***		***		***
300724242	PLEXVIEW ELEMENT MANAGER LICENSE		***		***		***
300724291	PLEXVIEW ADV REPORTING NAMED USER LICEN		***		***		***
300729688	DS1 IOM KIT, 87-1002-A		***		***		***
300724259	PLEXVIEW S/W BUNDLE PER EMS SERVER		***		***		***
300724267	PLEXVIEW ADVANCED REPORTING SW PER EMS		***		***		***

Maintenance for LCS Gateway products will be charged on a per configuration basis.

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

16

DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

viib Lucent Network Controller and Lucent Network Gateway:

Pricing for the LNC and LNG shall be negotiated in good faith by the Parties at a later date.

viii. Optional Software & BRSS (Base Release System Software) Pricing:

***

ix. PDSN Data Equipment Pricing:

     Discount Table

Material	Standard		Spares		Net Effective
PDSN, including AAA SW		***		***		***
Power		***		***		***

x. Juniper Equipment Pricing

     Discount Table

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

17

     DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

Material	Standard		Spares
Hardware		***		***
Software		***	***

xi. Riverstone Equipment Pricing

     Discount Table

Material	Standard		Spares
Hardware		***		***
Software		***	***

xii. Dorado Pricing

     Please see Appendix 1 for current Dorado Price Book.

§	***
§	Dorado items are orderable with Juniper and/or Riverstone and Lucent gear
§	All Customer requests for Dorado Quotes must go through the current quoting process.

xiii. ATM SHO and Integrated Network Systems (INS) Pricing

     Discount Table

Material	Standard		Spares
PSAX 4500		***		***
CBX 500 Hardware		***		***
CBX 500 RTU Fees		***
CBX 3500 Hardware		***		***
CBX 3500 MX0X RTU Fee		***
CBX 3500 Other RTU Fees		***

     Pricing for other INS materials shall be negotiated in good faith by the Parties at a later date.

xiv. Wireless Intelligent Network (WIN) Pricing:

     Discount Table

							OI
Material/Software/Service	List		Spares		Net Effective		Comcode
ECS 900 4 Tl Channelized Links Platform Software RTU		***				***		300538014
ECS 900 Base Configuration (1 Media Unit)		***				***		300517828
ECS 900 Base Spares		***		***		***		300568722
eCS 900 Telecom Server Chassis e/q with 4 Tl Channelized Links distributed over 2 Telecom Server Units. (These 4 Tl Channelized Links equate to 32 low speed SS7 links).		***				***		300517901 300517877
ECS, Release 24 Operating System & Utilities RTU		***				***		300567641 300567658
ECS900 SRU (per eCS)		***				***		300703188
eMRS SRU (per eMRS)		***				***		300703600
ESM SRU (J6750)		***				***		300703196
eSM, RTU for up to 10 AHE/MAS connections						***		300570728
LICENSE, RIGHT TO USE (per subscriber), eCS R24, ANSI-41 SHLR 9.0 & Authentication Center (AC)		***				***		300723194 300723160 300723111 300723061 300723111

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DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

							OI
Material/Software/Service	List		Spares		Net Effective		Comcode
LICENSE, RIGHT TO USE, SHLR 8.0 or Later, Support MiRing (per sub)		***				***		300723012
Lucent IN Applications SRU (MiRing & SHLR, 1 million to 5 million subscribers) (per subscriber)		***				***		300703519
MiRing subscriber-RTU (per 1,000 subscriber RTU)		***				***		300689494
R24 eServices Intelligent Network On-line Platform Documentation CD Rom		***				***
SHLR Integration (eCS 900, eSM) for possible second pair expansion		***				***		300427499
SOFTWARE, ON TAPE, eCS R24, SHLR 9.0 - New Install		***				***		300589629
Spare 8GB Fully Populated Factory System Tested Memory Board (eCS 900)		***		***		***		300538089
Spare, SCSI 36GB Boot disk		***		***		***		300707486
SRU Integration Services (SHLR solution applications)		***				***		300427499
SRU Integration Services (SHLR solution platforms)		***				***		300427499
LICENSE, RIGHT TO USE, SHLR 8.0 or Later, Over The Air Parameter Administration (OTAPA) (per 1,000 subscribers)		***				***		300722980
RTU R23 - R24 - SNMP OA&M Data Collection Interface		***				***		300570074
SW & RTU for Performance Engineering Tools R24		***				***		300566684
HARDWARE KIT FOR EMRS R24,R25, SUNBLADE LMT+ REFR WS WITH ONE MONITOR		***				***		300787512
EQMT TO PROVIDE FOR BASE CABINET PLUS FIRST EMRS CHASSIS PROVISIONING (TS1) AND SECOND EMRS UNIT AT TS0, 30 INCH DEEP CABINET		***				***		300679735
SL-CAB-HWKIT, 30INCH,eMRS		***				***		300679776
FI-CAB-BASE, 30INCH,eMRS		***				***		300679719
FRAMEWORK, ASSEMBLY, WIRING & COMMON EQUIPMENT TO PROVIDE ONE COMPACT PCI 30 INCH EMRS CABINET FOR FIRST EMRS CHASSIS PROVISIONING (TS1)		***				***		300679727
CIRCUIT PACK, QUAD SS7 INTERFACE CARD AND Tl PORTS (408385482)		***		***		***		300326857
CIRCUIT PACK, CPU, DUAL P3, 1Ghz CPU (408786895); CIRCUIT PACK, CPU 1Ghz — RTM (408790186)		***		***		***		300590551
CIRCUIT PACK, ALARM BOARD2 (408802312)		***		***		***		300590759
CIRCUIT PACK, MEDIA BAY MODULE (408403715)		***		***		***		300288271
SPARE, CIRCUIT PACK, SCSI DATA DISK DRIVE, 36GB		***		***		***		300736790
CIRCUIT PACK, POWER ENTRY MODULE (408403681)		***		***		***		300288255
NMS CG6500 8-span El/71 VOIP board card, 2 10/100BaseT Network I/O (note: comcode 300590676 maps into 408781029-front card & 408761153 -RTM card in the eMRS H400-717 drawing)		***		***		***		300590676
CIRCUIT PACK , MULTI-FUNCTION SYSTEM I/O CARD, ETHERNET CARD AND SCSI INTERFACE CARD (408641744); CIRCUIT PACK, MFIO — RTM (408532232)		***		***		***		300326832
eSM, RTU for 20K TPH performance		***				***		300278173
eSM, RTU for up to 10 eMRS connection		***				***		300277951
eSM, RTU for 4 eCS/SCP connection		***				***		300278058
eSM, RTU for 50K TPH performance		***				***		300278207
Tl Channelized Links Spare		***		***		***		300618964

Note: ***

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DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

xv. Messaging Pricing:

     Please refer to Attachment L for Messaging pricing.

xvi. NOS Pricing:

     Order Information:

					Term of
	Order			Comcode # and other Description	Service or				Extended
	Type	Comcode #		(E.g. Level of Support, Upgrades Included, etc.)	License	Qty		Fee	Fee
1	SW		108375494	NetminderNTP RTU (One time Right-to-use) Software License List Price: *** per MSC MetroPCS Discount Price *** per MSC	One time		1	*** ***	*** ***
2	Training	OS3326		OS3326 NTP System User & Administration Training (4 days, 8 students) Instructor T&L not included	One time		1	***	***
3	SW		300660834	3rd Party SW: Times Ten (one per server)	One time		1	***	***
4	SW		300660842	3rd Party SW: Borland VisiBroker (one per server)	One time		1	***	***
5	SW		300660826	3rd Party SW: NTP Oracle RTU per CPU	One time		1	***	***
6	PS		108087289	LWS Services: IPA, install, configuration (one server)	One time		1	***	***
7	Annual Maint.		300012655	24X7 RTS-Remote Technical Support, (includes Software Updates, Upgrade for Core, Web Site Access) ***	annual		1	***	***

Term for Software Support Services: Any Software support Service charges stated herein shall have an initial, non-cancelable term of ***, commencing upon the delivery of the Software (“Initial Support Term”). Software support Services will be provided in accordance with Seller’s standard Statement of Work (SOW) for such Services. Customer may access and view these SOWs and their associated terms and conditions at Seller’s web site address www.lucent.com/support.

Seller Hardware: In the event that the Software is utilized on Seller-provided server Products, Customer will provide Seller with reasonable access for installation and maintenance of Seller-owned Products and Customer agrees that title to such Product will remain with Seller at all times. Upon termination of the license utilizing Seller owned Products, Customer shall return such Products to Seller within 15 days of such termination or Seller may invoice, and Customer shall pay, the then current value of the Products retained.

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DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

xvii. Training Pricing:

Training will be provided in accordance with Seller’s standard training program at then-current rates. For more information please refer to Attachment B. A BP99-Form will need to be filled out from time to time.

xviii. Documentation Pricing:

Documentation will be provided in accordance with Seller’s standard documentation program at then-current rates. For more information please contact CIC 888-582-3688 or www.lucentdocs.com.

Customer Code = DK

xix. Services Pricing:

Please refer to Attachment J for Services pricing.

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DRAFT — Subject to legal review and approval by the Parties
APPENDIX 1 — DORADO PRICING

***

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DRAFT — Subject to legal review and approval by the
Parties APPENDIX 1 — DORADO PRICING

***

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DRAFT — Subject to legal review and approval by the Parties
APPENDIX 1 — DORADO PRICING

***

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Attachment B

TRAINING

1. Introduction

Lucent training courses (the “Training Courses”) are developed in accordance with systematic training development processes. The Training Courses are combined into a comprehensive training program that is oriented toward job functions associated with operating and managing various Products and Software sold by Lucent. The Training Courses utilize classroom lectures with audio/video training aids, PC-based training, and/or practical hands-on experience to assure that students acquire theoretical as well as practical knowledge.

2. Training ***

a. ***

b. Training will consist of Lucent’s standard training for Customer’s personnel in the planning for and operation and maintenance of Products and Software provided under the Agreement. ***

3. Training Courses

The Training Courses for which Customer shall be eligible, based upon Customer’s current Product and Software demands, shall be those set forth in the course description schedule set forth below in this Attachment B (the “Course Description Schedule”). From time to time during the Term, Lucent may offer to Customer new or different Training Courses which are not identified on the Course Description Schedule. In such event, Lucent shall provide Customer with a list of the new or different Training Courses at the time such Training Courses become generally available to Lucent’s customers. In the event that Customer purchases (or licenses, in the case of Software) other Products or Software during the Term for which Lucent provides Training Courses, Lucent shall provide Customer with a list of such available Training Courses at the time of Lucent’s delivery of the Product or Software. The Course Description Schedule

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shall be amended once annually, on or before December 1st of the then-current year of the Term, to identify any new or different Training Courses for which Customer shall be eligible.

4. Training Contact Information

Website:

Customer has the option to access an up-to-date list of Training Courses available for Products and Software and register for training by accessing the following website: https://training.lucent.com/SabaWeb

Open Enrollment Classes (Lucent Training Facility):

***

Customer Site Training and Scheduling Training:

Tamara Birdsong (Lucent Training Coordinator)
Phone: ***
Email: ***

5. Training Terms and Conditions

a. The following terms and conditions apply to Training Courses provided either at a Lucent training center or at a Customer location:

(1) The price for the Training Course includes all tuition and standard course materials.

(2) Student requests for Lucent’s training publications will be satisfied from materials that are included in the Training Course. Requests for materials involving Products not included in the Training Course will be forwarded to both Customer’s representatives and the Lucent Account Executive for negotiation. The cost of non-Lucent training publications will be the student’s responsibility.

(3) All training will be conducted in English. Written materials will be provided in English.

(4) If an interpreter is necessary, the length and cost of the training may increase; any such increases shall be identified by Lucent in advance.

(5) Scheduled Training Courses can be cancelled by Customer fifteen (15) calendar days in advance of the start of such Training Course without any Customer liability for such cancellation. Except for cancellations caused by events beyond Customer’s reasonable control, cancellations that occur five (5) to fourteen (14) calendar days before the start of a Training Course will result in a cancellation fee to Customer ***; provided, however, that if Seller is able to secure attendance by another person to fill such seat, there will be no cancellation fee. Except for cancellations caused by events beyond Customer’s reasonable control, cancellations that occur zero (0) to five (5) calendar days before the start of a Training Course will result in a cancellation

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fee to Customer of *** for such Training Course; provided, however, that if Seller is able to secure attendance by another person to fill such seat, there will be no cancellation fee. Cancellation fees shall first be deducted from Customer’s Training Credits. In the event that Customer has insufficient Training Credits to cover all cancellation fees, Customer shall pay Lucent the balance.

(6) Lucent’s Training Courses are constantly being revised and updated; therefore, the duration, pricing and exact content of the Training Course may change from those described in this Attachment B, including in the Course Description Schedule.

b. The following additional terms and conditions shall apply to Training Courses conducted only at a Lucent training center location (“Lucent Training Center”):

(1) Student manuals are part of the tuition and become the property of the student upon completion of the applicable Training Course. All training aids, classroom documentation, software, and equipment owned and supplied by Lucent will remain Lucent’s property upon completion of the applicable Training Course.

(2) A minimum class size of eight (8) students is required to schedule a Customer-dedicated hands-on class. A minimum class size of twenty (20) students is required to schedule a Customer-dedicated, lecture-only class conducted at a Lucent Training Center. If Customer does not wish to schedule a dedicated class, the designated number of students will be placed in existing classes.

(3) Customer will be responsible for all student lodging and living expenses and all international, inter-city transportation, and transportation from the place of lodging to the training site unless otherwise stated. Lucent will assist in the logistics of obtaining lodging, and will also assist students in arranging transportation from the airport to the place of lodging.

(4) The schedules at Lucent’s Training Centers vary from five (5) to six (6) days a week, eight (8) hours per day. Students will be expected to attend classes as scheduled at the Lucent Training Center. This may include additional hours as may be required to maintain the progress of a given class.

(5) Customer should be aware that circumstances may dictate that days where no applicable training is offered (not including weekends) may occur during the duration of the student’s stay at a Lucent Training Center. There will be no tuition charge for non-training days; however, all student living expenses will be Customer’s responsibility.

(6) No training will be scheduled on holidays normally celebrated at the Lucent Training Center.

(7) If the students plan personal travel on days off, the Lucent Training Center would appreciate knowing their destination in case of emergency. The cost of personal travel is the responsibility of the student.

(8) All students will receive a student guide on the first day of the Training Course. Any additional training material is distributed at appropriate intervals during the Training Course.

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c. The following additional terms and conditions shall apply to Training Courses conducted only at a Customer location:

(1) Customer shall be required to provide suitable facilities and all the equipment necessary for on-site training (including test equipment). This equipment must be free of trouble and working, but not in service. Instructor time and related travel expenses will be required to set up Customer’s training site so that the equipment is configured like that in Lucent’s training lab and any related costs or fees to be paid by Customer therefor shall be fixed and set forth as separate line items in an agreed upon statement of work. This shall be required for each hands-on Training Course taught at Customer’s training site.

(2) Customer shall be responsible for all reasonable out-of-pocket instructor travel and living expenses, and the expenses associated with the shipping of Training Course material and equipment; provided, however, that such travel shall be at coach fares and Customer shall not be responsible for any entertainment expenses.

(3) ***

(4) Customer assumes the risk of loss, including theft and damage, to the Training Course-related equipment Lucent provides while such equipment is in the possession or control of Customer, but not during its delivery or transportation to Customer.

6. Prerequisites

It is assumed that the training population will have previous experience in, and possess a basic fundamental knowledge of, transmission and switching theory of operation. Further prerequisites are stated in the Training Course descriptions.

7. Training Implementation

a. An implementation plan for the training program will be developed after the Effective Date. This plan will identify the specific tasks that will be performed by Lucent (including recommended Training Courses) and the proper sequence in which to implement such tasks throughout the Term. Firm schedule dates for the Training Courses will be agreed to by the Parties after the Effective Date.

b. Special responsibilities and assumptions for the Parties with regards to training will also be noted in the implementation plan. This plan will assist in ensuring that operations are commenced and completed on time as required by the Agreement and will be mutually agreed to by Customer and Lucent.

8. Training Assumptions

Customer shall supply the personal computers associated with the PC-based training conducted on-site.

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9. Conflict

In the event there is any conflict between the terms and conditions of this Attachment B and the terms and conditions of Attachment A, this Attachment B shall control with respect to the Training Courses provided hereunder and Attachment A shall control for all other purposes.

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MOBILITY COURSE DESCRIPTION

CDMA — Switch Technician

		Duration
Course Number	Course Description	and Media	Price
CORE PRODUCT/TECHNOLOGY
CL1000C/W Flexent™/AUTOPLEX® Wireless System Overview	***	***	*** ***
Overview of Flexent and CDMA Basestations (optional)	***	***	***
CL5601C/W Flexent Wireless Packet Networks Overview	***	***	*** ***
CL5110 Flexent Element Management System Overview Tutorial	***	***	***
LTD258M/W Understanding the Basics of Data Communications	***	***	*** ***
LTD257M/W Understanding TCP/IP Fundamentals	***	***	*** ***
CL1910 TCP/IP Fundamentals	***	***	***
LTD301M/W Understanding IP and Voice over IP	***	***	*** ***

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		Duration
Course Number	Course Description	and Media	Price
UC1070 Fundamentals of UNIX	***	***	***
5ESS SWITCH/ECP
WS5M01 5ESS® DCS Maintenance: System Fundamentals	***	***	***
WS5M02 5ESS® Switch DCS Maintenance: AM and CNI	***	***	***
WS5M03 5ESS® Switch DCS Maintenance: CM Hardware	***	***	***
WS5M04 5ESS® Switch DCS Maintenance: SM Hardware	***	***	***
WS5M05 5ESS® Switch DCS Trunk Maintenance	***	***	***
WS5MO6 5ESS® DCS Maintenance: Office Database Maintenance	***	***	***
CL8005 Maintenance of the 5ESS® DCS for Flexent™/AUTOPLEX® Wireless System	***	***	***
CL8002 Flexent™/AUTOPLEX® Wireless Networks ECP — Complex Maintenance	***	***	***
CL8510 5ESS Switch CDMA Wireless Application for NAR	***	***	***
Flexent Mobility Manager/RNG Engineering
CL5500 FMS Mobility Server Overview	***	***	***
CL5501 Mobility Manager Application Processor (AP) OA&M	***	***	***
CL5502 Mobility Manager ROP OA&M:	***	***	*** ***

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		Duration
Course Number	Course Description	and Media	Price
CL5503C/W Flexent Mobility Manager Database Management Systems (MM-DBMS) OA&M	***	***	***
CL5582 CDMA2000 1X Radio Network Controller OA&M	***	***	***
3G1X
CL3716 Overview of the 3G-1X Radio Access Network and Technology	***	***	***
CL3737 3G1X High Speed Packet Data Fundamentals	***	***	***
1XEV-DO
LTW541M/W 1X-EVDO Networks	***	***	***
CL5660C 1xEV-DO Radio Access System OA&M	***	***	***
CL5661 Flexent CDMA2000 1xEV-DO Radio Access System OA&M	***	***	***

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		Duration
Course Number	Course Description	and Media	Price
Translations
CL3630 Flexent/AUTOPLEX Wireless Networks Digit-Routing Translations	***	***		***
CL3631 Flexent/AUTOPLEX Wireless Networks Multiple Systems Networking	***	***		***
CL5632 Flexent/AUTOPLEX CDMA Cell Site Growth Translations	***			***

RF Engineer and Systems Performance Engineer

		Duration
Course Number	Course Description	and Media	Price
CORE PRODUCT/TECHNOLOGY
CL1000C/W FlexentTM/AUTOPLEX® Wireless System Overview	***	***	***
CL5601C/W Flexent Wireless Packet Networks Overview	***	***	***
CL5110 Flexent Element Management System Overview Tutorial	***	***	***
LTD258M/W Understanding the Basics of Data Communications	***	***	***
LTD257M/W Understanding TCP/IP Fundamentals	***	***	***
CL1910 TCP/IP Fundamentals	***	***	***
CL5600C Overview of Flexent and CDMA Basestations (optional)	***	***	***

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		Duration
Course Number	Course Description	and Media	Price
Design/Performance Engineering
CL8302 CDMA IS-95/3G1X RF Design & Growth Engineering for PCS (1900 MHz) Systems (for Engineers new to Lucent equipment)	***	***		***
CL8303 CDMA IS-95-3G1X Base Station Call Processing (for engineers new to Lucent equipment)	***	***		***
CL8304 CDMA 3G1X RF Design Engineering & Base Station Call Processing (If not taking CL8302/CL8303)	***	***		***
CL8306 CDMA2000 1XEV-DO RF Design and Call Processing	***	***		***
CL8306S CDMA2000 1xEV-DO RF Engineering and Call Processing Pre-Deployment Seminar	***	***		***
CL3723 Wireless AMPS/PCS CDMA RF Performance Engineering	***	***		***
System Capacity Monitoring and Engineering
CL1004 Flexent/AUTOPLEX System Capacity Monitoring and Engineering (SCME) for PCS CDMA	***	***		***
CL1008 SCME for 1XEV-DO	***	***		***
WATCHMARK
CL3723 Wireless AMPS/PCS CDMA RF Performance Engineering		***		***
CL1519 Watchmark Prospect Admin. Fundamentals	***	***		***
CL1522 Watch Mark Prospect — Lucent AMPS/CDMA/TDMA-New Users	***	***		***
CL1523, WatchMark Prospect™ - Lucent AMPS/CDMA/TDMA Special Engineering Studies for Users	***	***		***
3G1X

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		Duration
Course Number	Course Description	and Media	Price
CL3716 Overview of the 3G-1X Radio Access Network and Technology	***	***	***
CL3737 3G1X High Speed Packet Data Fundamentals	***	***	***
1XEV-DO
LTW541M/W 1X-EVDO Networks	***	***	***
CL5901 1X-EVDO Technology	***	***	***

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Systems Engineer (Equipment Engineer) and Switch/BSC Provisioning Engineer

		Duration
Course Number	Course Description	and Media	Price
CL1000C Flexent™/AUTOPLEX® Wireless Networks System Overview	***	***	***
CL1004 Flexent/AUTOPLEX System Capacity Monitoring and Engineering (SCME) for PCS CDMA	***	***	***
CL1008 SCME for 1XEV-DO	***	***	***

Switch (BSC) Engineer

		Duration
Course Number	Course Description	and Media	Price
CL1000C Flexent™/AUTOPLEX® Wireless Networks System Overview	***	***	***
CL5600C Overview of Flexent and CDMA Basestations (optional)	***	***	***
CL8002 Flexent™/AUTOPLEX® Wireless Networks ECP - Complex Maintenance	***	***	***
CL1004 Flexent/AUTOPLEX System Capacity Monitoring and Engineering (SCME) for PCS CDMA	***	***	***
CL1008 SCME for IXEV-DO	***	***	***
CL1519 Watchmark Prospect Admin. Fundamentals	***	***	***
CL1522 WatchMark Prospect - Lucent AMPS/CDMA/TDMA for New Users	***	***	***
CL1523 WatchMark Prospect™ - Lucent AMPS/CDMA/TDMA Special Engineering Studies for Users	***	***	***
CL5632 Flexent Translations	***	***	***

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Customer Service Representatives

		Duration
Course Number	Course Description	and Media	Price
CL1000C Flexent™/AUTOPLEX® Wireless Networks System Overview	***	***	***

Network Operations Control Center Personnel

		Duration
Course Number	Course Description	and Media	Price
CL1000C Flexent™/AUTOPLEX® Wireless Networks System Overview	***	***	***
CL1111 Flexent™/AUTOPLEX® NOC Fundamentals and Fault Isolation	***		***

RF Base Station Maintenance Personnel

		Duration
Course Number	Course Description	and Media	Price
Core Product/Technology
CL1000C Flexent™/AUTOPLEX® Wireless Networks System Overview	***	***	***
CL5601C/W Flexent Wireless Packet Networks Overview	***	***	***
CL5110 Flexent Element Management System Overview Tutorial	***	***	***
LTD258M/W Understanding the Basics of Data Communications	***	***	***
LTD257M/W Understanding TCP/IP Fundamentals	***	***	***

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		Duration
Course Number	Course Description	and Media	Price
CL1910 TCP/IP Fundamentals	***	***		***
Cell Site Engineering
CL5600C Overview of CDMA and Flexent CDMAN Base Stations	***	***		***
CL5610 Flexent CDMA Modular cell OA&M	***	***		***
CL5690 CDMA Modular ell 4.0 Operations, Administration and Maintenance	***	***		***
CL5696 Advanced Remote Tool Usage	***	***		***
3G1X
CL3716 Overview of the 3G-1X Radio Access Network and Technology	***	***		***
CL3737 3G1X High Speed Packet Data Fundamentals	***	***		***
1XEV-DO

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		Duration
Course Number	Course Description	and Media	Price
LTW541M/W 1X-EVDO Networks	***	***	*** ***
CL5660C 1xEV-DO Radio Access System OA&M	***	***	***

Timelines for each job function:

Below are suggested timelines for the start and completion of training. The intervals identified are relative to cutover of the system to Customer. These timelines assume availability of the student to complete courses in a timely manner and the availability of instructor-led courses.

			Start	Instructor-led
	Start CD based	CD-based training	Instructor-led	courses
Job Function	Training	completed	course	completed
Switch Technician	***	***	***	***
RF Eng. & Systems Performance Eng	***	***	***	***
Systems Engineer (Equipment Engineer) and Switch/BSC Provisioning Eng.	***	***	***	***
Switch (BSC) Eng.	***	***	***	***
Customer Service Representatives	***	***	***	***
Network Operations Control Center Personnel	***	***	***	***
RF Base Station Maintenance Personnel	***	***	***	***

Note: It is also suggested that prospective students visit a Lucent network that is currently up and running. This will help reinforce what they have learned thus further preparing them to support their own network.

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WIRELINE COURSE DESCRIPTION

Wireline 5ESS^® Switches

		Duration
Course Number	Course Description	and Media	Price
ES5010 5ESS Switch Architecture	***	***	***
ES5521 5ESS Switch Operations and Maintenance Fundamentals	***	***	***
ES5523 5ESS Switch Database and Recent Change	***	***	***
ES505A 5ESS Switch Translations: Essentials for Recent Change	***	***	***
ES505B 5ESS Switch Translations: Recent Change for Business Applications	***	***	***
ES505C 5ESS Switch Translations: Recent Change for ISDN	***	***	***
ES505D 5ESS Switch Translations: R/C for Digit Analysis, Routing, and Charging	***	***	***
ES505E 5ESS Switch Translations: Recent Change for Trunks	***	***	***
ES505P 5ESS Switch Number Portability Call Processing and Provisioning	***	***	***
ES5555 5ESS Switch Hands-On Maintenance	***	***	***

		Duration
Course Number	Course Description	and Media	Price
ES5MOO 5ESS Switch Overview	***	***	***

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Course Number	Course Description	Duration and Media	Price
ES5M01 5ESS Switch Maintenance: System Fundamentals	***	***	***
ES5M01T 5ESS Switch Tandem Applications: System Fundamentals	***	***	***
ES5M02 5ESS Switch Maintenance: switching Module Hardware Maintenance	***	***	***
ES5M02A 5ESS Switch Maintenance: AM and CNI Hardware Maintenance	***	***	***
ES5M02B 5ESS Switch Maintenance: CM Hardware Maintenance	***	***	***
ES5M02S OneLink Manager ASM Maintenance	***	***	***
ES5M02N 5ESS Switch Maintenance: Common Channel Signaling Maintenance	***	***	***
ES5M03T 5ESS Switch Tandem Applications: Trunk Maintenance	***	***	***
ES5M03L 5ESS Switch Maintenance: Line Maintenance	***	***	***
ES5M04 5ESS Switch Maintenance: Office Database Maintenance	***	***	***
ES5M05 5ESS Switch Maintenance: System Analysis	***	***	***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

17

ES5M20A 5ESS Switch Architecture Fundamentals	***	***	***
ES5M20B 5ESS Switch Maintenance Fundamentals	***	***	***
ES5M20C 5ESS Switch Hardware Maintenance Fundamentals	***	***	***

Stinger^® and NavisAccess DSL

		Duration
Course Number	Course Description	and Media	Price
20641 Stinger® Configuration and Administration	***	***	***
20641E Stinger® Configuration and Administration Web-Based Training	***	***	***
20503 NavisAccess DSL 5.1 Fundamentals 1	***	***	***
20503E1 NavisAccess DSL 5.1 Fundamentals 1, web-based training	***	***	***
20503E2 NavisAccess DSL 5.1 Fundamentals 2, web-based training	***	***	***
20503E3 NavisAccess DSL 5.1 Service Creation, Monitoring, and Reporting	***	***	***
20503E4 NavisAccess DSL 5.1 Scheduling and Configuration Management	***	***	***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

18

DRAFT — Subject to legal review and approval by the Parties

Attachment C

*** PRICING

1. GENERAL

The prices, discounts and incentives described in this Attachment apply in those circumstances (as set forth in Sections 1.2(b) and 1.4(b) of the Agreement) when the prices, discounts and incentives stated in Attachment A do not apply.

The following are not included in the pricing quoted in this Attachment C:

• Taxes, domestic transportation, hauling, hoisting, and warehousing;

• Engineering site visits (if required);

• Extraordinary installation items — helicopters, cranes, etc.;

• Power/battery plant, additions, growth and or replacements;

• Transmission/networking equipment, additions, growth and or replacement;

• Antennas/tower, additions, growth modifications;

• Building modifications/construction;

• Optional hardware items associated with select Lucent Software (e.g. OTA, SMS, AutoPace, billing platforms, etc.);

• All charges associated with non-Standard Intervals ;

• Any other items not specifically quoted in this Attachment.

2. EXISTING AND NEW MARKETS

EXISTING MARKETS

***

NEW MARKETS

***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

1

DRAFT — Subject to legal review and approval by the Parties

3. ***

***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

2

DRAFT — Subject to legal review and approval by the Parties

***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

3

DRAFT — Subject to legal review and approval by the Parties

PRODUCT CATEGORIES

A. NEW MARKET PRICING

i.	Base Station Pricing
ii.	Flexent Mobility Manager (FMM) Pricing
iii.	Access Manager (ECP / OMP-FX) Pricing
iv.	Messaging Pricing

B. EXISTING MARKET PRICING

i.	Base Station Pricing
ii.	5ESS / Flexent Packet Switch (FPS) Pricing
iii.	Flexent Mobility Manager (FMM) Pricing
iv.	Access Manager (ECP / OMP-FX) Pricing
v.	FMS-Based EVDO Radio Network Controller (RNC) Pricing
vi.	FBP — EVDO Radio Network Controller (RNC) Pricing
vii.	Gateway and Lucent SoftSwitch Pricing (viib. — Lucent Network Controller and Lucent Network Gateway)
viii.	Optional Software & BRSS (Base Release System Software) Pricing
ix.	PDSN Data Equipment Pricing
x.	Juniper Equipment Pricing
xi.	Riverstone Equipment Pricing
xii.	Dorado Pricing
xiii.	ATM Soft Handoff (SHO) and Integrated Network Solutions (INS) Pricing
xiv.	Wireless Intelligent Network (WIN) Pricing
xv.	Messaging Pricing
xvi.	NOS Pricing
xvii.	Training Pricing
xviii.	Documentation Pricing
xix.	Services Pricing

Appendix 1 Dorado Pricing

Appendix 2 Tampa/Sarasota Market Offer Letter

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

4

DRAFT — Subject to legal review and approval by the Parties

4.A NEW MARKET PRICING

For New Markets, the following pricing will be honored for the Initial Term per the provisions listed herein, as well as Sections 13 above. For any Product or Software not specifically denoted in Section 4.A New Market Pricing below, the Existing Market pricing as defined in Section 4.B will apply.

i. Base Station Pricing:

Discount Table

Material	Standard		Spares		Net Effective
Modcells		***		***	***
Channel Elements		***	***		***
Power / Batteries		***		***	***

• ***

***

***	***
***	***
***	***

New Market Modcell 4.0b Primary 1st Carrier / 3 Sector (6-sector capable) w/
Duplex Filters:	Mod 4.0b PC
***		***
***		***
Sub-Total		***
***		***
Total Model Price		***

New Market 2nd Carrier Growth w/ no
additional Battery back-up:	Mod 2.0	Mod 3.0	Mod 4.0b		C4.0
***				***
***				***
***				***
***				***
Total Model Price	Not offered	Not offered		***	Not offered

New Market 3rd Carrier Growth w/ no
additional Battery back-up:	Mod 2.0	Mod 3.0	Mod 4.0b		C4.0
***				***
***				***
***				***
***			***
Total Model Price	Not offered	Not offered		***	Not offered

New Market 4th Carrier Growth w/ no
additional Battery back-up:	Mod 2.0	Mod 3.0	Mod 4.0b		C4.0
***				***
***				***
***				***
***				***
Total Model Price	Not offered	Not offered		***	Not offered

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

5

DRAFT — Subject to legal review and approval by the Parties
NEW MARKETS PRICING

New Market 5th Carrier Growth on 4.0 PC:	Mod 2.0	Mod 3.0	Mod 4.0b
***				***
***				***
***				***
***				***
Total Model Price	Not offered	Not offered		***

New Market 6th Carrier Growth on 4.0 PC:	Mod 2.0	Mod 3.0	Mod 4.0b
***				***
***				***
***				***
***			***
Total Model Price	Not offered	Not offered		***

New Market 7^th - 11^th Carrier Growth Kits for Modcell 4.0b will be Priced at ***

New Market: 7th Carrier Growth Modcell 4.0 Growth Cabinet for 4.0 Primary	Mod 4.0
Cabinet:	GF-1
***		***
***		***
***		***
***		***
***		***
Sub-Total		***
***		***
Total Model Price		***

New Market 8th Carrier Growth on 4.0 GF-1	with		with	with
with a 4.0 PC:	Mod 2.0 PC		Mod 3.0 PC	Mod 4.0 PC
***					***
***					***
***					***
***				***
Total Model Price		Not offered	Not offered		***

New Market 9th Carrier Growth on 4.0 GF-1	with	with	with
with a 4.0 PC:	Mod 2.0 PC	Mod 3.0 PC	Mod 4.0 PC
***				***
***				***
***				***
***				***
Total Model Price	Not offered	Not offered		***

New Market 10^th and 11^th Carrier Growth Kits on 4.0 will be Priced as those Growth Kits listed above.

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

6

DRAFT — Subject to legal review and approval by the Parties
NEW MARKETS PRICING

New MarketNote 2nd V4 BTS w/ 2 3G1X Cxr	Mod 2.0 &				Redeployed
and 1 EVDO Cxr (B2B):	Mod 3.0	C4.0	Mod 4.0		Price
***				***		***
***				***		***
***				***		***
Total Model Price	Not offered	Not offered		***		***

Note: ***

***

ii. Flexent Mobility Manager (FMM) Pricing:

Discount Table

Material	Standard		Spares		Net Effective
Initial Launch New Market FMM HW		***		***		***
Initial Launch New Market FMM SW		***		***		***
Power		***		***		***

***

•     ***

iii. Access Manager (ECP /OMP-FX) Pricing:

Discount Table

Material	Standard		Spares		Net Effective
Initial Launch New Market Axmgr		***		***		***
Power		***		***		***

iv. Messaging Pricing:

     Please refer to Attachment L for Messaging pricing.

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

7

DRAFT — Subject to legal review and approval by the Parties

4.B EXISTING MARKET PRICING

i. Base Station Pricing

Discount Table

Material	Standard		Spares	Net Effective
Modcells		***	***	***
Channel Elements		***	***	***
Power / Batteries		***	***	***

• ***

***

***	***
***	***
***	***
***	***

Modcell 3.0 / 4.0 / 4.0b Primary & Modcell 2.0 / 3.0 / 4.0 / 4.0bGrowth Kit Pricing:

***	***
***	***
***	***
***	***
***	***
***	***

Modcell 4.0/4.0b Primary 1st Carrier / 3 Sector w/ Duplex Filters:	Mod 4.0/4.0b PC
***		***
***		***
Sub-Total		***
***		***
Total Model Price		***

Modcell 3.0 Primary 1st Carrier / 3 Sector w/ Duplex Filters:	Mod 3.0 PC
***		***
***		***
Sub-Total		***
***		***
Total Model Price		***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

8

     DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

	Mod 4.0
Compact Modcell 4.0 Primary 1st Carrier / 3 Sector w/ Duplex Filters:	Compact PC
***		***
***		***
***		***
Total Model Price		***

2nd Carrier Growth w/ no additional Battery
back-up:	Mod 2.0		Mod 3.0		Mod 4.0 / 4.0b		C4.0
***		***		***		***		***
***		***		***		***		***
***	***			***		***	***
Total Model Price		***		***		***		***

3rd Carrier Growth w/ no additional Battery
back-up:	Mod 2.0		Mod 3.0		Mod 4.0 / 4.0b		C4.0
***		***		***		***		***
***		***		***		***		***
***		***	***		***		***
Total Model Price		***		***		***		***

4th Carrier Growth w/ no additional Battery
back-up:	Mod 2.0	Mod 3.0	Mod 4.0/4.0b		C4.0
***				***
***				***
***			***
Total Model Price	Not offered	Not offered		***	Not offered

	Mod 4.0
4th Carrier Growth Modcell 4.0 Growth Cabinet for 2.0 Primary Cabinet:	GF-1
***		***
***		***
***	***
***		***
Sub-Total		***
***		***
***		***
Total Model Price		***

	Mod 4.0
4th Carrier Growth Modcell 4.0 Growth Cabinet for 3.0 Primary Cabinet:	GF-1
***		***
***		***
***	***
***		***
Sub-Total		***
***		***
Total Model Price		***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

9

DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

5th Carrier Growth on 4.0 PC or on 4.0 GF-1	with		with
with 2.0 PC / 3.0 PC:	Mod 2.0 PC		Mod 3.0 PC		Mod 4.0
***		***		***		***
***		***		***		***
***		***		***		***
Total Model Price		***		***		***

	with		with
5th Carrier Growth on 2.0 GF-1 or 3.0 GF-1:	Mod 2.0 PC		Mod 3.0 PC
***		***		***
***		***		***
***		***		***
Total Model Price		***		***

6th Carrier Growth on 4.0 or on 4.0 GF-1	with		with
with 2.0 PC/ 3.0 PC:	Mod 2.0 PC		Mod 3.0 PC		Mod 4.0
***		***		***		***
***		***		***		***
***		***		***		***
Total Model Price		***		***		***

	with		with
6th Carrier Growth on 2.0 GF-1 or 3.0 GF-1:	Mod 2.0 PC		Mod 3.0 PC
***		***		***
***		***		***
***		***		***
Total Model Price		***		***

7^th - 11^th Carrier Growth Kits for Modcell 4.0b will be Priced at ***

	Mod 4.0
7th Carrier Growth Modcell 4.0 Growth Cabinet for 4.0 Primary Cabinet:	GF-1
***		***
***		***
***		***
***		***
Sub-Total		***
***
***		***
Total Model Price		***

7th Carrier Growth on 4.0 GF-1 with a 2.0 PC	with		with
or 3.0 PC:	Mod 2.0 PC		Mod 3.0 PC
***		***		***
***		***		***
***		***		***
Total Model Price		***		***

8th Carrier Growth on 4.0 GF-1 with a 2.0 PC	with		with		with
/ 3.0 P C/ 4.0 PC:	Mod 2.0 PC		Mod 3.0 PC		Mod 4.0 PC
***		***		***		***
***		***		***		***
***		***		***		***
Total Model Price		***		***		***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

10

DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

9th Carrier Growth on 4.0 GF-1 with a 2.0 PC	with		with		with
/ 3.0 PC/ 4.0 PC:	Mod 2.0 PC		Mod 3.0 PC		Mod 4.0 PC
***		***		***		***
***		***		***		***
***		***		***		***
Total Model Price		***		***		***

10^th and 11^th Carrier Growth Kits on 4.0 will be Priced as those Growth Kits listed above.

Modcell 4.0 EVDO Carrier UpgradeNote:	Mod 2.0		Mod 3.0		Mod 4.0		C4.0
***		***		***		***		***

Note: ***

6-Sector Upgrade Not to Exceed Price

Modcell 4.0b 6-Sector Upgrade (3G1X
voice only, up to 3 Cxrs) with 64 CE +
RTUNotc:	Mod 2.0		Mod 3.0		Mod 4.0		C4.0
***		***		***		***		***

Note: Applicable only to those Modcell 4.0b’s shipped as 6-sector capable. Software will be available upon GA by June 30, 2006.

Notwithstanding anything contained herein to the contrary, Seller is committed to develop and deliver with general availability in commercially reasonable quantities 6-sector 3G1X voice only functionality for up to 3 carriers in a Modcell 4.0b cabinet by June 30, 2006, provided Customer cooperates with Seller to conduct the FOA for such upgrade in a timely manner.

Modcell 4.0b 6-Sector EVDO Upgrade
(single carrier) with 64 CE+ RTUNotc:	Mod 2.0		Mod 3.0		Mod 4.0		C4.0
***		***		***		***		***

Note: Applicable only to those Modcell 4.0s shipped as 6-sector capable. Software will be available upon GA by November 30, 2006.

Notwithstanding anything contained herein to the contrary, Seller is committed to develop and deliver with general availability in commercially reasonable quantities 6-sector single carrier, EvDo upgrades in a Modcell 4.0b cabinet by November 30, 2006, provided Customer cooperates with Seller to conduct the FOA for such upgrade in a timely manner.

***

***

***

***

***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

11

DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

Intelligent Antenna (IA) Planning Prices

***
Please note the following:

- ***

- Pricing based on current product roadmap and does not constitute a commitment by SELLER to produce, develop, make available, or manufacture IA.

- Customer responsible for IA antenna, misc. cabling, and other potential items required for IA upgrade

The product roadmaps outlined above for: (1) EVDO Rev A; and (2) Intelligent Antenna are provided by Seller solely to inform Buyer of Seller’s current plan of record for the relevant product(s) and both parties to this Agreement hereby agree that such information does not form a commitment of any kind on either party in relation to this Agreement but represents Seller’s good faith estimate as of the Effective Date. The terms and conditions, including firm pricing, of any features or functionalities that may be described in the product roadmap that are ultimately released, made generally available, or provided under this or subsequent agreements are subject to future negotiations and future agreement on the terms and conditions which would govern any sale. There are no penalties, liquidated damages or other remedies associated with changes to the product roadmap including cancellation of any specific feature or functionality or delay in the timing of development.

Channel Element (CE) Pricing:
***	***
***	***
***	***
***	***
***	***

Kits to Maintain 4 Hour Battery Backup

QUANTITIES

Description

List

Net

3S1C

3S2C

3S3C

3S4C

3S5C

3S6C

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

TOTAL List Price

***

***

***

***

***

***

TOTAL Incermental List Price

***

***

***

***

***

TOTAL Net Incremental Price

***

***

***

***

***

***

* Note: ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

12

DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

ii.	5ESS / Flexent Packet Switch (FPS) Pricing
	Discount Table

Material	Standard		Spares		Net Effective
5ESS / FPS		***		***		***
Power		***		***		***

***

• ***

• ***

iii.	Flexent Mobility Manager (FMM) Pricing:
	Discount Table

Material	Standard		Spares		Net Effective
FMM HW		***		***		***
FMM SW		***		***		***
Power		***		***		***

iv.	Access Manager (ECP / OMP-FX) Pricing:
	Discount Table

Material	Standard		Spares		Net Effective
Axmgr		***		***		***
Power		***		***		***

v.	FMS Based — EVDO Radio Network Controller (RNC) Pricing:
	Discount Table

Material	Standard		Spares		Net Effective
FMS Based RNC HW		***		***		***
FMS Based RNC SW		***		***		***
Power		***		***		***

vi.	FBP — EVDO Radio Network Controller (RNC) Pricing:
	***
	Discount Table

Material	Standard		Spares		Net Effective
FBP Based RNC HW		***		***		***
FBP Based RNC SW		***		***		***
Power		***		***		***

	Note: Requires OMC-RAN.
vii.	Gateway and Lucent Soft Switch Pricing:

		Unit List		Unit Net
Comcode	Product Description	Price		Price		Discount
300724218	VOICE MAIL INTERFACE ACCESSORY PACK		***		***		***
300724283	PLEXVIEW ADVANCED TRAFFIC COLLECTION SW		***		***		***
300724366	PLEXUS 9000 CUSTOMER DOC CDROM		***		***		***
300724374	PLEXVIEW EMS DOCUMENTATION CDROM		***		***		***
300724382	PLEXVIEW BILLING & TRAFFIC COLLECTION G		***		***		***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

13

DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

		Unit List		Unit Net
Comcode	Product Description	Price		Price		Discount
300741238	PLEXVIEW FLOW-THRU PRO & PM XML API		***		***		***
300724317	PLEXVIEW AMA PLUS BILLING SW		***		***		***
300723541	P9000 CHASSIS & COMM EQUIP PROTECT W/SP3		***		***		***
300723590	8XDS3/STS-1 IOM WITH TONE DETECT		***		***		***
300723657	8XDS3/STS-1 PROTECT IOM, W/TONE DETECT		***		***		***
300723897	PLEXUS OPERATING S/W		***		***		***
300723913	SS7 S/W PKG		***		***		***
300723947	TDM TRUNK INTERFACE FEATURE PKG		***		***		***
300724036	ENHANCED ROUTING S/W PKG		***		***		***
300724127	IS-41D GATEWAY MSC SW FEATURE PKG		***		***		***
300724184	SMDI FEATURE PKG		***		***		***
300724242	PLEXVIEW ELEMENT MANAGER LICENSE		***		***		***
300724291	PLEXVIEW ADV REPORTING NAMED USER LICEN		***		***		***
300729688	DS1 IOM KIT, 87-1002-A		***		***		***
300724259	PLEXVIEW S/W BUNDLE PER EMS SERVER		***		***		***
300724267	PLEXVIEW ADVANCED REPORTING SW PER EMS		***		***		***

Maintenance for LCS Gateway products will be charged on a per configuration basis.

vii. Lucent Network Controller and Lucent Network Gateway:

Pricing for the LNC and LNG shall be negotiated in good faith by the Parties at a later date.

viii. Optional Software & BRSS (Base Release System Software) Pricing:

***

***

***

***

***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

14

DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

***

ix.	PDSN Data Equipment Pricing
	Discount Table

Material	Standard		Spares		Net Effective
PDSN, including AAA SW		***		***		***
Power		***		***		***

x.	Juniper Equipment Pricing
	Discount Table

Material	Standard		Spares
Hardware		***	***
Software		***	***

xi.	Riverstone Equipment Pricing
	Discount Table

Material	Standard		Spares
Hardware		***		***
Software		***	***

xii. Dorado Pricing

Please see Appendix 1 for current Dorado Price Book.

§	***
§	Dorado items are orderable with Juniper and/or Riverstone and Lucent gear
§	All customer requests for Dorado Quotes must go through the current quoting process.

xii.	ATM SHO and Integrated Network Systems (INS) Pricing
	Discount Table

Material	Standard		Spares
PSAX 4500		***		***
CBX 500 Hardware		***		***
CBX 500 RTU Fees		***
CBX 3500 Hardware		***		***
CBX 3500 MXOX RTU Fee		***
CBX 3500 Other RTU Fees		***

Pricing for other INS materials shall be negotiated in good faith by the Parties at a later date.

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

15

DRAFT — Subject to legal review and approval by the Parties
EXISTING MARKETS PRICING

xiii.	Wireless Intelligent Network (WIN) Pricing:
	Discount Table

Material/Software/Service	List		Spares		Net Effective		OI Comcode
eCS 900 4 T1 Channelized Links Platform Software RTU		***				***		300538014
eCS 900 Base Configuration (1 Media Unit)		***				***		300517828
eCS 900 Base Spares		***		***		***		300568722
eCS 900 Telecom Server Chassis e/q with 4 Tl Channelized Links distributed over 2 Telecom Server Units. (These 4 Tl Channelized Links equate to 32 low speed SS7 links).		***				***		300517901 300517877
eCS, Release 24 Operating System & Utilities RTU		***				***		300567641 300567658
eCS900 SRU (per eCS)		***				***		300703188
eMRS SRU (per eMRS)		***				***		300703600
eSM SRU(J6750)		***				***		300703196
eSM, RTU for up to 10 AHE/MAS connections		***				***		300570728
LICENSE, RIGHT TO USE (per subscriber), eCS R24, ANSI-41 SHLR 9.0 & Authentication Center (AC)		***				***		300723194 300723160 300723111 300723061 300723111
LICENSE, RIGHT TO USE, SHLR 8.0 or Later, Support MiRing (per sub)		***				***		300723012
Lucent IN Applications SRU (MiRing & SHLR, 1 million to 5 million subscribers) (per subscriber)		***				***		300703519
MiRing subscriber-RTU (per 1,000 subscriber-RTU)		***				***		300689494
R24 eServices Intelligent Network On-line Platform Documentation CD Rom						***
SHLR Integration (eCS 900, eSM) for possible second pair expansion		***				***		300427499
SOFTWARE, ON TAPE, eCS R24, SHLR 9.0 - New Install		***				***		300589629
Spare 8GB Fully Populated Factory System Tested Memory Board (eCS 900)		***		***		***		300538089
Spare, SCSI 36GB Boot disk		***		***		***		300707486
SRU Integration Services (SHLR solution applications)		***				***		300427499
SRU Integration Services (SHLR solution platforms)		***				***		300427499
LICENSE, RIGHT TO USE, SHLR 8.0 or Later, Over The Air Parameter Administration (OTAPA) (per 1,000 subscribers)		***				***		300722980
RTU R23 - R24 - SNMP OA&M Data Collection Interface		***				***		300570074
SW & RTU for Performance Engineering Tools R24		***				***		300566684
HARDWARE KIT FOR EMRS,R24R25, SUNBLADE LMT+ REFR WS WITH ONE MONITOR		***				***		300787512
EQMT TO PROVIDE FOR BASE CABINET PLUS FIRST EMRS CHASSIS PROVISIONING (TS1)		***				***		300679735

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EXISTING MARKETS PRICING

Material/Software/Service	List		Spares		Net Effective		OI Comcode
AND SECOND EMRS UNIT AT TS0, 30 INCH DEEP CABINET
SL-CAB-HWKIT, 30INCH,eMRS		***				***		300679776
FI-CAB-BASE, 30INCH,eMRS		***				***		300679719
FRAMEWORK, ASSEMBLY, WIRING & COMMON EQUIPMENT TO PROVIDE ONE COMPACT PCI 30 INCH EMRS CABINET FOR FIRST EMRS CHASSIS PROVISIONING (TS1)		***				***		300679727
CIRCUIT PACK, QUAD SS7 INTERFACE CARD AND T1 PORTS (408385482)		***		***		***		300326857
CIRCUIT PACK, CPU, DUAL P3, 1 Ghz CPU (408786895); CIRCUIT PACK, CPU 1 Ghz — RTM (408790186)		***		***		***		300590551
CIRCUIT PACK, ALARM BOARD2 (408802312)		***		***		***		300590759
CIRCUIT PACK, MEDIA BAY MODULE (408403715)		***		***		***		300288271
SPARE, CIRCUIT PACK, SCSI DATA DISK DRIVE, 36GB		***		***		***		300736790
CIRCUIT PACK, POWER ENTRY MODULE (408403681)		***		***		***		300288255
NMS CG6500 8-span E1/T1 VOIP board card, 2 10/100BaseT Network I/O (note: comcode 300590676 maps into 408781029 -front card & 408761153 - -RTM card in the eMRS H400-717 drawing)		***		***		***		300590676
CIRCUIT PACK , MULTI-FUNCTION SYSTEM I/O CARD, ETHERNET CARD AND SCSI INTERFACE CARD (408641744); CIRCUIT PACK, MFIO — RTM (408532232)		***		***		***		300326832
eSM, RTU for 20K TPH performance		***				***		300278173
eSM, RTU for up to 10 eMRS connection		***				***		300277951
eSM, RTU for 4 eCS/SCP connection		***				***		300278058
eSM, RTU for 50K TPH performance		***				***		300278207
Tl Channelized Links Spare		***		***		***		300618964

Note: ***

xiv.	Messaging Pricing:
	Please refer to Attachment L for Messaging pricing.

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xv.	NOS Pricing:
	Order Information:

					Term of
	Order			Comcode # and other Description	Service or					Extended
	Type	Comcode #		(E.g. Level of Support, Upgrades Included, etc.)	License	Qty		Fee		Fee
1	SW		108375494	Netminder NTP RTU (One time Right-to-use) Software License	One time		1	***		***
				List Price: *** MetroPCS Discount Price ***
2	Training	OS3326		OS3326 NTP System User & Administration Training (4 days, 8 students) Instructor T&L not included	One time		1		***		***
3	SW		300660834	3rd Party SW: Times Ten (one per server )	One time		1		***		***
4	SW		300660842	3rd Party SW: Borland VisiBroker (one per server)	One time		1		***		***
5	SW		300660826	3rd Party SW: NTP Oracle RTU per CPU	One time		1		***		***
6	PS		108087289	LWS Services: IPA, install, configuration (one server)	One time		1		***		***
7	Annual Maint.		300012655	24X7 RTS-Remote Technical Support, (includes Software Updates, Upgrade for Core, Web Site Access)***	annual		1		***		***

Term for software support services: Any Software support Service charges stated herein shall have an initial, non-cancelable term of ***, commencing upon the delivery of the Software (“Initial Term”). Software support Services will be provided in accordance with Seller’s Statement of Work (SOW) for such Services. Customer may access and view these SOWs and their associated terms and conditions at Seller’s web site address www.lucent.com/support.

Seller Hardware: In the event that the Software is utilized on Seller provided server Products, Customer will provide Seller with reasonable access for installation and maintenance of Seller-owned Products and Customer agrees that title to such Products will remain with Lucent at all times. Upon termination of the license utilizing Seller owned Products, Customer agrees to return such Products upon written request to Seller within 15 days of such termination or Seller may invoice, and Customer shall pay, the then current value of the Products retained.

xvi. Training Pricing:

Training will be provided in accordance with Seller’s standard training program at then-current rates. For more information please refer to Attachment B. A BP99-Form will need to be filled out from time to time.

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xvii. Documentation Pricing:

Documentation will be provided in accordance with Seller’s standard documentation program at then-current rates. For more information please contact CIC 888-582-3688 or www.lucentdocs.com.

Customer Code = DK

xviii. Services Pricing:

Please refer to Attachment J for Services Pricing.

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APPENDIX 1 — DORADO PRICING

***

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APPENDIX 1 — DORADO PRICING

***

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APPENDIX 1 – DORADO PRICING

***

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APPENDIX 2 — TAMPA/SARASOTA MARKET OFFER LETTER

December 7, 2004

Mr. Roger Linquist
President and Chief Executive Officer
MetroPCS Wireless, Inc.
8144 Walnut Hill Lane, Suite 800
Dallas, TX 75231

Re: Final Revised Tampa/Sarasota Market Offer (10MHz)

Dear Roger:

Per our agreement, Lucent Technologies is pleased to provide you with the following revised offer for use in your newly acquired Florida spectrum, as well as a consideration for your existing properties. An overview of this proposal is as follows:

3G1X CDMA Wireless Network
Lucent Technologies shall supply MetroPCS with the following components, including associated services as described. The prices for all other equipment, software and services not specifically referenced herein shall be negotiated in good faith with MetroPCS, or will be priced per the existing General Agreement for the Purchase of PCS Systems between our companies, dated October 1, 2002, as amended from time to time (the “General Agreement”).

The proposal was configured with the following sizing guidelines:

	Phase 1	Phase 2	Phase 3
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

• Mobile Switching Center — Lucent Technologies proposes ***

• MSC Services — In support of this effort, Lucent Technologies shall provide MetroPCS with the following services at the following reduced pricing (for a detailed description of these services, please see each specific Statement of Work (SOW)). ***

Integration  — “Switch Move”

***
*** ***
***

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APPENDIX 2 — TAMPA/SARASOTA MARKET OFFER LETTER

***

• CDMA Mod-cell 4.0 6-sector solution — Lucent Technologies shall provide MetroPCS with *** Mod-cell 4.0 base stations equipped with 3-sectors and 1 carrier. These base stations will be capable of supporting 6-sector in the future (upon shipment, available beginning May 2005), and will function as 6-sector base stations when the necessary Lucent CDMA ECP Release 26.0 Software becomes generally available. Target GA date for R.26 is April of 2006. The price for each base station will be ***. Additionally, Lucent shall supply up to 508 carrier upgrade kits priced at ***. Pricing for the 3-sector to 6-sector (across all three carriers) upgrade (HW & SW only) will be ***. The pricing for subsequent Channel Elements and Power will be per the current General Agreement.

• Base Station I “Other” Services — In support of this effort, Lucent Technologies shall provide MetroPCS with the following services at the following reduced pricing (for a detailed description of these services, please see each specific Statement of Work (SOW)). Should MetroPCS wish to utilize Lucent Technologies’ Site Location and Construction Services, any purchase incentives set forth in the then current General Agreement cannot be utilized for these services.

***

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APPENDIX 2 — TAMPA/SARASOTA MARKET OFFER LETTER

• AnyPath Voice Messaging Solution — Additionally, as a part of this bundled offer, Lucent Technologies would like to extend to MetroPCS a special new market offer for voice messaging: ***.

Existing Markets Offer

Additionally, Lucent would like to extend the following “one-time” special incentive for use in your current markets ***.

• CDMA Mod-cell base stations—***

This offer, in its entirety, is per the terms and conditions of the current General Agreement between MetroPCS and Lucent Technologies, dated October 1, 2002. This offer will be incorporated into any subsequent General Agreement (upon the termination, expiration, renewal, extension, or re-negotiation of the current General Agreement) on terms and conditions mutually agreed by the parties. MetroPCS has the right to purchase the quantities described herein, with the associated discounts and incentives, through December 2007.

Please sign a copy of this offer letter and return it to me by close of business December 9, 2004 to acknowledge MetroPCS’ acceptance of this offer. Upon acceptance, this letter and the non-conflicting terms and conditions of the General Agreement constitute the entire agreement, and supersede all previous understandings (both written and oral), between the parties regarding the subject matter.

Best Regards,

Mark Gardner

Mark Gardner

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APPENDIX 2 — TAMPA/SARASOTA MARKET OFFER LETTER

Accepted by:
Metro PCS Wireless, Inc.
By:
Name:
Title:
Date:
CC :	Malcolm Lorang, MPCS
	Bob Young, MPCS
	Ben Bratcher,LU
	Fred Kessler, LU
	Anne DeKoker, LU
	Kevin Daelke, LU

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ATTACHMENT D

LUCENT TECHNOLOGIES

PCS Wireless Network

Remote Technical Support Advantage
(RTSA)

AND

Multi Vendor Maintenance Service FOR
Sun Products (Sun MVM)

Note: The respond/restore/resolve
times and ECP hours / % on page
9, and the price of CTA support
on p.24 are all items that
can possibly be redacted; however,
a similar attachment to the
5-4/A on 1/16/2004 (Attachment E)
did not redact these items.

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Table OF Contents

1 INTRODUCTION	5
Description of Services	6
2 TERM/DURATION	6
3 REMOTE TECHNICAL SUPPORT ADVANTAGE	6
4 SELLER RESPONSIBILITIES	6
4.1 Remote Technical Support (RTS) Description	6
4.1.1 Seller Tasks/Deliverables	7
4.1.2 RTS Performance Objectives	7
4.1.3 Definition of Severity Levels	8
4 1.4 Definition of Respond, Restore and Resolve	8
4.1.5 Respond, Restore and Resolve Objectives	8
4.1.6 Customer Service Delivery Feedback/Escalation	9
4.2 Customer Technical Advocate Support	9
4.2.1 Description	9
4.2.2 CTA Tasks/Deliverables	10
4.2.3 CTA Exclusions	11
4.3 Base Release Software and Service (BRSS)	11
4.3.1 Updates and Upgrades	11
4.3.2 License Audit	13
4.3.3 Distribution	13
4.3.4 Software Delivery	13
4.3.5 Pre-lnstallation Support	14
4.3.6 Installation Support	14
4.3.7 Retrofit Support	14
4.4 Software Support Policy	15
4.4.1 Normal Progression/Skipping	15
4.4.2 Major Release Life Cycle Ratings	15
4.4.3 Support Availability for Different Software Ratings*	16
5 CUSTOMER RESPONSIBILITIES	17

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5.1 Customer Responsibilities Concerning Lucent Web Site Access	17
6 EXCLUSIONS	18
7 ASSUMPTIONS/ELIGIBILITY FOR RTSA	20
7.1 Equipment Manufactured, and Installed by or Purchased from Seller	20
7.2 Other Situations	21
7.3 Customer’s Warranties of Authority	21
7.4 Support For Relocated Software	21
7.5 Commencement of RTSA	22
7.5.1 General	22
7.5.2 First System	22
7.5.3 Additional Systems	22
7.5.4 Addition of Existing Systems	23
8 GENERAL TERMS	23
8.1 Conditions	23
8.2 Change Management	23
8.3 Acceptance	23
8.4 Warranty	23
9 PRICING SECTION	24
9.1 Determination of Pricing Units	24
9.2 Pricing Notes	24
10 PRICING	25
10.1 Maintained Products for RTS and BRSS	25
10.1.1 Maintained Products	25
10.1.2 1XEVDO Maintained Products	26
10.1.3 Optional Feature Support	26
11 GLOSSARY	26
12 MULTIVENDOR MAINTENANCE SERVICE FOR SUN PRODUCTS (“SUN MVM”)	30
12.1 Elements of Work and Lucent Responsibilities	30
12.1.1 Description	30
12.2 Tasks/Deliverables	30

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12.2.1 MVM SUN Response Time Objectives	30
12.2.2 On-site Dispatched Technician	31
12.2.3 Hardware FRU Repair or Replacement	31
12.3 Customer Responsibilities	32
12.4 Exclusions	34
12.5 MVM SUN Definitions	34

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1 Introduction

This Attachment D describes the deliverables, parties’ respective responsibilities and other conditions applicable for the provision of Remote Technical Support Advantage (RTSA) by Lucent Technologies Inc. (“Seller”) for MetroPCS Wireless, Inc. (“Customer”), in addition, it describes Muitivendor Maintenance Service available for Sun Products.

Seller’s RTSA service consists of remote technical support Service (RTS) and software update and upgrade Service (BRSS) as further described in this Attachment, collectively referred to as the “Services”.

Performance of the Services described in this Attachment shall be governed by the terms of the Agreement. In the event of a conflict between the terms of the Agreement and this Attachment, the terms of this Attachment shall prevail. No obligation to provide a Service described herein shall arise unless an order for the Service, incorporating the terms of an agreed Purchase Order, has been placed by Customer under a signed governing agreement in place between Customer and Seller and accepted by Seller.

Seller’s performance of the Services described below is subject to the assumptions, exclusions and other conditions identified in this document.

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Description of Services

2 Term/Duration

“Term” shall refer collectively to the Initial Term and Renewal Terms as described below.

Initial Term: The “Initial Term” for RTSA Service is as defined in Article 1.2(a) of the Agreement.

For as long as Seller continues to offer RTSA as described in this Attachment, Customer’s RTS and BRSS programs will automatically renew for a “Renewal Term”, as defined in Article 1.2(b) of the Agreement, unless either party gives written notice of intent to not renew no later than *** prior to the expiration of the Term then in effect. The prices and terms of service for a Renewal Term shall incorporate any modifications of which Seller has provided Customer at least *** written notice prior to the end of the Initial Term or any subsequent Renewal Terms. Customer shall place a confirmatory purchase order for each Renewal Term prior to the first day of that Renewal Term.

3 Remote Technical Support Advantage

Seller’s RTSA Service provides Remote Technical Support (RTS) and Software Patches, Software Updates, and Software Upgrades (BRSS), as available, for the Seller commercially deployed Maintained Products listed in Section 10.1 that are made generally available during the subscription period.

The Products for which the Service is purchased are sometimes referred to in this Attachment as “Maintained Products”. The Maintained Products are the Products of the types listed in Section 10.1 of this Attachment that are commercially deployed and operational in Covered Systems (as that term is defined in Section 11 — Glossary).

RTSA is only applicable in the Territory.

4 Seller Responsibilities

4.1 Remote Technical Support (RTS) Description

Seller’s RTS Service uses remote access to allow Seller engineers to support Product-related questions, troubleshooting assistance and diagnostic procedures to restore and resolve network troubles.

Support Levels:

The RTS is offered as a Premium support Service, which provides access to remote engineers 24 hours a day, 7 days a week.

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4.1.1 Seller Tasks/Deliverables

Seller shall:

o Log Customer-initiated request for RTS (Assistance Request (AR)). Provide Customer with AR tracking number.

o Assign an AR to a Seller engineer to serve as single point of contact to facilitate communication and enable rapid restoration of service or technical assistance.

o Respond to Customer request for Product and technical information.

o Troubleshoot network problems, via phone, virtual private network (VPN), or modem connection, down to Maintained Product component level, or sufficiently to exclude Maintained Products as the root cause.

o Restore Maintained Products to operational status by identifying defective hardware components or providing Software and/or procedural workarounds, where feasible. All Software workarounds are licensed subject to the same terms, restrictions, and limitations as contained in the licenses under which the software was acquired.

o Provide 24x7x365 access to product specific Customer support content of the Lucent.com web site. Customer Support content may include technical product support information, subscription services, and other self-help facilities, as well as ability to submit ARs and check the status of ARs online.

4.1.2 RTS Performance Objectives

The RTS respond, restore, and resolve performance objectives, established by Seller, are dependent on the severity level of the request as reported by Customer to the Technical Assistance Center (“TAC”) via telephone.

To meet the Restore & Resolve objectives the problem must be reproducible at either Lucent’s location or on Customer’s system, verifiable by Lucent. If during analysis Seller determines the severity level of the problem as reported by Customer to be inaccurate, Seller reserves the right to re-assign severity. In these instances, Seller will notify Customer, and the objectives associated with the AR will be adjusted.

Seller will use its reasonable efforts to meet the applicable targets set forth in Section 4.1.4 ***. For purposes of determining Seller’s performance against such targets, a measurement shall be taken once annually after the end of a calendar year for which Customer has paid for the RTSA Program, based on ARs resolved during the measured year. The foregoing measurements shall only be taken with respect to a complete calendar year for which Customer has paid the applicable annual fee.

Lucent performance objectives extend to Maintained Products running on current software version release only, which includes Major Releases with a product lifecycle rating of SA or A&M, as described in section 4.4.2. Objectives are also contingent to Seller gaining remote access to Maintained Products to perform remote technical support.

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4.1.3 Definition of Severity Levels

Severity Levels are defined as the condition of the system when Customer submits an AR. Severity Levels are defined below.

o Severity Level 1 (SL1, Critical): The system is inoperative and Customer’s inability to use the product has a critical effect on Customer’s operations. This condition is generally characterized by complete system failure and requires immediate correction. In addition, any condition that may critically impact human safety is considered a Severity Level 1 problem.

o Severity Level 2 (SL2, Major): The system is partially inoperative but still usable by Customer. The inoperative portion of the product severely restricts Customer’s operations, but has a less critical effect than a Severity Level 1 condition.

o Severity Level 3 (SL3, Minor): The system is usable by Customer, but with limited functions. This condition is not critical and does not severely restrict overall Customer operations.

o Severity Level 4 (SL4, Minor): The system is usable and the condition does not materially affect Customer’s operations.

4.1.4 Definition of Respond, Restore and Resolve

o RESPOND means a Seller Customer Support Engineer has contacted Customer regarding a particular AR and will begin working a proposed solution, repair or fix. In the event Seller is unable to contact Customer after three (3) attempts, the AR will be closed.

o RESTORE means that the problem is remedied sufficiently to return the product or major feature to operational status. Restore may mean that a temporary fix has been provided to temporarily correct the problem, or that a workaround has been implemented, or a method of restoration has been made available to Customer.

o RESOLVE means that a solution has been provided to permanently address the issue. This may occur simultaneously with Restore, unless the Restore is by means of a workaround suitable only for temporary use and Seller determines that a more suitable permanent solution can feasibly be provided.

4.1.5 Respond, Restore and Resolve Objectives

RTS performance targets for currently supported Maintained Products are outlined in the following tables:

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Description	Premium Coverage
Call Receipt & Routing		24x7

Targets3	Premium Coverage
Respond	***
	***
Restore	***
	***
Resolve	***
	***

2	Changes not requiring a design change or development of software code. If a design change or development of software code is required, and Seller elects, based upon its assessment of technical and economic feasibility, and subject to the applicable software support policy for the software in question to undertake same ***.
***	***

4.1.6 Customer Service Delivery Feedback/Escalation

Customer may escalate a problem or provide feedback or complaints on the RTSA Service that is being delivered or has been delivered. RTSA Service Delivery Feedback is for tasks and provision of deliverables specifically defined in this document. Customer may initiate escalation or feedback by calling the TAC number, *** and ask to create a Delivery Feedback Assistance Request to initiate the process.

4.2 Customer Technical Advocate Support

4.2.1 Description

Seller will provide the Customer Technical Advocate (CTA) for Customer technical consultation and issue escalation. This support applies to Covered Software in Customer’s Covered System. CTA Support services are advisory only and no specific results are assured.

***

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***

Support for warranty issues is provided primarily by Remote Technical Support. However, if the Customer requests CTA support for a warranty related issue under Seller’s Product warranties (Article 2.9) or Software warranty (Article 3.8) in the Agreement, such hour(s) may be chargeable against the Customer’s pool of annual consulting services hours.

4.2.2 CTA Tasks/Deliverables

4.2.2.1 CTA Facilitation and Reviews

CTAs will monitor all ARs, and will seek to expedite the closure of a limited reasonable number of those ARs that Customer identifies as top priority or that Customer escalates in a user group (e.g., CEMUG) or reported in quarterly conference calls. Hours spent by CTAs performing this function or providing status updates on ARs to Customer will not count against Customer’s annual pool of consulting services hours.

4.2.2.2 Technical Consulting and Knowledge Transfer Support

The elements of Technical Consulting and Knowledge Transfer Support are summarized in this section. Requests for this support shall be made to Customer’s CTA, if any, otherwise to Seller’s Sales Organization serving Customer. If Customer requests support outside of normal business hours (8 am — 5 pm local time where CTA is located), or in excess of the applicable limit, then, except for activities directly and necessarily required to diagnose and/or implement a warranty fix for which Seller is responsible, Seller reserves the right to bill Customer for such services.

4.2.2.3 Customer Advocacy

While the RTS program is in effect, there will be one or more CTA designated who will:

o Serve as a single point-of-contact to co-ordinate resolution of multi-product issues and significant customer issues across organizations.

o Manage executive escalations and set up executive meetings, if needed.

o Conduct conference calls(s) with Customer at agreed-upon times to review their ARs and address Customer support issues.

o Identify and escalate Customer issues, track key Customer commitments and represent Seller at joint Customer and Seller conference calls and report card/metric reviews as necessary.

4.2.2.4 Technical Initiatives and Projects

The Seller consultant may, at Seller’s discretion, assist the customer in a special initiatives or projects with a duration of no more than eight hours. Under no circumstances can that project or initiative be an existing Seller service. If Seller agrees to assist the customer in that project/initiative, the consultant will act as the primary point of contact and interface with all other Seller teams, as appropriate.

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Some of the activities are:

o The CTA will work with the customer to address technical issues associated with major, multi-customer Seller offers (Customer Technical Initiatives). The CTA will interface to Program Management and development. Some customer technical initiatives might be an add-on service available at an additional price.

o Support customer specific projects such as network reviews.

4.2.2.5 Capacity and SW Planning

The Seller consultant may assist the Customer with capacity planning and help identify the impact of new software releases on system configuration and capacity as follows:

o Understand control mechanisms and critical action/recovery paths for system components.

o Understand capacity issues and how to measure and manage current capacity.

o Provide explanation of related technical matters (i.e., critical triggers, smrg, TFC30 for the 5E and the SCME guidelines).

o Keep the customer abreast of the new Software Releases and Software features. The Seller consultant may also advise the customer on each features’ capabilities.

4.2.2.6 Customer Education

The CTA will facilitate training/teletraining and co-ordinate specialized training to the customer. This does not include teaching classes.

4.2.3 CTA Exclusions

CTA support does not:

o Provide any service that is a professional service

o Provide consultative support on projects with a duration greater than 8 hours; Support outside standard working hours (8 a.m. to 5 p.m.) is billable

o Provide Customer with formal training, however, may refer Customer to Seller training organization

4.3 Base Release Software and Service (BRSS)

4.3.1 Updates and Upgrades

During any period for which Customer has paid the applicable BRSS Program fees, ***, Seller will provide to Customer all Software Updates and Software Upgrades that are made generally available by Seller during such period at no additional charge. Seller will notify Customer of the availability of each Software Update and Software Upgrade. Such notifications shall include a

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description of the content of the Software Update or Software Upgrade to be provided by Seller including a list of all new Optional Software Features. Seller shall also notify Customer of preconditions (e.g., additional hardware) for installing such Software Update or Software Upgrade and/or use of any such new Optional Software Features. The fulfillment of all such preconditions shall be the responsibility of Customer.

Subject to the provisions of Section 4.4 of this Attachment, Seller shall also update documentation to incorporate new or revised operating procedures resulting from issuance of Software Updates and Software Upgrades prior to release of such Software Upgrades/Updates.

Software Updates and Software Upgrades shall be individually warranted, as provided in the Software warranty provisions of the Agreement, and Customer shall have a right to possess and use Software Updates and Software Upgrades, as provided in the software licensing provisions of this Attachment. Failure to pay any applicable BRSS fees for Software Updates and Software Upgrades shall not void or alter the license granted under this Attachment and/or the Agreement for Software, including prior Software Updates and Software Upgrades properly in Customer’s possession. Customer acknowledges that if Customer fails to pay applicable BRSS fees, subject to the further terms of this paragraph, Customer shall not receive any permanent fixes embodied in subsequent Software Updates and Software Upgrades, but nothing herein shall be deemed to deprive Customer of any program corrections, work around procedures or other temporary or permanent fixes to which Customer may be entitled in respect of software warranty defects noticed to Seller during the applicable warranty period. Lucent shall not be deemed to be in breach of its Software warranty obligations under this Attachment with respect to an identified defect, if Lucent has furnished or intends to furnish, in a timely manner, a permanent warranty fix in a Software Update or Software Upgrade available to Customer, and Customer shall have no claim for refund or credit under such warranty provisions in such circumstances. Nothing herein shall excuse Seller of any obligation Seller may have under applicable warranty provisions of the Agreement or RTS Program to use all reasonable efforts to effect such a temporary fix pending a permanent fix.

BRSS entitles Customer to use the features and functionality delivered with Software Updates and Software Upgrades, including, but not necessarily limited to:

o Software to support system improvements, including performance and operations

o Compatibility of existing features with the new release

o New base/standard software features and functionalities

o Platform for Optional Software Features and optional hardware features

o Permanent and/or temporary fixes of problems in prior software releases

Optional Software Features resident in a Software Update or Software Upgrade, are priced as described in Attachment A or C. Nothing in this Attachment shall be deemed to require Seller to make any new specific Software features and/or enhancements of Software available as part of Seller’s Software Updates or Software Upgrades. Any Software Updates or Software Upgrades that may be provided by Seller under the BRSS Program are provided to Customer when generally available. Seller shall have the sole right to determine whether a new functionality shall be a new Standard Base Software Release feature or functionality or an Optional Software Feature;

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Except as stated otherwise in this Agreement, Seller reserves the right to determine the number of Software Updates and Software Upgrades that will be issued each calendar year for each type of Software covered by BRSS. Seller does not commit that any Software Updates or Software Upgrades will ultimately be released and made generally available and, therefore, provided during the term that Customer subscribes to the BRSS Program. Furthermore, Seller does not warrant that any specific features or functionality will be included in any Software Updates or Software Upgrades that may be provided under the BRSS prior to the time that a Software Update or Software Upgrade is released and made generally available.

Nothing herein shall be deemed to deny Seller the right to discontinue products or software in accordance with its standard policies and/or the terms of this Attachment as applicable;

Seller’s current program for Software Upgrades is described in Section 4.4.

Nothing herein shall limit Lucent’s warranty obligations to Customer.

4.3.2 License Audit

Lucent shall have the right to audit Customer’s use of the Licensed Materials and/or install self-auditing software which may be activated and monitored remotely (an “Audit”), upon notice to Customer. Lucent may perform such Audit at any time. Customer and its employees, agents and representatives will cooperate with Lucent and take such action to facilitate each Audit in a timely matter after Lucent’s notice to perform an Audit. Software provided to Customer under this Attachment may contain optional features, which are separately licensed and priced. Customer shall not activate such optional features without written authorization from Lucent and Customer’s payment of the appropriate license fees. If Customer nevertheless activates any optional features without Lucent’s authorization, Customer shall notify Lucent within five business days from the date of Customer’s knowledge that such features were activated. Customer shall pay Lucent the then current license fees charged by Lucent for the activated features identified as a result of Customer’s notice or Audit.

4.3.3 Distribution

Seller shall deliver software Updates and Software Upgrades in such medium (e.g., electronic distribution, CD-ROMs, or tapes), as Seller shall determine in its discretion.

4.3.4 Software Delivery

Upon receipt of notice of availability of a Software Update or Software Upgrade, Customer may indicate its desire to obtain such Software Update and/or Software Upgrade as follows:

4.3.4.1 Retrofits

Retrofits must be scheduled. Customer may request Retrofits through its Seller Account Executive.

4.3.4.2 Software Updates

Customer may request Software Updates that are not Retrofits by calling the TAC at ***, or such other number as Seller may designate. Calls must be made

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Monday through Friday, Lucent’s holidays excluded, during the hours of 8:00AM to 5:00PM, Central Time.

4.3.5 Pre-lnstallation Support

Seller shall furnish to Customer, documentation relating to Software Updates and Software Upgrades that contains information regarding the preconditions to installation that must be fulfilled by Customer and instructions to be followed during installation. It is Customer’s obligation to become familiar with this material prior to commencing any self-installation of a Software Update or Software Upgrade. ***

4.3.6 Installation Support

During Customer’s execution of a Software Update or Software Upgrade installation procedure, Seller shall be available to provide a reasonable level of remote telephone support to resolve encountered problems. Such support shall be available on a 7x24x365 basis by calling the TAC at ***, or such other location as Seller may designate.

4.3.7 Retrofit Support

In addition to standard pre-installation and installation support, Seller will provide to Customer additional tools and Services when a Retrofit is involved if customer is subscribing to BRSS. Retrofits are involved when an ECP Major Release or a 5ESS Major Release is replaced by a newer Major Release. A Retrofit requires the use of specialized software and procedures to evolve existing database translations in order to make a product ready to receive and operate a new Major Release. Retrofit procedures will vary from Major Release to Major Release.

4.3.7.1 ECP Retrofits

Seller will provide, *** an on-site Retrofit (“OSR”) software tool that may be run by Customer on Customer’s OMP to perform selected activities relating to evolving database translations. If Customer elects to utilize the On-Site Retrofit (OSR) software tool, Seller, through its ODD Retrofit Group, will provide remote telephonic support for requirements issues and error resolution. This support is available Monday-Friday, Seller’s holidays excluded, during the hours 8:00AM — 5:00PM, Central Time, by calling the TAC at ***, or such other number as Seller may designate. Requests for such support outside of these hours will be treated as non-emergency Assistance Requests and are subject to billing on a T&M basis. (Such out-of-hours support is not included as part of BRSS or RTS.)

4.3.7.2 5ESS Retrofits

Seller will provide, as part of BRSS, 5ESS Switch Retrofit software. Procedures will be announced to Customer as appropriate.

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4.3.7.3 1xEVDO Retrofits

1xEV-DO Major Releases are bundled with the ECP Major Releases.

4.4 Software Support Policy

4.4.1 Normal Progression/Skipping

Seller’s software is typically designed for sequential Retrofit/upgrade progression (for example, Major Release N to Major Release N+1). In some cases, skip Retrofits may be available (for example, Major Release N to Major Release N+2, skipping Major Release N+1). Seller makes no commitment that any Major Release can be skipped. Moreover, where skipping is available, additional charges may apply. Customer should evaluate each new Release, consider its application, consider the availability of skipping or the lack thereof, and select the Software migration plan that best suits its needs.

4.4.2 Major Release Life Cycle Ratings

Software ratings apply to Major Releases. Once a Major Release becomes generally available to Seller’s Customers, it begins to migrate through four (4) product ratings during its life cycle; Standard Availability (“SA”), Additions and Maintenance (“A&M”), Limited Availability (“LA”), and Discontinued Availability (“DA”). Differently rated Major Releases are subject to different levels of support and use. The length of time that a Major Release remains at each product rating varies depending upon Seller’s schedule for issuing new Major Releases.

When a software release has been declared generally available, it moves into the SA stage and remains in that classification until the next sequential Major Release has been declared generally available at which time the original release moves down in rating. For example, once made generally available, Major Release N will remain SA until Major Release N+1 is issued. At that time, Major Release N will move down one rating to A&M. With the issuance of Major Release N+2, Major Release N moves down one rating to LA. With issuance of Major Release N+3, Major Release N will move down to the final DA rating.

Any Software Update that is issued during a rating period will not change or otherwise affect the rating of the Major Release. For example, if while ECP Major Release N is rated SA, Seller issues a Point Release (N.1) for that release, Major Release N will retain its SA rating. Such Software Update shall be considered part of the Major Release and will have the same rating as that Major Release.

Support for differently rated Major Releases is described in Section 3.5.3

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4.4.3 Support Availability for Different Software Ratings*

	SA	A&M	LA	DA
SUPPORT
Outage	***	***	***	***
Non-Outage	***	***	***	***
SOFTWARE ISSUED
Software Updates	***	***	***	***
SOFTWARE
MODIFICATIONS MADE*
Outage	***	***	***	***
Billing/call Processing	***	***	***	***
Non-Service Affecting	***	***	***	***
Software Enhancements	***	***	***	***
Special Features	***	***	***	***
PROCEDURES
Retrofit From
Retrofit To	***	***	***	***
Procedures Archived	***	***	***	***
Support Tools Archived	***	***	***	***
New Start Cutover	***	***	***	***
	***	***	***	***
RELEASE SPECIFIC
Software Maintained	***	***	***	***
Documentation	***	***	***	***
Maintained
Software Archived	***	***	***	***
Documentation Archived	***	***	***	***

+	Seller reserves the right to implement fixes in software to problems in succeeding Major Releases of that software.
1	Available only if considered a Severity 1 or 2 problem.
2	Available only if considered a Severity 1 problem.
3	Available for attempted recovery only of the most recently DA’ed release, using Customer’s copy of the software. Seller makes no commitment that it can or will provide any fix or workaround by overwrite or any other method. When a Software release reaches DA, Assistance Requests are no longer addressed.
4	These are limited to the first year of DA rating.
5	Limited to the most recent DA’ed Release. Any Release older than the most recent DA’ed Release will require a Warmstart to migrate to a newer Release.

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5 Customer Responsibilities

Customer shall:

o Provide the proper environment, electrical and telecommunication connections in conformance with product technical specifications. This includes maintaining capacity and throughput in accordance with specific guidelines of Maintained Products.

o Ensure that Maintained Products are in operating condition, and operate on current supported hardware and software releases.

o Ensure that Maintained Products are maintained with implementation of Software Updates and Class A changes, within a 30-day interval of availability.

o Maintain maintenance support agreements for 3^rd party platforms that interact with Maintained Products.

o Ensure that Seller and relevant third party software manufacturer’s applicable installation, operation, administration, and maintenance instructions are complied with.

o Move Maintained Products only with Seller’s prior written consent, which consent shall not be unreasonably withheld in the case of movement from one designated processor to another in the same country, and notifying Lucent of the new location of any relocated Maintained Products. Customer may, however, move or change circuit packs or Cells within a Market or inter-Market without such consent or notification.

o Provide secure VPN access to Maintained Products.

o Maintain a procedure external to the Software programs for reconstruction of lost or altered files, data, and/or programs.

o When reporting an AR, include Severity Level of problem and output of any diagnostics, printed logs, already performed to help reproduce the conditions under which the trouble occurred. Identify site ID or contract number, submitter name & location, callback telephone number and/or email address, system name & location, processor location, type and serial number, and alternate contact.

o Make trained technical staff available for interface to Seller engineers working an AR to report on-site conditions. Any delay time caused by Customer may be deleted from performance objectives.

o Purchase of Software and Hardware maintenance directly from third party or via Seller resale to maintain non-Seller platforms, which support covered software.

5.1 Customer Responsibilities Concerning Lucent Web Site Access

By accessing any Lucent.com Web site to which Seller affords Customer access, for or in connection with its technical support service, Customer agrees to the following:

o Customer shall not enable or permit Lucent.com web site access to any person other than its employees, without Seller’s prior written consent;

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o	If requesting such consent, Customer shall identify to Seller any non-employee who Customer would like to have access to the Web site, and if requested by Seller, will provide a copy of a non-disclosure agreement executed between Customer and the non-employee in accordance with the confidentiality terms of the Attachment pursuant to which the Maintained Products were supplied. Such agreement will provide, at a minimum, the level of protection provided in this contract. Seller may refuse consent within its sole discretion;
o	Customer must notify Seller in writing immediately of any change in the employment or authorization status of any personnel having authorized access to the Web site;
	All notifications described above should be sent to *** and should contain the following information:

Ø	Company name
Ø	User’s first and last name
Ø	User’s email address

o Customer’s use of any Lucent.com Web site is subject to all Terms of Use then set forth or linked to the Web site. Such Terms of Use shall in no event be construed to increase Seller’s obligations under this Attachment nor to create or modify any performance objectives for the services under this Attachment.

Without limiting Seller’s other rights, Seller may deny access immediately and in the future to individuals using the Web site other than as permitted. Seller shall have no liability to Customer on account of such denial.

6 Exclusions

RTSA in general does not include items not described in this Attachment. Examples of items that are specifically excluded from this Attachment include, but are not limited to:

o Equipment certification, as required per Seller’s policy on equipment not installed by Seller, or lapse in RTS coverage that spans more than ***, or equipment that has been moved; However, this exclusion does not apply to circuit packs or Cells that are moved or self-installed by the Customer within a Market or inter-Market or Equipment that has been moved by Seller.

o Repair or replacement of product components;

o Lab and trial support;

o On-site technical support. RTS is typically provided from the TAC or other Seller location that is remote from the site where Customer’s systems are located. At Seller’s discretion, Seller may dispatch personnel and or equipment to Customer’s site for diagnostic purposes. At Customer’s request, and as agreed to by Seller, Seller may provide on-site technical assistance in problem resolution beyond such remote support. On-site assistance is not included in RTS, and will be billed to the Customer at Seller’s then

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	standard rate plus Travel and Living expenses (T&L), subject to a billing minimum of *** per day;
o	Performing preventive maintenance for the Maintained Products;
o	Deployment services, integration services, or custom modifications;
o	Support for custom software features, that is, any features that are not present in the generally available version of the Maintained Products or software;
o	Support for third-party software not licensed to Customer by Seller;
o	Creating or making corrections to Customer specific reports;
o	Services to implement CTA recommendations or suggested solutions.
o	Loss of any data or the cost of reconstructing data lost during the performance of RTS service. In no case shall Seller be held responsible for such loss;
o	Making specification changes or performing services connected with installation or relocation of the Maintained Products;
o	Work external to the Maintained Products, whether or not on the designated processor used in conjunction with the Maintained Products;
o	Assistance, including without limitation, modification or replacement of the Maintained Products, repair of damage, or increase in service time caused by or required as a result of any of the following:

Ø	Failure to continually provide a suitable operational environment with all facilities prescribed by the applicable product specifications document including, but not limited to, the failure to provide or the failure of, adequate electrical power, air conditioning, or humidity control;
Ø	Use of the Maintained Products in a manner not in accordance with its published specifications, operating instructions, capacity guidelines, or license-to-use;
Ø	Failure to properly maintain or backup Covered Software on the system, to observe operating guidelines, to maintain Third-party platforms, software or equipment as described in Section 5.
Ø	Force Majeure Events, including accident; disaster, which shall include, but not be limited to, fire, flood, earthquake, water, wind or lightning; transportation difficulties; terrorism or other hostile action; neglect; or misuse; except as follows: In the event of a service interruption caused by a Force Majeure Event Seller will make every commercially reasonable attempt to restore service on the Maintained Products. If, however, service is not restored within 12 hours, Seller and Customer will mutually agree on next steps to be taken, which may include the purchase of disaster recovery services to restore service. Additionally, the commercially reasonable efforts contemplated by the provision do not include the provision of new or additional

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	hardware or software or performance of on-site services, which if available would require payment of additional charges;
Ø	Modifications, maintenance, or repair performed by other than Seller designated personnel, including charges not authorized by Seller in the Maintained Product or software or the hardware or the software environment in which the Maintained Product or software operates, including without limitation the introduction of updates of third party software or hardware that have not been validated by Seller;
Ø	Attachment of unspecified, non-recommended or non-approved products to the Maintained Products, or repairs required as a direct result of failure of a processor or other equipment or software not maintained by Seller, or failure of removable or rotating storage media;
Ø	Database problems: If the condition is determined to be the result of corruption of the Maintained Product’s database, and such corruption is not the direct result of the Maintained Products, the condition will be referred back to Customer. However, if corruption is the result of, or caused by, Seller’s Maintained Products, Seller shall manage the resolution of the problem, at no additional charge;
Ø	Hardware/firmware problems: When a condition has been isolated to a hardware or firmware problem on a product that is not covered under this Attachment, the condition will be referred back to Customer for disposition under whatever maintenance arrangements Customer may have for such hardware or firmware;
Ø	Other/interfacing systems problems: If the condition is determined to be caused by systems other than the Maintained Products, including, but not limited to, systems that interface with the Maintained Products, the condition will be referred to Customer for corrective action unless the other system(s) has been furnished by Seller and is covered under this Attachment, in which case Seller shall manage the resolution of the problem.

7 Assumptions/Eligibility For RTSA

7.1 Equipment Manufactured, and Installed by or Purchased from Seller

RTSA is offered only for software purchased from Seller residing on equipment manufactured by Seller or for Seller pursuant to specifications controlled by Seller. Standard Base Software Releases furnished by Seller are eligible for updating and related services under BRSS without initial evaluation by Seller, provided BRSS commences not later than the end of the applicable warranty period for the respective software.

Equipment and Covered Software in the Covered System must have been purchased directly from Seller or a Seller authorized supplier, installed and/or integrated by Seller, or installed by Customer where Self-Install Agreement is required, as described in Attachment I. Equipment and software in the Covered System not meeting these criteria, with the exception of circuit packs, is subject to Seller observation and/or eligibility test. Such observation and eligibility test will be available only at a separate fee and will be billed at Seller’s then standard rate.

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7.2 Other Situations

In all other situations, software shall not be eligible for RTSA until Seller, at its option, has made an initial evaluation to determine whether modifications are required to make the software eligible. Billing to Customer for such observations will be on a time and material basis. If, in Seller’s judgment, modifications are required for eligibility, Seller will provide an estimate to Customer of the costs of making such modifications, including the price for updating the software to a current, supported Standard Base Software Release. Upon Customer’s acceptance of the estimate, Customer will be billed based on Seller’s estimate for such evaluation, and any such modifications furnished by Seller. Software will not be eligible for RTSA unless Seller determines that the software is in good working order in accordance with its specifications and can be maintained in such condition.

7.3 Customer’s Warranties of Authority

Customer warrants, as a condition of eligibility, that Customer is the owner or lessor of any equipment that runs the software for which RTSA will be provided under this Attachment, or that Customer has the equipment owner’s written authorization to operate such equipment and obtain such support services under this Attachment. Customer further warrants that Customer is the licensee of the software for which BRSS will be provided under this Attachment and is complying with the terms of the license.

AMPS/PCS System Level Support RTSA Service is available only on a system basis as defined by Maintained Products in Section 9.1. Customer must maintain the same support coverage under this Attachment for all of the Maintained Products in all of its markets; and each system must be operating on a Standard Base Software Release as defined in Section 11.

7.4 Support For Relocated Software

Software to be supported by Seller under this Attachment, which is moved by Seller to another Designated Processor of Customer within the Territory, and Software which is moved by Seller together with its Designated Processor to another location of Customer’s within the Territory, shall continue to be covered by Customer’s BRSS.

Should Software be moved and/or de-installed and/or re-installed by a Party other than the Seller or Seller’s Subcontractor, Customer agrees to the following:

o Provide Seller with (30) days prior written notice of such relocation

o Pay additional charges if the move increases Seller’s costs or expenses of providing BRSS

o Seller reserves the right to inspect (one time) the software as installed at the new location to determine its eligibility for support as provided in Section 7.5 of this Attachment.

o Seller further reserves the right to supervise the unloading (if any) of the Software from the processor and the reinstallation of the Software at the new installation location. If Seller chooses to perform the above stated inspection and/or supervisions, Seller shall be entitled to be compensated for such services at Seller’s then standard rate.

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7.5 Commencement of RTSA

7.5.1 General.

Certain of the RTSA program benefits are subject to allocation as provided in Section 9.2.

This general provision is subject to certain special rules set forth in this section.

7.5.2 First System

***

Upon payment of the Initial Operating Fees, Customer shall be entitled to BRSS upon system’s In Revenue Service date until the end of the period specified in Attachment A and Attachment C. Following such period, BRSS coverage will be extended to such system(s) only after Customer has submitted a Purchase Order for the applicable remaining calendar months or next calendar year, and Seller has received payment based on the pricing and terms described in Attachment A and Attachment C. If Seller does not install all of the system, such support will be provided only upon written request of Customer made within thirty (30) days of completion of installation of the system and after the system has been deemed eligible for such support, as provided in Section 7.2 above.

7.5.3 Additional Systems

If Customer has existing systems covered by RTS, any new Seller manufactured or furnished system, deployed by Customer whether or not purchased from Seller under this Agreement, shall receive RTS coverage ***. Following such period, RTS coverage will be extended to such system(s) only after Customer has submitted a Purchase Order ***, and Seller has received payment based on the pricing and terms described in Attachment J. ***

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7.5.4 Addition of Existing Systems

Notwithstanding Section 7.5.3 above, if Customer obtains from any third party additional existing systems by purchase, lease, merger or otherwise, such acquired systems shall not automatically be included in the group of Customer’s systems covered by RTSA. However, upon request of Customer, which Lucent shall not unreasonably withhold or delay, and subject to mutual agreement as to fees and other appropriate terms and conditions, such existing systems may be so included. This support starts only after the existing system has been deemed eligible for such support, as provided in Section 7.2 above.

8 General Terms

Unless otherwise stated in previous sections of this Attachment, the following applies to all services. Additional terms and conditions are per the Agreement.

8.1 Conditions

o Seller reserves the right to determine which personnel to assign to perform Services. Seller personnel shall at all times be subject to the employment conditions of Seller and not those of Customer, but all such employees shall be qualified and certified on the Products and Software.

o Seller may use proprietary tools and Software for providing this service. The stated price does not include the sale, licensing or transfer of such tools or software to Customer.

o All work will be performed during normal business hours — 8:OOAM to 5:OOPM, local time, Monday through Friday — unless different working hours/schedule have been noted in the appropriate Service Description section.

8.2 Change Management

Change Management shall be performed in accordance with the terms and conditions of Attachment F.

8.3 Acceptance

Acceptance shall occur in accordance with Section 2.10 of the Agreement.

8.4 Warranty

Warranty shall be in accordance with Section 4.7 of the Agreement.

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9 Pricing Section

9.1 Determination of Pricing Units

*** Promptly following June 30^th and December 31^st of each calendar year, Customer shall provide to Seller in writing a count of the covered ECPs and RNCs, which shall serve as the Pricing Units used for calculating RTS fees as described in Attachment J. Promptly following December 31^st of each calendar year, or as stated otherwise in Attachment A or Attachment C, Customer shall provide to Seller in writing a count of the covered MSCs, which shall serve as the Pricing Units used for the calculating BRSS fees as described in Attachment A and Attachment C. Such count is subject to verification by Seller, and to certain special rules set forth in Sections 7.5. Customer grants Seller the right to use any information learned by Seller in performing services under this Attachment in connection with any verification activities.

9.2 Pricing Notes:

o All prices are in $US, unless stated otherwise.

o Seller will invoice Customer for RTSA services prior to the commencement of services for the calendar year, and will invoice subsequent year in advance prior to the start of each year. ***

o Unused services in a calendar year will not be carried over to a subsequent year.

o When a RTSA program is provided for less than a full year, the following adjustments apply:

Ø Customer will be entitled to 1/12th of the annual Consulting services hours for each full month during which the Customer will be receiving RTSA program Service.

o ***

o Additional charges incurred at Seller’s then standard rate as provided in this Attachment are separately billable and may be invoiced monthly by Seller or at the time of completion.

o Addition of Existing Software: If Customer obtains from any third party additional existing systems then providing service to the public, by purchase, lease, merger or otherwise, such acquired systems shall not automatically be included in the group of Customer’s systems, if any, then covered by RTSA. Upon request of Customer, Lucent will provide Customer a quotation including such acquired systems in the RTSA service.

o Seller may upon notice to Customer suspend performance of any RTSA service under this Attachment during any period when an invoice rendered hereunder for RTSA service

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	remains unpaid past its due date.
o	Pricing for RTS service is detailed in Attachment J. Pricing for BRSS is detailed in Attachment A and Attachment C.
o	The annual RTSA services pricing is valid through the end of the Initial Term ***. Customer agrees to reimburse Seller for all reasonable travel, living, and other related out-of-pocket expenses associated with all RTSA services provided by Seller to the extent any travel is requested by Customer or is necessary to provide any requested Services.
o	Prices are based upon purchase of RTSA for the entire agreed Term. Accordingly, and notwithstanding any other provision of the Agreement, there is no right by Customer to terminate this Attachment for convenience during the course of the Initial Term or any Renewal Term.

10 Pricing

10.1 Maintained Products for RTS and BRSS

The services described in this Attachment are for the following software products used in Customer’s PCS network. The pricing and terms of support of software not described in this section, including software developed by Seller, for Seller pursuant to Seller specifications, or Third-party software resold by Seller may be added to this Attachment or covered under a separate Attachment as mutually agreed between the parties.

10.1.1 Maintained Products

o ***

o ***

o ***

o ***

o ***

o ***

o ***

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o Software Updates and Software Upgrades to the software packages set forth above.

o Such other software as Seller may agree in writing.

10.1.2 1 XEVDO Maintained Products

The Maintained Products also include the following 1xEV-DO software if present in the Covered Systems:

o ***

o ***

o ***

o ***

o ***

o ***

10.1.3 Optional Feature Support

RTSA covers the on-going maintenance of Optional Software Features for those features, and for which the Customer has paid the applicable separate license fee. This maintenance is available for all Optional Software Features.

11 GLOSSARY

Capitalized terms used herein shall have the meanings ascribed to them in the Agreement unless otherwise defined in this Attachment. For purposes of this Attachment, the following additional definitions shall apply:

“1xEVDO” means 1x Evolution (Data Only), a high-speed data solution supporting data rates up to 2.4mbits/second.

“7X24X365” means seven days a week, 24 hours a day and 365 days a year.

“Assistance Request” and “AR” means a request for RTS support, as described in Section 4.1 of this Attachment.

“BRSS Program” and “BRSS” means the optional program under which Seller offers to Customer, Major Releases, Point Releases, Software Updates and Crafts for software for which Customer has paid the applicable Fee, as more particularly described, as more particularly described in this Attachment.

“Cell” means a PCS or AMPS base station installed in any of Customer’s commercial AMPS/PCS systems in the Covered Systems that has a unique identifier to a Customer Mobile Switching Center (MSC) or 1xEV-DOR NC, such as a cell ID (identification) number, whether or not such

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base station was manufactured, installed or sold by Seller. For example, two AMPS cells in one physical location (co-located) constitute two cells if they are uniquely identified to the MSC(s) serving them except for base stations used to provide sector service. Similarly, if AMPS or PCS cell is split for capacity or other reasons, the cell count will be increased based on the cell IDs generated by the split except for base stations used to provide sector service. And, for example, if a PCS cell is added at a location where an existing AMPS cell exists and generates another cell ID, the PCS cell constitutes a cell for purposes hereof. Notwithstanding the foregoing, a Seller-manufactured Microcell will be counted as a “cell” in determining fees for RTS Programs. The term “Cell” as used herein includes comparable equipment manufactured by a third party manufacturer.

“Covered Systems” means those PCS systems operated by Customer in the Franchised Area that, at the time of determination for purposes of this Attachment, are served by ECPs and is limited to the Maintained Products.

“Craft” means a small Software release containing a collection of minor software changes, to a Major Release. Typically a Craft contains less extensive Software changes than those included in Point Releases or Software Updates.

“Customer Technical Advocate” and “CTA” means a person assigned by Seller pursuant to Section 4.2.

“ECD” means equipment configuration database.

“ECP” means a Seller-manufactured executive cellular processor installed in any of Customer’s PCS systems in the Covered Systems, whether or not such ECP was installed by or sold to Customer by Seller, and regardless of the technology supported by such ECP (e.g., analog, and CDMA).

“First System” means the initial equipment in a new market that completes installation and integration, rendering it commercially viable. The initial equipment may comprise of at least one CDMA ECP and its associated Base Station or one 1xEVDO-RNC and its associated Data Cell for which Customer has been invoiced.

“Franchised Area” means the area(s) for which the Federal Communications Commission in the United States or a comparable government agency has granted a permit to construct and operate one or more CDMA system(s), including any non-designated areas contiguous to the Franchise Area, and in which, under such agency’s applicable rules, Customer will be able to provide a wireless telecommunications service in such area(s) utilizing such system(s).

“Initial Operating Fees” (IOF) means those fees paid upon initial provision of software for the right to use such software. Such a fee includes RTSA for the period of time described in Section 7.5

“Major Release” means an issue of software, which significantly adds to, improves or enhances existing base or standard software features and capabilities of the prior Major Release involving more extensive changes to the underlying source code or the user interface than is the case in a Point Release or a Craft. A Major Release may also correct defects in earlier releases. The term “Generic Release” is synonymous with Major Release. A Major Release may also provide new optional software features, which Customer may acquire for additional license fees.

“ODD” means office dependent data.

“OMP-FX” is the Operation and Maintenance Platform for Flexent installed in any of the Customer’s 1xEVDO Data Networks in Covered System.

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“Optional Software Feature” means a feature or functionality of software resident in a Major Release but which is not licensed to Customer as part of BRSS and is available for use by Customer only if Customer pays the applicable separate license fee therefore.

“Pick-A-Pack Program” shall have the same meaning defined in Attachment A and Attachment C.

“Point Release” means a superseding issue of software, which adds to, improves or enhances existing features and capabilities of the Major Release of the software with which it is associated. A Point Release may also correct defects in earlier releases.

“Pricing Units” mean the pricing elements that are used to compute annual fees for the RTSA Service, as described in Section 9.1 of this Attachment.

“Remote Technical Support” “RTS” mean the collection of post-deployment support services provided under this Attachment as defined in this Attachment.

“Retrofit”, means a replacement of an existing Major Release (including any subsequently issued Point Releases) with a Software Upgrade that constitutes a new Major Release. Retrofits require modifications of the ODD and/or the ECD.

“Severity 1”, “Severity 2”, “Severity 3” and “Severity 4” mean the severity levels described in this Attachment.

“Software Update” means a partial update of existing software provided to Customer in consideration of Customer’s payment of BRSS fees, and containing one or more of the following, in any combination: (i) improvement in basic call processing capabilities, as well as basic system operation and maintenance, (ii) changes to maintain compatibility between a new system release and features existing in a prior system release (when initially introduced, a new system release may not always be fully compatible with features available immediately prior to such release), (iii) a platform for optional software features, and (iv) consolidations of periodic fixes and overwrites. A Software Update can also be a Point Release or a Craft, if it meets any of those definitions. Seller does not commit that any Software Updates will ultimately be released, made generally available and therefore provided during the term that Customer subscribes to the BRSS Program. Furthermore, Seller does not warrant that any specific features or functionality will be included in any Software Updates that may be provided under the BRSS Program prior to the time that a Software Update is released and made generally available to all BRSS subscribers

“Software Upgrade” refers to a Major Release provided to Customer in consideration of Customer’s payment of BRSS fees. In addition to the four Software Update criteria mentioned above, a Software Upgrade may also provide infrastructure changes. A Software Upgrade differs from a Software Update in that only a Software Upgrade can provide infrastructure changes. Seller does not commit that any Software Upgrades will ultimately be released, made generally available and therefore provided during the term that Customer subscribes to the BRSS Program. Furthermore, Seller does not warrant that any specific features or functionality will be included in any Software Upgrades that may be provided under the BRSS Program prior to the time that a Software Upgrade is released and made generally available to all BRSS subscribers.

“Standard Base Software Release” means the two most recent Major Releases that have been declared generally available. For example, if Major Release N is the latest generally available release, it and Major Release N-1 are considered Standard Base Software Releases.

“T&M basis” means time and material, at Seller’s then prevailing rates to the extent that applicable rates are not set forth in the Attachments A, C and J.

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“Third Party Software” means software developed and owned by a third party using their own specifications and licensed to Seller. Any third party warranties are a pass through to Customer.

“TAG” means Seller’s Technical Assistance Center or equivalent designated center. Seller reserves the right to provide the services described herein from one or more such centers.

“Warmstart” means the service under which Seller will provide the support services necessary to upgrade (evolve) Customer’s ECP and 5ESS databases if the Covered System is not on the current software release as defined in this Attachment.

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12 Multivendor Maintenance Service for Sun Products (“Sun MVM”)

12.1 Elements of Work and Lucent Responsibilities

The services described in this Attachment are for the Sun products incorporated into the “Maintained Products”.

Messaging solutions/offers, which contain Sun products, include:

o ***

o ***

o ***

o ***

12.1.1 Description

Lucent’s multivendor maintenance service for Sun products (“MVM SUN”) provides the maintenance services listed below for the Sun products incorporated into Lucent-supported products and solutions installed at Customer’s locations in the United States. MVM SUN service consists of:

o Hardware repair or replacement of all defective FRUs

o On-site Dispatched Technician, if no remote solution is available, for hardware repair or replacement

o Sun software updates and upgrades if and when available, and if Customer is entitled to the update and/or upgrade in accordance with Sun’s software licensing and support policies. Lucent does not commit that any software upgrades will ultimately be released, made generally available and therefore provided during the term that Customer subscribes to this service. Furthermore, Lucent does not warrant that any specific features or functionality will be included in any software upgrades that may be provided under this service.

12.2 Tasks/Deliverables

During the period for which Customer subscribes to MVM SUN service, Lucent will provide the following maintenance services for the Maintained Products.

12.2.1 MVM SUN Response Time Objectives

Lucent will initiate an On-site Repair Request to be performed under the terms of this Attachment only after Lucent acknowledges the Customer-initiated AR that should be submitted under the

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RTS service as described in Section 2.2, and the following conditions are met: (1) a Lucent technical support engineer determines a part to be suspected faulty, OR (2) Customer has successfully diagnosed and isolated a faulty part, AND (3) a Lucent technical support engineer acknowledges Customer’s analysis and identifies the suspected faulty part identification number or code.

Response time is defined as: The point in time from when Lucent requests a technician to be dispatched to Customer’s site (On-site Repair Request) to the time of the technician’s arrival at that site.

Response time objectives are:

o MVM SUN UPLIFTED SILVER 24x7:

Ø	Severity 1 (System down/urgent) situations: ***
Ø	Severity 2 (System impaired) situations: ***
Ø	Severity 3 (System operation normal): ***

Response time may be affected by weather or other circumstances not in Lucent’s reasonable control. Response times above apply to systems located within a 30-mile (50 KM) radius of a local service office. Coverage for suburban and rural USA sites over 30 miles from a local service office and non-USA sites is on a case-by-case basis. Please contact your Lucent sales representative for more details regarding availability.

12.2.2 On-site Dispatched Technician

If a problem cannot be resolved remotely, Lucent will send a technician to perform on-site troubleshooting, repair, and testing of the Sun product at Customer’s location to resolve equipment issues.

If the location of the failed FRU is more than 30 miles from the nearest Sun service location additional response time and an increase in the standard service price may be required.

Lucent is responsible for the following activities:

o Verification of trouble description with Customer.

o Review of active alarms and equipment alarm history.

o Diagnose reported trouble and alarms using available test equipment and tools.

o For hardware failure of supported product, dispatch technician to repair or replace the defective part and off-line test.

o For non-supported equipment, refer trouble back to Customer for resolution.

12.2.3 Hardware FRU Repair or Replacement

o Repair or replacement of the Sun product FRU as part of MVM SUN service will be available in accordance with the level of service selected. In some cases, Lucent may

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	arrange for a courier to deliver the FRU to Customer’s location. In such cases, Lucent may require Customer to attempt to replace the unit prior to Lucent dispatching a technician to Customer’s location.
o	Lucent is responsible for the following activities:

Ø	Dispatch and monitoring of on-site repair technician (if no remote remedy is available)
Ø	On-site repair of contracted Sun product hardware.
Ø	Provide Sun product FRU(s) as required to restore the unit to original operating condition.
Ø	Technician removal of bad FRU(s) for repair.
Ø	Provide all mandatory hardware field changes.

12.2.3.1 Hardware Repair Notes:

o For non-Sun FRUs not covered under this Attachment, standard Lucent Repair & Exchange Services (RES) are available.

o Sun hardware repair or replacement availability is dependent upon the availability of spares from the manufacturer.

o All failed FRUs replaced by Lucent become the property of Lucent or its suppliers.

12.3 Customer Responsibilities

To be eligible for MVM SUN service, Customer is required to maintain a valid Lucent Remote Technical Support (“RTS”) contract on Customer’s applicable Lucent-supported solution, platform or product, including the Maintained Products.

Customer agrees to purchase and maintain a contract with Lucent for Remote Technical Support services for each associated system or product that includes a covered Sun Product that is consistent with the Term and Coverage Period of this MVM SUN service.

Customer will provide to Lucent on Lucent Services Start Form the following product detail for each Maintained Product:

o Lucent assigned product identification

o Product description

o Product serial numbers (Lucent and Sun)

o Product address (equipment site)

o Product configuration (parts listing)

o Lucent assigned part identification

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o Major part serial numbers (chassis, external disk unit, removable disk drives, etc.)

In addition, Customer is responsible for the following throughout the term of this Attachment or any extensions:

o Provide the Lucent Account Manager/Services Account Manager with a complete listing of all products to be covered under MVM SUN service, in accordance with the service start-up requirements to properly establish service entitlement.

o Provide a serial number, site ID or contract number when requesting service.

o Provide the proper environment and electrical and telecommunications connections as specified by Lucent.

o Provide remote access to the products to enable Lucent or its representatives to perform remote technical support at a time and for a length of time mutually agreeable to both Customer and Lucent.

o Maintain a procedure external to the Software and host computer for reconstruction of lost or altered files, data, or programs. Lucent will make reasonable efforts to permit data to be saved/retrievable when feasible; however, Lucent will not be responsible for the cost of reconstructing data stored on disk files, tapes, memories, etc. lost during the performance of MVM SUN service.

o Removal of the defective hardware from active service and mounting rack as required for troubleshooting and repair.

o Ensure that authorized staff for operation and maintenance is available during the entire support/repair period to provide Lucent or its contractor with information (e.g., model, serial number, current failure symptoms, local procedures and requirements, etc.) upon request so that Lucent can provide Customer with proper support.

o Maintain software where any modifications made are approved by Lucent. This includes updates from manufactures of third party software.

o Follow all of Lucent’s installation, operation, software and maintenance instructions.

o Provide the proper environment and electrical and telecommunications connections as specified by Lucent.

o Provide access to the defective products to enable Lucent technicians or contractors to perform maintenance, and provide adequate workspace, lighting, and power as required to perform troubleshooting and repairs.

o Provide temporary adequate communications facilities, workspace and storage space for Lucent spare parts, if required by Lucent or their contractors.

o Reinstallation of the repaired Sun product or EDU into the mounting rack as required, software restoral and testing, and re-initialization of the component(s) for use.

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o In addition, Customer is responsible for maintaining the product as follows:

o Installing all software product updates within a reasonable time, not to exceed sixty (60) days from the date of availability.

o Following all Lucent’s and relevant third party software manufacturer’s applicable installation, operation, administration, and maintenance instructions.

o Installing most recent Class A changes.

o Maintaining associated solution/platform components at current software release.

12.4 Exclusions

The following exclusions apply to MVM SUN service under this Attachment:

o The following conditions are not covered under the MVM SUN service under this Attachment if a Lucent Technologies technician or their representative is asked to:

Ø	Remain on Customer’s site after resolution of a problem.
Ø	Respond and provide support for equipment moves or changes.
Ø	Provision or install hardware upgrades or reprogram to add additional capabilities or functionality to the products covered under the Attachment/Agreement.

o Repair for damages or malfunctions caused by: (1) actions of non-Lucent or non-Lucent contracted personnel or the attachment of products not supported by Lucent; (2) failure to follow manufacturer’s installation, operation, or maintenance instructions, including Customer’s failure to permit Lucent timely remote access to their product; (3) failure of products not serviced by Lucent or Lucent’s contractors; (4) abuse, misuse, or negligent acts of non-Lucent authorized personnel (5) repair to products if Customer or Customer-authorized party modified the product in any manner.

o Consumables, including but not limited to cables/cable assemblies, cords, brackets, fan/fan assemblies, firmware, bezels, rack mounting and other hardware kits, fuses, batteries, handles, filters, transformers, face plates, adapters, blank panels, labels, other accessories, technical documentation or other media are not covered MVM SUN service.

12.5 MVM SUN Definitions

MVM SUN Definitions:

“FRU”: Field Replaceable Unit. FRUs are components that are identified by Sun Microsystems as items that can be removed and replaced at Customer’s location. FRUs include, but are not limited to, disk drives, power supplies, and cards contained within the product chassis.
“EDU”: External Disk Unit.

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Attachment E

RESPONSIBILITIES MATRIX FOR SYSTEM ENGINEERING,
IMPLEMENTATION, AND OPTIMIZATION SERVICES

All definitions set forth in the Agreement shall apply to this Attachment E unless otherwise expressly defined herein. Except as may otherwise be provided in the Agreement or in this Attachment E, each of the Services identified as Seller’s responsibilities in this Attachment are offered on a separate billable basis. In the event of any conflicts between the terms set forth in the body of the Agreement and the terms of this Attachment E, the terms set forth in the body of the Agreement shall control.

1. Responsibilities Matrix Overview

This Attachment provides high-level descriptions of required Services (including, but not limited to, engineering Services, operations and maintenance Services, and implementation Services), and outlines the respective responsibilities concerning the supply, installation, and commissioning of the Products, Licensed Materials and Services supplied under the Agreement.

Installation and commissioning of the Products, Licensed Materials and Services shall be performed in accordance with Seller’s reasonable installation and commissioning instructions.

1.1 Seller Responsibilities — General

This section is provided for the convenience of the Parties and shall not be understood to create any specific obligations upon Seller. Seller’s responsibilities, when requested, shall include, but shall not be limited to:

§	Conducting of analyses to determine the required materials, effort and services necessary for installation and optimization of the network.
§	Installation of certain products, including radio and fixed network equipment (e.g., BTS radio equipment, power plant, associated hardware, 5ESS(FPS) and associated switch equipment).

1.2 Customer Responsibilities — General

Customer’s responsibilities shall include, but shall not be limited to:

§	Supplying Seller with all capacity requirements;
§	Site search and evaluation; and
§	Site acquisition and spectrum clearing.

The responsibilities in this Attachment are grouped into two (2) categories: base transceiver stations (BTS) and switching systems. Both of these categories are further divided into services and materials.

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2. Base Transceiver Station (BTS) Responsibilities

This section outlines the responsibilities for services and materials for the BTS products. Radio network design is separated into two (2) series of activities: preliminary radio network design and implementation radio network design.

2.1 BTS Services

Note: The following responsibilities are based upon the assumption that Lucent performs radio network design and installation, and Customer performs Site acquisition. In the event that this assumption should change, the Parties will capture the revised assumption in the associated purchase documents and the responsibilities matrix (below), will be updated accordingly.

2.1.1 Radio Network Design

		Customer	Seller
1 .	Define coverage and capacity requirements.	***	***
2.	Provide coverage and capacity data to Seller.	***	***

2.1.2 Implementation Radio Network Design

			Customer	Seller
1.	Prepare forecast and location of demand for service.		***	***
2.	Define coverage and capacity requirements.		***	***
3.	Develop phase coverage objectives.		***
4.	Develop coverage plan to meet phase coverage objectives (Only if Lucent performs RF Engineering Design Services).		***	***
5.	Prepare a detailed data sheet for each base station. Information in the data sheet shall include, but is not limited to:		***	***
		a) Antenna description and configuration
		b) Effective radiated power
		c) Antenna radiation center above ground level
		d) Sector/omni antenna, simplex/duplex, 60 /120 sector and orientations
		e) Maximum transmission line loss acceptable
		f) Vertical beam width (optional)
		g) Down tilt angle (if used), mechanical/electrical
		h) All relevant BTS parameters
		i) Site name, Site code and numbers
		j) Location of base station
		k) Scheduled in-service date.
6.	Revise predicted coverage and performance as to reflect actual Sites and design. Provide documentation (Only if Lucent performs RF Engineering Design Services. If this is not the case, this shall be a Customer responsibility).		***	***
7.	Review data sheet against equipment capabilities		***	***
8.	Notify Seller of discrepancies, verify accuracy of calculations		***	***

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		Customer	Seller
	associated with Seller-provided equipment.
9.	Clear microwave spectrum for Customer’s use.	***	***
10.	Notify appropriate regulatory agency of frequency use, obtain coordination approval.	***	***
11 .	Notify appropriate regulatory agency of adjacent channel use, obtain coordination approval.	***	***
12.	File appropriate notices with FCC.	***	***
13.	File appropriate notices with FAA for antenna structure lighting and marking.	***	***
14.	Design and conduct coverage tests (not part of acceptance testing)	***	***
15.	Provide interference guidelines.	***	***
16.	Compare the coverage of the design, as built, with requirements, (only if Lucent performs RF Optimization Services).	***	***1

2.1.3 Site Search

		Customer	Seller
1.	Release search ring maps.	***	***
2.	Survey area for possible Sites and prepare Site data files.	***	***
3.	Evaluate and rank proposed Sites.	***	***
4.	Drive test candidate Sites.	***	***
5.	Evaluate drive test results.	***	***
6.	Approve or reject selected Site.	***	***
7.	Identify and evaluate Site access and security.	***	***
8.	Provide Seller with appropriate escort or written permission to proceed without escort as needed at Customer’s Sites.	***	***
9.	Negotiate lease with Site owners.	***	***
10.	Approve and conclude lease contract.	***	***

2.1.4 Site Preparation

		Customer	Seller
1 .	Provide specific technical requirements for base station design to Customer based on Radio Network Design.	***	***
2.	Prepare Civil Engineering Design for Site construction and provide copy of layout drawings to Seller.	***	***
3.	Use layout drawings to prepare Bill of Material.	***	***
4.	Order material per approved Bill of Material	***	***
5.	Obtain all necessary permits from authorities including, but not limited to zoning approvals and building permits.	***	***
6.	Submit all required environmental impact statements.	***	***

¹ Where both Customer and Seller are indicated in the matrix, both Parties shall cooperate until a successful solution is achieved.

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		Customer	Seller
7.	Complete Site data file.	***	***
8.	Evaluate and select construction contractors.	***	***
9.	Schedule construction work (including building improvements, AC power, leased lines).	***	***
10.	Supervise Site construction.	***	***
11.	Furnish estimated Site Ready for Installation (SRI) inspection date.	***	***
12.	Supply Site ready for installation.	***	***
13.	Conduct inspection of completed construction.	***	***
14.	Participate in SRI inspection at Site.	***	***

2.1.5 BTS Equipment Shelters and Antenna Mounting

		Customer	Seller
1 .	Provide design recommendations for equipment shelters.	***	***
2.	Plan and design outdoor equipment shelters.	***	***
3.	Produce civil works drawings.	***	***
4.	Plan and design non-standard support masts.	***	***
5.	Provide mechanical details (antennas and cable mounting) for structural review and permitting.	***	***
6.	Produce non-standard support masts drawings and provide to Customer.	***	***
7.	Perform structural analysis of building.	***	***
8.	Provide floor space (if indoor Site) or pad/plinth (if outdoor Site).	***	***
9.	Provide adequate HVAC (if indoor Site).	***	***
10.	Provide adequate AC power supply.	***	***
11.	Provide proper electrical grounding at each Site4.	***	***
12.	Review locations for special requirements, e.g. fireproof cables in elevator shafts.	***	***
13.	Deliver BTS equipment to Site.	***	***
14.	Receive and inventory equipment at Site.	***	***
15.	Install outdoor equipment shelters.	***	***
16.	Specify and design custom brackets and other hardware needed for the antenna and transmission lines.	***	***
17.	Install custom brackets and other hardware for the antenna and transmission lines	***	***

2	Grounding is to be completed in accordance with standard grounding practices, as documented in the Modcell Installation Manual 401-703-300, or in accordance with other Seller approved alternatives.
3	All activities that require special hauling/hoisting and handling are billable to Customer if performed by Seller (including rooftops).
***

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		Customer	Seller
18.	Specify and install standard masts with any necessary structural reinforcement.	***	***
19.	Install non-standard masts and any structural reinforcements, where necessary.	***	***
20.	Coordinate government inspections.	***	***
21.	Clean up Site, remove temporary works and staging , clean all duct work and ventilation.4	***	***

2.1.6 BTS Site Equipment

(NOTE: X = Seller performs installation; Y = Customer performs installation; X Y = Responsibility is independent of which Party performs installation)

Seller shall be responsible for the factory testing, packing, delivery of equipment, installation, testing and commissioning of the BTS equipment and antenna systems.

Seller shall commence implementation and optimization Services at each Site (provided that Customer has received all the necessary permits, including, but not limited to, zoning approval, building permits and regulatory approvals, has made the necessary modifications to prepare the Site, and has made the Site available to Seller as described in this Attachment).

		Customer	Seller
1.	Issue Purchase Order to Seller.	***	***
2.	Review and accept Purchase Order as provided in Agreement.	***	***
3.	Provide BTS Site equipment Site Preparation Guidelines to Customer, including Ancillary Equipment.4	***	***
4.	Provide Site equipment documentation, including all documentation for Ancillary Equipment.4	***	***
5.	Procure tools and test equipment for acceptance testing.1	***	***
6.	Provide any Seller proprietary connectors or Software that is needed for Acceptance Testing.	***	***
7.	Unpack BTS equipment at Site.	***	***
8.	Obtain special installation permits (e.g. crane, street blocking).	***	***
9.	Obtain any special manpower (e.g. flag-man to direct traffic around crane).	***	***
10.	Supply skilled manpower, equipment and tools for installation.4	***	***
11.	Install radio equipment.4	***	***
12.	Install and test batteries.4	***	***
13.	Connect equipment to grounding systems.	***	***
14.	Connect external alarms to BTS.	***	***
15.	Terminate antenna feeders onto BTS equipment.4	***	***
16.	Provide connection from BTS to telco connection point.	***	***
17.	Perform (as a minimum) voltage standing wave ratio (VSWR) and/or time domain reflectometer (TDR) test for all coaxial lines and antennas separately and together as specified.	***	***

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		Customer	Seller
18.	Label each line with identifiers and weatherproof both ends.	***	***
19.	Weather-proof all outdoor connections with material suggested by manufacturer.5	***	***
20.	Load frequency and other parameters into equipment.4	***	***
21.	Supply replacement spare parts during installation following Acceptance and within Warranty Period per Agreement.	***	***

If Seller is notified by Customer that a Site is ready and finds upon arrival that the Site is not in material compliance with the criteria indicated in the Site Readiness Checklist, on the form generally used by Seller for such purpose, or other agreement made by the Parties, (an “Erroneous Dispatch”) Customer shall pay to Lucent an additional fee of *** for each such Erroneous Dispatch. If Lucent incurs extraordinary costs due to an Erroneous Dispatch, Customer agrees to negotiate in good faith appropriate compensation for such extraordinary costs.

2.2 Materials — BTS

2.2.1 BTS Equipment Shelters and Antenna Mounting

(Note: a = Seller performs installation; b = Customer performs installation)

(Note: C = CUSTOMER responsibility; S = SELLER responsibility)

		Supply	Install	Test
1.	Tower / shelter foundation	***	***	***
2.	Tower or building mounting steelworks	***	***	***
3.	Lightning protection	***	***	***
4.	External feeder routes	***	***	***
5.	Grounding system2	***	***	***
6.	Hazard lighting and other associated items onto tower	***	***	***
7.	Fences around shelters	***	***	***
8.	Paint for antennas and outdoor equipment	***	***	***
9.	Main AC power	***	***	***
10.	Main AC power distribution panel	***	***	***
11.	Equipment room/shelter lighting	***	***	***
12.	Wall sockets for general use	***	***	***
13.	Air conditioning	***	***	***
14.	Temperature alarm system !	***	***	***
15.	Fire/smoke alarm system5	***	***	***
16.	Cable entry ducts (feed through)	***	***	***
17.	Intruder alarm system5	***	***	***
18.	Fire extinguisher	***	***	***

⁵ Seller will punch down any alarms supplied by Seller and help test alarm to switch.

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		Supply	Install	Test
19.	Suitable floor coating (anti-static)	***	***	***
20.	Document shelves and other furniture	***	***	***
21.	Site inspection exception reports	***	***	***

2.2.2 BTS Site Equipment

(Note: a = Seller performs installation; b = Customer performs installation)

		Supply	Install	Test
1.	Batteries with rack (Lucent provided)	***	***	***
2.	BTS equipment	***	***	***
3.	***	***	***	***
4.	Alarm distribution panel for external alarms	***	***	***
5.	Antenna, coaxial cables, and all associated hardware.	***	***	***
6.	Duct feed-through boots for waterproofing	***	***	***
7.	External alarm cabling from alarm panel to BTS (Lucent supplies one cable only)	***	***	***
8.	Alarm cabling from detectors to alarm panel	***	***	***
9.	Alarm cabling from DDF to network element (NE)	***	***	***
10.	Cable from BTS to grounding system2 (Install only)	***	***	***
11.	Grounding kits and clamps2 (Install only)	***	***	***
12.	Rectifier system	***	***	***
13.	DC distribution and (fuse cabinet6)4	***	***	***
14.	Power cabling to BTS (from “bays” to cabinet only)	***	***	***
15.	Battery cabling and termination hardware	***	***	***

3. Switching Responsibilities

This section outlines the responsibilities for services and materials for the switching systems.

3.1 Services — Switching Systems

This section is separated into two (2) sets of activities: switching network element design and implementation switching network element design.

The switching network element design shall include Customer’s switching requirements and Seller’s initial network design.

The implementation switching network element design shall include all subsequent Customer modifications to Seller’s switching network element design.

⁶ Fuse cabinet supplied by Customer if in a building.

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3.1.1 Switching Network Element Design (MSC//BTS/OMC/NMC)⁷

		Customer	Seller
1.	Define switching requirements.	***	***
2.	Provide switching requirement data to Seller.	***	***
3.	Prepare detailed, warranted infrastructure requirement lists and provide to Customer.4	***	***
4.	Provide Customer with reports and information.4	***	***

3.1.2 Implementation Switching Network Element Design (MSC/BTS/OMC/NMC)

(NOTE: X = Seller performs installation; Y = Customer performs installation; XY = Responsibility is independent of which Party performs installation)

		Customer	Seller
1.	Provide input from RF design.	***	***
2.	Provide equipment Specifications, e.g., interfaces, capacity, etc.4	***	***
3.	Provide infrastructure Specifications (leased lines).4	***	***
4.	Approve infrastructure Specifications (leased lines).	***	***
5.	Provide telco interconnect Specifications.	***	***
6.	Approve telco interconnect Specifications.	***	***
7.	Provide fixed network design Specification, e.g., GOS, MTBF, etc.	***	***
8.	Conduct economic study of MSC/BTS/OMC configuration.	***	***
9.	Design and size MSC/BTS/OMC configuration and provide copy to Customer.4	***	***
10.	Review and approve MSC/ BTS/OMC design, including equipment and interface compatibility.	***	***
11.	Revise network design if required.4	***	***
12.	Produce civil works drawings for OMC and NMC	***	***
13.	Provide equipment and Software for OMC.4	***	***
14.	Install OMC equipment and Software.4	***	***
15.	Test OMC installation.4	***	***
16.	Approve OMC installation.	***	***
17.	Provide equipment and Software for NMC.4	***	***
18.	Install NMC equipment and Software.4	***	***
19.	Test NMC installation.4	***	***
20.	Approve NMC installation.	***	***

⁷ MSC: Mobile Switching Center; BTS: Base Transceiver Station; OMC: Operations Maintenance Center; NMC: Network Maintenance  Center

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3.1.3 Site Search

		Customer	Seller
1.	Search for and identify possible Sites.	***	***
2.	Pre-survey selected locations.	***	***
3.	Hold technical review at Sites with fixed network engineer, Site acquisition and preparation specialists and Seller representative to identify all technical requirements from all Parties to determine feasibility of Site.	***	***
4.	Examine Site for suitability, noting ease of access to equipment.4	***	***
5.	Make Site selection or perform Site search again.	***	***
6.	Identify and evaluate Site access and security.	***	***
7.	Negotiate terms and conditions of lease with Site owners.	***	***
8.	Finalize lease contract.	***	***

3.1.4 Site Preparation

In the event Customer elects to contract with Lucent to provide engineering and construction of the facility which will house the switch and access manager, the following matrix will be restructured:

		Customer	Seller
1.	Define technical system requirements for floor space, floor loading, heat load.4	***	***
2.	Determine overhead or floor cabling.	***	***
3.	Determine raised floor or not.	***	***
4.	Select air conditioning system to be used.	***	***
5.	Obtain requirements for equipment rooms, power, standard connectors, levels, impedance’s etc. and provide copy to Seller.	***	***
6.	Design and furnish equipment room or space for telco line connections and provide layout drawings to Seller.	***	***
7.	Provide layout design for equipment installation. 4	***	***
8.	Produce civil works drawings.	***	***
9.	Review and approve typical layout plan for supplier equipment.	***	***
10.	Complete detailed installation designs for each MSC/OMC. 4	***	***
11.	Obtain all necessary permissions from authorities.	***	***
12.	Prepare request for proposal documents for construction bids.	***	***
13.	Evaluate and select construction contractors.	***	***
14.	Supervise Site construction.	***	***
15.	Provide fire protection system with alarms.	***	***
16.	Install security alarms.	***	***
17.	Install external alarms.	***	***
18.	Provide alarm panel.	***	***
19.	Determine emergency power back-up requirements based on size, market requirements, and reserve capacity.	***	***

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		Customer	Seller
20.	Provide backup power system	***	***
21.	Provide any particular design requirements for power plant to Customer.4	***	***
22.	Perform all civil works preparation for power plant.	***	***
23.	Provide leased lines to telco termination point (telco to provide).	***	***
24.	Provide main power.	***	***
25.	Approve completed Site construction.	***	***
26.	Inspect buildings for readiness and approve completed Sites.	***	***

3.1.5 Switching Hardware and Software

Seller shall be responsible for the factory testing, packing, delivery, unpacking, installation, testing and commissioning of MSC and OMC hardware and software. Customer shall be responsible for acceptance testing Customer wishes to perform.

Prior to delivery of any equipment, Customer must first issue a Purchase Order. Seller must then review and accept the Purchase Order as provided in the Agreement.

		Customer	Seller
1.	Specify MSC equipment per Site based on approved fixed network design, including trunk and slot assignments.4	***	***
2.	Prepare plan for testing of network element integration and provide to Customer for review. 4	***	***
3.	Review test plan, agree to changes and approve test plans.	***	***
4.	Perform integration tests. 4	***	***
5.	Record results of tests for review. 4	***	***
6.	Review test results.	***	***
7.	Connect fire, security, and external alarms to alarm panel.	***	***
8.	Connect alarm panel to NE.	***	***
9.	Provide schedule with building-ready dates.	***	***
10.	Provide for temporary storage of incidental equipment.	***	***
11.	Provide for warehouse storage.	***	***
12.	Provide Customer with schedule of equipment delivery dates.4	***	***
13.	Establish start of work and completion dates.	***	***
14.	Review, change or approve installation schedule and plans.	***	***
15.	Deliver, inventory and unpack all MSC equipment to Sites4	***	***
16.	Provide Site preparation guidelines for the MSC equipment. Guidelines shall include, but shall not be limited to: telco and Tl Link requirements; DC, AC, and emergency power requirements; floor space requirements; HVAC requirements; grounding and lightning protection specifications; alarm interface requirements. 4	***	***
17.	Provide Site preparation guidelines for the MSC equipment (subject to Customer’s approval). Guidelines shall include but shall not be limited to:	***	***
	BTS-MSC link requirements; DC, AC,

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	and emergency power requirements; floor space requirements; HVAC requirements; antenna and combiner requirements; tower requirements; grounding and lightening protection specifications; alarm interface requirements.4
		Customer	Seller
18 .	Install all MSC equipment. 4	***	***
19.	Provide Site preparation guidelines for the OMC equipment. 4	***	***
20.	Install all OMC hardware and Software. 4	***	***
21 .	Arrange for hauling and hoisting (including special permits for parking, street closures, etc.).	***	***
22.	Furnish installation tools, test equipment and supplies.4	***	***
23.	Load test batteries. 4	***	***
24.	Maintain clean room during installation.	***	***
25.	Clean floor area & blow out air conditioning system.	***	***
26.	Maintain security during installation.	***	***
27.	Provide access and leased line test point to telco (monitor test points to telco).	***	***
28.	Provide test procedures for routing of all access and leased lines to Customer for review. 4	***	***
29.	Review test procedures (change or approve).	***	***
30.	Perform access and leased line tests and record results.	***	***
31 .	Request repair as necessary.	***	***
32.	Escalate repair request as necessary to get results.	***	***
33 .	Perform tests and record results. 4	***	***
34.	Participate in testing.	***	***
35.	Review test results.	***	***
36.	Accept or reject test results.	***	***
37.	Define non-Seller supplied administrative system requirements, i.e., billing system, network management system.	***	***
38.	Provide written status reports during installation.4	***	***
39.	Provide material list to Customer for the Site.4	***	***
40.	Provide manuals, drawings, and non-proprietary documentation for all equipment to the satisfaction of Customer. Includes manual, drawings, and non-proprietary for third party equipment used in all network elements supplied by Seller.	***	***
41.	Accept documentation as provided or request changes, additions.	***	***
42.	Prepare Punch List.	***	***
43 .	Correct deficiencies in Punch List. 4	***	***
44.	Accept equipment.	***	***
45.	Turn up equipment for service.	***	***
46.	Monitor performance.	***	***
47.	Perform corrective action as necessary.	***	***
48.	Develop and install non-Seller administrative system interfaces and software to meet Customer requirements.	***	***
49.	Provide interface documentation with regard to Seller-provided equipment. 4	***	***
50.	Develop test plan for interface testing of administrative systems.	***	***

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		Customer	Seller
51 .	Review and comment on interface testing of administrative systems.	***	***
52.	Perform interface tests according to test plan (not part of Acceptance Tests).	***	***
53.	Supply replacement spare parts during installation-following acceptance and within Warranty Period per Agreement.4	***	***

3.1.6 Leased Lines

		Customer	Seller
1.	Identify traffic capacity of network elements.4	***	***
2.	Identify end points for lease lines.	***	***
3.	Identify diverse routing requirements.	***	***
4.	Provide dimensioning rules and interface requirements.	***	***
5.	Develop schedule of required in-service date for each circuit.	***	***
6.	Enter lease line orders to telco and conduct follow-up.	***	***
7.	Notify Seller if schedules change due to telco delay.	***	***
8.	Provide access and oversee telco installation of leased lines.	***	***
9.	Perform short-term (approximately 15 minutes) bit error rate and other line testing. (Lucent recommendation would be that these test should be taken for 8 hours or above at minimum)	***	***
10.	Review test results and determine problem resolution.	***	***

3.2 Materials — Switching

(Note: a = Seller performs installation; b = Customer performs installation)

(Note: C = CUSTOMER responsibility; S = SELLER responsibility)

3.2.1 Switching Site Equipment (MSC/HLR/OMC/NMC)

		Supply	Install	Test
1.	MSC/HLR/ hardware and software	***	***	***
2.	OMC and NMC hardware and software	***	***	***
3.	Standby generator and no break & transfer switch	***	***	***
4.	Main power, including power plant	***	***	***
5.	Lighting	***	***	***
6.	Wall sockets for general use	***	***	***
7.	Grounding system	***	***	***
8.	AC Distribution	***	***	***
9.	Cable trays and supporting steelworks or raised floor	***	***	***
10.	Alarm distribution panel for external alarms	***	***	***
11.	Cabling between NEs and MSC	***	***	***
12.	Cabling between MSC and Telco termination point	***	***	***

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		Supply	Install	Test
13.	Workstation and printer cabling to network elements	***	***	***
14.	Rectifiers, batteries, cabling	***	***	***
15.	Modem cabling from PDE racks	***	***	***
16.	Modem	***	***	***
17.	External alarm cabling from MSC to alarm panel	***	***	***
18.	Alarm cabling from PDE racks	***	***	***
19.	Ground cabling8	***	***	***
20.	Rectifier system	***	***	***
21.	DC distribution and fuse cabinet	***	***	***
22.	Power cabling to the switching equipment	***	***	***
23.	Batteries with rack	***	***	***
24.	Battery cabling and termination	***	***	***
25.	UPS system for the Switches and peripheral devices	***	***	***
26.	Battery load testing	***	***	***

⁸ Equipment supplied by Customer must conform to Lucent MSC grounding practices, as documented in ED-5D022- 11.

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Attachment F

CHANGE MANAGEMENT PROCESS

The change management process set forth in this Attachment F (“ Change Management Process ”) supplements the terms set forth in Sections 1.7 and 1.8 of the Agreement and, together with the terms set forth in such Sections, sets forth the only authorized mechanism to request and approve changes to accepted Purchase Orders. The persons authorized to request and/or approve changes for and on behalf of each party are identified in Attachment 2 to this Attachment F. All work identified and performed through the Change Management Process will be governed by the terms and conditions of the Agreement.

For Customer- or Seller-initiated change requests (each, a “Change Request”), the following process will be followed:

1. CUSTOMER-INITIATED CHANGE REQUESTS

a)	To request a change, Customer’s authorized person will prepare and submit a Change Order Request and Authorization form, a sample copy of which is attached hereto as Attachment 1 (the “CORA”), to Seller’s designated individual, normally the Program Manager (the “PM”). Once Customer completes the CORA and submits it to Seller, it shall constitute a Change Request. In the event that a Change Request has been directed to someone other than the PM, the recipient will facilitate linkage to the PM in a timely manner. The CORA form is the sole document used for initiating a Change Request and recording changes to a Purchase Order.
b)	Upon receipt of a Change Request, the PM will provide Seller’s contract administration manager (the “CAM”) a copy of the Change Request. The PM will determine the impact of the change (pricing, scheduling, etc.), if any, utilizing the appropriate Seller personnel (i.e., Seller’s technical consultants, engineering, installation, etc.). Seller’s personnel will provide the appropriate feedback to the PM or return the completed Change Request for review and signature by the PM. The PM will sign (on behalf of Seller) and forward the Change Request to Customer. Seller’s response to the Change Request (the “Change Response”) will be provided to Customer in a timely manner, but not longer than *** Business Days following Seller’s receipt of the Change Request from Customer, unless otherwise mutually agreed to by both Parties. If necessary, Customer’s authorized person and the PM will negotiate any open issues relative to the Change Request. If Customer accepts and agrees to the Change Response, Customer will execute the Change Response and return it to the PM. Such Change Response, after execution by Customer’s authorized person, shall be deemed a “Change Order”. Electronic acceptance of a Change Response will be binding on Customer notwithstanding the absence of a signature.
c)	The Change Order authorizes Seller to implement the changes described therein and to invoice for such work. Execution of a Change Order by one of Customer’s authorized persons and the PM means the individual signing has the authority to authorize the changes described therein, including pricing changes, if any.
d)	Upon receipt of the Change Order, the PM will notify the appropriate Seller personnel to proceed with the requirements set forth in the Change Order. Upon completion of its requirements, Seller shall invoice the Customer.
e)	If the Parties cannot agree on a Change Response, the procedures outlined in Section 1.7(b) of the Agreement shall apply.

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2	SELLER-INITIATED CHANGE REQUESTS
a)	To request a change (which Seller shall have the right to do only as provided in Section 1.8(a) of the Agreement), Seller’s authorized person will prepare and submit a CORA form to Customer for review and approval. Once Seller completes and submits the CORA to Customer, it shall constitute a Change Request.
b)	Upon receipt of the Change Request, Customer will evaluate it and, if accepted, Customer’s authorized person will execute the Change Request. Once Customer executes the Change Request and submits it to Seller, it shall constitute a Change Order. Execution of a Change Request by Customer’s authorized person means the individual signing has the authority to authorize the changes described therein including pricing changes, if any. Customer will accept or reject any Seller-initiated Change Request as soon as practical, but no later than *** Business Days from Customer’s receipt of the Change Request from Seller, unless otherwise mutually agreed to by both Parties. Upon receipt of the Change Order, the PM will notify the appropriate Seller personnel to proceed with the requirements set forth in the Change Order and, upon completion, invoice Customer.
c)	If Customer rejects any Seller Change Request, a written explanation detailing the reasons for the rejection will be provided by Customer to Seller within *** Business Days after receipt of the Change Request by Customer. The PM may meet with Customer to resolve such rejection. If the Parties still cannot agree on the Seller Change Request, the procedures outlined in Section 1.8(b) of the Agreement shall apply
3.	CHANGE ORDER TRACKING

The Seller CAM will be responsible for tracking all Change Requests throughout the entire process from the point of origination through the invoicing and payment cycle.

Attachment — 1 CHANGE ORDER REQUEST & AUTHORIZATION FORM

[Attached Hereto]

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THIS CHANGE REQUEST IS:

o Customer Initiated
o Lucent Initiated

ATTACHMENT 1
CHANGE ORDER REQUEST & AUTHORIZATION FORM — 1

Agreement No.                                        

Change Request Tracking No:	Date of Request:
Requester’s Name:	Telephone:
Customer:	Orig. Customer PO No:
Address:	Customer Request Date:
Lucent Order No:	Project/Office Name:

Type of Change:

o Engineering Only	o Engineering / Material	o Material Only
o Installation Only	o Engineering / Material / Installation	oInstallation /Material
o Engineering / Installation	o Other:

Description of Work / Change:

Customer Required Material / Services Interval:
o Standard Interval	o Expedited Interval	o Not Applicable
Customer Required Transportation Level :
o Standard Shipment	o Premium Shipment	o Not Applicable
Schedule Impact:

	Original Completion Date:	Revised Completion Date:
Price:	Engineering	Bill To:
	Material
	Installation
	Transportation
	Other*	Ship To:

*See Attached for Details

Price:

Customer hereby acknowledges that this change order request is either a change to the original order or is an addition to the work to which the parties have already agreed. The terms and conditions of the Agreement identified above will cover the work provided herein. Customer understands and acknowledges that the price of this work is not covered under any purchase order or included in the Agreement identified above. Customer agrees that this fully executed change order request will serve as the authorization for work and for payment. Customer certifies that he/she has the authority to authorize this work and the additional cost.

o the signature below indicates that lucent is hereby authorized to proceed with the change

Authorization & Approval

Customer:		Lucent Technologies Inc.
Signed:	Signed:
Name (Print):	Name (Print) :
Title:	Title:
Date:	Date:

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Attachment — 2 PERSONS AUTHORIZED TO REQUEST AND ACCEPT CHANGE REQUESTS

For Customer:

Sheila Teter

For Seller:

Lucent Program Manager for the local market

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Attachment G

REPAIR AND EXCHANGE SERVICES

Capitalized terms used in this Attachment shall have the meanings ascribed to them in the Agreement unless otherwise defined in this Attachment.

1. MAINTENANCE DEFINITIONS

“Coverage Period” shall mean the times of day and the days of the week during which Repair & Exchange Services (“RES”) will be provided, which is 12:00:01 AM Sunday through 11:59:59 PM Saturday, including holidays.

2. REPAIR & EXCHANGE SERVICES

RES involves Seller’s repair or exchange of defective, Customer-owned, Seller-manufactured and Seller-supplied non-Lucent manufactured hardware and Parts.

RES are priced and sold on a per-system basis; such pricing is set forth in Attachment J. All Parts that comprise the covered system will carry the same Coverage Period and Response Time levels.

The RES program only provides for the repair or exchange of Parts and does not include any accompanying technical or installation services of any kind.

(A) RES DEFINITIONS

“Part” , also referred to as a “Field Replaceable Unit” or “FRU”, shall mean the Product assembly or subassembly that can reasonably be removed from service and/or installed without the use of uncommon tools and/or methods. Seller, acting reasonably, shall define the composition of Parts to be exchanged or Repaired. Each type of Part will be assigned an identifier to distinguish it for a particular Function or purpose. This Part identifier will be used in communications between Customer and Seller when discussing Part(s) to be Repaired or exchanged. All replacement Parts will be like-for-like, except where Seller reasonably determines that a replacement Part of a different type is fully-compatible with the Form, Fit, Function and performance capabilities of the defective Part being replaced. Each Part will also have an assigned serial number to uniquely identify and distinguish it from other Parts of similar type. Customer must always return the Part reported as suspected faulty and requested for exchange.

“Part Request” or “PR” shall mean a record created by Seller that evidences Seller’s authorization for a Part to be repaired or exchanged according to the terms of this Attachment.

“Repair” shall mean the diagnosis and replacement or reconfiguration of components necessary to restore Part(s) to their original published operating specifications. Repair may include, in Seller’s reasonable discretion, the replacement of the entire Part with a like-for-like replacement Part. Replacement Parts may be new, remanufactured, refurbished or used and certified as

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meeting like-new operating standards. Any returned Part will become the property of Seller (and the replacement Part shall become the property of Customer).

“Response Time” shall mean the elapsed time during the Coverage Period from when Seller determines that a Part is suspected faulty until the replacement Part is delivered to Customer or until an attempt is made to deliver the replacement Part per Customer’s instructions.

(B) RES REQUIREMENTS

***

Except where Products are covered under RES at the commencement date of this Agreement, no less than forty-five (45) days prior to the commencement of the Agreement, Customer will provide to Seller on Seller’s service start form the following Product detail for each Product to be supported:

• Seller assigned Product identification

• Product description

• Product serial number

• Product address (equipment site)

• Product configuration (Parts listing)

• Seller assigned Part identification

• Part serial number

Seller will initiate a Part Request only after: (1) a Seller technical support engineer determines that a Part is suspected to be (or actually is) faulty; (2) Customer has successfully diagnosed and isolated a faulty Part, OR (3) a Seller technical support engineer acknowledges Customer’s analysis and identifies the suspected faulty Part identification number or code.

(C) RES EXCLUSIONS

The following items and conditions are excluded from RES:

• Conditions in the Product or its Parts that existed prior to the term of the Agreement, unless such condition existed during the term of a prior agreement between Customer and Seller. However, such prior agreement must have been continuous, without any lapse of coverage, up until this Agreement.

• Defects or malfunctions caused solely by: (1) actions of non-Lucent personnel and/or Subcontractors; (2) failure to follow the manufacturer’s published installation, operation, or maintenance instructions; (3) failure of products not serviced by Seller; (4) abuse, misuse, or negligent acts of non-Lucent personnel and/or Subcontractors.

• Defects or malfunctions that include: (1) modifications made by non-Lucent personnel and/or Subcontractors; or (2) defects or malfunctions caused by the attachment of products not supplied or recommended by Seller.

• Passive and mounting hardware including, but not limited to, cables, cable assemblies, cords, brackets, bezels, face plates, adapters, panels, or labels.

• Consumables including, but not limited to, fuses, batteries, air filters, or transformers.

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• Documentation or software in all media forms.

In addition, Radio Frequency Units (RFU) are specifically excluded from coverage under RES.

3. ADVANCED EXCHANGE

Seller will provide, upon receiving and accepting Customer’s PR, a replacement Part in advanced exchange of receiving a reported-defective Part from Customer (“Advanced Exchange”). Seller will arrange for the delivery of replacement Part(s) to Customer’s equipment site within the Response Time period specified in Attachment D.

Customer may direct Seller to deliver Advanced Exchange material to a location other than the equipment site, provided Customer identifies the alternate ship-to location before the PR is accepted by Seller.

Upon receiving the replacement Part, Customer will return the reported defective Part to Seller within ***. Seller will provide shipping instructions and pre-paid shipping labels for this purpose. Customer will follow the shipping instructions for returning defective Parts to Seller, and will use the return label that Seller or its authorized logistics agent has provided. Customer’s failure to follow the return instructions and/or use the provided return label will be treated by Seller as an unreturned Part.

Customer is responsible for including all mutually agreed documentation with returned Parts including failure description, diagnostic test results, or some other indication suggesting that a Part was suspected to be (or actually is) faulty or in need of replacement. Exchanged parts returned to Seller without such accompanying documentation may be subject to additional charges for diagnostic testing.

Customer is responsible for providing adequate packing material to protect against a reasonable risk of damage that might occur during shipping by common carrier. If Customer fails to return the reported defective Part to Seller within *** or returns a Part that was damaged during shipping due to improper packing, Customer agrees to pay Seller the applicable price under this Agreement for the Advanced Exchange item(s) and US *** in restocking fees.

Prior to the commencement of any Advanced Exchange services, Customer agrees to provide a blanket Purchase Order to Seller as payment authorization for unreturned defective Parts or other charges as specified in this Attachment.

NEXT DAY ADVANCED EXCHANGE (AE-ND) (Response Times)

Seller will provide Advanced Exchange services the next calendar day following receipt of a PR as determined by the time zone of the equipment location during the Coverage Period provided that the PR is opened and accepted prior to 5:00 PM local time as determined by the time zone of the equipment location. Parts Requests that are received and accepted after 5:00 PM will be considered received on the following day. Parts that require custom configuration or software installation will be shipped for delivery on *** following the PR.

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PRICING

Please see Attachment J.

DISCLAIMER

No obligation to provide the Service described in this Attachment arises unless a Purchase Order for the Service has been placed by Customer and accepted by Seller. This Attachment will in no event create or imply any obligations with respect to work activities that are not specified in this Attachment. Any additional Services or assistance requested by Customer that are not specified in this Attachment must be ordered separately and billed at the then-applicable rates under the Agreement.

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Attachment H

PRODUCT STANDARD INTERVALS

Seller’s Standard Intervals are predicated on Customer’s forecasting Product needs in accordance with Section 1.5 of the Agreement, entitled PLANNING INFORMATION.

Seller reserves the right to modify, amend, or change the Standard Interval objectives at any time, provided Seller is doing so in the course of its normal business for all of its customers, however, in no event will any such modified, amended, or changed Standard Interval apply to Purchase Orders that have been issued and accepted in accordance with the terms and conditions of this Agreement. For Products not identified below, Seller shall provide Customer with Standard Intervals for such Product upon Customer’s request and this Attachment H shall be updated accordingly.

The intervals in the following tables shall apply to Purchase Orders for new Product sales only. Intervals for moves, de-installations, combinations or migrations of existing products shall be as mutually agreed between the Parties. In addition, the following conditions shall apply:

• The *** interval for Quote Preparation begins when Customer has provided information necessary for Seller to prepare the Quote, or when the Parties have agreed to configurations. Any change to such information or configuration would reset the Quote Preparation interval.

• Products must be generally available and quotable

• The Standard Intervals set forth below shall not apply to items that are not standard orderable items (e.g., sub-components) or items that do not have assigned comcodes.

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DRAFT — Subject to legal review and approval by the Parties

	TIME IN WEEKS
						INSTALL	TOTAL
LUCENT	QUOTE	LUCENT	LUCENT	LUCENT	NORMAL	(INCLUDING	INTERVAL
PRODUCT	PREPARATION	PO	ENGINEERING	MANUFACTURING	SHIP	INTEGRATION)	WEEKS
			***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

Draft #2
May 16, 2005
34vl

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***

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Attachment I

CELL SITE SELF-INSTALL AGREEMENT

INFORMATION LICENSE TERMS
CONCERNING SELF-INSTALLATION

Capitalized terms used herein shall have the meanings ascribed to them in the Agreement unless otherwise defined in this Attachment. In case of any conflict between the provisions of this Attachment and of the Agreement or any other Attachment, the provisions of this Attachment shall take precedence, but only with respect to the INFORMATION and its use.

ARTICLE I
ITEMS TO BE FURNISHED

1.01 Seller shall furnish to Customer technical information, including Software, if any, relating to installation and testing of Seller’s Products as set forth in the Schedule to this Attachment (“IN-INFORMATION”). With the delivery of the INFORMATION, Customer shall also be furnished a list, which identifies the INFORMATION delivered. Seller and Customer shall promptly notify each other of any inaccuracies in the list. All information specified on said list shall be deemed to be part of the INFORMATION with the following qualification: if, within thirty (30) days after receipt of the list, Customer shall give Seller written notice specifying particular INFORMATION identified therein which was not actually received, Seller promptly shall deliver such INFORMATION to Customer, but such specified information shall be deemed excluded from the list until such information is actually received by Customer.

ARTICLE II
GRANT OF RIGHTS TO USE INFORMATION

2.01

Seller grants to Customer and its Affiliates a personal temporary nontransferable (except as provided in Section 1.27 of the Agreement) and nonexclusive right to use the INFORMATION solely to install and test wireless base stations listed in the Schedule for Customer during the Term of the Agreement, including Renewal Terms, and during the Transition Period, provided that Seller is the breaching party. With respect to any Software that is part of the INFORMATION, the license herein granted is limited to use on a Designated Processor or, temporarily on any comparable replacement, if the 3.04 Designated Processor becomes inoperative, until the Designated Processor is restored to operational status. This Attachment does not give Customer the right to furnish or sublicense the INFORMATION to third parties or to use the INFORMATION for any purpose or any third parties other than as specified in this Attachment. Customer may not disclose the INFORMATION to its consultants or contractors. For purposes hereof, “Affiliate” of Customer shall be as defined in the Agreement.

2.02

Customer agrees that it will not, without the prior written consent of Seller, transmit, directly or indirectly, the INFORMATION, or any portion thereof, to any country outside of the United States. Customer agrees that its obligation under this Section 2.02 shall survive and continue after any termination of Customer’s rights under this Attachment and after expiration of this Attachment. In the event that use in another country is authorized by Seller, Customer shall be responsible for compliance with all U.S. export rules and regulations applicable to any transmission, direct or indirect, of the INFORMATION to such country.

ARTICLE III
FEES AND PAYMENT

3.01	For the rights in INFORMATION granted under this Attachment by Seller to Customer, Customer shall pay to Seller the fees and/or other charges set forth in the Schedule. Such fees and/or other charges are not inclusive of applicable transportation charges and taxes.
3.02	Customer shall pay invoiced amounts as set forth in Section 1.10 of the Agreement.
3.03	The payment of taxes shall be as set forth in Section 1.16 of the Agreement.
3.04	Unless otherwise expressly agreed in writing by Seller, expenses for any transportation and insurance of all INFORMATION arranged and initially paid for by Seller shall be billed to

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Customer as a separate item and shall be paid by Customer.

ARTICLE IV
MISCELLANEOUS PROVISIONS

4.01	The terms of the Agreement, including this Attachment, shall prevail in the event of any conflicting terms or legends which may appear on the INFORMATION furnished under this Attachment.
4.02	Except as Seller may otherwise agree in writing, neither the execution of the Agreement nor anything in it or in the INFORMATION shall be construed as an obligation upon Seller to furnish any person, including Customer, any assistance of any kind whatsoever, or any information other than the INFORMATION, or to revise, supplement or elaborate upon the INFORMATION. If Seller makes available training and/or other assistance with respect to use of the INFORMATION , unless otherwise agreed in writing, such Services shall be provided according to the terms and conditions of the Agreement. Customer shall furnish to Seller the CLLI code and the commonly referred to name of the MSC (in case of wireless) or the central office that the equipment is connected to or in when requesting assistance.
4.03	Customer acknowledges that Seller has not attempted to ascertain Customer’s technical ability to properly use the INFORMATION.
4.04	Seller represents and warrants to Customer that the INFORMATION to be furnished under this Attachment will be true and accurate, but Seller shall not be liable for errors or omissions therein. EXCEPT AS PROVIDED IN THIS ATTACHMENT AND THE AGREEMENT, SELLER MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSLY OR IMPLIEDLY, REGARDING THE INFORMATION AND, BY THE WAY OF EXAMPLE BUT NOT LIMITATION, SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
	Customer agrees to indemnify Seller and hold Seller harmless against any claim by Customer, their employees, and any third party on account of, or arising from, the use by Customer of the INFORMATION or any portion thereof. Such indemnification shall include reimbursement of legal fees incurred by Seller relative to any such claim.
4.05	Customer agrees:

(i)	That Customer will not use the INFORMATION except as provided in the Agreement, including this Attachment:
(ii)	That the INFORMATION is “Licensed Material” under the Agreement, and Customer shall keep the INFORMATION confidential and abide by the provisions applicable to Licensed Materials under Article III of the Agreement, except for portions of the INFORMATION, if any, (a) which were previously known to Customer free of any obligation to keep confidential, or (b) which Seller agrees in writing have become generally known to the public, provided that such public knowledge was not the result of any acts attributable to Customer;
(iii)	That Customer will not, without Seller’s express written permission, represent, directly or indirectly, that any Product installed or tested in whole or in part with the use of any of the INFORMATION is installed or tested by Seller or any of its Affiliates;
(iv)	That Customer will not, without, Seller’s express written permission, make or have made, or permit to be made, any copies of any of the INFORMATION;
(v)	That Customer will not modify, decompile, or disassemble software furnished as object code to generate corresponding source code;
(vi)	That, as between Seller and Customer, all INFORMATION furnished under this Attachment shall be deemed the property of Seller, and that upon termination of all rights granted to Customer under this agreement pursuant to Article IV hereof, Customer shall immediately cease all use of the INFORMATION, shall immediately render unusable all portions of the INFORMATION which may have been placed in any storage apparatus and shall upon request deliver to Seller all documents containing any of the INFORMATION furnished under this agreement then under its control;

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(vii)	To restrict disclosure of the INFORMATION solely to those of its employees with a need to know to exercise the specific license rights granted above and not disclose the INFORMATION or any part thereof to any other party;
(viii)	To advise those employees of their obligations with respect to the INFORMATION;
(ix)	That when the INFORMATION is no longer needed by Customer for the installation and testing of the Products, Customer shall return all copies of the INFORMATION to Seller or insure that all copies of the INFORMATION are destroyed;
	That the obligations of Customer under this Article IV shall survive and continue after expiration or termination of this agreement and after any termination of rights under this agreement.

To give Seller, upon at least *** notice, access during usual business hours to the premises of Customer where a cell site is installed or tested by Customer in order that Seller may inspect and verify compliance by Customer with its obligations under this Attachment and the Agreement.

4.06	Nothing contained in this Attachment shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, whether or not the exercise of any right granted in this Attachment necessarily employs an invention of any existing or later issued patent.
4.07	Customer shall not assign any right or interest under this agreement, or delegate any work or other obligation to be performed or owned by Customer under this agreement. Any attempted assignment or delegation in contravention of the above provision shall be void and ineffective.
4.08	Neither party shall use any identification of, or reference to, any code, drawing, specification, trade name, trademark, trade device, insignia, service mark, symbol, or any abbreviation, construction, or simulation thereof, of the other party in any advertising or promotional efforts relating to the INFORMATION provided under this Attachment without such other party’s prior written approval.

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Schedule

***

Product	Description	License Fees
	***

***

Product	Description	License Fees
	***

***

Product	Description	License Fees
	***

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DRAFT — Subject to legal review and approval by the Parties
Schedule

***

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-5-

DRAFT — Subject to legal review and approval by the Parties
Schedule

***

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Attachment J

SERVICES

1.1 Scope.This Attachment contains additional terms and conditions, which together with the terms and conditions of the Agreement, are applicable with respect to orders for the services identified herein (“Services”). The Services to be provided shall be as described in, and may be ordered only after Seller has provided, a Statement of Work (“SOW”). The SOW will either be signed by the Parties or subject to acceptance by Seller following receipt of Customer’s Purchase Order. Each SOW will be governed by this Attachment. To the extent of any inconsistency between a specific term of this Agreement and a specific term in an SOW, the specific term of the Agreement shall govern.

1.2 Responsibilities of the Parties. Responsibilities of Seller, Customer and any third parties for engineering, Site preparation, installation and optimization Services and for all other Services shall be set forth in the applicable SOW. Furthermore, Seller shall have no responsibility or liability with respect to Services performed by third parties retained by Customer. Customer shall provide Seller with such information and reasonable assistance as is timely requested by Seller in order to satisfy its obligations.

1.3 Term of Services. The term for completion of Services shall be set forth in the applicable SOW. In the event that any SOW obligations extend beyond the expiration date of the Agreement, the terms of the Agreement, this Attachment and the applicable SOW shall continue to apply until all such obligations have been satisfied.

1.4 Warranty.The warranty(s) for Services shall be those set forth in Section 4.7 of the Agreement, entitled SERVICES WARRANTIES.

1.5 Prices and Fees. The prices and fees for Services performed by Seller are as set forth in the applicable SOW, but shall be based on the rates set forth in this Attachment and/or in Attachment A, except for Section 1.7.2, which is for informational purposes only. Customer will reimburse Seller for actual out-of-pocket expenses in accordance with Seller’s travel and expense policy, but in no event shall Customer reimburse Seller for entertainment expenses. Expense invoices will include a summary of expenses by major category and expenses will be invoiced on a monthly basis.

1.7 Pricing.

1.7.1 RTS Pricing and Service Level

§	RTS pricing ***, subject to the terms and conditions set forth in Attachment D
§	In addition to the above, Customer may elect RTS ***, subject to the terms and conditions set forth in Attachment D.
§	Customer has chosen Premium Service *** as further described in Attachment D

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§ ***

1.7.2 Engineering, Installation and Integration Pricing

The following pricing model is for informational purposes only. Actual pricing for such Services shall be set forth in a mutually agreed SOW(s).

SAMPLE MODEL 4SM (Switch Module) Configuration New Start

							Professional
Product	Engineering		Installation		Integration		Services		Total
***		***		***				***		***
***		***		***						***
***		***		***						***
***		***		***						***
***						***				***
Total										***

***
***	***
***	***
***	***
***	***
***	***
***	***
***	***
***	***
***	***
***	***
***	***
***	***
***	***
***	***
***	***
***	***
***	***
Total	***

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1.7.3 Pricing for Growth Elements — Services

The following pricing model for Growth Elements is the contract pricing for the specific configuration described below. Any deviation from this model will require revised pricing to be set forth in a mutually agreed upon SOW(s).

Product	Engineering	Installation	Integration/pm	Total
	Pricing is as engineered, please see the sample pricing provided on the previous page for reference numbers
***

1	Service pricing may not apply should Customer chose to self-install. In such case, Product would be quoted to Customer as furnish only.
2	Prices for the installation and integration of additional pair(s) is based on the assumption that the work is being performed in the same trip as the initial pair

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     1.7.4 ModCell Installation Pricing

     Modcell Installation Pricing

***

***

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1.7.5 RES Pricing

Pricing for RES Next Day Advanced Exchange as described in Attachment G is:

***

***

***

***

***

***

***

***

***

Coverage may be required for third-party product (i.e., Sun) as described in Attachment D.

All Riverstone, Juniper, and Cisco coverage to be quoted as Customer’s future network design may require.

1.7.6 Pricing for Extended Product Support

Pursuant to Section 2.6 of the Agreement, Customer may elect to extend the period for which Seller provides repair services and repair parts ***.

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Attachment K

CO-MARKETING

Capitalized terms used herein shall have the meanings ascribed to them in the Agreement unless otherwise defined in this Attachment.

This Attachment provides for application of Seller’s co-marketing program (“Program”) to assist customers of Seller in the promotion of their services in conjunction with Seller and Seller’s products in accordance with the terms of this Attachment and the Program Documentation (“Program Documentation” is defined as the “Co-Marketing Program Guidelines,” “Co-Marketing Program Brand & Logo Usage Guidelines,” and other documentation regarding the Program as that documentation may exist now or in the future); however, in the event of any conflict between the terms of the Agreement (including this Attachment K) and the terms of the Program Documentation, the terms of the Agreement (including this Attachment K) shall control. Customer shall not be liable or responsible for, or bound by, any changes in the Program Documentation unless it is provided to Customer in writing.

Program Credits:

Seller’s co-operative marketing credits (“Co-op Credits”) are calculated and achieved based on Customer’s total paid invoices for qualified Products and Software. Qualified Products and Software include PCS CDMA Products only.

Co-op Credits will accrue as set forth in Attachments A or C, as applicable. Co-op Credits are available for use by Customer upon being credited to Customer’s Program records and shall expire if not used prior to the termination or expiration of this Agreement; provided, however, that at a minimum Customer shall have *** in which to use such Co-op Credits. Co-op Credits may be utilized, as explained below, only after Customer’s completion of qualified Program activities, which must be submitted to and approved by Seller as detailed in the Program Documentation.

Credit Utilization:

On a periodic basis, Customer will receive credit memos (“Credit Memos”) from Lucent detailing the value of earned Co-op Credits that will be usable only in connection with Customer’s future purchase/license of Seller’s Products and Software after Customer has submitted the appropriate documentation to Seller and Seller has verified each qualified Program activity as detailed within the Program Documentation. Credit Memos may not be deducted from Customer’s current invoices; nor may they be used to bring a delinquent account current. Seller shall send the Credit Memos to:

Mr. Braxton Carter
Chief Financial Officer
MetroPCS Wireless, Inc.
8144 Walnut Hill Lane, Suite 800
Dallas, TX 75231
***

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In no event shall Customer have any right or entitlement to the payment of any monies with respect to the Co-op Credits or Credit Memos. All Co-op Credits and Credit Memos are contingent on and subject to Customer’s compliance with all of the terms and conditions set forth in this Attachment K and in the Program Documentation. If use of Co-op Credits meets the aforementioned terms and conditions in full, Seller will pay up to *** of the cost of a Customer-proposed marketing program. No Co-op Credits will accrue, and no Credit Memos may be used, if a Customer Event of Default has occurred and is continuing (unless and until such time as the Event of Default has been cured by Customer) or if the Agreement has expired or was terminated prior to the accrual and use of such Co-op Credits and/or use of such Credit Memos. Seller also reserves the right, at its reasonable discretion and until mutually agreeable resolution, to disallow Customer’s use of Co-op Credits based on the aggregate balance of past due Seller invoices previously issued to Customer.

Notices:

All notices under this Attachment shall be in writing and shall be given by confirmed facsimile, by nationally recognized overnight courier or by certified or registered mail, addressed to the addresses set forth immediately below or to such other address as either Party may designate by notice pursuant hereto. Such notices shall be deemed to have been given: (a) upon transmission if sent via confirmed facsimile; (b) one (1) Business Day after deposit with a nationally recognized overnight courier; or (c) three (3) Business Days after deposit in the United States certified or registered mail.

To Lucent:	To MetroPCS:
Mark Gardner	Diane McKenna
Regional Sales Director	Director of Advertising
Lucent Technologies Inc.	MetroPCS Wireless, Inc.
TX0035	8144 Walnut Hill Lane, Suite 800
2400 Dallas Parkway	Dallas, TX 75231
Plano, TX 75093-4370	***
***	***
***

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Lucent Co-Marketing Program
Co-Operative Marketing

Program Guidelines

Purpose

Seller created this Program to assist Customer in the promotion of its services to its customers in conjunction with Seller and Seller’s products. This Program consists of Co-op Credit records, as well as marketing expertise, assistance and/or consultation. Seller’s goal is to help Customer increase sales to its customers of products and services derived from its network, through creative and timely use of Seller-sponsored marketing resources.

How the Program Works

Customer will be contacted by the Seller to discuss and provide contact information for both Seller and Customer. The Program record will then be established and Customer will be notified of record activation based on the contact information provided to Seller. The Program record is a password-protected extranet site and available for Customer to view at any time. The site contains Program financial data, and guidelines (this guide or as amended and updated from time to time).

In order to utilize Co-op Credits, Customer must abide by terms and conditions set forth in this Attachment and the Program Documentation.

Required Forms

The Program Guidelines include samples of each of the forms Customer must complete as required by Seller to remain an active participant in the Program.

Credit Utilization Steps

1.	Plan the Marketing Activity: Customer and a Seller customer team representative will participate in regular planning sessions to develop a plan for the utilization of Co-op Credits. Jointly, they will determine appropriate programs and campaigns supporting the objectives of the Program and complete a “Planning Form” to document each session. Seller reserves the right to limit the level of Co-Op support for any promotion. Customer must detail the activity’s objective, estimated costs and the Seller product or solutions to promote. Seller will review and approve, modify or deny the activity.
	Please note that pre-approvals of marketing activities do not guarantee Credit use, as final Credit use approval will be based on submission of required supporting documentation (see Step 3 below), and on Customer’s Program record balance and payment history on the date of submission of Request for Credit. For activities that require usage of the Program Logo, Customer should refer to the section of this document entitled “Co-Marketing Logo Usage” for further details. Appropriate uses of Co-op Credits are included within this document.
2.	Customer must execute the pre-approved marketing activity and remember to document it according to the requirements. Customer must pay its promotional/advertising vendors directly, as Seller will not make payments to Customer’s vendors.
3.	Submit the Request for Credit Form and the required supporting documentation: After the promotion takes place, Customer must complete a co-marketing request for credit form within sixty (60) days

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	after the activity has taken place or the “pre-approval” will automatically expire. For convenience, Customer may include multiple promotions on a single Request for Credit Form, provided they have already been approved through the pre-approval process outlined above. Customer should attach copies of vendor or in-house invoices and other required supporting documentation as required and as specified below, attach proof of performance, including samples of the promotional piece, send completed request form with all supporting documentation to the address listed on the Request for Credit Form for further processing.
	Note: If production is done in-house, Customer must include a letter on company letterhead stating the cost breakdown, description and signature from Seller’s representative. For future in-house productions of the same nature, please include a copy of the signed letter.
4.	Credit reimbursement from Seller: Seller will make the credit reimbursement available to Customer within 30-45 days of Customer’s request based on the total amount of credits available to Customer at the time of processing. If a Request for Credit Form submitted has a valid pre-approval number and the required supporting documentation, but the Customer does not have sufficient Co-op Credits at the time to cover the full amount requested, Seller will adjust records up to the available balance and automatically issue a second credit reimbursement once the remaining Co-op Credits are achieved. There is no need for the Customer to submit a second request for the remaining balance due.
5.	Marketing Results: Seller will send the Program Results Form to Customer’s contact via email within sixty (60) days after the pre-approval activity end date to notify Customer that program results are due. Completion of this form provides both Customer and Seller with ongoing access to marketing effectiveness, cost effectiveness, and on-going planning efforts.

Co-Marketing Logo Usage

Guidelines for Program brand and logo usage are set forth within this document and in the document entitled “Co-Marketing Program Brand and Logo Usage Guidelines” (“Program Brand and Logo Guidelines”).

Customer must abide by Program Brand and Logo Guidelines. In addition, Seller has the right-of-review/right-of-refusal for all promotional materials identified under the Program. Seller also has the right in its sole discretion to modify or replace the Program Brand and Logo Guidelines at any time.

All marketing communications (including, but not limited to print and broadcast advertising and direct mail) that incorporate the Seller Program logo and/or Seller brand and trademarks shall be submitted no less than five (5) Business Days in advance to Seller’s Brand Group (current representatives listed below):

Mark Alan Miller	Bob Cort
Lucent Technologies	Lucent Technologies
600-700 Mountain Avenue	600-700 Mountain Avenue
3B-443	3A-405
Murray Hill, New Jersey 07974	Murray Hill, New Jersey 07974
***	***
***	***

In addition, the placement and programming context in which the Seller Program logo and/or Seller brand and trademarks appear must be in good taste and represent the policies and philosophies of Seller, as determined by Seller in its sole discretion. Any misuse of the Seller Program logo and/or Seller brand and trademarks will result in immediate suspension from the Program.

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Before Customer wishes to utilize the Program Logo, Seller brand, and/or product trademarks, Customer must submit to Seller a creative approval form with a copy of the final creative pieces for approval prior to production. Customer expressly agrees not to use such Indicia unless and until Seller grants such approval. Customer acknowledges it has no ownership or other interest in the Indicia and shall make no claim to such indicia.

In the event Customer’s use of indicia is withdrawn as provided above or its potential to achieve Co-op Credits is otherwise terminated as provided under the Program Documentation, Customer shall immediately cease use of indicia and return to Seller or, at Seller’s request, destroy all promotional materials that may contain Seller indicia within thirty (30) days. Customer acknowledges that the Indicia constitute a valuable property right of Seller and that use of such without Seller’s permission or in violation of the Program Documentation may cause irreparable harm to Seller and that Seller shall be entitled to injunctive relief to cease use of such indicia in such circumstances.

Customer acknowledges that Seller is the owner of the Program logo and all goodwill attached thereto. This Attachment does not give Customer any interest in the Program logo except the right to use the logo in accordance with the terms of this Attachment and the Agreement. Customer agrees not to attempt to register the Program logo nor to adopt or register anywhere in the world marks that are the same as or confusingly similar to the Program logo.

Customer recognizes Seller’s exclusive and discretionary right to initiate and maintain any legal or administrative proceedings against third parties relative to the protection and defense of the Program logo including the settlement of any dispute with third parties relating to the logo. Customer agrees to cooperate fully with Seller in the protection, maintenance and defense of the Program logo, if sought, and waives any claim it may have against Seller as a result of its exercise of or failure to exercise its exclusive and discretionary right hereunder.

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ACTIVITIES ELIGIBLE FOR CO-OP CREDIT MEMOS
AND REQUIRED SUPPORTING DOCUMENTATION

Qualified Activity	Expenses Covered	Required Documentation and Proof of Performance	Expenses NOT Covered
Market Reserch	*** ***	• All supporting paid invoices • Copy of final report	***
	***	• Analysis of final results
	***
Lead Generation Programs	*** *** *** ***	• All supporting paid invoices • Copy of scripts • Copy of report/results from the lead generation	*** ***
Sales Tools & End-User Models	*** *** ***	• All supporting paid invoices • Original sample of piece • Analysis of sales results	***
Direct Mail	*** *** ***	• Sample of piece • Copy of paid invoices • Copy of postage receipt • Copy of results report of direct mail piece	***
Print Advertising (including newspaper)	*** *** ***	• Original, actual-sized tear sheet or photocopy    showing publication name, date and location • Copy of publisher invoice • Copy of paid layout/design, photography invoices • Analysis of marketing results	***
Indoor, Outdoor and Vehicle Signage	*** ***	• Copy of paid invoice indicating where advertising    was posted • Photo of ad • Copy of paid invoice for layout/design • Analysis of promotional results	***
Radio and TV	*** ***	• Copy of paid invoice showing length of    commercial, dates and times of spots,    where aired, cost per spot, and total    cost • Station affidavit and a copy of the	***
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		video/audio tape • Copy of paid invoice for production work • Analysis of promotional results
Service Provider Created Sales Literature	*** ***	• Original sample of piece • Copy of paid invoices • Sales/usage results • Success criteria and analysis of results	***
Trade Shows and Seminars	*** *** *** *** ***	• Photo of display • All supporting paid invoices • Dates of participation • Analysis of promotional results	*** ***
In-House Incentive Programs	*** ***	• All supporting paid invoices • Copy of promotional piece • Copy of incentive plan • Sales results	***
Point of Purchase Materials	*** ***	• All supporting paid invoices • Copy of supporting materials • Analysis of promotional results	***
Information about Your Services on Your Web Site	*** ***	• All supporting paid invoices • Hard copy of how it appears on your site • Must appear on web site for consecutive months    Sales/usage results	*** *** ***
Other Approved Promotional Activity	***	• All supporting paid invoices • Copy of all materials • Promotional results	*** ***

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Co-Marketing Program

Co-Operative Marketing

Request for Credit Form

Company
Information

Company Name

Business Address

City State Zip

Lucent Contract Number

Lucent Demand Creation

Contact

Date of Request

Program Quarter:

Primary

Contact

Title

Phone Fax

E-mail

Type of
Promotions

o Market Research Lead Generation Programs

o Print Advertising Point of Purchase Materials

o Info. about Your Services on your Web Site

o Co-branding

o Direct Mail

o Indoor, Outdoor, and Vehicle Signage

o Radio and TV

o Trade Shows and Seminars Service Provider Created Sales Literature In-House Incentive Program

Request Details

     Please identify and itemize expenses associated with this project below. (Attach additional expenses as required)

	Pre-Approval	Vendor	Date of	Expense	Invoiced	Amount
	Activity Number Invoice No.		Promotion	Description	Amount	Requested
1
2
3
4
5

Total Requested Amount $

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DON’T FORGET

• Attach required documentation with your request (see Program Guidelines).

• Please include copies of all relevant Creative Approval and Planning Forms with your request. Keep a copy for your records.

• Pre-approvals of marketing activities do not guarantee credit memos, as final approval will be based on submission of required supporting documentation, and on Customer’s Program records balance on the date of submission of Request for Credit.

• Requests must be received within 90 days of the activity date.

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Co-Marketing Program

Co-Operative Marketing

Planning and Creative Approval Form

Company
Information

Company Name

Business Address

City State Zip

Lucent Contract Number

Lucent Demand Creation

Contact

Date of Request

Program Quarter:

Primary

Contact

Title

Phone Fax

E-mail

Activity
Description

Advertising Media Type (check all that apply)

o Market Research Lead Generation Programs

o Print Advertising

o Point of Purchase Materials Info. about Your Services on your Web Site

o Co-branding

o Direct Mail

o Indoor, Outdoor, and Vehicle Signage

o Radio and TV

o Trade Shows and Seminars Service Provider Created Sales Literature In-House Incentive Program

			Activity Description		Lucent	Amount
	Start Date	End Date	(include media name	Objective	Contribution	Requested
1
2
3
4

Total Planned Expenditures    $

DON’T FORGET

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• Include creative with the completed form for approval.

• All creative bearing the Lucent Program logo, name and/or Lucent product trademarks must be approved prior to placing the creative in any media.

• When Lucent requires modifications to meet the approved guidelines, all required revisions must be made and resubmitted to Lucent for final approval.

• Complete performance (e.g. tearsheet) must be submitted to CoAMS, Inc. upon completion of promotional activity.

Lucent Technologies Inc.

By:

Name:

Title:

Customer

By:

Name:

Title:

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		Lucent Technologies
		Sell Lab Industries
		Co-Marketing Program
		Co-Operative Marketing
	Program Results Form
Company
Information

Company Name	Date of Request
Business Address	Program Quarter:
City                                         State                     Zip
	Primary Contact
	Title
Lucent Contract Number	Phone                                                            Fax
Lucent Demand Creation Contact	E-mail

Program
Effectiveness

Describe the Marketing Program

Target Audience:
What problem was the goal of the Marketing Program??
Project Objectives

Did this marketing program meet the objectives? o Yes     o No

Please detail the results of the project in relation to the objectives.

Please detail the key success factors of the marketing program; , why was this program successful or not successful?

If you ran the same program again in the future, what would do differently?

On a scale of 1-10, please rate the
effectiveness this marketing project.
(l=poor, 5=fair, 10=excellent)

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Customer Rating (1 -10)

Lucent Rating (1-10)

DON'T FORGET	SUBMIT RESULTS TO:
• Submit Marketing Results Form within 60 days of Program end.	Your Lucent Representative as indicated in the Pre-Approval Form

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Lucent Co-Marketing Program
Co-Operative Marketing

Brand & Logo Usage Guidelines

Seller’s Co-Marketing Program objective is to combine the Seller brand with the Customer’s in a way that builds on the strengths of each. Contribution branding creates a third, bigger brand that benefits both Parties. The Program is intended to support Seller and Customer images, strengthen Seller and Customer relationship, and convey Seller and Customer mutual brand messages to customers.

Leveraging the Seller brand and Program logos provides a significant advantage for service providers who have built their networks with Seller. While Seller intends for Customer to use Seller’s brand as a point of competitive differentiation, Seller will not allow Customer to use Seller’s brand to directly position themselves against other customers of Seller.

Requirements and Standards

Customer must complete the Creative Approval form and have it approved by Seller for each Program logo usage.

Marketing communications that incorporate the Program logo and/or other Seller trademarks and the context in which they appear must be in good taste and represent the policies and philosophies of Seller. Seller will not reimburse Customer for communications that do not meet these standards: any misuse of the logos/trademarks will result in suspension from the Program.

General Guidelines

Seller has the right to refuse approval of materials. The Program logos must never be altered and must be reproduced from the Seller provided logo sheets or diskettes. Participation in the Program shall not be presented as approval by Seller of any brand, product or company name. Material must not misrepresent features and/or benefits of Seller. Customer must acknowledge all Seller trademarks. All material must comply with the applicable law.

Composed Program logos are available on diskette and logo sheets and can be ordered through the Seller co-marketing program office. Customer must use the following acknowledgement to identify the logo as a trademark of Seller: The Lucent co-marketing logo is a trademark of Lucent Technologies.

Seller Program Logo Elements

Linking Phrase: Agreed upon by both the Customer and Seller that accurately describes the relationship. Examples include “Network built by...”, “Wireless Technology provided by...”, “Network by...”, and “Enabled by...”. There must be at least one mention of Seller that describes its part of the relationship.

Innovation Ring: Key component of the Lucent Technologies corporate signature

Lucent Technologies logotype. The Lucent Technologies brand must always accompany the Bell Labs name. The logo can be placed on a screened background as long as the logo is clearly visible and the background is of high contrast

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Network	Linking Phrase
Built by
	Innovation Ring
	Logotype

Print Usage Guidelines

Logo Size: To determine the Program logo size, apply the formula (L x W)/2 to CUSTOMER logo. Program logo must be at least one (1) inch in width. Vertical height must be less than 50% of the Customer’s logo measured diagonally or vertically, whichever is greater. Do not enlarge or reduce the logo from existing art. Use the correct size provided on the logo sheet

Logo Position: Must appear in the lower left or right corners of the advertisement, or embedded in the copy block. May not be part of the visual element of the promotional material. There should be a space of at least 1/4 of the height of the innovation ring between the entire signature and any edge of the printed surface.. The area surrounding the logo should be even, un-patterned, and free from typography, illustration or other graphic elements.

Logo Color: The innovation ring must always be printed in Pantone 186*; process mix CO, M100, Y70. The logo may be reproduced in black or reversed in white of a high-contrast background color.

Usage Guidelines

Television, Inflight, and Infomercials: Program logo must be incorporated into the broadcast in appropriate context. Program logo must appear for at least three (3) seconds in a :30 second commercial. Minimum of a five (5) word voice-over copy mention must be included and may not appear in legal disclaimer tag.

Radio Advertising: Must be at least one mention of Lucent Technologies and/or products per 60-second spot and may not appear in legal disclaimer tag.

Screen Placement: Must be completely within the title-safe area and must not be less than 50% of the Customer’s logo measure vertically or diagonally, whichever is greater.

Outdoor Advertising: Program logo must not be less than 50% of the Customer’s logo measured vertically or diagonally, whichever is greater.

Final Review and Approval

Seller reserves the right-of-review and right-of refusal for approval for all marketing communications under this program prior to printing and or publication.

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Attachment L

MESSAGING

1.1 Scope. This Attachment and the following Appendices contain the prices and additional terms and conditions, which together with the terms and conditions of the Agreement, are applicable to Purchase Orders for Seller’s Messaging Products and Services identified herein. To the extent of any inconsistency between a specific term of this Attachment and a specific term of the Agreement, the term of this Attachment shall govern, but only with respect to the Products and Services described herein.

Appendix 1 Prices
Appendix 2 Integration Services
Appendix 3 Microsoft End User License Agreement

1.2 Definitions. In addition to the definitions set forth in Section 1.1 of the Agreement, the following terms in this Attachment shall have the meanings ascribed to them below.

1.2.1 “Capacity On Demand (COD) Software”, “COD Software” or “Software with COD” means Software that determines the capacity of Seller’s Messaging Products to, among other things, store messages, create mailboxes and add functionality to mailboxes. Software with COD may be enabled at the time of manufacture or remotely after installation, in incremental units of capacity, for the prices set forth in Appendix 1.

1.2.2 “Enablement Date” and “Day of Enablement” means the date on which Seller remotely activates COD Software.

1.2.3 “Messaging Product” means a voice, text or multimedia Product described or listed in this Attachment.

1.2.4 “Messaging Software” means voice, text or multimedia Software described or listed in this Attachment.

1.2.5 “Messaging Services” means Services (integration, maintenance, data migration, etc.) related to Messaging Products or Messaging Software.

1.2.6 “System” means, collectively, any Messaging Product (or component thereof) and Messaging Software composing a voice messaging system, such as the AnyPath ^® System.

1.3 Warranty. For COD Software, the Warranty Period begins ***. The Warranty Period for any Messaging Product or Messaging Software is the Warranty Period set forth in the Agreement. The Warranty Period for any Messaging Product or Messaging Software (or part thereof) repaired or replaced under the warranty provisions of the Agreement is the unexpired portion of the original Warranty Period or ***, whichever is longer. Warranty for Services shall be as set forth in Section 4.7 of the Agreement. During the Warranty Period for Messaging Products and Messaging Software ***.

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Seller makes no warranty with respect to defective conditions or non-conformities resulting from a software application not provided by, recommended in writing by or not developed by Seller (“Non-Lucent Supplied Application”), including, but not limited to, any application developed using any Seller service creation environment product. In addition, Seller shall have no liability whatsoever for any failure, harm or loss to the extent caused by any Non-Lucent Supplied Application.

Customer may order certain COD Software features, such as password reset, conference mailbox, skip password, magistrate mailbox and monitor mailbox, which when enabled could be improperly used in violation of privacy laws. By ordering such features, Customer assumes all responsibility for assuring the proper and lawful use of such features by its employees, agents and contractors, but not for improper or unlawful use by Lucent’s employees, agents, contractors or third parties and all liability for any improper or unlawful use of such features by its employees, agents and contractors, but not for improper or unlawful use by Lucent’s employees, agents, contractors or third parties.

1.4 Post-Warranty Maintenance. After the applicable Warranty Period, Customer may order maintenance Services, including remote support Services, for Messaging Products and Messaging Software under Attachment D to the Agreement for the prices stated in Appendix 1 to this Attachment.

1.5 Prices and Fees. The prices and fees for Messaging Products and Messaging Software provided by Seller are as set forth in Appendix 1 to this Attachment. *** Transportation fees shall be charged in accordance with Section 1.12 of the Agreement.

1.6 Orders for COD Software. Purchase Orders for Messaging Products, Messaging Software and COD Software will be placed with Seller in accordance with Section 1.6 of the Agreement and paid for in accordance with Section 1.10 of the Agreement. Except for COD Software installed by Seller, shipment, delivery, and installation of remotely enabled COD Software will be deemed to have occurred on the Date of Enablement. Seller will provide Customer with written notification that the COD Software has been remotely enabled within two (2) business days following the Date of Enablement. Orders for COD Software may not be canceled on or after the Date of Enablement.

1.7 Integration Services, Training and Documentation. At Customer’s request, Seller will provide any or all of the installation, engineering, integration and data migration Services for the AnyPath System. A general description of such Services is included in Appendix 2, “Integration Services”. The specific Messaging Services to be performed for Customer and associated fees will be described in one or more written statements of work based upon the scope of Messaging Services required by Customer. Each statement of work will be signed by representatives of both parties and will be deemed to incorporate the terms of the Agreement, including this Attachment.

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Unless otherwise noted in the applicable Purchase Order, Customer will select, and Seller will provide to Customer the training, consultation Services and documentation included in the integration services described in Appendix 2, “Integration Services” at the prices stated in Appendix 1, “Prices”.

1.8 Site Requirements. Seller will furnish specifications for power, physical and environmental requirements for the equipment room where Messaging Products and Messaging Software will be installed. Customer is responsible for ensuring that these specifications are met. In addition, Customer is responsible for complying with all building and electrical codes applicable to the equipment room unless Seller has undertaken this responsibility in writing, e.g., in a statement of work.

1.9 Technical Support Center.

During the Warranty Period for the Messaging Products and Messaging Software, Seller will provide Customer with access to Seller’s technical support services center (“TSSC”), staffed by Seller-certified technicians, for 24-hour, 7 days a week problem reporting and resolution (1-866-Lucent88). The TSSC will provide analysis for System malfunctions, including actions to verify a problem and the conditions under which the problem exists or recurs, and corrections.

1.10 Availability of Products, Maintenance Service and Parts. Continuing Product support for Messaging Products shall be in accordance with Section 2.6 of the Agreement.

1.11 Additional Software License Terms. In addition to the applicable Software license provisions of the Agreement, the following additional terms and conditions shall apply to Messaging Software:

1.11.1 COD Software. Each incremental unit of capacity for COD Software will be considered a separate item of Messaging Software that is licensed in object code form to Customer pursuant to the terms of the applicable Software license provisions of the Agreement. Only that COD Software that has been properly ordered from Seller, paid for by Customer, and whose enablement has been authorized and directed by Seller, will be licensed to Customer.

1.11.2 Only Seller May Enable Software Features. Only Seller is entitled to authorize the enablement of any COD Software. Customer shall not enable or attempt to enable any COD Software or features or capabilities inherent in the COD Software, and Customer shall not permit or assist any third party to do so. Seller represents and warrants to Customer that Seller will authorize and enable all features and/or capabilities of the COD Software ordered in the applicable Purchase Order.

1.11.3 Conditions for Enablement of Software Feature Products. As a condition of Seller’s enablement of COD Software features and capabilities, Customer shall make available remote System-level access to Customer’s Systems at a time and for a length of time mutually agreeable to both Customer and Seller. ***

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***

1.11.4 Third Party Software. Customer agrees to be bound by the terms and conditions of Appendix 3 to this Attachment. With regard to other third party software licensed to Customer under this Attachment, if the scope of the license and restrictions on use stated in the Agreement and Appendix 3 differ from the terms of any license agreement packaged with Software developed by a third party, the terms and conditions of the packaged license agreement shall take precedence. Appendix 1 contains a list of third-party Software that is bundled with the AnyPath System.

1.12 Internet Access. Customer acknowledges that the use of and connection to the Internet is inherently insecure and that connection to the Internet provides opportunity for unauthorized access by a third party to Customer’s computer systems, networks and any and all information stored therein. Without limiting Seller’s express warranties to Customer, Customer acknowledges and agrees that Seller makes no express or implied warranty or condition that its Systems are immune from or prevent fraudulent intrusion, unauthorized use or disclosure or loss of proprietary information. If Customer chooses to connect the Messaging Systems to the Internet, Customer does so at its own risk and is strongly advised to take steps to minimize unauthorized access though any Internet connection. SELLER SHALL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY FAILURE, HARM OR LOSS CAUSED BY OR ARISING FROM: (I) ANY UNAUTHORIZED ACCESS THROUGH AN INTERNET CONNECTION, REGARDLESS OF WHETHER A FIREWALL OR OTHER INTERNET SECURITY FEATURE IS INCLUDED WITH THE MESSAGING PRODUCT OR SOFTWARE; OR (II) CUSTOMER’S USE OF THE INTERNET INCLUDING WITHOUT LIMITATION ACCESSING AND DOWNLOADING ANY MATERIALS AVAILABLE ON THE INTERNET FOR USE ON OR IN CONNECTION WITH THE MESSAGING PRODUCT OR SOFTWARE. IN ADDITION, SELLER SHALL NOT BE RESPONSIBLE FOR ANY DEGRADATION IN SYSTEM OR PRODUCT PERFORMANCE CAUSED DIRECTLY OR INDIRECTLY BY AN INTERNET CONNECTION.

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Appendix 1

Prices for AnyPath^® Systems 

Lucent will provide Customer with an Initial AnyPath^® System at ***.

        This initial system will configured as follows:

§	AnyPath R7 Mainstream software
§	1 Telephony Front End cabinet
§	2 High Density Telephony Servers (HDTS)
§	2 Front-End LAN switches
§	1 Back-End cabinet
§	2 Message Servers (MS)
§	2 Back-End LAN switches
§	SS7 Integration
§	American English, American Spanish and Mandarin (if applicable) languages
§	702 bi-directional ports
§	200,000 basic voice mailboxes (based on ***)
§	30,000 Megabytes of Storage (based on ***)
	Note: This initial system pricing does not include spares (optional pricing for spares provided upon request).

Lucent will provide Customer growth pricing at ***. Any telephony server, message server, and/or additional cabinetry hardware required to support the additional Basic Voice mailbox capacity is also included.

• Lucent will provide Customer a quote for services pricing including engineering, installation, and integration based on specified configuration(s) at the time of deployment.

• Lucent will provide Customer with a ***.

For the avoidance of doubt, Customer may change/switch customers associated with mailboxes without charge.

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Prices for Maintenance Services

Following are the prices for Remote Technical Support (“RTS”) Service and Repair & Exchange Service (“RES”) Advanced Exchange—Next Day for AnyPath Systems, including Sun maintenance Service. The scope of such Services is described in Attachment D.

Service — Option	Price ($) per Year	Per	Ordering Instructions
		***
		***
***		***
***		***
***	***	***	300780335
***		***
***		***
		***
		***
		***
***
***		***
***	***	***	300780335
***		***
***		***
		***
		***
***
***	***	***	300780335
***
	***	***	300780335

Pricing Notes:

• ***

• If there are more than 1.6M voice messaging subscribers on an AnyPath System in a given Market, an additional back-end cabinet is required.

• All prices are in $US, unless stated otherwise.

• If Customer purchases additional Products or Software licenses of the same type for which RTS is in effect or additional license capacity during the Initial Term or any Renewal Term, Customer will pay ***.

• The list of AnyPath parts covered under Advanced Exchange is included as Schedule 1, “Supported Parts List (SPL) for Advanced Exchange”.

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Third Party Software

The following third-party Software programs are bundled with the AnyPath R7 System:

Supplier	Program
Microsoft Licensing Inc.	Windows
Nuance Communications Inc.	Nuance8 ASR for SM, Nuance8 ASR tier A, Nuance8 ASR tier B, Nuance VAD
Rogue Wave Software Inc.	SourceProC++ and SourcePro Net
ScanSoft, Inc.	Eloquence version 6.0.1.2 TTS, Speechify version 2.1.0, OSR (ASR)
The SCO Group	UNIXWARE 7.1.1, UNIXWARE 7 Online Data Manager 3.2
SNMP Research	BRASS, Emanate Master Agent, Emanate Host Resources MIB Subagent, Emanate for UNIXWARE Master Agent and Subagents from DK, Emanate for UNIXWARE MIB Subagent
Sun Microsystems Inc.	SunOne Web Server, SunOne Directory Server 5.1
Versant Corporation	POET OO DBMS 5.1
Versant Ltd.	OO DBMS 6.0.1.1

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Appendix 2

Integration Services

A. AnyPath Installation/Engineering and Integration Services

OVERVIEW

Deployment of AnyPath consists of two services groupings: engineering/installation and integration. Each service grouping may be purchased separately. Because of the variations in purchased AnyPath configurations, integration parameters and Customer’s network structure, the Services that Seller provides for each deployment are specific to each Customer. Seller will provide engineering, installation, integration and/or data migration services as determined by Customer’s requirements and as defined within the relevant statement of work. Deliverables listed below are applicable to AnyPath Basic Voice Mail and AnyPath Unified Messaging (UM) configurations. UM may have additional, optional, Services corresponding to UM optional functions purchased. Additional UM Services will follow the Basic Voice Mail/UM format listed below, applied to any additional UM functionality purchased. Briefly stated, general deliverables for each of the offered services are as follows:

     Engineering/Installation

§	Site survey (joint effort with Customer)
§	Subsequent detailed engineering of physical requirements
§	Ordering and delivery of required cable and connectors and miscellaneous hardware
§	Unpacking of equipment
§	Placement/mounting of equipment
§	Cabling and connection of cables

     Integration

§	Project management
§	Internal cabinet connections
§	Switch/network consultation as it applies to the VPMOD
§	Power up sequencing
§	Database and operating Software verification
§	Purchased functionality testing
§	Integration testing
§	System operational testing
§	Cut-over

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INSTALLATION DETAIL

Installation begins with a site survey as part of the preparation process. Customer, in consultation with Seller’s installation group, performs the site survey by completing the Seller-provided “Network Integration Assessment” document in conjunction with the “New Systems Installation Topics Guide” which describes how to complete the Network Integration document. When completed, the documentation is provided to Seller for technical assessment and subsequent engineering. The technical assessment will be presented to and discussed with Customer to address necessary site requirements. Installation will include physical site preparation requirements to ready the AnyPath System for implementation. Typical installation detail and responsibilities (of Seller unless specified) are as follows:

Develop Pre Installation Checklist to include:

§	AnyPath equipment dimensions — site clearances
§	AnyPath equipment location (Seller and Customer)
§	Verification that installation of equipment is completed
§	Power and grounding cables / lugs; required circuit breakers for A/B power spec.
§	Tl cable information — connector type/pin outs and quantities
§	AC service outlet requirements and location (Customer provided parts and installation)
§	l0BaseT Lan cable information — connector type/pin outs and quantities (Seller and Customer)
§	SS7 link information — A or F links, SSN (Seller and Customer)
§	Phones for each switch and/or HLR, to be used for testing (Customer provided)
§	Access to facilities protocol (Customer provided)

Physical Location Determination and Installation

§	Foot print designation for AnyPath complex
§	AnyPath Complex Rack Bolt Down

DC Power and Grounding (PDU) connections and cabling

Telephony Server Front End Cabinet and Message Server Back End Cabinet not each element.

§	“3” Power drops -48VDC / 70 Amps (or as specified). Power is 2 Drops per TS Front End Cabinet and 4 Drops per MS Back End Cabinet
§	“3” Grounding drops Same numbers as above
§	Termination points (provided by Customer)

T1 Physical Cabling and Connections

§	“x” RJ-45 Lucent 5ESS (or equivalent)
§	Tl Continuity Testing (Loop back RJ-45)

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ACS Cabling

§ TCP/IP Ethernet Cables RJ-45 x2 (1per ACS)

INTEGRATION DETAIL

Integration will include project management, coordination, planning, consultation, configuration & integration testing of the AnyPath System by Seller to Customer’s network, as well as turn up/cut-over support.

Project Management

Typically, as part of Project Management, Seller works with Customer to enable Customer to provide or define:

§	Placement of AnyPath network elements
§	Inbound and outbound trunk groups — agree on CIC or MLHG assignments.
§	Assigned IP addresses for Anypath. Define subnet, gateway, default router, DHCP
§	IP address and bind info for the SMSC
§	Pointcodes — Anypath, STP’s, HLR’s int./ext./both, MSC’s, Global Title
§	Multi Line Hunt Groups
§	Best option for remote access to AnyPath complex

Seller provides project management from project definition through program completion. Project managers develop the Statement of Work that outlines roles and responsibilities, the Project Plan, and Test Plan. Subject to approval by Customer, the project managers coordinate Project Plans and manage the resources during the project life cycle. The project manager’s work with Customer representative(s) to achieve on-time service delivery. The project managers use proven industry-standard project management processes and procedures.

Initial On-site Integration

§	Power up all AnyPath components
§	Configure database — system options, COS provisioning and mailbox profiles
§	Verify T1 spans, SS7 links, and bind to SMSC are up

Perform Call Test Plan Integration

§	Build test mailboxes on each Message Server (MS)
§	Verify integration to personal greeting for different call cases

¡	No answer
¡	Busy
¡	Multiple Greetings
¡	Phone off, local, for phones each HLR

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¡	Phone on, roaming, for phones each HLR
¡	Phone off, roaming, for phones each HRL

§	Verify mailbox locator application for each MS.
§	Verify integration to each HDTS.

Out-call Tests

§	Outcall to pager/phone — verify pager sequences and re-try schedule
§	Call Sender / Rebound (if applicable)
§	Fax outcall
§	Speech Dialing/Speech Messaging, etc. application access (if applicable)

MWI / Notification Testing

§	Verify phone gets update of proper ICON, Text Message and/or M/W Count
§	SMS M/W count notification to the SMSC
§	SMPP cut through page to SMSC
§	SS7 IS41 TCAP notification — INFODIR or MSGDIR. Test Global Title to each HLR if multiple HLR’s in network. Verify with INET that the HLR’s send acknowledgment message back to AnyPath
§	SS7 ISUP notification
§	SMDI Notification

CDR’s, Reports, Logs and Alarms

§	Verify CDR events are generated
§	Verify reports function
§	Verify logs and alarms

Test SS7 Signaling ANSI-41 (determine and test)

§	56 K Ports SS7 A-Link assignments to STP
§	56KV.35 1 per ACS
§	SS7 Point Code assignment definitions (STP GTT Routing)
§	ACS SS7 DPC assignment for HLR /switch

Test Sample Switch Translations

§	Seller 5ESS (or appropriate switch) translations for Call Forwarding on Busy and No Answer
§	Support of outdialing from AnyPath to Seller 5ESS (or appropriate switch)

Determine and Test TCP/IP

§	TCP/IP Hub/Switch assignment position
§	ACS TCP/IP address assignment

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§	TS and MS TCP/IP address assignment
§	SMS-C TCP/IP address assignment
§	Provisioning TCP/IP address assignment
§	Subnet TCP/IP assignments
§	TCP/IP Routing assignments
§	TCP/IP Address assignment for SMS-C

Test Operator Web User Interface (OWUI) — I/O Service terminal functionality

§	Verify HTTP access to AnyPath
§	Verify interfaces
§	Cut-through
§	Command line interface (CLI)
§	Voice express menus (Vex)
§	Command line
§	Verify On Line Documentation access

Provide In-Service/Cut-Over Support

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SCHEDULE 1
Supported Parts List for Advanced Exchange

	ADVANCED
	EXCHANGE
SYSTEM	COMCODE	Description
		***

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	ADVANCED
	EXCHANGE
SYSTEM	COMCODE	Description
		***

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	ADVANCED
	EXCHANGE
SYSTEM	COMCODE	Description
		***

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	ADVANCED
	EXCHANGE
SYSTEM	COMCODE	Description
		***

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Appendix 3

Microsoft End User License Agreement

Microsoft Licensing Inc. has contractually obligated Lucent Technologies Inc. to include the following terms, conditions and disclaimers in any agreement for the supply of a bundled product incorporating software licensed from Microsoft Licensing Inc. or its affiliates (“MS”).

Upon delivery of the AnyPath System, you, Customer, will have acquired a device (“Device”) that includes software licensed by Lucent Technologies Inc. from MS. Those installed products of MS origin, as well as associated media, printed materials, and “online” or electronic documentation (“SOFTWARE”) are protected by international intellectual property laws and treaties. The SOFTWARE is licensed, not sold. All rights reserved.

IF YOU DO NOT AGREE TO THIS END USER LICENSE AGREEMENT (“EULA”), DO NOT USE THE DEVICE OR COPY THE SOFTWARE. INSTEAD, PROMPTLY CONTACT LUCENT TECHNOLOGIES INC. FOR INSTRUCTIONS ON RETURN OF THE UNUSED DEVICE(S) FOR A REFUND. ANY USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO USED ON THE DEVICE, WILL CONSTITUTE YOUR AGREEMENT TO THIS EULA (OR RATIFICATION OF ANY PREVIOUS CONSENT).

GRANT OF SOFTWARE LICENSE.   This EULA grants you the following license:

Ø	You may use the SOFTWARE only on the DEVICE.
Ø	NOT FAULT TOLERANT. THE SOFTWARE IS NOT FAULT TOLERANT. LUCENT TECHNOLOGIES HAS INDEPENDENTLY DETERMINED HOW TO USE THE SOFTWARE IN THE DEVICE, AND MS HAS RELIED UPON LUCENT TECHNOLOGIES TO CONDUCT SUFFICIENT TESTING TO DETERMINE THAT THE SOFTWARE IS SUITABLE FOR SUCH USE.
Ø	***
Ø	Note on Java Support. The SOFTWARE may contain support for programs written in Java.   Java technology is not fault tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic

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	control, direct life support machines, or weapons systems, in which the failure of Java technology could lead directly to death, personal injury, or severe physical or environmental damage. Sun Microsystems, Inc. has contractually obligated MS to make this disclaimer.
Ø	No Liability for Certain Damages. EXCEPT AS PROHIBITED BY LAW, MS SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE.   THIS LIMITATION SHALL APPLY EVENT IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL MS BE LIABLE FOR ANY AMOUNT IN EXCESS OF ***.
Ø	Limitation on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Ø	SOFTWARE TRANSFER ALLOWED BUT WITH RESTRICTIONS. You may permanently transfer rights under this EULA only as part of a permanent sale or transfer of the Device, and only if the recipient agrees to this EULA. If the SOFTWARE is an upgrade, any transfer must also include all prior versions of the SOFTWARE.
Ø	EXPORT RESTRICTIONS. You acknowledge that SOFTWARE is of US- origin. You agree to comply with all applicable international and national laws that apply to the SOFTWARE, including the U.S. export Administration Regulations, as well as end-user, end-use and country destination restrictions issued by U.S. and other governments. For additional information on exporting the SOFTWARE, see http://www.microsoft.com/exporting/.

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Attachment M

INTELLIGENT NETWORK

Scope. This Attachment contains additional terms and conditions, which together with the terms and conditions of the Agreement, are applicable with respect to orders for intelligent network (“IN”) products. To the extent of any inconsistency between a specific term of this Attachment and a specific term of the Agreement, the specific term of this Attachment shall govern, but only with respect to IN products. Capitalized terms used in this Attachment shall have the meanings defined in the Agreement unless specifically defined herein.

Warranty Period. The Warranty Period is *** for IN Licensed Materials and *** for IN products.

Pricing Assumptions: IN Products

Pricing for IN products is set forth in Attachment A. In addition, the following assumptions shall apply to purchases of all IN products:

§	Total maximum number of subscribers supported on a given platform will vary based on application. Engineering evaluation is necessary to determine the appropriate configuration based on Customer-specific performance and capacity requirements.
§	Engineering factors supporting a capacity model will be used to determine IN Product sizing (e.g., number of subscribers, busy hour call attempts (transactions) or completions, call holding time, SS7 link utilization percentage, service type and typical transaction mix, etc.).
§	All applications are the current off-the-shelf releases. Off-the-shelf releases provide base release with optional features available at additional pricing.
§	Pricing is based on subscribers or transactions supported by each individual application and minimum subscriber requirements on each individual application. The list price changes with increasing subscriber or transaction volume.
§	Discount levels can also vary based on dollar volume or subscriber levels committed.
§	Customer will provide recommended third-party hardware and software if required for customer care center and recharge card management system.
§	Seller reserves the right to modify the platform and/or application architecture without prior notice, but will notify Customer within a reasonable time prior to such modification being made effective.
§	Seller reserves the right to modify the platform and/or application roadmap without prior notice, but will notify Customer within a reasonable time prior to such modification being made effective.
§	Pricing does not include migration of subscriber data.
§	Pricing does not include any associated switch/mobile switching center, handheld devices, or peripheral equipment software.
§	Pricing does not include engineering and installation.
§	Pricing does not include any custom work required to interface with Customer’s other systems.

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§	Pricing does not include Systems integration testing (“SIT”). SIT is required when two (2) or more IN applications may be deployed on the same platform.
§	Pricing does not include any interoperability testing with third-party network elements such as but not limited to, MSC, HLR, SMSC, billing and network management systems, back-office provisioning and customer care systems.
§	Application prices do not include any products, middleware, maintenance, training, CORBA consultancy, engineering, installation, content or NPI (new product introduction). Product price includes product warranty only. Maintenance is available and quoted separately.
§	Product pricing does not include spares. Maintenance contracts are available which include spares and exchange (“SES”) program. With SES program, Customer is required to buy minimum recommended spares.

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Mobility IN Software Release Upgrade
(SRU) Policy

COMPAS ID: 112947
Version 5.0

1.0 INTRODUCTION

This document sets forth the terms and conditions applicable if Customer is participating in the Mobility IN (“Mobility IN”) SRU Program. SRU is available in all regions and is comprised of two (2) components: Standard Base Release Software and Software Release Upgrade Service, as more fully described below.

2.0 COVERED SOFTWARE

The SRU Program is available for the following intelligent network (“IN”) Software:

§	MiLife Applications Server Platform Software
§	eCS Platform Software
§	eSM Platform Software
§	eMRS Platform Software
§	eCAM Platform Software
§	ASM-III Platform Software
§	PacketIN Platform Software
§	eCS LE Platform Software
§	3G eSAE Platform Software
§	SurePay Suite Application Software

§	eCGS application software
§	RMS application software
§	CCS application software
§	Content Charging application software

§	IS Application Software
§	WIN IP Application Software
§	SHLR Application Software
§	SDHLR Application Software
§	eVPN Application Software
§	MiRingback Application Software

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§	Mobility IN provided Decision Graphs
§	Mobility IN provided Software Tools; customer specific tools are included.
§	Optional Feature Software over and above the base feature Software included in the respective operating Software packages set forth above.
§	Software Updates and Software Upgrades to the Software packages set forth above.
§	Such other Software as Mobility IN may agree in writing.

Nothing herein shall be deemed to deny Mobility IN the right to discontinue products or Software with prior written notice to Customer in accordance with the terms of the Agreement.

3.0 ELIGIBILITY REQUIREMENTS FOR SRU

3.1 Installation Performed by Mobility IN

Standard Base Software Releases made available by Mobility IN are eligible for updating and related services under SRU by Mobility IN. For new customers, SRU shall commence no later than *** following the completion date of initial Software deployment. For existing customers, the SRU offer shall commence upon the expiration of existing IN maintenance agreements and/or the Parties’ agreed-upon date of conversion to the SRU Program. All SRU offers presume Customer has a maintenance agreement in place with Lucent RTS for the same period as SRU covers.

3.2 Other Situations

In all situations not described in Section 3.1 above, Software shall not be eligible for SRU until Mobility IN has made an initial evaluation to determine whether modifications are required to make the IN Software eligible. If, in Mobility IN’s reasonable judgment, modifications are required for this purpose, Mobility IN will provide an estimate to Customer of the costs of making such modifications, including the price for updating the IN Software to a current, supported, Standard Base Software Release. Upon Customer’s written acceptance of the estimate, as evidenced by Customer’s issuance of a Purchase Order, Customer will be billed for any such modifications furnished by Mobility IN in accordance with terms then agreed to by the Parties.

3.3 Customer’s Warranties of Authority

Customer warrants, as a condition of eligibility for the SRU Program, that Customer (or one of its Affiliates) is the owner or lessor of any products that runs the IN Software for which SRU will be provided, or that Customer has the product owner’s written authorization to operate such product and obtain such support services. Customer further warrants that Customer (or one of its Affiliates) is the licensee of the Software for which SRU will be provided.

3.4 Additional Requirements

The SRU Program is offered only for:

§ Products manufactured by Mobility IN

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§	Products manufactured for Mobility IN pursuant to specifications controlled by Mobility IN
§	Products manufactured by contracted third-party vendors and certified by Mobility IN
§	Products supplied by Mobility IN.

The SRU Program is available only on a system basis. To be eligible for the SRU Program, a system must:

§	Have been installed by Mobility IN
§	If not installed by Mobility IN, it must pass an acceptance test to the satisfaction of Mobility IN (unless Mobility IN elects to waive compliance with this requirement in writing).
§	Will be operating on a Standard Base Software Release as defined in Section 11 below.

All Mobility IN systems in Customer’s network must be under the same SRU Program. Some components of the network may be excluded from the SRU Program on a specific case basis.

The SRU Program must be subscribed to continuously in order to continuously receive the benefits from Mobility IN, i.e. Customer must sign up for the SRU Program every year in order to continuously receive the benefits from Mobility IN; provided, however, that the Parties agree that Customer is not required to subscribe to the SRU Program at any time and Customer may cancel its subscription to the SRU Program at any time.

4.0 STANDARD BASE RELEASE SOFTWARE — UPDATES AND UPGRADES

During any period for which Customer has paid the applicable SRU Program fees, or for which the SRU Program is provided at no additional charge under the terms of this Attachment, Mobility IN will:

§	Provide to Customer all Software Updates and Software Upgrades that are made generally available by Mobility IN during such period.
§	Notify Customer of the availability of each Software Update and Software Upgrade. Such notifications shall include a description of the content of the Software Update and Software Upgrade to be provided by Mobility IN, including a list of all new Optional Software Features.
§	Notify Customer of preconditions (e.g., additional hardware) for installing each Software Update and Software Upgrade and/or use of any such new Optional Software Features. The fulfillment of all such preconditions shall be the responsibility of Customer.

Mobility IN shall also update Documentation to incorporate new or revised operating procedures resulting from issuance of Software Update and Software Upgrades. Access to web based Documentation shall be ordered separately for the prices set forth in Attachment A.

If Customer has purchased SRU for Mobility IN platforms and Mobility IN applications, actual Software Updates and Software Upgrades applied to the platforms shall be governed by the respective Mobility IN application software upgrade plan and the Agreement.

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Software Updates and Software Upgrades are individually warranted, and Customer shall have a right to possess and use Software Updates and Software Upgrades, as provided in the Agreement. Subject to the terms and conditions of the Agreement, if Customer fails to pay any applicable SRU fees for Software Updates and Software Upgrades, the following applies:

§

Licenses granted to Customer under the Agreement for Licensed Software, including prior Software Updates and Software Upgrades properly in Customer’s possession, for which Customer has fully paid all applicable SRU fees, shall not be voided.

§

Customer acknowledges that if Customer fails to continue to pay SRU fees, Customer shall not receive any permanent warranty fixes embodied in subsequent Software Updates and/or Software Upgrades, but nothing herein shall be deemed to deprive Customer of any program corrections, work around procedures or other temporary or permanent fixes to which Customer may be entitled in respect of Software warranty defects noticed to Mobility IN during the applicable Warranty Period or under any RTS program.

Mobility IN shall not be deemed to be in breach of its Software warranty obligations under the Agreement with respect to an identified defect if Mobility IN has furnished or intends to furnish, within a reasonable timeframe, a permanent warranty fix in a no-cost Software Update or Software Upgrade available to Customer, and Customer shall have no claim for refund or credit under such warranty provisions in such circumstances. Nothing herein shall excuse Mobility IN of any obligation Mobility IN may have under applicable warranty provisions or RTS program to use all reasonable efforts to effect such a temporary fix pending availability of a permanent fix.

SRU entitles Customer to use the features and functionality delivered with Software Updates and Software Upgrades, including, but not necessarily limited to:

§	Software to support base system improvements, including performance and operations
§	Compatibility of existing features with the new release
§	New base/standard Software features and functionalities
§	Permanent and/or temporary fixes of problems in prior Software releases

When purchasing SRU, Customer is not entitled to the following:

§ Use of Optional Software Features resident in a Software Update or Software Upgrade, except to the extent that Customer has separately paid the applicable license fees for the use thereof.

In the event that Customer elects not to install Software Update(s) or Software Upgrade(s), upon expiration of product life cycle, Customer shall be responsible for paying a separate fee for integration, testing, installation and any other applicable services to the extent such services are requested by Customer.

Nothing in this Attachment shall be deemed to require Mobility IN to make any new specific Software features and/or enhancements of Software available as part of Mobility IN’s Software Updates or Software Upgrades. ALL Software Updates and Software Upgrades that may be

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provided by Mobility IN under the SRU Program are provided as available. Mobility IN shall have the sole right to determine whether a new functionality shall be a new Base Software Feature or functionality or an Optional Software Feature. Further, Mobility IN has the sole right to determine the Software release level in which any feature/functionality is made available, and shall have no obligation to implement new functionality on an older software release.

Mobility IN reserves the right to determine the number of Software Updates and Software Upgrades that will be issued each calendar year for each type of Software covered by SRU. Mobility IN does not commit that any Software Updates and Software Upgrades will ultimately be released, made generally available and, therefore, provided during the term that Customer subscribes to the SRU Program. Mobility IN does not warrant that any specific features or functionality will be included in any Software Updates and Software Upgrades that may be provided under the SRU Program prior to the time that a Software Update and Software Upgrade is released and made generally available to all SRU subscribers.

ALL Software Updates or Software Upgrades provided by Mobility IN under the SRU Program may have performance/capacity impacts to systems. Customer shall not hold the same expectations to the performance/capacity of systems after a Software Update or Software Upgrade has been carried out to the extent that Mobility IN has notified Customer in writing of such performance/capacity impacts. Mobility IN SRU Program does not cover any additional hardware requirements due to reengineering the performance/capacity of systems.

Nothing contained in this Section 4.0 shall limit Lucent’s warranty obligations to Customer.

5.0 SOFTWARE RELEASE UPGRADE SERVICE

5.1 Software Delivery

Upon receipt of notice of availability of a Software Update or Software Upgrade, Customer may indicate its desire to obtain the update as follows:

5.1.1 Software Upgrade

Software Upgrades must be scheduled. Customer may request Software Upgrades through its customer team sales representative.

5.1.2 Software Update

Customer may install Software Updates using Mobility IN-provided Operations, Administration and Maintenance documentation and release notes. If requested by Customer, Software Updates can be supported by NPI/integration Services and/or RTS under a separate arrangement with Customer.

5.1.3 Medium of Delivery

Software Updates and Software Upgrades shall be delivered by Mobility IN in such medium (e.g., CD-ROMs, DVD-ROMS, or tapes), as Mobility IN shall determine at its reasonable discretion.

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5.2 Pre-Installation Support

Mobility IN shall furnish to Customer Documentation relating to Software Updates and Software Upgrades that contains information regarding the preconditions to installation that must be fulfilled by Customer and instructions to be followed during installation. It is Customer’s obligation to become familiar with this material prior to commencing any self-installation of a Software Update or Software Upgrade.

5.3 Software Upgrade Support

In addition to standard pre-installation and installation support, Mobility IN will provide to Customer additional tools as needed to support a Software Upgrade under the SRU Program. A Software Upgrade may require the use of specialized software tools and procedures to evolve existing databases or translations in order to make a product ready to receive and operate a new Major Release. Software Upgrade procedures will vary from Major Release to Major Release.

6.0 COMMENCEMENT OF SRU PROGRAM

6.1 General

SRU is subscribed for a *** *** and then annually thereafter.

In accordance with the terms set forth in Attachment A to the Agreement, the SRU Program fee for a *** period will be determined based on the Mobility IN platforms deployed and application Subscribers existing on *** of the previous year.

6.2 Newly Purchased Mobility IN Systems

If Mobility IN supplies to Customer Newly Purchased System(s) comprised of Mobility IN’s equipment, then Customer shall in consideration of payment of the SRU pricing when the system(s) is deployed be entitled to SRU. This support starts on the day that installation and integration of the system is complete, when Mobility IN performs the installation of the system. If Mobility IN does not install all of the system, such support will be provided only upon written request of Customer made within *** of completion of installation of the system and after the system has been deemed eligible for such support.

6.3 Additional Mobility IN Systems

If Customer has existing systems covered by SRU, any new Mobility IN-manufactured or furnished system deployed by Customer, whether or not it is purchased directly from Mobility IN, shall receive SRU coverage, at an additional charge based on incremental Mobility IN platforms and applications deployed, for the remainder of the SRU Program cycle in which the deployment occurs. This support starts on the day that installation and

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integration of the system is complete, when Mobility IN performs the installation of the system. If Mobility IN does not install all of the system, such support will be provided only upon written request of Customer made within thirty (30) days of completion of installation of the system and after the system has been deemed eligible for such support.

6.4 Additions of Non-Lucent Systems/Software

If Customer obtains from any third party additional systems then providing service to the public, by purchase, lease, merger or otherwise, such acquired systems shall not automatically be included in the group of Customer’s systems covered by SRU.

If non-Lucent Software is installed on any of the Mobility IN platforms, the SRU Program cannot guarantee there will be no impact on non-Lucent Software once Software Update or Software Upgrade under SRU is carried out.

7.0 RENEWALS

For as long as Mobility IN continues to offer SRU as described in this Attachment, Customer’s SRU may be renewed at the end of a *** period or the exhaust date of the current SRU program. Unless Customer notifies Mobility IN in writing to the contrary no later than *** prior to the end of their current maintenance or SRU program, Customer’s existing SRU Program shall automatically be renewed at the SRU pricing in effect in the current contractual period if all conditions are the same as the current contractual period. If the SRU Program is allowed to expire within the same calendar year, upon reinstatement, the prorated SRU payment for the expired period set forth in Attachment A will be assessed to restart the SRU Program.

8.0 SRU CHARGES AND INVOICING

8.1 Standard Charges for SRU

SRU is based on an annual fee, specified in Attachment A to the Agreement, that is payable in advance. Annual fees are based on Mobility IN platforms deployed and applications Subscribers. A quarterly payment option is supported.

8.2 Invoicing

All invoices rendered for SRU shall be due in accordance with the terms of the Agreement. Customer will receive the SRU Program invoice *** prior to the expiration date of the then-current SRU Program. SRU will be terminated if Customer fails to pay the invoice as provided in the Agreement.

9.0 TERMINATION OF SRU PROGRAM

Customer may terminate any effective SRU Program, but no such termination and no modification shall be effective except upon *** prior written notice to Mobility IN. In the event of any such termination by Customer as described herein, a pro-rated refund of the applicable fees previously paid or due for such calendar year shall be payable to Customer within

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thirty (30) days of termination. Nothing herein shall be deemed to excuse Mobility IN from any general support obligation set forth elsewhere in the Agreement.

10.0 SOFTWARE UPGRADE SUPPORT POLICY

10.1 Normal Progression/Skipping

Mobility IN’s Software is designed for sequential Software Upgrades progression (for example, eCS Major Release X to eCS Major Release X+l). Under the annual SRU Program, no Major Release can be skipped.

10.2 Major Release Life Cycle Ratings

Software ratings apply to Major Releases. SRU does not alter these ratings. Once a Major Release becomes generally available to Mobility IN customers, it begins to migrate through three (3) product ratings during its life cycle: Standard Availability (SA), Limited Availability (LA), and Discontinued Availability (DA) . Different rated Major Releases are subject to different levels of support and use. The length of time that a Major Release remains at each product rating varies depending upon Mobility IN’s schedule for issuing new Major Releases.

When a Software release has been declared generally available, it moves into the SA stage and remains in that classification until the next sequential Major Release has been declared generally available, at which time the original release moves down in rating. For example, once made generally available, Major Release X will remain SA until Major Release X+l is issued. At that time, Major Release X will move down one rating to LA. With issuance of Major Release X+2, Major Release X will move down to the final DA rating.

Any Software Update that is issued during a rating period will not change or otherwise affect the rating of a Major Release. For example, if while eCS Major Release X is rated SA, Mobility IN issues a Software Update for that release, Major Release X shall retain its SA rating. Such Software Update shall be considered part of the Major Release and will have the same rating as that Major Release.

10.3 Support Available for Differently Rated Major Releases

SRU will only apply to releases that are orderable. Customers are required to upgrade their component software to the Standard Base Software Release during the term of the Software support life cycle.

11.0 TERMINOLOGY

For purposes of this Attachment, the following additional definitions shall apply:

“SRU Program” and “SRU” means the optional program under which Mobility IN offers to Customer Software Updates and Software Upgrades for which Customer has paid the applicable fee, as more particularly described in this Attachment.

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“Newly Purchased Systems” means the initial equipment or Mobility IN application deployed by Customer in a market for which installation and integration has been completed, rendering it commercially viable.

“Optional Software Feature” means a feature or functionality of Software resident in a Software Update or Software Upgrade but which is not licensed to Customer as part of SRU and is available for use by Customer only if Customer pays the applicable separate license fee therefore.

“Software Release Upgrade Service” means the Services described in Section 5.0 above.

“Standard Base Software Release” means the two (2) most recent Major Releases that have been declared generally available. For example, if Major Release X is the latest generally available release, it and Major Release X-l are considered Standard Base Software Releases.

“Subscriber” means a user of Customer’s wireless telecommunications services

“Standard Availability” or “SA” means:

§	A Software release has become generally available
§	Fixes for non-service-affecting engineering complaints (EC) will be provided in the next standard release.
§	Retrofit and growth will be supported
§	Software support levels include remedies for Severity Level 1 through 4 problems.
§	Periodic Software Updates will be provided to Customer with corrections requested by Customer as well as corrections requested by other customers.

“Limited Availability” “LA” means:

§	LA rating is applied near the end of the software life cycle and designates when Mobility IN product is no longer orderable for a newly purchased system.
§	Transitional support, depending upon customer need and resource availability, will vary with each service and release
§	Retrofits and terminal growth services are available

“Discontinued Availability” (“DA”) means:

§	Customer receives one year notice of DA prior to effective date
§	Software is isolated from current updates and any Software Update activity
§	No updates will be issued unless otherwise agreed upon and limited to ***.
§	No request will be honored unless otherwise agreed upon and is a billable item.
§	Information on DA’d release can be de-archived only within the first year of becoming discontinued.
§	Availability of services (such as growth) that require archived information is limited to the first year after a product has DA status
§	Growth is provided only for the most recent release with a DA rating.

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§	Engineering complaints (EC’s) are no longer addressed.
§	Lucent does not retain test laboratories for releases within a DA rating.
§	Any fix or work around provided within this rating is tested in Customer’s system.
§	Essential support attempts to provide a workaround fix or a retrofit-based workaround for an outage, call processing, or billing problem.
§	There is no assurance that a workaround or a fix will be available for a problem.
§	A workaround fix would be applied by a craft or overwrite only and the customer copy of the Software release is the sole vehicle of any fix or work around.
§	Any support may be billable to Customer.
§	On older than most current DA Release will have to follow a different process as migration is no longer supported as a standard product. The customer will need to contract Lucent to develop a custom migration plan.

Notes:

1.	Any service that is not offered for a DA’d release will be a billable service.
2.	In-hours support is limited to information and resources available for a DA’d release.
3.	Out-of-hours support for a DA’d release is restricted to outage situations only.

“End of Life” means:

§	*** after effective DA
§	Software no longer supported in any manner

“Severity Levels” shall have the meanings set forth in Attachment D.

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EX-10.5

Exhibit 10.5

AMENDED AND RESTATED

SERVICES AGREEMENT

by and between

METROPCS WIRELESS, INC.

and

ROYAL STREET COMMUNICATIONS, LLC

CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, METROPCS, C9 WIRELESS AND ROYAL STREET COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES

*** Where this marking appears throughout this Exhibit 10.5, information has been omitted pursuant to a request for confidential treatment and such information has been filed with the SEC separately.

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
1.1 Definitions		1
1.2 Capitalized Terms		8
ARTICLE II AUTHORITY		8
2.1 Control of Royal Street		8
2.2 Specific Limitations		8
2.3 Bank Accounts		9
2.4 Checks		9
2.5 Excluded Services		9
ARTICLE III SERVICE AND SUPPORT OBLIGATIONS OF METROPCS		10
3.1 General		10
3.2 Specific Responsibilities		10
ARTICLE IV ASSISTANCE OF METROPCS IN PREPARING BUDGETS AND BUSINESS PLANS		11
4.1 General		11
4.2 Support With Annual Budgets		11
4.3 Support With Business Plans		11
ARTICLE V TECHNICAL ASSISTANCE TO BE OFFERED BY METROPCS		11
5.1 Build Out		11
5.2 Telephone Numbers		14
5.3 Reciprocal Roaming Arrangements		15
5.4 Interconnection Agreements		15
5.5 Interexchange Service		16
ARTICLE VI OTHER UNDERSTANDINGS		16
6.1 Service Interruptions		16
6.2 Customer Relations		16
6.3 Calling Plans		16
6.4 Performance Standards		17

CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, METROPCS, C9 WIRELESS AND ROYAL STREET COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES

TABLE OF CONTENTS

	Page
ARTICLE VII REPORTS AND AUDITS		17
7.1 Alarm Monitoring and Reports		17
7.2 Traffic Reports		17
7.3 Billing Information		17
ARTICLE VIII METROPCS’S PERSONNEL		18
8.1 General		18
8.2 Independent Contractors		18
ARTICLE IX APPROVALS		19
9.1 Royal Street Supervisor		19
9.2 Time Schedule for Approval		19
9.3 Failure to Approve		19
ARTICLE X COMPENSATION TO METROPCS		20
10.1 Reimbursement		20
10.2 Support Services Fees		21
10.3 Offsets		21
ARTICLE XI ROYAL STREET PROVISION OF WHOLESALE SERVICES TO METROPCS		22
11.1 Coordination of System Capacity		22
11.2 Expansion of System Capacity		22
11.3 Allocation of Capacity		22
11.4 Royal Street’s Right to Sell Wholesale PCS Service		22
11.5 Royal Street Responsibility for Royal Street Customers		23
11.6 MetroPCS Responsibility for MetroPCS Customers		23
ARTICLE XII FEES FOR WHOLESALE SERVICE		23
12.1 Wholesale Services Fees		23
12.2 Fees Exclusive of Taxes and Other Assessments		24
12.3 Most Favored Nation		24
ARTICLE XIII		24
13.1 Wholesale Services Payment Procedures		24
13.2 MetroPCS Support Services Payment Procedures		25
13.3 Out-Of-Pocket Expenses		25
13.4 Disputes		25

CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, METROPCS, C9 WIRELESS AND ROYAL STREET COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES

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TABLE OF CONTENTS

	Page
13.5 Suspension of Services		25
13.6 Audits		25
ARTICLE XIV APPLICABLE TAXES		26
14.1 Payment of Taxes		26
14.2 Taxes on Royal Street’s Lease of Equipment and Facilities and MetroPCS’s Pro vision of Services		26
14.3 Taxes on MetroPCS’s Purchase of MetroPCS Wholesale Services		27
14.4 Cooperation		27
ARTICLE XV ACCOUNTING AND REPORTS		28
15.1 Books and Records		28
ARTICLE XVI TERM AND TERMINATION		28
16.1 Term		28
16.2 Termination		29
16.3 Transition		31
16.4 Remedies in Lieu of Termination		31
ARTICLE XVII INTELLECTUAL PROPERTY AND TRADEMARKS		32
ARTICLE XVIII COMPLIANCE WITH LAWS		32
18.1 Compliance with the Communications Act		32
18.2 No Violation		32
18.3 Preservation of Control		32
18.4 Regulatory Submissions		32
18.5 Modification or Amendment of this Agreement		33
ARTICLE XIX INDEMNIFICATION		33
19.1 General		33
19.2 Indemnification Procedure		34
19.3 Mitigation of Damages		35
19.4 Claim of Infringement		35
ARTICLE XX REPRESENTATIONS AND WARRANTIES		35
20.1 Organization, Standing and Authority		35
20.2 No Violation		36
20.3 Consents and Approvals		36
20.4 Regulatory Compliance of Facilities		36

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TABLE OF CONTENTS

	Page
20.5 MetroPCS’s Covenant of Workmanlike Quality		36
ARTICLE XXI LIMITATION OF LIABILITY		37
21.1 Limitations of Responsibility		37
21.2 Limitations of Damages		37
21.3 Limitations of Liability		37
21.4 Further Limitations		38
ARTICLE XXII CONFIDENTIALITY		38
22.1 General		38
22.2 Obligation to Protect Proprietary Information		38
22.3 Judicial or Administrative Proceedings		39
22.4 Loss or Unauthorized Use		39
22.5 Nondisclosure Agreements		39
22.6 Termination		39
22.7 Irreparable Injury by Disclosure to Competitors		39
22.8 Survival of Nondisclosure Obligations		40
ARTICLE XXIII GENERAL PROVISIONS		40
23.1 Americans With Disabilities Act		40
23.2 Amendment		40
23.3 Assignment		40
23.4 Attachments		40
23.5 Cooperation		40
23.6 Costs, Expenses and Attorneys’ Fees		41
23.7 Dispute Resolution		41
23.8 Entire Agreement		41
23.9 Execution		41
23.10 Force Majeure		41
23.11 Good Faith Performance		41
23.12 Governing Law		42
23.13 Insurance		42
23.14 Joint Work Product		42
23.15 Labor Relations		42

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TABLE OF CONTENTS

	Page
23.16 No Waiver		42
23.17 Nonexclusive Dealings		43
23.18 Notices		43
23.19 Publicity		44
23.20 Regulatory Filings		44
23.21 Relationship of Parties		44
23.22 Rules of Construction		44
23.23 Severability		45
23.24 Third Party Warranties		45
23.25 Third Party Beneficiaries		45
23.26 Use of Contractors and Agents		45
23.27 Venue; Waiver of Jury Trial		46
APPENDIX A
Master Equipment and Facilities Lease Agreement
APPENDIX B
Wholesale Services Fees

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SERVICES AGREEMENT

     This Amended and Restated Services Agreement (this “Agreement”) is executed on December 15, 2005 as of November 24, 2004, by and between Royal Street Communications, LLC, a Delaware limited liability company, with its principal offices located at 611 Hill Street, Southampton, NY 11968 (“Royal Street”), and MetroPCS Wireless, Inc., a Delaware corporation, with its principal offices located at 8144 Walnut Hill Lane, Suite 800, Dallas, Texas (“MetroPCS”). Individually, each of Royal Street and MetroPCS is a “Party” and collectively they are “Parties.”

RECITALS

     WHEREAS, Royal Street and MetroPCS desire to enter into an agreement pursuant to which MetroPCS agrees, upon request and at all times subject to Royal Street’s oversight, review, supervision and control, to provide support services in connection with the design, construction, maintenance and operation of a broadband PCS System that is technically and operationally compatible with systems owned and operated by MetroPCS in the event that Royal Street is a Successful Bidder in Auction No. 58;

     WHEREAS, Royal Street has concluded that it is in Royal Street’s best interest to devote a portion of its network capacity to the sale of PCS Service to MetroPCS on a wholesale basis, and MetroPCS wishes to enter into an agreement to facilitate this Royal Street plan;

     WHEREAS, the parties desire to amend and restate in its entirety the Services Agreement, which originally was entered into as of November 24, 2004, by and between Royal Street and MetroPCS;

     WHEREAS, Royal Street and MetroPCS desire to enter into this Agreement on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions

     For purposes of this Agreement, and in addition to the terms defined elsewhere in this Agreement and in the LLC Agreement, the following terms have the following meanings:

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     “Act” or “Communications Act” means the Communications Act of 1934, as amended by, inter alia, the Telecommunications Act of 1996, codified at 47 U.S.C. § 15l, et seq., as it may be amended in the future, including the rules, regulations and policies of the FCC.

     “Affiliate” shall mean, with respect to any Person, any Person directly or indirectly Controlling, Controlled by, or under Common Control with such other Person at any time during the period for which the determination of affiliation is being made. For the purposes of this Agreement, “Control” (including the correlative meanings of the terms “Controlled by” and “under Common Control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “Agreement” means this Services Agreement entered into between MetroPCS and Royal Street, and any amendments thereto.

     “Ancillary Agreements” shall mean the Services Agreement, the Credit Agreement and the related agreements appended thereto.

     “Annual Budget” shall have the meaning set forth in Section 2.9(a) of the LLC Agreement.

     “Applicable Law” means, with respect to any Person, any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, franchise, license or permit of, or any interpretation or administration of any of the foregoing by, any Governmental Entity, whether in effect as of the date hereof or thereafter, and in each case as amended, applicable to such Person or its Affiliates or their respective assets.

     “Associated MetroPCS CMRS System” means a MetroPCS CMRS System with which the Royal Street System is compatible.

     “Auction No. 58” means the Broadband PCS Auction conducted by the FCC as described in Public Notice, DA-04-3005 (rel. Sep. 16, 2004).

     “Auction Process” means the process and procedure through which those Licenses being auctioned by the FCC in Auction No. 58 were offered to qualified bidders commencing with preparation and filing of FCC Form 175 for Auction No. 58 through the award of any License for which Royal Street is the Successful Bidder.

     “Breach Notice” shall have the meaning set forth in Section 16.2(a)(i)(A) of this Agreement.

     “BTS” means a Base Transceiver Station.

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     “Budget Officer” shall have the meaning set forth in Section 2.9(a) of the LLC Agreement.

     “Build-Out” means the construction of a Commercial Mobile Radio Service system in accordance with Applicable Law and the rules and regulations promulgated by the FCC.

     “Business Plan” shall have meaning set forth in Section 2.10(a) of the LLC Agreement.

     “CALEA” means the Communications Assistance for Law Enforcement Act of 1994 (47 U.S.C. § 1001 et seq.).

     “CDMA” shall refer to the Code Division Multiple Access broadband technology.

     “Cell Site” means the physical location of Cell Site Equipment.

     “Cell Site Equipment” means the physical facilities, including, but not limited to, any real property interests, transmitters, receivers, transceivers, transceiver cabinets, antenna systems, transmission lines, BTSs, RF combining and filtering equipment, multi-carrier channel amplifiers, power supplies, outdoor cabinets and/or shelters, environmental conditioning equipment, alarm and monitoring equipment and other miscellaneous equipment and facilities located at a Cell Site or BTS, as the case may be, and used to transmit and receive wireless communications in connection with a CMRS System and to alarm and monitor the CMRS System.

     “Chief Executive Officer” or “CEO” shall refer to the chief executive officer of Royal Street as designated by the Management Committee pursuant to the LLC Agreement.

     “Claims” shall have the meaning set forth in Section 19.1 of this Agreement.

     “Commercial Mobile Radio Service” or “CMRS” means a commercial mobile radio service as defined in 47 C.F.R. § 20.3.

     “Commercial Service” shall mean the provision in exchange for consideration of wholesale or retail PCS service by a licensee to at least one unaffiliated customer or subscriber.

     “Construction Group” shall have the meaning set forth in Section 5.1 (a) of this Agreement.

     “Construction Plan” shall have the meaning set forth in Section 5.1(c) of this Agreement.

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     “Construction Schedule” shall have the meaning set forth in Section 5.1 (a) of this Agreement.

     “Credit Agreement” means the Second Amended and Restated Credit Agreement by and between MetroPCS and Royal Street executed on December 15, 2005 as of December 22, 2004, as that agreement may be amended from time to time.

     “Effective Date” means the date of the release of a Public Notice by the FCC announcing that Royal Street was the high bidder on any license or licenses that were subject to auction in Auction No. 58.

     “Equipment and Facilities” means such equipment, facilities, databases, data processing services, software, and such other Intellectual Property, hardware, functions, real property, and services employed in the operation of a CMRS System.

     “Equipment and Facilities Lease Agreement” means the form of Master Equipment and Facilities Lease Agreement set forth in Appendix A hereto.

     “Failed Services” shall have the meaning set forth in Section 16.4 of this Agreement.

     “FCC” means the Federal Communications Commission created pursuant to the Act, or any successor agency.

     “Final Order” means an order as to which the time for filing a request for administrative or judicial relief, or for instituting administrative review sua sponte, shall have expired without any such filing having been made or notice of review having been issued; or, in the event of such filing or review sua sponte, as to which such filing or review shall have been disposed of favorably to the order and the time for seeking further relief with respect thereto shall have expired without any request for such further relief having been filed.

     “GAAP” shall mean United States generally accepted accounting principles in effect from time to time.

     “Governmental Entity” means any government or political subdivision thereof, including without limitation, any state, regional or municipal authority, any governmental department, ministry, commission, board, bureau, agency, regulatory authority, instrumentality, judicial, or administrative body, having jurisdiction over the matter or matters in question.

     “Indemnified Party” shall have the meaning set forth in Section 19.1 of this Agreement.

     “Indemnifying Party” shall have the meaning set forth in Section 19.1 of this Agreement.

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     “Independent Contractor” means a Person unaffiliated with MetroPCS who provides services involved in operating the Royal Street Systems.

     “Intellectual Property” means ideas, patents, patent applications, copyrights, trade secrets, software and technology, but specifically excludes trademarks, service marks, trade names, and brands.

     “LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Royal Street Communications, LLC, executed on December 15, 2005 as of November 24, 2004, by and among MetroPCS Wireless, Inc., GWI PCS1, Inc. and C9 Wireless, LLC, as that agreement may be amended from time to time.

     “License” means any license for which Royal Street is a Successful Bidder.

     “Licensed Area” means the Cellular Geographic Service Area, the Major Trading Area or the Basic Trading Area (as those terms are defined in the FCC’s rules) in which Royal Street or MetroPCS is licensed by the FCC to provide CMRS Service.

     “Management Committee” means the governing committee of Royal Street as set forth in the LLC Agreement.

     “Market” means the geographic area(s) in which Royal Street is authorized by the FCC to provide Commercial Mobile Radio Service.

     “MetroPCS Brand Wireless Services” means retail CMRS Services marketed under the MetroPCS trademark(s), whether by MetroPCS or by Royal Street.

     “MetroPCS CMRS System” means any CMRS System owned or operated by MetroPCS or used by MetroPCS to provide a MetroPCS Brand Wireless Service, except that it shall not include any of the Royal Street Systems.

     “MetroPCS Wholesale Service” means the wholesale PCS Service that Royal Street provides to MetroPCS in the Royal Street Licensed Area.

     “MetroPCS Wholesale Services Fee” shall have the meaning set forth in Section 12.1 of this Agreement.

     “Monthly Fee” shall have the meaning set forth in Section 10.2(a) of this Agreement.

     “Network” means the telecommunications infrastructure, whether leased or owned, that Royal Street uses to provide MetroPCS Wholesale Service.

     “Network Service” means the services provided by MetroPCS to Royal Street under this Agreement that Royal Street uses to provide PCS Service in the Royal Street Licensed Area using the spectrum licensed by the FCC to Royal Street.

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     “Other Network Service” means the Network Services that Royal Street uses to provide Wholesale Services to Other Royal Street Customers in the Royal Street Licensed Area.

     “Other Royal Street Customer” means a customer other than MetroPCS to PCS Service provided by Royal Street on a wholesale basis and a customer other than MetroPCS that has entered into a contract to take PCS Service from Royal Street on a wholesale basis.

     “Other Wholesale Services” means the Wholesale PCS Services that Royal Street provides to Other Royal Street Customers in the Royal Street Licensed Area.

     “Out-of-Pocket Expenses” shall have the meaning given in Section 10.1.

     “PCS” or “PCS Service” means the personal communications services and related telecommunications services authorized by Part 24 of the FCC’s rules.

     “PCS System” means the radio frequency and associated Equipment and Facilities necessary to permit mobile or portable PCS customer premises equipment to communicate with the PSTN or other interconnected telecommunications network for the provision of PCS Service.

     “PSTN” means the Public Switched Telephone Network.

     “Party” means either Royal Street or MetroPCS. “Parties” means Royal Street and MetroPCS.

     “Person” means any natural person or any sole proprietorship, corporation, limited liability corporation or company, partnership, limited partnership, limited liability partnership, joint venture, or other business entity, but shall not include any Governmental Entity or organization.

     “Planning Group” has the meaning set forth in Section 2.10(a) of the LLC Agreement.

     “Proprietary Information” means information of a confidential and proprietary nature that a Party has the right to possess, and that the Party maintains in confidence.

     “Remitting” shall have the meaning set forth in Section 14.1 of this Agreement.

     “Royal Street Equipment and Facilities” means the Equipment and Facilities, whether owned or leased, employed by Royal Street in the operation of its CMRS systems as such Equipment and Facilities may change from time to time, including, but not limited to, Cell Sites, Cell Site Equipment, switches, transport facilities, interconnection services and transport service.

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     “Royal Street System(s)” means the CMRS system(s) licensed to, constructed and operated by Royal Street in each of the Markets.

     “Successful Bidder” means any Person that is awarded one (1) or more license(s) by the FCC pursuant to the Auction Process related to Auction No. 58.

     “Support Services” means the services provided by MetroPCS to Royal Street to assist in the construction, maintenance and operation of a broadband PCS System as set forth in greater detail in Articles I through X of this Agreement.

     “Support Services Fee” shall have the meaning set forth in Section 10.2(a) of this Agreement.

     “System Capacity” means the total number of minutes of use that the Royal Street System in a Market is designed to provide at the bouncing busy hour, as that capacity may be determined through Royal Street’s business and budget planning process.

     “Systems Contact” shall have the meaning set forth in Section 8.1 (a) of this Agreement.

     “Tax” means any federal, state, local or foreign income, profits, franchise, gross receipts, environmental, customs duty, stamp, payroll, sales, employment, disability, use, property, withholding, excise, production, value added, occupancy or other tax, duty or assessment of any nature whatsoever, including Universal Service Charge contributions or fees, together with all interest, penalties and additions imposed with respect to such amounts.

     “Technical Services Plan” shall have the meaning given in Section 5.1(e).

     “Trademark” means trademark, service mark, trade name, logo, brand or similar distinguishing mark.

     “Unfettered Access” means such physical access by Royal Street as is in accordance with the rules, regulations and published decisions of the FCC.

     “Voting Securities” means any securities or other interests entitled to vote in the ordinary course in the election of directors or of Persons serving in similar governing capacity of any Person, including the voting rights attached to such securities or other interests.

     “Wholesale Commitment” shall have the meaning set forth in Section 11.3 of this Agreement.

     “Wholesale Services” means the provision of PCS Service by Royal Street on a wholesale basis to MetroPCS or to Other Royal Street Customers.

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1.2 Capitalized Terms

     Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the LLC Agreement.

ARTICLE II

AUTHORITY

2.1 Control of Royal Street

     MetroPCS shall have responsibility for the day-to-day operations of Royal Street subject to the direction and control of the Management Committee. In accordance with the foregoing, it is the Parties’ express intention, understanding and agreement that the Management Committee and officers of Royal Street, acting pursuant to the authority granted them under the LLC Agreement or by the Management Committee, shall retain authority and ultimate control over the day-to-day operations of Royal Street; the determination and implementation of policy and business strategy; the preparation and filing of all materials with the FCC and other Governmental Entities; the employment, supervision and dismissal of all personnel providing services under this Agreement; the payment of all financial obligations and operating expenses (except for Out-of-Pocket Expenses); and the negotiation of all contracts to be entered into by Royal Street. The Parties agree that Royal Street shall retain Unfettered Access to all Equipment and Facilities associated with the Royal Street Systems and shall receive all monies and profits and bear the risk of loss from the operation of the Royal Street Systems.

2.2 Specific Limitations

(a) In addition to those matters elsewhere listed in this Agreement for which Royal Street’s prior approval is required, MetroPCS shall not have authority to undertake any of the following actions without Royal Street’s prior written authority:

(i)	modify or take actions inconsistent with the Annual Budget, Business Plan, Construction Schedule, Construction Plan or Technical Services Plan as approved by the Management Committee;
(ii)	establish or alter the terms and conditions upon which Royal Street offers CMRS;
(iii)	initiate or settle any legal action or litigation in the name of Royal Street or the Royal Street Systems
(iv)	prepare any filings with the FCC or any other Governmental Entity with respect to any Royal Street System.

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(b) In no circumstances shall MetroPCS have authority to undertake any of the following actions:

(i)	sell, trade or surrender any of the Licenses, or attempt to materially modify any of the Licenses;
(ii)	sign or make any filings with the FCC or any other Governmental Entity with respect to any Royal Street System; or
(iii)	cause Royal Street to incur any debt for borrowed money or to grant a security interest in or to hypothecate any assets of any Royal Street System.

2.3 Bank Accounts

     All expenses associated with the operation of the Royal Street Systems, except for Out-of-Pocket Expenses, shall be paid from Royal Street’s accounts. There shall be no commingling of Royal Street’s and MetroPCS’s funds.

2.4 Checks

     Royal Street may by written designation authorize a MetroPCS representative to sign checks or send wire payments for non-recurring expenses in amounts less than *** and to sign other checks or send other wire payments in amounts less than *** for recurring expenses, provided all such expenditures are in accordance with the approved Annual Budget. MetroPCS shall promptly send to Royal Street copies of all such checks written or wire payments sent for the Royal Street Systems, along with accompanying invoices.

2.5 Excluded Services

     The Parties acknowledge and agree that Royal Street will be wholesaling certain network telecommunications services to MetroPCS and that MetroPCS will utilize the purchased services to provide retail telecommunications services to end users. Royal Street also is reserving certain system capacity to enable it to wholesale network telecommunications services to Persons other than MetroPCS and, if the Management Committee so determines, to sell retail services to the public. This Agreement is not intended and shall not be construed to prevent Royal Street from offering PCS Service on a retail basis. Royal Street shall ensure that the reserved percentage of the capacity is available for Other Royal Street Customers. The Parties agree to negotiate in good faith on the terms and conditions, including price, under which MetroPCS shall, upon request of Royal Street, provide support services on commercially reasonable terms with respect to Royal Street provision of capacity to such Other Royal Street Customers, provided that the price agreed to shall not exceed ***.

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ARTICLE III

SERVICE AND SUPPORT OBLIGATIONS OF METROPCS

3.1 General

     MetroPCS shall upon the request of Royal Street, in accordance with directions and guidance from Royal Street and subject to the limitations on MetroPCS’s authority described in ARTICLE II, assist Royal Street in the construction and operation of the Royal Street Systems. To this end, MetroPCS shall, upon request, assist Royal Street by providing or arranging for: (i) administrative, accounting, billing, credit, collection, insurance, purchasing, clerical and such other general services as may be necessary to administer the Royal Street Systems; (ii) operational, engineering, maintenance, repair and such other technical services as may be necessary to operate the Royal Street Systems; and (iii) if requested by Royal Street in accordance with Section 2.2 (a)(iv), assistance in the preparation of filings with regulatory authorities. Royal Street shall compensate MetroPCS for its services in accordance with the terms of ARTICLE X of the Agreement.

3.2 Specific Responsibilities

     MetroPCS shall, upon request of Royal Street, in accordance with directions and guidance from Royal Street and the Royal Street-approved Business Plan and Annual Budgets and subject to the limitations on MetroPCS’s authority described in ARTICLE II, assist Royal Street in supervising, directly or through agents or subcontractors, day-to-day operations of the Royal Street Systems, and such additional activities integral to the operation of the Royal Street Systems such as:

(a)	negotiating, as agent for Royal Street, such agreements as may be necessary for the provision of services, supplies, office or other types of space, utilities, insurance, concessions and the like;
(b)	constructing the Royal Street System in accordance with the Technical Services Plan to be developed by Royal Street;
(c)	maintaining the Royal Street Systems and monitoring the performance of the Royal Street Systems in accordance with MetroPCS’s established procedures and practices;
(d)	implementing roaming agreements; and
(e)	at Royal Street’s request assisting Royal Street in accordance with Section 2.2(a)(iv) in the preparation of filings, applications, reports and other matters with Governmental Entities.

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ARTICLE IV

ASSISTANCE OF METROPCS IN PREPARING
BUDGETS AND BUSINESS PLANS

4.1 General

(a)	In developing the Royal Street Systems and the related Annual Budgets, Royal Street intends to establish Royal Street Systems capable of providing service of high quality that are fully competitive with any other provider of like Commercial Mobile Radio Service in each Market.
(b)	In connection with the development of the Business Plan and Annual Budgets, Royal Street shall inform MetroPCS of the nature and type of services that the Royal Street Systems shall offer, the terms upon which such services shall be offered, and the prices to be charged with respect to such services.
(c)	The services provided by MetroPCS to Royal Street under this Agreement are based upon Royal Street’s intention to provide wholesale carrier-to- carrier services rather than retail carrier-to-end user services. If the Management Committee decides to provide retail services to the public, the Parties shall, upon request of Royal Street, negotiate in good faith to modify the services provided by MetroPCS accordingly.

4.2 Support With Annual Budgets

     Upon request of Royal Street, MetroPCS shall provide the Budget Officer with information useful in his preparation of the initial Annual Budget and subsequent Annual Budgets including, but not limited to, reports, data and other information.

4.3 Support With Business Plans

     Upon request of Royal Street, MetroPCS shall provide the Planning Group with information useful in the preparation of the Royal Street Business Plan including, but not limited to, reports, data, and other information.

ARTICLE V

TECHNICAL ASSISTANCE TO BE OFFERED BY METROPCS

5.1 Build-Out

(a) Within thirty (30) days of the release of the Public Notice by the FCC announcing that Royal Street is the Successful Bidder for any license issued pursuant to Auction No. 58, Royal Street and MetroPCS shall

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	endeavor to meet to discuss plans for the construction of the system or systems that the FCC has announced will be awarded to Royal Street. The Management Committee shall select a group of officers and management level persons, (the “Construction Group”), to develop in accordance with the directions provided by the Management Committee, a schedule for the construction and installation of the Royal Street Systems in each of the Markets in which Royal Street is the Successful Bidder, provided that the majority of such persons are employees of Royal Street or representatives of C9 Wireless and not employees or representatives of the MetroPCS Parties. Upon the request of Royal Street, MetroPCS shall provide information to the Construction Group that may be helpful in its preparation of such schedule including, but not limited to, reports and data. The schedule shall include (i) the order in which each of the Markets in which Royal Street is the Successful Bidder will be built and (ii) the date by which the Markets will be ready for testing and ready for service (“Construction Schedule”). The Construction Schedule shall include appropriate benchmarks for completion of the construction in each of the Markets in which Royal Street is the Successful Bidder, but in all events, each of those Markets shall be Built-Out in a timely fashion as may be required by the FCC rules such that no License is subject to being reclaimed by the FCC and no penalties may be imposed on Royal Street.
(b)	As promptly as practicable after receipt of the Construction Schedule, the Management Committee shall review the Construction Schedule and approve, modify or return the Schedule to the Construction Group for modification in accordance with the Management Committee’s direction. The Construction Group shall revise the Construction Schedule in accordance with the Management Committee’s directions.
(c)	Upon approval of the Construction Schedule, the Construction Group shall develop a Construction Plan for each Market, which shall set forth the plans for construction of the specific Market, including (i) the location of the proposed Cell Sites, (ii) the vendors for switches and base stations, and the facilities and vendors to be used to interconnect the Cell Sites, (iii) the budget for the construction and implementation, (iv) the manner in which the system will be interconnected to the landline telephone network, and (v) such other specifications as the Construction Group may include (the “Construction Plan”). Royal Street may, in its sole discretion, request that MetroPCS provide information to the Construction Group that may be useful in its preparation of the Construction Plan. The Construction Plan for each Market shall be submitted to the Management Committee for its approval in sufficient time for construction of the system in that Market to be completed in accordance with the Construction Schedule.

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(d)

The Management Committee shall review the Construction Plan as promptly as is practicable after receipt, and approve, modify or return the Plan to the Construction Group for modification in accordance with the Management Committee’s direction. The Construction Group shall resubmit promptly thereafter any returned Proposal to the Management Committee for approval. As promptly as practicable following receipt of the revised Construction Plan, the Management Committee shall approve or modify the Plan and may direct MetroPCS to implement the Construction Plan as specified by the Management Committee.

(e)

The Construction Plan will implement a technical services plan (the “Technical Services Plan”) to be developed by the Construction Group and the Management Committee. Based upon the independent technology platform assessment conducted by Royal Street and Royal Street’s business determination that it is in its interest to maintain nationwide compatibility and interoperability with other systems owned or operated by MetroPCS, the Plan will be designed to maximize the benefits that Royal Street and MetroPCS, collectively, may obtain from the other CMRS systems owned, controlled or operated by MetroPCS. To that end, the Parties agree, subject to the understandings reflected in this Section 5.1, to cooperate to assure technical and operational compatibility between the Royal Street Systems and the CMRS systems owned, controlled or operated by MetroPCS with respect to the following matters, among others:

(i)	The technology-based platforms of the Royal Street Systems will be compatible and interoperable with those of MetroPCS, as the Parties may specify in each Market, in order to permit nationwide, and where appropriate, worldwide roaming among the systems;
(ii)	The Royal Street Systems will be capable of offering subscribers and roamers with the services, features, and functions offered by the CMRS systems owned, controlled or operated by MetroPCS that use the same technology, i.e. CDMA;
(iii)	To the extent technically feasible, the digital technology standards used by the Royal Street Systems will permit seamless interoperation and roaming with the digital systems owned, controlled or operated by MetroPCS; and
(iv)	The Royal Street Systems will satisfy all applicable construction and other service requirements imposed by the FCC.

(f) The Technical Services Plan also will address matters related to interconnect fees and standards for coverage, quality of coverage, dropped calls, customer service and reliability.

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(g)

Upon request of Royal Street, MetroPCS will assist in the construction and installation of the Royal Street Systems to be deployed in the Markets in which Royal Street is the Successful Bidder. MetroPCS’s performance shall be subject to review, oversight and direction of the Management Committee.

(h)

In order to permit Royal Street to have the benefit of MetroPCS’ discounts from vendors of telecommunications infrastructure, and in order to enhance the purchasing power of MetroPCS with vendors by increasing the volume of the MetroPCS purchases from the vendors, the Equipment and Facilities required by Royal Street to operate the Royal Street Systems in accordance with the Business Plan shall, at Royal Street’s request, be acquired by MetroPCS and leased to Royal Street pursuant to a Master Equipment and Facilities Lease Agreement substantially in the form of Appendix A hereto. The terms of the Master Equipment and Facilities Lease Agreement shall be commercially reasonable taking into consideration the useful life of the leased equipment, its salvage value at the end of the lease term, and the parties’ expectation that MetroPCS ***. Notwithstanding the fact that Royal Street is the lessee rather than the beneficial owner of the Equipment and Facilities, Royal Street shall have Unfettered Access to the Equipment and Facilities at all times.

5.2 Telephone Numbers

(a)	MetroPCS shall, upon Royal Street’s request, assist Royal Street in acquiring telephone numbers for any PCS Service that Royal Street sells to MetroPCS and programming such telephone numbers into the appropriate switch. Except as may otherwise be agreed to by the Parties pursuant to Section 2.5 of this Agreement, MetroPCS shall have no responsibility for assisting Royal Street in acquiring telephone numbers for any PCS Service that Royal Street sells to any Other Royal Street Customer.
(b)	MetroPCS shall, upon Royal Street’s request, program the switches and take other reasonably necessary actions to permit Other Royal Street Customers to utilize numbers with NXX Codes assigned to Royal Street or the Other Royal Street Customers in the Market.
(c)	The PCS Service that Royal Street provides in the Markets shall permit each telephone number to be associated with only one handset, unless Royal Street and MetroPCS otherwise agree.
(d)	MetroPCS shall assist Royal Street to activate a telephone number of any retail or wholesale customer of any Other Royal Street Customers upon a written request made by Royal Street. MetroPCS shall fulfill orders to

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activate numbers for any Other Royal Street Customer in accordance with the same performance metrics as MetroPCS employs for fulfilling its own orders.

(e)

If Royal Street desires to modify or terminate PCS Service to a telephone number assigned to one of its Other Royal Street Customers, Royal Street shall provide MetroPCS written or electronic notice, in accordance with such procedures as the Parties may adopt. If Royal Street reasonably believes that the telephone number is being used fraudulently or that the handset has been lost or stolen and electronic notification systems have not been deployed by the Parties to effect terminations, Royal Street may provide MetroPCS with oral notice of termination, which shall be confirmed in writing within the earlier of four (4) hours during normal business hours or twelve (12) hours during other times. MetroPCS shall modify or terminate service to the notified number as quickly, on average, as it would do so for itself or any third party, on average, but in any event within the earlier of four (4) hours during normal business hours or twelve (12) hours during other times, after receipt of the notice. Notwithstanding the foregoing, Royal Street shall remain responsible, financially and otherwise, for its Other Royal Street Customers until the modification or termination of service is complete.

5.3 Reciprocal Roaming Arrangements

(a)	Upon request, MetroPCS will make commercially reasonable efforts to help Royal Street in reaching roaming arrangements that are commercially reasonable and no less favorable than those offered to or received from similarly situated carriers.
(b)	Upon request, MetroPCS will make commercially reasonable efforts to help Royal Street become a party to roaming arrangements between MetroPCS and other wireless telecommunications carriers as long as MetroPCS retains an equity interest in Royal Street.

5.4 Interconnection Agreements

(a) At Royal Street’s request and subject to its approval, MetroPCS will negotiate on behalf of Royal Street interconnection agreements with the local exchange carriers in each of the Markets in which Royal Street acquires a license that will assure interconnection to the landline telecommunications network on terms and conditions that are at least comparable to those obtained by other similarly situated CMRS operators in the Market. At Royal Street’s request, MetroPCS shall administer the interconnection agreement on behalf of Royal Street and negotiate such modifications or other arrangements for interconnection as the Management Committee may direct.

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(b) At Royal Street’s request, where a Royal Street System is in a Market in which MetroPCS owns or operates another CMRS system, MetroPCS shall, to the extent possible and necessary, arrange for the modification of MetroPCS’s interconnection agreements with the local exchange carrier to include the Royal Street System managed by MetroPCS in those interconnection agreements.

5.5 Interexchange Service

(a) MetroPCS will make commercially reasonable efforts to negotiate with other providers at Royal Street’s request, and obtain on behalf of Royal Street interexchange telecommunications services for Royal Street and for resale to its customers which will permit Royal Street to offer interexchange telecommunications services that are competitive with the interexchange telecommunications of other CMRS providers in the Market. Any agreements to obtain interexchange telecommunications services shall be approved by Royal Street prior to their execution.

ARTICLE VI

OTHER UNDERSTANDINGS

6.1 Service Interruptions

     The Parties agree and acknowledge that, given the complex nature of the Royal Street Systems, service interruptions may occur. The Parties shall use their best efforts to avoid any unnecessary service interruptions and to work with each other to plan and coordinate necessary service interruptions so as to minimize disruptions to their customers.

6.2 Customer Relations

     Each Party shall be responsible for its dealings with its customers and shall act in a manner consistent with the highest standards of honesty, integrity and fair dealings and shall not do anything that would discredit, dishonor, reflect adversely upon or in any manner injure the reputation of the other Party or its Affiliates. Each Party shall refrain, and shall cause its agents to refrain, from any business practices or promotional activity which may be injurious or detrimental to the other Party or its Affiliates, provided, however, that nothing in this Section shall be construed to limit each Party’s ability to compete freely with the other to the extent that MetroPCS and Royal Street are providing competing services.

6.3 Calling Plans

     At Royal Street’s request, MetroPCS shall research and inform Royal Street of any national or other wide area service plans that Royal Street may choose to offer in its

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markets. Royal Street, at its sole discretion, shall decide whether to cause the Royal Street Systems or a portion of them to participate in any such plans.

6.4 Performance Standards

     At Royal Street’s request, MetroPCS shall assist Royal Street in developing performance standards that satisfy the service objectives set by Royal Street for the Royal Street Systems, with the understanding that Royal Street intends the quality of the products and services offered by Royal Street to be at least as high as the quality of similar products and services provided by a majority of the CMRS systems owned, controlled or operated by MetroPCS modified or adjusted as appropriate for the specific Markets in which Royal Street is the Successful Bidder. Royal Street may review and adjust these performance standards periodically so that the Royal Street Systems remain competitive with other CMRS operators in the Market and nationwide.

ARTICLE VII

REPORTS AND AUDITS

7.1 Alarm Monitoring and Reports

     Upon the request of Royal Street, MetroPCS shall monitor the performance of the Royal Street Systems and shall provide Royal Street periodically, in accordance with such procedures normally employed by MetroPCS with respect to its CMRS Systems, unless modified by the Parties, a list of alarms and outages. Upon the request of Royal Street, MetroPCS shall respond to any alarm affecting Royal Street’s PCS Service in accordance with such procedures as the Parties may agree upon from time to time consistent with the performance metrics applicable to the Royal Street Systems.

7.2 Traffic Reports

     Upon the request of Royal Street, MetroPCS shall provide Royal Street with monthly reports for the Royal Street Systems with such operational data and details as Royal Street may request. Those reports may include such operational data and details as are customarily maintained in the ordinary course of a PCS business and will permit Royal Street reasonably to evaluate the quality of the Royal Street Systems and the accuracy of the charges assessed.

7.3 Billing Information

     Upon the request of Royal Street, MetroPCS shall provide Royal Street, at least once per calendar month on such date as the Parties may agree, detailed call data information in the same standard electronic format as MetroPCS employs for the MetroPCS CMRS System and as may be reasonably necessary for Royal Street to issue bills for services to its Other Royal Street Customers in the Market. Royal Street shall bear the costs of billing its subscribers, including any costs of converting call data

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information provided by MetroPCS into bills. Upon request of Royal Street, MetroPCS will negotiate in good faith with Royal Street to provide billing support services on commercially reasonable terms for the Other Royal Street Customers, provided that the price agreed to shall not exceed ***.

ARTICLE VIII

METROPCS’S PERSONNEL

8.1 General

(a)	Subject to Section 8.1(c), MetroPCS shall designate one or more employees who are experienced in the construction and operation of CMRS systems to serve as the point or points of contact responsible for the performance of MetroPCS’s functions under this Agreement with respect to all the Royal Street Systems or a specific Royal Street System for each or several Markets (the “Systems Contact”), and may change these individuals at its discretion and upon written notice to Royal Street.
(b)	MetroPCS shall provide Royal Street, upon the Effective Date and on such periodic basis thereafter as Royal Street may reasonably request, a list of the individuals employed by MetroPCS in management and supervisory positions in connection with the services provided in connection with the Royal Street Systems, and shall provide Royal Street any such information as Royal Street may reasonably require concerning their qualifications to perform the functions assigned.
(c)	Subject to Applicable Law, Royal Street shall have the right to require, upon reasonable notice, (i) the replacement of any Systems Contact for any Royal Street System, or (ii) the reassignment of any MetroPCS employee assigned to work on any Royal Street System such that the employee no longer works on any Royal Street System.
(d)	MetroPCS shall provide Royal Street with its personnel policies, which policies shall include reasonable provisions to assure the honesty, integrity and character of all of the personnel that MetroPCS assigns to perform its responsibilities under this Agreement, and shall make such reasonable changes and modifications in those policies with respect to the Royal Street Systems as Royal Street may request.

8.2 Independent Contractors

     Upon prior written notice to Royal Street given in sufficient time and detail to allow Royal Street to object, MetroPCS may engage qualified Independent Contractors to perform specific services, necessary to construct, maintain, and operate the Royal Street

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Systems. Notwithstanding the foregoing and subject to Applicable Law, Royal Street shall have the unfettered right, to require that MetroPCS discharge any Independent Contractor performing services under this Agreement, or to bar MetroPCS from hiring any specific Independent Contractor to perform services under this Agreement. Royal Street shall indemnify MetroPCS for any wrongful discharge of an Independent Contractor engaged without objection from Royal Street following proper notice from MetroPCS in accordance with this Section 8.2, and Royal Street shall, in these circumstances, bear any costs or expenses lawfully charged by such Independent Contractor associated with such termination.

ARTICLE IX

APPROVALS

9.1 Royal Street Supervisor

     In order to facilitate Royal Street’s oversight, supervision and ultimate control of the Royal Street Systems, Royal Street specifies its Chief Executive Officer as the individual to whom MetroPCS shall report and request approvals required under this Agreement, unless the CEO delegates such responsibility to another officer or employee of Royal Street. Royal Street may change these individuals at any time by prior written notice to MetroPCS. Where the CEO delegates the responsibilities under this Section 9.1 to another officer or employee, MetroPCS may rely on any approvals or consents given by such delegatee.

9.2 Time Schedule for Approval

(a)

Royal Street shall notify MetroPCS in writing as soon as practicable, after Royal Street receives a request for an approval required to be obtained under this Agreement, whether Royal Street approves or disapproves the request. Any disapproval shall include an explanation why Royal Street has rejected the recommendation such that MetroPCS may address Royal Street’s concerns.

(b)

Royal Street acknowledges that time may be of the essence in connection with certain filings, including FCC applications, reports and other filings, and hereby covenants and agrees that it will exercise appropriate diligence to prepare, execute and file FCC applications and reports in a timely fashion and that the CEO or his delegatee will be available to consult with and assist MetroPCS in connection with any such applications, reports, and other filings which Royal Street has requested in writing that MetroPCS assist Royal Street to prepare.

9.3 Failure to Approve

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(a)

In the event that a request of MetroPCS for approval is time sensitive, has not been acted upon by Royal Street on a timely basis, and the failure to act may have an adverse effect on the business, MetroPCS may so notify Royal Street and request that Royal Street act upon the request for approval within a specified time frame that is reasonably related to the deadline. Any such MetroPCS request under this section that Royal Street act within a specified time frame shall be in writing.

(b)

MetroPCS shall be indemnified and held harmless with respect to any damages or injury resulting from the failure of Royal Street to act in a timely manner upon a request of MetroPCS for approval, provided that Royal Street has actual notice of the time sensitive nature of the request.

ARTICLE X

COMPENSATION TO METROPCS

10.1 Reimbursement

     Except as provided in Section 10.1(c), Royal Street shall reimburse MetroPCS at cost for all expenses reasonably incurred by MetroPCS in the performance of its responsibilities under this Agreement which are agreed by the Parties to be Out-of-Pocket Expenses (“Out-of-Pocket Expenses”).

(a)

Out-of-Pocket Expenses include, but are not limited to, costs incurred by MetroPCS in the execution and fulfillment of its obligations under this Agreement, such as: (i) administrative, accounting, billing, credit, collection, insurance, purchasing, clerical and such other general services as may be necessary to administer the Royal Street Systems; (ii) operational, engineering, maintenance, repair and such other technical services as may be necessary to operate the Royal Street Systems; (iii) occupancy; (iv) the salary and associated expenses of the Systems Contact of any Royal Street System to the extent their services relate to the construction and operation of the Royal Street System as provided in Section 8.1(a); (v) Independent Contractors; and (vi) MetroPCS’s non- managerial and non-supervisory employees. A more specific categorization of Out-of-Pocket Expenses, including which categories of employees are non-managerial and non-supervisory, shall be set forth in the Annual Budget.

(b)

With respect to costs of services for non-managerial and non-supervisory employees of MetroPCS who devote a portion, but not all, of their time to performing MetroPCS’s obligations under this Agreement, such costs shall include ***. Such costs shall be calculated at hourly rates determined on the basis of the individual

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	employees’ annual salaries, taxes, insurance and benefits, plus an additional *** of those amounts to cover administrative overhead and other compensation associated with such employees.
(c)	The Parties acknowledge and agree that MetroPCS is not obligated to provide at cost under this Agreement the additional services in support of Other Royal Street Customers that are contemplated by Section 2.5. Rather, MetroPCS shall be obligated to provide such services, upon request, ***.

10.2 Support Services Fees

(a)	Subject to such adjustments negotiated by the Parties in good faith as may be appropriate in light of the number of Licenses (if any) that Royal Street may acquire and the amount of spectrum represented by such Licenses and in addition to Out-of-Pocket Expenses, Royal Street shall pay MetroPCS an additional services fee (the “Support Services Fee”) for the performance of its responsibilities under this Agreement in an amount equal to *** (collectively, the “Monthly Fee”) beginning with the License grant date and continuing up to the commencement of Support Services, at which time the Support Services Fee shall become the greater of the Monthly Fee or ***.
(b)	The Support Services Fee shall be payable in equal monthly installments due on the last business day of each month beginning on the License grant date.
(c)	The Parties will review the Support Services Fee specified in Section 10.2(a) after the close of Auction No. 58 with a view to revising the fee, as may be appropriate, in light of the results of the auction. Among the factors to be considered with respect to any adjustment in the Support Services Fee are the number of Markets in which Royal Street is the Successful Bidder, the number of POPs and the amount of spectrum involved, the number of Markets acquired by Royal Street in which MetroPCS owns or operates CMRS systems and the number of Markets in which MetroPCS does not own or operate such systems.

10.3 Offsets

     Each Party agrees that notwithstanding anything contained herein to the contrary, the other Party may offset any amounts due from such other Party, or its Affiliates, with any amounts due to such other Party, or its Affiliates.

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ARTICLE XI

ROYAL STREET PROVISION OF
WHOLESALE SERVICES TO METROPCS

11.1 Coordination of System Capacity

     The Parties shall consult, in connection with Royal Street’s budgeting and business planning process or such other processes as the Parties may mutually adopt, so that the Royal Street Systems have sufficient capacity to meet, to the extent commercially reasonable, both MetroPCS’s projections of its demand for Wholesale Service from Royal Street and Royal Street’s projections of its demand for services from Other Royal Street Customers. The Parties shall, in developing these plans for each Market, consult to avoid building excessive capacity in any Market.

11.2 Expansion of System Capacity

     The Parties shall consult, in connection with Royal Street’s budgeting and business planning process or such other processes as the Parties may adopt, with respect to the expansion of the Royal Street Systems capacity in any Market in order to meet the reasonable projected demands of Royal Street. Where Royal Street reasonably believes that, when taking into account the Wholesale Commitment, its needs for Other Network Service in any Market will exceed the capacity of the existing or planned network, whether because of volume constraints, location, or otherwise, MetroPCS shall, upon request of Royal Street, take commercially reasonable steps to provide such additional Equipment and Facilities as is necessary to meet such projected demand and to provide such Equipment and Facilities to Royal Street on commercially reasonable terms. For the purpose of this Section 11.2, the provision of such additional Equipment and Facilities on terms reasonably comparable to those offered under any existing Master Equipment and Facilities Lease Agreement entered into in accordance with
Section 5.1(h) shall be deemed commercially reasonable.

11.3 Allocation of Capacity

     The Parties shall cooperate in the development of a network plan for each Market that will enable MetroPCS to utilize eighty-five percent (85%) of the System Capacity of each Royal Street System in each Market in which Royal Street has commenced providing (or has commenced planning in connection with the budgeting and business planning process to provide) PCS Service, as those Royal Street Systems may be expanded from time to time (“Wholesale Commitment”). Royal Street will retain the right to utilize fifteen percent (15%) of the System Capacity in each Market, as those Royal Street Systems may be expanded from time to time, to provide Wholesale Services to carriers other than MetroPCS, or if authorized by the Management Committee, retail services to Other Royal Street Customers.

11.4 Royal Street’s Right to Sell Wholesale PCS Service

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     Subject to Royal Street’s meeting the Wholesale Commitment, nothing in this Agreement shall preclude Royal Street from selling Wholesale Service in any Market to Other Royal Street Customers; provided, however, that prior to Royal Street offering Wholesale Services in any Market to Other Royal Street Customers, Royal Street and MetroPCS shall enter into a technical capacity sharing agreement specifying how the Parties will utilize their respective capacity of the Royal Street Systems without interfering with the other Party’s right to the capacity set forth in Section 11.3.

11.5 Royal Street Responsibility for Royal Street Customers

     Royal Street shall be solely responsible for relations, financial and otherwise, with its Other Royal Street Customers, including sole responsibility for any and all payments due from such Other Royal Street Customers. Upon activation of any telephone number for such Other Royal Street Customers and until the earlier of four (4) hours after receipt by MetroPCS during normal business hours, or twelve (12) hours after receipt during other times, of notice from Royal Street to discontinue the provision of PCS Service to that telephone number, Royal Street shall be solely responsible for any and all fees or charges associated with that telephone number, including, but not limited to, any fixed or recurring charges for roamer charges, toll charges, directory assistance and operator charges and any charges occasioned by a fraudulent use. Nothing in this Agreement shall create any contractual or other obligation on the part of MetroPCS to any Other Royal Street Customer or for MetroPCS to provide any services to Royal Street to support such Other Royal Street Customers.

11.6 MetroPCS Responsibility for MetroPCS Customers

     MetroPCS shall be solely responsible for relations, financial and otherwise, with its customers, including sole responsibility for any and all payments due from such customers. Upon activation of a telephone number by MetroPCS and until the discontinuance of the provision of PCS Service to that telephone number, MetroPCS shall be solely responsible for any and all fees or charges associated with that telephone number, including, but not limited to, any fixed or recurring charges for Wholesale Services, roamer charges, toll charges, directory assistance and operator charges and any charges occasioned by a fraudulent use. Nothing in this Agreement shall create any contractual or other obligation on the part of Royal Street to any customer of MetroPCS.

ARTICLE XII

FEES FOR WHOLESALE SERVICE

12.1 Wholesale Services Fees

     Subject to such adjustments negotiated by the Parties in good faith as may be appropriate in light of the number of Licenses (if any) that Royal Street may acquire and the amount of spectrum represented by such Licenses, MetroPCS shall pay Royal Street on a monthly basis the fees set forth in Appendix B for the MetroPCS Wholesale

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Services (the “MetroPCS Wholesale Services Fees”). Unless otherwise agreed by the Parties, the MetroPCS Wholesale Services Fees shall commence in each Market as of ***. The fees set forth in Appendix B shall, unless otherwise adjusted by mutual consent of the Parties, remain in effect for an initial period of ***. After that initial period, the fees will be reviewed during Royal Street’s annual budgeting process and may be adjusted to reflect changes in wholesale wireless capacity pricing in comparable markets, provided, however, that the MetroPCS Wholesale Services Fees shall not be adjusted more than once during each successive *** period and may not be increased by more than ***.

12.2 Fees Exclusive of Taxes and Other Assessments

     The MetroPCS Wholesale Services Fees are exclusive of any applicable Taxes (other than general income or property taxes), whether charged to or against MetroPCS or Royal Street, associated with MetroPCS Wholesale Services. All such Taxes shall be in addition to all other charges provided for under this Agreement.

12.3 Most Favored Nation.

     Royal Street agrees that it shall offer to provide Wholesale Services to MetroPCS on a most favored nation basis. If Royal Street offers to provide or provides Wholesale Services to an Other Royal Street Customer ***, then Royal Street shall provide written notice of such term or condition to MetroPCS ***.

ARTICLE XIII

PAYMENT PROCEDURES

13.1 Wholesale Services Payment Procedures

     Royal Street shall provide MetroPCS with a monthly invoice for all fees due under this Agreement not later than the thirtieth (30^th) day after the monthly billing cycle in which the usage is recorded. Such invoice shall be due and payable within thirty (30) days after receipt of the invoice. Any undisputed amount not paid by the due date will bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law.

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13.2 MetroPCS Support Services Payment Procedures

     MetroPCS shall provide Royal Street with a monthly invoice for all service fees due to MetroPCS under this Agreement not later than the thirtieth (30^th) day after the close of each month. Such invoice shall be due and payable within thirty (30) days after receipt of the invoice. Any undisputed amount not paid by the due date will bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law.

13.3 Out-Of-Pocket Expenses

     Following the Effective Date, MetroPCS shall, within thirty (30) days of the last day of each month in which the Agreement is in effect, provide to Royal Street a statement of Out-of-Pocket Expenses incurred during that month, together with such documentation for the Out-of-Pocket Expenses as Royal Street may reasonably request. In addition, within thirty (30) days of the last day of each month in which the Agreement is in effect, MetroPCS shall provide to Royal Street a statement of total receipts for the Royal Street Systems during that month. Such invoice shall be due and payable within thirty (30) days after receipt of the invoice.

13.4 Disputes

     If either Party disputes the amount of an invoice, it shall notify the other Party in writing before payment is due, and if the matter cannot be resolved informally between the Parties, either Party may invoke the dispute resolution provisions referenced in ARTICLE 17 of the LLC Agreement.

13.5 Suspension of Services

     If either Party does not receive payment in full of undisputed amounts from the other Party within sixty (60) days following the due date for any payment, the unpaid Party shall have the right, in addition to whatever other rights it may have under this Agreement or at law and in equity, to suspend its provision of all or any portion of the services for which it has not been paid on ten (10) days written notice, except that neither Party shall have the right to suspend service under this Section 13.5 if the failure to pay is attributable to any act or omission of the unpaid Party.

13.6 Audits

     Where either Party believes that the other Party has improperly charged it under this Agreement, the charged Party shall have the right, if the Parties cannot resolve the matter amicably without resort to the dispute resolution provisions in this Agreement, to request (but not more than once per calendar year) an independent audit of the applicable books and records to verify the accuracy of the charges assessed. The Parties shall appoint an independent auditor mutually agreeable to both Parties and shall specify the scope and define the terms of the auditor’s engagement. Royal Street shall reasonably

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cooperate with the auditor and its representatives in connection with any audit, providing reasonable access to any and all relevant books and records and causing its employees, accountants and other representatives and agents to cooperate with the auditor. The cost of the audit shall be borne by the charged Party unless the audit indicates that the charging Party has overcharged the charged Party by more than five percent (5%) of the total dollar amount of billings covered by the audit, in which event, the charging Party shall pay for the audit and shall give the charged Party a credit in the amount of any overcharge.

ARTICLE XIV

APPLICABLE TAXES

14.1 Payment of Taxes

     Except as otherwise provided in this Agreement, each Party shall be fully responsible for calculating and remitting any Taxes that Applicable Law requires such Party to pay, including filing all returns, submitting such information as Applicable Law may require and responding to inquires concerning such Taxes (“Remitting”).

14.2 Taxes on Royal Street’s Lease of Equipment and Facilities and MetroPCS’s Provision of Services

(a)	MetroPCS shall be responsible for Remitting any Taxes imposed in connection with MetroPCS’s receipt of payments from Royal Street for the lease of Equipment and Facilities and MetroPCS’s provision of services.
(b)	Royal Street shall pay to MetroPCS an amount equal to all Taxes that MetroPCS is required to Remit in connection with Royal Street’s lease of Equipment and Facilities and MetroPCS’s provision of services (other than general income or property taxes). MetroPCS shall state all such Taxes as separate items on its invoices and shall indicate the jurisdiction imposing the Taxes.
(c)	Royal Street shall not be required to pay to MetroPCS any Tax described in this Section if Royal Street provides MetroPCS with a certificate evidencing exemption from payment for liability for such Tax. If Applicable Law provides an exemption from any Tax described in this Section, but does not also provide a procedure for issuing exemption certificates, then MetroPCS shall not collect such Tax if Royal Street furnishes MetroPCS a letter from an officer, a senior level management official of Royal Street or outside counsel describing the exemption, identifying the provision of Applicable Law that both allows such exemption and does not provide for an exemption certificate, and

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certifying that Royal Street has complied with the requirements of Applicable Law in order to avail itself of the exemption.

14.3 Taxes on MetroPCS’s Purchase of MetroPCS Wholesale Services

(a)	Royal Street shall be responsible for Remitting any Taxes imposed in connection with Royal Street’s receipt of payments from MetroPCS for MetroPCS Wholesale Services.
(b)	MetroPCS shall pay to Royal Street an amount equal to all Taxes that Royal Street is required to Remit in connection with MetroPCS’s purchase of MetroPCS Wholesale Services (other than general income or property taxes). Royal Street shall state all such Taxes as separate items on its invoices and shall indicate the jurisdiction imposing the Taxes.
(c)	MetroPCS shall not be required to pay to Royal Street any Tax described in this section if MetroPCS provides Royal Street with a certificate evidencing exemption from payment for liability for such Tax. If Applicable Law provides an exemption from any Tax described in this section, but does not also provide a procedure for issuing exemption certificates, then Royal Street shall not collect such Tax if MetroPCS furnishes Royal Street a letter from an officer, a senior level management official of MetroPCS or from outside counsel describing the exemption, identifying the provision of Applicable Law that both allows such exemption and does not provide for an exemption certificate, and certifying that MetroPCS has complied with the requirements of Applicable Law in order to avail itself of the exemption.

14.4 Cooperation

     The Parties shall cooperate with respect to any planning to minimize Taxes, and with respect to any Tax audit, Tax controversy, Tax refund matter, claim, action or similar proceeding by a Governmental Entity. The degree of cooperation contemplated by this Section is to enable any tax inquiry or controversy to be resolved expeditiously and includes, but is not limited to, assisting with responses to audit inquiries and producing documents and information. A Party receiving a Tax audit inquiry from a Governmental Entity shall promptly notify the other Party. The Party Remitting any Tax shall be responsible for managing any Tax audit associated with that Tax.

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ARTICLE XV

ACCOUNTING AND REPORTS

15.1 Books and Records

     MetroPCS shall, upon request, provide to Royal Street on a timely basis such information concerning the operation of the Royal Street Systems pursuant to the Agreement that is in its possession and that will enable Royal Street to fulfill its duties with respect to the books and records of the Royal Street Systems.

15.2 Meetings

     Representatives of Royal Street and MetroPCS shall meet periodically to discuss the status of the operation of the Royal Street Systems. During the first twelve (12) months after the Effective Date, such meeting shall be held monthly; thereafter, such meetings shall be held at least every other month. Such meetings may be conducted by teleconference.

15.3 Cooperation of MetroPCS’s Employees

     The employees of MetroPCS shall cooperate with and respond to any inquiries made by Royal Street’s designated representatives concerning the operation of the Royal Street Systems, and the Systems Contact for each of the Royal Street Systems shall respond to directions from Royal Street’s designated representatives. In the event any Systems Contact for a Royal Street System believes that the directions of Royal Street’s representatives are not in the best interests of Royal Street, the Systems Contact shall consult with Royal Street’s CEO, or delegatee, in order to resolve the matter. If they cannot resolve the matter, it shall be referred to the Management Committee of Royal Street for resolution.

15.4 Taxes, Fees and Filings

     Upon Royal Street’s written request, MetroPCS shall provide Royal Street with reasonable support in connection with the timely preparation of any Federal, state and local tax returns, and any returns relating to other fees and assessments, including any fees imposed by the FCC, as well as any applications and filings required to be submitted to the FCC. It being agreed and understood that all filings by Royal Street with any Governmental Entity shall be made by Royal Street or C9 Wireless and not by MetroPCS on behalf of Royal Street.

ARTICLE XVI

TERM AND TERMINATION

16.1 Term

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     Subject to the termination provisions set forth in Section 16.2, this Agreement shall have an initial term commencing on the Effective Date and ending on the ten (10) year license expiration date of whatever License is granted to Royal Street by the FCC at the conclusion of Auction No. 58 that carries the latest expiration date. After the initial term, this Agreement will automatically renew for successive five (5) year terms on the same terms and conditions unless either Party gives notice of its intention not to renew in accordance with this Section 16.1. Either Party must give written notice of an intention not to renew no less than twenty-four (24) months prior to the end of the initial term and no less than twelve (12) months prior to the end of a renewal term.

16.2 Termination

     In addition to their other rights at law or equity, this Agreement may be terminated in the following circumstances:

(a) Either Party may terminate this Agreement:

(i) on thirty (30) days written notice, if there has been a material non-monetary breach of this Agreement by the non-terminating party which has not been cured by the conclusion of the following dispute resolution process:

(A)	The terminating party shall notify the non-terminating party in writing (“Breach Notice”) of the events which it reasonably believes constitute a material non-monetary breach and representatives of the parties shall meet promptly in a good faith effort to resolve the dispute in a mutually acceptable fashion.
(B)	In the event the discussions between the Parties required by Section 16.2(a)(i)(A) have failed to resolve the dispute within 20 days, either of the Parties may request, in writing, that such matter be referred to the CEO (or his or her management level delegatee other than the representative previously involved in the discussions) of each of the Parties for an appropriate negotiated resolution. Upon such a request, the CEOs of each of the Parties (or their delegatees) shall meet in a good faith effort to resolve the dispute in a mutually agreeable fashion within 10 days following the referral to the CEOs.
(C)	In the event that the CEOs are unable to resolve the dispute in accordance with the procedure contemplated by Section 16.2(a)(i)(B), the terminating party may notify the non-terminating party in writing (the “Cure Notice”) that the Breach Notice remains unresolved and that the non-

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terminating party has thirty (30) days to cure the alleged breach.

(ii)	on thirty (30) days notice if a party is in material default under any monetary obligation of this Agreement and such non-terminating party has not cured such monetary default within ten (10) days of written notice;
(iii)	on five (5) days written notice, in the event the non-terminating party: (A) ceases to do business as a going concern; (B) is unable or admits in writing its inability to pay its debts as they become due; (C) commences or authorizes a voluntary case or other proceeding seeking liquidation, reorganization, suspension of payments or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official in an involuntary case or other proceeding commenced against it, or makes a general assignment for the benefit of creditors, or fails to pay a substantial portion of its debts as they become due, or takes any corporate action to authorize any of the foregoing, is insolvent, bankrupt or the subject of a receivership; or (D) has any substantial part of its property subjected to any levy, seizure, assignment or sale for or by any creditor or governmental agency without such levy, seizure, assignment or sale being released, lifted, reversed or satisfied within ten (10) days; and
(iv)	in accordance with the provisions of Section 18.5.

(b) Royal Street may terminate this Agreement:

(i)

on thirty (30) days written notice in the event of an FCC Final Order revoking, terminating or canceling any material License or refusing to renew such License due to any act or omission by MetroPCS;

(ii)

In addition to its other rights at law and in equity, Royal Street may terminate this Agreement on sixty (60) days written notice if MetroPCS deploys or announces its intention to deploy equipment or facilities that will preclude Royal Street from providing seamless and interoperable PCS Service in a Market, will cause interference to the operation of the Royal Street System, or will materially degrade the quality of Royal Street PCS Service.

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(iii) on five (5) days notice, if MetroPCS is found by the FCC in a Final Order to lack the qualifications to be the licensee of a Commercial Mobile Radio Service system;

(c) Royal Street may terminate the Support Services at will on *** advance written notice and, upon the effective date of such termination, Royal Street will be relieved of the obligation to pay the compensation to MetroPCS set forth in Article X. The termination of Support Services pursuant to this paragraph shall not alter the obligation of Royal Street to provide Wholesale Services to MetroPCS pursuant to this Agreement.

     Notwithstanding anything contained herein to the contrary, during any notice or cure period provided in (a) through (c) above, both Parties shall continue to perform their obligations hereunder.

16.3 Transition

(a)

After receipt of written notice of termination, but prior to the effective date of such termination, the Parties hereby agree to cooperate in developing and implementing an orderly and efficient transition plan of the termination on the ability of end users to continue to receive uninterrupted service. The obligation to cooperate during the transition shall not be construed to require either party of continue to provide services for which the party is not being paid. Each party will act in good faith to minimize any adverse effects associated with transition to a new provider for the terminated services, including, among other things, (i) to provide the new provider with such operational and other information as the new provider may require, (ii) to provide the new provider access to the equipment and facilities, (iii) to assist in the transfer of such data, including billing and operating information, as may be reasonably necessary to permit the new provider to assume operation of the systems, and (iv) otherwise assist in a reasonable manner in effecting an orderly transition that will permit end users to continue receiving quality service.

(b)

MetroPCS shall be entitled to all amounts accrued for Support Services Fees, Out-of-Pocket Expenses, and any other charges for services related to Support Services provided to Royal Street for Other Royal Street Customers pursuant to section 2.5 that are due and payable prior to the effective date of termination, including expenses incurred in connection with implementing the transition plan. Royal Street shall be entitled to all amounts accrued for Wholesale Services Fees.

16.4 Remedies in Lieu of Termination

     If MetroPCS fails to provide any of the services required under this Agreement and fails to cure the non-performance within sixty (60) days after written notice of its

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non-performance from Royal Street (“Failed Services”), Royal Street may, in addition to all other remedies it may have under this Agreement or at law and in equity, take any and all action necessary to cause the Failed Services to be performed, including retaining third parties to provide the Failed Services, or otherwise. In that event, MetroPCS shall reimburse Royal Street any and all reasonable charges, fees, costs and expenses incurred by Royal Street in obtaining the Failed Services. In addition, MetroPCS shall refund to Royal Street any and all charges, fees, costs and expenses paid to MetroPCS for performance of the Failed Services.

ARTICLE XVII

INTELLECTUAL PROPERTY AND TRADEMARKS

     Nothing in this Agreement shall grant or convey to either Party any rights or license under any present or future Intellectual Property or Trademarks disclosed or arising pursuant to this Agreement.

ARTICLE XVIII

COMPLIANCE WITH LAWS

18.1 Compliance with the Communications Act

     The Parties acknowledge that the activities and relationships addressed by this Agreement are subject to Applicable Law, including without limitation the Communications Act and the regulations promulgated by the FCC.

18.2 No Violation

     Nothing in this Agreement will obligate a Party to take any action that violates Applicable Law. In no event will a Party be obligated to perform any acts or to abstain from performing any act if, in the Party’s reasonable legal and/or business judgment, after consulting with the other Party, performance or non-performance will violate the Act or any Applicable Law, any regulation, Final Order or policy of the FCC, any antitrust laws or any other Federal or state law or regulation.

18.3 Preservation of Control

     Nothing in this Agreement permits, or will be deemed to permit, MetroPCS to exercise de facto or de jure control over Royal Street or its operations.

18.4 Regulatory Submissions

     In the event that either Party reasonably concludes that it is necessary or advisable to file this Agreement with a Governmental Entity or that a Governmental Entity is required to approve or review this Agreement or the arrangement between the Parties, the

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other Party will cooperate fully in the preparation and filing of any regulatory filings which may be necessary or appropriate, including, without limitation, providing such information as may reasonably be necessary or which is requested by the Governmental Entity. Where one Party believes that information to be filed with a Governmental Entity is proprietary or sensitive business information, the Parties will cooperate to obtain such confidential treatment from the Governmental Entity as may reasonably be secured.

18.5 Modification or Amendment of this Agreement

     In the event a Governmental Entity with jurisdiction over a Party or both Parties or over this Agreement determines that one or more provisions of this Agreement are unlawful, contrary to public policy or otherwise unenforceable, the Parties will negotiate in good faith to amend the Agreement in order to comply with any such applicable regulatory requirements or policies while preserving the business objectives of both Parties. In the event the Parties cannot reach agreement as to new or revised provisions that will comply with the applicable regulatory requirements or policies and preserve their business objectives, this Agreement will terminate upon ninety (90) days written notice from one Party to the other, subject to the transition provisions of Section 16.3. Either Party may, without the consent of the other Party, appeal or seek reconsideration of any decision or Final Order which holds one or more provisions of this Agreement unlawful, contrary to public policy or otherwise unenforceable, but such appeal or request for reconsideration will not affect the obligations of the Parties under this Section to negotiate in good faith, unless a stay of the decision or Final Order is obtained and the terms and conditions of the stay are acceptable to both Parties. In such event, the obligations of the Parties to negotiate under this Section will attach at such time as the stay is lifted and the adverse decision or Final Order is reinstated or becomes effective or the stay is modified in a manner that a Party reasonably finds unsatisfactory.

ARTICLE XIX

INDEMNIFICATION

19.1 General

     Each Party (the “Indemnifying Party”) will defend, indemnify and hold harmless the other Party, including any of its Affiliates, officers, directors, shareholders, employees and agents (the “Indemnified Party”), from and against any and all claims, damages, losses, liabilities whatsoever, including reasonable legal fees and any damages, (“Claims”) arising out of, caused by, related to or based upon a Claim (a) by a third party for physical property damage, personal injury, or wrongful death, whether sounding in tort or contract, claim of defamation, invasion of privacy or similar claim based on any act or omission of the other Party, its employees, agents or contractors in connection with this Agreement, (b) that the Indemnifying Party’s products or services infringe or violate any copyright, trade secret, trademark or service mark, United States patent or other proprietary right of a third party, or (c) that the claimant was “slammed” or “crammed,”

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as those terms are understood in the industry, except where such Claims arise out of the willful misconduct, gross negligence or fraud of the Party seeking indemnification.

19.2 Indemnification Procedure

     In any case under this Agreement where one party has indemnified the other against any Claim or legal action, indemnification shall be conditioned on compliance with the procedure outlined below:

(a)	Provided that prompt notice is given of a Claim or suit for which indemnification might be claimed, unless the failure to provide such notice does not actually and materially prejudice the interests of the party to whom such notice is to be provided, the indemnifying party promptly will defend, contest, or otherwise protect against any such Claim or suit at its own cost and expense. Such notice shall describe the Claim or suit in reasonable detail and shall indicate the amount (estimated, if necessary) of the loss that has been or may be suffered by the indemnified party.
(b)	The indemnified party may, but will not be obligated to, participate at its own expense in a defense thereof by counsel of its own choosing, but the indemnifying party shall be entitled to control the defense unless the indemnified party has relieved the indemnifying party from liability with respect to the particular matter, provided that the indemnifying party may only settle or compromise the matter subject to indemnification without the consent of the indemnified party if such settlement includes a complete release of all indemnified parties as to the matters in dispute and provided further that the indemnified party will not unreasonably withhold consent to any settlement or compromise that requires its consent.
(c)	In the event the indemnifying party fails to timely defend, contest or otherwise protect against any such Claim or suit, the indemnified party may, but will not be obligated to, defend, contest or otherwise protect against the same, and make any compromise or settlement thereof and recover the entire costs thereof from the indemnifying party, including reasonable attorneys’ fees, disbursements and all amounts paid as a result of such Claim or suit or the compromise or settlement thereof; provided, however, that if the indemnifying party undertakes the defense of such matter, the indemnified party shall not be entitled to recover from the indemnifying party for its costs incurred in the defense thereof other than the reasonable costs of investigation undertaken by the indemnified party and reasonable costs of providing assistance.
(d)	The indemnified party shall cooperate and provide such assistance as the indemnifying party may reasonably request in connection with the defense of the matter subject to indemnification and in connection with recovering from any third parties amounts that the indemnifying party may pay or be

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required to pay by way of indemnification hereunder. The indemnified party shall take commercially reasonable steps to protect its position with respect to any matter that may be the subject of indemnification hereunder in the same manner as it would any similar matter where no indemnification is available.

19.3 Mitigation of Damages

     An indemnified party shall, to the extent practicable and reasonably within its control and at the expense of the indemnifying party, make commercially reasonable efforts to mitigate any damages of which it has adequate notice, provided that the indemnified party shall not be obligated to act in contravention of Applicable Law or in contravention of reasonable and customary practices of a prudent person in similar circumstances. The indemnifying party shall have the right, but not the obligation, and shall be afforded the opportunity by the indemnified party to the extent reasonably possible, to make commercially reasonable efforts to minimize damages before such damages actually are incurred by the indemnified party.

19.4 Claim of Infringement

     In the case of a Claim of infringement of any Intellectual Property or Trademark right, where a court of competent jurisdiction finds such infringement, the Indemnifying Party will, at its option and expense, use all reasonable efforts either (a) to procure for the Indemnified Party the right to continue to use the product, service or other item as provided for herein, (b) to modify the infringing product, service or other item so that it is noninfringing, without materially altering its performance or function, (c) to replace the infringing product, service or other item with a substantially equivalent noninfringing item, or (d) to refund the price paid for the use of such Intellectual Property or Trademark right, less a reasonable charge for the use prior to the infringement.

ARTICLE XX

REPRESENTATIONS AND WARRANTIES

     Each Party hereby represents and warrants to the other Party as of November 24, 2004 as follows:

20.1 Organization, Standing and Authority

     The Party is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction where it is formed, that it has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herein, that all acts and other proceedings required to be taken to authorize the execution, delivery and performance hereof and the consummation of the transactions contemplated herein have been duly and properly taken, and that this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation

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of the Party, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

20.2 No Violation

     The execution and delivery by the Party of this Agreement and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not (a) conflict with or result in any violation of any provision of the organizational documents of the Party, (b) conflict with, result in a violation or breach of, or constitute a default, or give rise to any right of termination, revocation, cancellation, or acceleration, under, any material contract, concession or permit issued to the Party, except for any such conflict, violation, breach, default or right which is not reasonably likely to have a material adverse effect on the ability of the Party to consummate the transactions contemplated by this Agreement, (c) conflict with or result in a violation of any judgment, order, decree, writ, injunction, statute, law, ordinance, concession, permit, rule or regulation applicable to the Party or to the property or assets of the Party, except for any such conflict or violation which is not reasonably likely to have such a material adverse effect, or (d) violate any existing contractual arrangement to which the Party is a party or give rise to a Claim against any other Party for inducing a breach of contract or interfering with contractual or other rights, or similar Claim.

20.3 Consents and Approvals

     No consent, approval, license, permit, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to any Party in connection with the execution and delivery hereof or the consummation of the transactions contemplated hereby, other than those filings that are necessary in order for Royal Street to participate in the Auction Process and prosecute the applications where it is the Successful Bidder. The Parties have or will obtain all necessary consents, approvals, authorizations and permits necessary to perform fully hereunder.

20.4 Regulatory Compliance of Facilities

     Any equipment, facilities and services provided pursuant to this Agreement, including the attachments hereto, comply or will comply with all applicable rules or standards adopted by the FCC or other Governmental Entities including but not limited to those with respect to E-911, number portability, number conservation, CALEA, RF radiation hazard standards, universal service, privacy methodologies and access by persons with disabilities.

20.5 MetroPCS’s Covenant of Workmanlike Quality

     MetroPCS hereby covenants and agrees that it will exercise reasonable care in performing the services performed pursuant to this Agreement and that such services will

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be performed in a diligent, professional, commercially reasonably and workmanlike manner, consistent with industry standards for the wireless telecommunications industry. This covenant is given in lieu of any other warranty, express or implied, including without limitation, implied with warranties of merchantability or fitness for a particular purpose. Notwithstanding anything contained herein to the contrary, Royal Street’s sole remedy for a breach of this Agreement shall be (a) Royal Street’s right to have MetroPCS re-perform the services in a workmanlike manner and (b) Royal Street’s right to terminate the Agreement as set forth in Section 16.

ARTICLE XXI

LIMITATION OF LIABILITY

21.1 Limitations of Responsibility

     Each Party will be responsible only for services and facilities which are provided by that Party, its Affiliates, authorized agents, subcontractors or others retained by such persons, and no Party will bear any responsibility for the services and facilities provided by the other Party, the other Party’s Affiliates, agents, subcontractors or other persons retained by such Persons. No Party will be liable for any act or omission of another telecommunications carrier (other than an Affiliate) providing a portion of a service.

21.2 Limitations of Damages

     The Parties will not be liable to each other for any indirect, incidental consequential, reliance or special damages (including, without limitation, damages for harm to business, lost revenues, lost savings or lost profits suffered by such other parties), regardless of the form of action, whether in contract, warranty, strict liability, or tort, including without limitation negligence of any kind whether active or passive, and regardless of whether the Parties knew of the possibility that such damages could result. The Parties hereby release each other and their respective Affiliates, officers, directors, employees, and agents from any such Claim. Nothing contained in this section will limit one Party’s liability to another Party for (i) willful or intentional misconduct (including gross negligence) or (ii) bodily injury, death, or damage to tangible real or tangible personal property proximately caused by a Party’s negligent act or omission or that of their respective agents, subcontractors or employees, nor will anything contained in this section limit the Parties’ indemnification obligations under this Agreement.

21.3 Limitations of Liability

     Notwithstanding anything contained in this Agreement to the contrary, neither Party shall be (i) liable to the other Party for the failure to perform an obligation under this Agreement (nor shall either Party be in default or in breach of any provision of this Agreement) where the failure to perform is the result of the other Party’s failure to perform its obligations under this Agreement, nor (ii) required to perform its obligations under this Agreement when such Party’s performance is contingent upon the other

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Party’s performance and the other Party fails to perform its obligations under this Agreement.

21.4 Further Limitations

(a)	The Parties hereto waive as against each other any claims to consequential, special, exemplary or punitive damages except to the extent consequential, special, exemplary or punitive damages are awarded to a third party against an indemnified party in circumstances in which such indemnified party is entitled to indemnification hereunder. ***
(b)	In calculating any Damages to be paid under ARTICLE XIX or XXI, there shall be deducted ***.

ARTICLE XXII

CONFIDENTIALITY

22.1 General

     Each Party will hold in confidence and withhold from third parties (other than as permitted below) any and all Proprietary Information received pursuant to this Agreement, and all Proprietary Information used in the preparation and negotiation of this Agreement. Each Party will use such Proprietary Information only to fulfill its obligations or enforce its rights hereunder and for no other purposes unless the disclosing Party will otherwise agree in writing.

22.2 Obligation to Protect Proprietary Information

     Each Party will use commercially reasonable efforts to safeguard any Proprietary Information received pursuant to this Agreement from theft, loss or disclosure to others, and to limit access to Proprietary Information to those officers, directors and employees within the receiving Party’s organization, and subcontractors, consultants, investors, advisors, attorneys, service providers, business partners and others who reasonably require access in order to accomplish the aforesaid purposes. Proprietary Information will be protected hereunder only if it is in written or other permanent form and identified as proprietary when provided. Any such information in other than written or other permanent form when disclosed will be considered Proprietary Information that is protected hereunder, unless the Party disclosing such information advises the other Party that it is not Proprietary. The receiving Party will not be liable for unauthorized use or

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disclosure of any such Proprietary Information if it can establish that the same: (i) is or becomes public knowledge or part of the knowledge or literature within the telecommunications industry without breach of this Agreement by the receiving Party; (ii) is known to the receiving Party without restriction as to further disclosure when received; (iii) is independently developed by the receiving Party as demonstrated by written records; or (iv) is or becomes known to the receiving Party from a third party who had a lawful right to disclose it without breach of its contractual obligations. Specific Proprietary Information will not be deemed to be available to the public or in the possession of the receiving Party merely because it is included within more general information so available or in the receiving Party’s possession.

22.3 Judicial or Administrative Proceedings

     Should the receiving Party be faced with judicial or administrative governmental action to disclose Proprietary Information received hereunder, said receiving Party will use commercially reasonable efforts to notify the originating Party in sufficient time to permit the disclosing Party to intervene in response to such action.

22.4 Loss or Unauthorized Use

     The receiving Party agrees promptly to notify the disclosing Party of the loss or unauthorized use or disclosure of any Proprietary Information.

22.5 Nondisclosure Agreements

     Each Party will have any third party or Person to whom it provides the Proprietary Information of any other Party agree in writing to be bound to protect such Proprietary Information on the same conditions as set forth herein.

22.6 Termination

     Upon termination of this Agreement for any reason, the Parties will cease use of all Proprietary Information furnished by any other Party and will, at the direction of the furnishing Party, return or destroy all such Proprietary Information, together with all copies made hereof, except to the extent that the receiving Party retains a license to use such Proprietary Information. Upon request, the receiving Party will send the other Party a destruction certificate.

22.7 Irreparable Injury by Disclosure to Competitors

     Specifically, but without limiting the foregoing, each Party agrees and acknowledges that the disclosure by a Party of any Proprietary Information to any competitor of a Party could cause irreparable harm to such Party, and agrees not to make such a disclosure. Each Party will have the right to enforce the provision of this Section by injunctive relief, including specific performance. Personnel of one Party or its Affiliates present at the premises of one of the other Parties or its Affiliates will refrain

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from obtaining access to information that is proprietary to the customers of such other Party or its Affiliates. Such personnel will comply with the other Party’s or its Affiliates’ reasonable measures established to restrict such access.

22.8 Survival of Nondisclosure Obligations

     The obligations set forth in this ARTICLE XXII will survive the termination of this Agreement for ***.

ARTICLE XXIII

GENERAL PROVISIONS

23.1 Americans With Disabilities Act

     The Parties agree to coordinate any activities taken collectively which may be subject to the requirements of the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.) and with the network disclosure rules adopted by the FCC in proceedings to implement that Act or any amendments to that Act.

23.2 Amendment

     No amendment of this Agreement will be valid or binding on the Parties unless such amendment will be in writing and duly executed by an authorized representative of each Party.

23.3 Assignment

     No Party may assign or delegate any of its rights or obligations under this Agreement, provided, that (a) MetroPCS may subcontract its rights and obligations to an Affiliate without the consent of Royal Street, so long as MetroPCS remains responsible for compliance with the rights and obligations under this Agreement, (b) MetroPCS may assign its rights and obligation to an Affiliate with the consent of Royal Street, which consent shall not be unreasonably withheld, delayed or conditioned and (c) MetroPCS may assign its rights and obligations under this Agreement to an assignee or transferee of all or a substantial portion of the MetroPCS CMRS Systems provided that the licensee qualifications of the assignee or transferee have been approved by the FCC.

23.4 Attachments

     Any attachments to this Agreement are incorporated into the Agreement and governed by the terms hereof. In the event of any conflict between an attachment and this Agreement, the attachment will control.

23.5 Cooperation

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     Each Party will use its respective commercially reasonable efforts to perform all actions or refrain from performing any action, in either case as reasonably requested by any other Party, in connection with the performance of the activities contemplated by this Agreement.

23.6 Costs, Expenses and Attorneys’ Fees

     Each Party will be responsible for its own expenses arising under this Agreement, including the preparation of this Agreement, except as set forth herein.

23.7 Dispute Resolution

     All disputes will be resolved as provided for in ARTICLE 17 of the LLC Agreement.

23.8 Entire Agreement

     This Agreement, the LLC Agreement and Ancillary Agreements referenced in the LLC Agreement constitute the entire agreement and understanding of the Parties hereto with respect to the subject matters contained therein. To the extent there is a conflict between this Agreement and the LLC Agreement, the LLC Agreement will control.

23.9 Execution

     This Agreement may be executed in counterparts each of which copies will be deemed an original.

23.10 Force Majeure

     Neither Party will be liable for any delay or failure in performance of any part of this Agreement from any cause beyond its control and without its fault or negligence including, without limitation, acts of nature, acts of civil or military authority, government regulations, embargoes, epidemics, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, work stoppages, failures by common carriers or suppliers, equipment failure, cable cuts, power blackouts, volcanic action, other major environmental disturbances or unusually severe weather conditions. In such event, the Party affected will, upon giving prompt notice to the other Party, be excused from such performance on a day-to-day basis to the extent of such interference (and the other Party will likewise be excused from performance of its obligations on a day-to-day basis to the extent such Party’s obligations are related to the performance so interfered with). Good Faith Performance

23.11 Good Faith Performance

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     Each Party will act in good faith in its performance under this Agreement and, in each case in which a Party’s consent or agreement is required or requested hereunder, such Party will not unreasonably withhold or delay such consent or agreement.

23.12 Governing Law

     This Agreement will be construed in accordance with and governed by the laws of the State of Delaware without regard to choice of law provisions.

23.13 Insurance

     At all times during the term of this Agreement each Party will keep and maintain in force at its own expense, and covering the other Party as an additional insured, all insurance required by Applicable Law, including, but not limited to, workers’ compensation insurance, and general liability insurance in an amount to be determined promptly following the Effective Date for personal injury or death, property damage, and automobile liability with coverage for bodily injury and property damage. Upon request by the other Party, a Party will provide to the other Party evidence of such insurance (which may be provided through a program of self-insurance). Each Party must give the other Party at least thirty (30) days prior written notice of termination of any of the foregoing insurance policies.

23.14 Joint Work Product

     This Agreement is the joint work product of the Parties and has been negotiated by the Parties and their respective counsel and will be fairly interpreted in accordance with its terms. In the event of any ambiguities, no inferences will be drawn against either Party.

23.15 Labor Relations

     Each Party will be responsible for labor relations with its own employees. Each Party agrees to notify the other Party as soon as practicable whenever such Party has knowledge that a labor dispute concerning its employees is delaying or threatens to delay such Party’s timely performance of its obligations under this Agreement and will minimize impairment of service to the other Party (e.g., by using its management personnel to perform work or by other means) to the extent permitted by Applicable Law.

23.16 No Waiver

     The failure of any Party to insist upon or enforce strict performance by any other Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.

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23.17 Nonexclusive Dealings

     This Agreement does not prevent either Party from operating Commercial Mobile Radio Service systems on its own, or with other Persons.

23.18 Notices

     Any notice, request, instruction or other document to be given hereunder by any Party to any other Party under any section of this Agreement will be in writing and will be deemed given upon receipt if delivered personally or by telex or facsimile, the next day if by express mail or three (3) days after being sent by registered or certified mail, return receipt requested, postage prepaid to the following addresses (or at such other address for a Party as will be specified by like notice provided that such notice will be effective only after receipt thereof):

If to MetroPCS:	MetroPCS Wireless, Inc.
	8144 Walnut Hill Lane
	Suite 800
	Dallas, Texas 75231
	Attention: Vice President, General Counsel and Secretary
	Telephone: 214-265-2550
With a copy (which will not	Paul, Hastings, Janofsky & Walker LLP
constitute notice) to:	875 15th Street N.W.
	Twelfth Floor
	Washington, DC 20005
	Attention: Carl. W. Northrop
	Telephone: 202-551-1725
If to Royal Street:	Royal Street Communications, LLC
	PO Box 2365
	Southampton, NY 11969
	Attention: Robert Gerard
	Telephone: 631-283-9153
With a copy (which will not	Schulte, Roth & Zabel LLP
constitute notice) to:	919 Third Avenue
	New York, NY 10022
	Attention: Paul N. Roth, Michael R. Littenberg
	Telephone: 212-593-5955

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23.19 Publicity

     The Parties agree to cooperate in the preparation and dissemination of publicity concerning this Agreement. No Party will make a public announcement about this Agreement or the Parties’ discussions related to any aspect of it, without the written consent of the other Party, which consent will not be unreasonably refused, delayed, or conditioned. Any Party may at any time make announcements which are required by Applicable Law, regulatory bodies, or stock exchange or stock association rules, so long as the Party so required to make the announcement notifies in advance the other Party of such requirement and promptly discusses with the other Party in good faith the wording of any such announcement.

23.20 Regulatory Filings

     Each Party will cooperate to the extent reasonably practicable in the preparation and filing of any regulatory filings necessary or advisable to permit the performances and operations set forth in this Agreement, including, without limitation, the provision of any information as may reasonably be necessary therefore.

23.21 Relationship of Parties

     Each Party shall perform services hereunder as an independent contractor and nothing herein shall be construed as creating any other relationship between the Parties. The relationship established by this Agreement will not be construed to create a partnership, joint venture or any other form of legal entity, nor establish any fiduciary relationship among the Parties or any affiliate of any Party. The provision of the services described in this Agreement does not establish any joint undertaking, joint venture, pooling arrangement, partnership, fiduciary relationship or formal business organization of any kind. Except as provided in this Agreement, no Party shall act as or hold itself out as agent for the other Party or create or attempt to create liabilities for any other Party.

23.22 Rules of Construction

     For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (a) words used in this Agreement, regardless of the gender and number specifically used, will be deemed and construed to include any other gender and any other number as the context requires; (b) as used in this Agreement, the word “including” is not limiting, and the word “or” is not exclusive; (c) except as specifically otherwise provided in this Agreement in a particular instance, a reference to a Section, Schedule, Attachment, Appendix or Exhibit is a reference to a Section of this Agreement or a Schedule, Attachment, Appendix or Exhibit hereto, and the terms “this Agreement,” “hereof,” “herein,” and other like terms refer to this Agreement as a whole, including the Schedules, Attachments, Appendices and Exhibits to this Agreement, and not solely to any particular part of this Agreement; (d) the descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement; (e) this Agreement will be construed to

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refer to the provision of services in the United States of America; and (f) as used in this Agreement, unless otherwise specifically noted herein, the word “day” or “days” means a calendar day or days, respectively, including weekends and holidays.

23.23 Severability

     In case any one or more of the provisions contained in this Agreement is for any reason be held to be invalid, illegal or unenforceable in any respect by a court or other authority of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein and, in lieu of each such illegal, invalid or unenforceable provision, there will be added automatically as a part of the Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable, it being the intent of the Parties to maintain the benefit of the bargain for all Parties. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found by the FCC to violate applicable FCC rules, regulations or policies, the Parties shall negotiate in good faith to agree on a suitable and equitable provision to be substituted therefore in order to preserve the benefits to the respective Parties contemplated by and the purposes of this Agreement.

23.24 Third Party Warranties

     Each Party will enforce any rights, warranties, licenses, terms and conditions and other benefits accruing to it under each of its agreements with third parties participating in or providing equipment, software or other services used in connection with the provision of services under the Agreement wherever and whenever such Party’s failure to enforce any such rights, warranties, licenses, terms, conditions and other benefits could materially impair its ability to provide such services in accordance with the terms and conditions of the Agreement.

23.25 Third Party Beneficiaries

     This Agreement is for the sole benefit of the Parties and their permitted assigns, and nothing herein expressed or implied will create or be construed to create any third-party beneficiary rights hereunder, other than to permitted assigns. Except as specifically provided in this Agreement, nothing in this Agreement will constitute a Party as a legal representative or agent of the other Party, nor will a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name or on behalf of the other Party unless otherwise expressly permitted by such other Party.

23.26 Use of Contractors and Agents

     Each Party will be fully responsible for the actions and conduct of their contractors, subcontractors, consultants, agents and others employed to undertake or

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perform any act or function under this Agreement as if the Party undertook or performed the act or function through its directors, officers and employees.

23.27 Venue; Waiver of Jury Trial

(a)

THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND THE FEDERAL COURT OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT OR OF ANY SUCH DOCUMENT, THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH A DELAWARE STATE OR FEDERAL COURT. THE PARTIES CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE.

(b)

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO

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ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 23.27.

[signatures follow on next page]

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          IN WITNESS WHEREOF, the Parties hereto have caused this Services Agreement to be executed by their respective authorized representatives as of the date and year first above written.

METROPCS WIRELESS, INC.		ROYAL STREET COMMUNICATIONS, LLC
By:	/s/ Roger D. Linquist	By:	/s/ Robert A. Gerard
Name:	Roger D. Linquist	Name:	ROBERT A. GERARD
Title:	President and CEO	Title:	CHIEF EXECUTIVE OFFICER

APPENDIX A

Master Equipment and Facilities Lease Agreement

CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, METROPCS, C9 WIRELESS AND ROYAL STREET COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES

MASTER EQUIPMENT AND FACILITIES LEASE AGREEMENT

by and between

METROPCS WIRELESS, INC. and ROYAL STREET COMMUNICATIONS, LLC

LESSEE:	Royal Street Communications, LLC
Address:	PO Box 2365
	Southampton, NY 11969
LESSOR:	MetroPCS Wireless, Inc.
Address:	8144 Walnut Hill Lane
	Suite 800
	Dallas, TX 75231

Lease Number:                     

     1. AGREEMENT. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment and Facilities as more fully described in any schedule (individually a “Schedule” and collectively the “Schedules”) that is or are incorporated by reference into this Master Equipment and Facilities Lease Agreement (the “Agreement”). Each Schedule shall be incorporated by reference into this Agreement by listing the above-referenced Lease Number thereon and shall upon such incorporation be deemed to become part of a single integrated agreement governed by the terms and conditions of this Agreement, as well as by the terms and conditions set forth in the applicable Schedule. Each Schedule, when taken with this Agreement and all other Schedules, shall constitute the entire agreement. All capitalized terms herein which are not defined herein shall have the meanings ascribed to them in the Services Agreement, dated as of November 24, 2004, between MetroPCS Wireless, Inc. and Royal Street Communications, LLC (the “Services Agreement”).

     2. APPOINTMENT OF LESSOR AS PURCHASING AGENT. Lessee has delivered to Lessor copies of the Construction Plan and Technical Services Plan (collectively, the “Plans”) that have been duly approved by the Management Committee of Royal Street. Together, the Plans specify the Equipment and Facilities to be utilized in the construction and operation of the Royal Street Systems. Lessee authorizes Lessor to act as Lessee’s agent to issue a purchase order to any third party for the Equipment and Facilities (each, a “Seller”) and for necessary related goods and services in accordance with the Plans. Such purchase order shall be subject to this Section 2 and all references in this Agreement to Purchase Documents shall include such purchase order. By executing the applicable Schedule, Lessee represents and warrants that Lessee has reviewed, approved and received a copy of the applicable Purchase Documents.

     3. DELIVERY; ACCEPTANCE. Lessor shall cause the Equipment and Facilities to be delivered, at Lessee’s expense, to Lessee at the Equipment and Facilities Location (as specified in the applicable Schedule) and Lessee shall accept the Equipment and Facilities upon the later of (a) the installation of the Equipment and Facilities or (b) the satisfaction of the acceptance criteria, if

any, specified in the applicable Purchase Documents. In any event, Lessee shall evidence its acceptance of the Equipment and Facilities and commencement of this Agreement with respect thereto by executing and delivering to Lessor a commencement certificate (the “Commencement Certificate”) in a form acceptable to Lessor within five (5) business days after delivery. By executing and delivering a Commencement Certificate to Lessor, Lessee represents and warrants that it has irrevocably accepted such Equipment and Facilities under this Agreement. Lessee shall reimburse Lessor for any late payment, interest on late payment or any other similar fee or charge imposed by Seller as the result of Lessee’s failure to timely furnish its acceptance and all pertinent lease documentation.

     4. PURCHASE OF EQUIPMENT AND FACILITIES. Provided that no Event of Default (as defined in Section 18) exists, and no event has occurred and is continuing that with notice or the lapse of time or both would constitute an Event of Default, Lessor shall be obligated to purchase the Equipment and Facilities from Seller and to lease the Equipment and Facilities to Lessee if and only if Lessor receives on or before the Latest Commencement Date (as specified in the applicable Schedule) the related Commencement Certificate and Schedule executed by Lessee, and such other documents or assurances as Lessor may reasonably request.

     5. TERM. The initial term of each Schedule shall begin on the date specified as the Commencement Date on the Commencement Certificate with respect to such Schedule and shall, unless otherwise specified in the Schedule, continue for a period of *** (the “Initial Term”) with *** renewal terms (each a “Renewal Term”), at Royal Street’s written election, beginning on the expiration of, as applicable, the Initial Term or any preceding Renewal Term (collectively, the “Term”). At any time after *** following the Commencement Date of a Schedule, Lessee may terminate such Schedule prior to the end of its Term upon ninety (90) days prior written notice to Lessor (“Termination Notice”) provided that no such Termination Notice shall be effective unless, prior to or on the effective date of such Termination Notice, Lessee shall have paid Lessor the Lessor’s Return (as hereinafter defined) for the Equipment and Facilities set forth in such Schedule. Lessee’s failure to pay the Lessor’s Return prior to or on the effective date of such Termination Notice shall render such Termination Notice ineffective and Lessee shall continue to make the Rental Payments set forth in such Schedules.

     6. RENT; LATE CHARGES. Lessee shall pay Lessor the first Rental Payment (as specified in the applicable Schedule) for the Equipment and Facilities on or before the Commencement Date of the applicable Schedule and shall pay Lessor the remaining periodic Rental Payments on or before the periodic payment dates specified in the applicable Schedule. If, pursuant to this Agreement or the applicable Schedule, the Term is extended, Lessee shall also pay all Rental Payments required with respect thereto. In the case of a breach or an Event of Default on the part of Lessee under this Agreement or any Schedule, all Rental Payments shall become immediately due and payable by Lessee without demand or notice, without any court order or other process of law and without liability to Lessee for any damages occasioned by such action, and all Equipment and Facilities are to be immediately returned to Lessor’s possession in the same condition provided to the Lessee, less reasonable wear and tear. Lessor is under no duty to mitigate any damages caused by Lessee’s breach or Event of Default. All Rental Payments will be sent to Lessor’s above-referenced address, or to such other address as specified by Lessor in writing. Lessee agrees to pay Lessor interest at the rate of *** per month (or such lesser rate as is the

maximum rate allowable under applicable law) on any Rental Payment (or other amount due hereunder) that is not paid within ten (10) days of its due date.

     7. INSURANCE. At its own expense, Lessee shall provide and maintain the following insurance: (a) insurance against the loss or theft of or damage to the Equipment and Facilities for the greater of the Stipulated Loss Value (computed as described in the applicable Schedule) or full replacement value thereof, naming Lessor as a loss payee; and (b) public liability and third-party property damage insurance, naming Lessor as an additional insured. Such insurance shall be in a form, amount and with companies reasonably satisfactory to Lessor, shall contain the insurer’s agreement to give Lessor thirty (30) days’ prior written notice before cancellation or material change thereof, and shall be payable to Lessor regardless of any act, omission or breach by Lessee. Lessee shall deliver to Lessor the insurance policies or copies thereof or certificates of such insurance on or before the Commencement Date of the applicable Schedule, and at such other times as Lessor may reasonably request. If no Event of Default exists, and no event has occurred and is continuing that with notice or the lapse of time or both would constitute an Event of Default, the proceeds of any insurance required under clause (a) hereof that have been paid to Lessor shall be applied against Lessee’s obligations to Lessor under Section 12 hereof.

     8. TAXES. Lessee shall reimburse Lessor for (or pay directly, but only if instructed by Lessor) all taxes, fees, and assessments that may be imposed by any taxing authority on the Equipment and Facilities, on its purchase, ownership, delivery, possession, operation, rental, lease, return to Lessor or its purchase by Lessee (collectively, “Taxes”); provided, however, that Lessee shall not be liable for any such Taxes (whether imposed by the United States of America or by any other domestic or foreign taxing authority) imposed on or measured by Lessor’s net income or tax preference items. Lessee’s obligation includes, but is not limited to, the obligation to pay all license and registration fees and all sales, use, excise, personal property and other taxes and governmental charges, together with any penalties, fines and interest thereon, that may be imposed during the Term of the applicable Schedule. Lessee is liable for these Taxes whether they are imposed upon Lessor, Lessee, the Equipment and Facilities, this Agreement or the applicable Schedule. If Lessee is required by law or administrative practice to make any report or return with respect to such Taxes, Lessee shall promptly advise Lessor thereof in writing and shall cooperate with Lessor to ensure that such reports are properly filed and accurately reflect Lessor’s interest in the Equipment and Facilities. Lessor has no obligation to contest any such Taxes; however, Lessee may do so provided that: (a) Lessee does so in its own name and at its own expense; (b) the contest does not and will not result in any lien attaching to any Equipment and Facilities or otherwise jeopardize Lessor’s right to any Equipment and Facilities; and (c) Lessee indemnifies, defends, and holds harmless Lessor for all expenses (including legal fees and costs), liabilities and losses that Lessor incurs as a result of any such contest.

     9. REPAIRS; USE; LOCATION; LABELS. Lessee shall: (a) at its own expense, keep the Equipment and Facilities in good repair, condition and working order and maintained in accordance with the manufacturer’s recommended engineering and maintenance standards by personnel certified to work on such Equipment and Facilities; (b) use the Equipment and Facilities lawfully and exclusively in connection with its business operations and for the purpose for which the Equipment and Facilities was designed and intended; and (c) without Lessor’s prior written consent, not move the Equipment and Facilities from the Equipment and Facilities Location. If

Lessor supplies Lessee with labels stating that the Equipment and Facilities is owned by Lessor, Lessee shall affix such labels to the Equipment and Facilities pursuant to Lessor’s instructions.

     10. ACCESS; MAINTENANCE; INSPECTION; ALTERATIONS. Lessee shall have Unfettered Access to the Equipment and Facilities. At its own expense, Lessee shall: (a) enter into and maintain a maintenance agreement for the Equipment and Facilities with the manufacturer or other party certified to maintain such Equipment and Facilities who is acceptable to Lessor; (b) maintain the Equipment and Facilities in the same condition as when delivered, subject only to ordinary wear and tear, and in good operating order and appearance; (c) make all alterations or additions to the Equipment and Facilities that may be required or supplied by the Seller, the manufacturer, applicable regulatory agencies, or which is otherwise legally necessary; and (d) make no other alterations or additions to the Equipment and Facilities (except for alterations or additions that will not impair the value or performance of the Equipment and Facilities and that are readily removable without damage to the Equipment and Facilities). Any modifications, alterations, repairs, or additions that Lessee makes to the Equipment and Facilities (except as permitted by Section 10(d) above) shall become Lessor’s property and shall also be deemed to be Equipment and Facilities. Upon request, Lessor, or any party designated by Lessor, shall have the right to inspect the Equipment and Facilities and Lessee’s applicable maintenance agreement and records at any reasonable time.

     11. PERSONAL PROPERTY; LIENS AND ENCUMBRANCES; TITLE. The Equipment and Facilities shall at all times remain personal property, notwithstanding that the Equipment and Facilities, or any part thereof, may be (or becomes) affixed or attached to real property or any improvements thereon. Except for the interest of Lessor, Lessee shall keep the Equipment and Facilities free and clear of all levies, liens and encumbrances of any nature whatsoever. Except as expressly set forth in this Agreement, the Equipment and Facilities shall at all times remain the property of Lessor and Lessee shall have no right, title or interest therein.

     12. RISK OF LOSS. As between Lessor and Lessee, Lessee shall bear the entire risk of loss, theft, destruction or damage to the Equipment and Facilities from any cause whatsoever or requisition of the Equipment and Facilities by any governmental entity or the taking of title to the Equipment and Facilities by eminent domain or otherwise (collectively, a “Loss”). Lessee shall advise Lessor in writing within ten (10) days of any such Loss. Except as provided below, no such Loss shall relieve Lessee of the obligation to pay Lessor Rental Payments and all other amounts owed hereunder. In the event of any such Loss, Lessor, at its option, may: (a) if the Loss has not materially impaired the Equipment and Facilities (in Lessor’s reasonable judgment), require Lessee, upon Lessor’s demand, to place the Equipment and Facilities in good condition and repair reasonably satisfactory to Lessor; or (b) if the Loss has materially impaired the Equipment and Facilities (in Lessor’s reasonable judgment), require Lessee, upon Lessor’s demand, to pay Lessor ***. Upon Lessor’s full receipt of such Lessor’s Return: (y) the applicable Schedule shall terminate, and except as provided in Section 24, Lessee shall be relieved of all

obligations under the applicable Schedule; and (z) Lessor shall transfer all of its interest in the Equipment and Facilities to Lessee “AS IS, WHERE IS,” and without any warranty, express or implied from Lessor, other than the absence of any liens or claims by, through, or under Lessor. Notwithstanding clause (b) in this Section 12, Lessor may, at its option, elect to have Lessee continue Rental Payments under the applicable Schedule, without interruption, and replace the damaged Equipment and Facilities with Equipment and Facilities of identical model, manufacturer and condition (“Replacement Equipment and Facilities”), in which case Lessee shall cause the Replacement Equipment and Facilities to be delivered to a location acceptable to Lessor and shall convey title (lien free) to the Lessor whereupon the Replacement Equipment and Facilities shall be subject to all of the terms and conditions of this Agreement and the applicable Schedule.

     13. NON-CANCELABLE NET LEASE. Except as provided in Section 5 hereof, all leases hereunder shall be non-cancelable net leases, and Lessee agrees that it has an unconditional obligation to pay all rental payments and other amounts when due. Lessee may abate or reduce rental payments or any other amounts due, or may set off any charges against those amounts, provided, such abatement, reduction or set off is for obligations between Lessor and Lessee. Lessee is not entitled to recoupments, cross-claims, counterclaims or any other defenses to any rental payments or other amounts due hereunder, whether those defenses arise out of claims by Lessee against Lessor, Seller, this Agreement, any schedule or otherwise. Neither defects in Equipment and Facilities, damage to it, nor its loss, destruction or late delivery, shall terminate this Agreement or any schedule, or affect Lessee’s obligations hereunder. Unless Lessee’s obligation to pay rental payments and other amounts has been terminated pursuant to the express terms of this Agreement, all rental payments and other amounts shall continue to be due and payable hereunder.

     14. LESSOR DISCLAIMERS; LIMITATION OF REMEDIES. It is specifically understood and agreed that: (a) Lessor shall not be deemed to have made any representation, warranty or promise made by Seller, neither Seller nor Lessor shall act as, or be deemed to be, an agent of the other, and Lessor shall not be bound by, or liable for, any representation or promise made by Seller; (b) Lessor shall not be liable for any failure of any Equipment and Facilities or any delay in its delivery or installation; (c) Lessor shall not be liable for any breach of any warranty that Seller may have made; (d) Lessee has selected all Equipment and Facilities; (e) Lessor is not a manufacturer of any Equipment and Facilities; and (f) the Equipment and Facilities are provided by Lessor “AS-IS” without any warranties of any kind from Lessor and Lessor has not made and does not now make any representation or warranty, express or implied, with respect to the design, compliance with specifications, operation, or condition of any Equipment and Facilities (or any part thereof), the merchantability or fitness of Equipment and Facilities for a particular purpose, or issues regarding patent infringement, title and the like. It is further agreed that Lessor shall have no liability to Lessee, Lessee’s customers, or any third parties for any direct, indirect, special, punitive, treble, or consequential damages arising out of this Agreement or any schedule or concerning any Equipment and Facilities, or for any damages based on strict or absolute tort liability; provided, however, that nothing in this Agreement shall deprive Lessee of any rights it may have against any person other than Lessor. Lessee shall look solely to Seller for any and all claims and warranties relating to the Equipment and Facilities. Lessor hereby assigns to Lessee for the term of the applicable schedule the right to enforce, provided no Event of Default then exists under this Agreement and such enforcement is pursued in Lessee’s name, any representations, warranties and agreements made by Seller pursuant to the purchase documents, and Lessee may retain any

recovery resulting from any such enforcement efforts. To the extent permitted by applicable law, Lessee waives any and all rights and remedies conferred upon a Lessee by Article 2a of the UCC and any rights now or hereinafter conferred by statute or otherwise that may limit or modify Lessor’s rights as described in this section or other sections of this Agreement. In the event of any breach of any warranty or obligation under this Agreement, Lessee’s sole remedy shall be for Lessor to reperform the obligation hereunder. LESSEE’S SOLE REMEDIES AGAINST LESSOR OR LESSOR’S SUPPLIERS FOR LOSS OR DAMAGE RESULTING FROM, ARISING IN CONNECTION WITH, OR CAUSED BY, EITHER DIRECTLY OR INDIRECTLY, DEFECTIVE ITEMS OF EQUIPMENT OR FACILITIES, OR PARTIAL OR TOTAL FAILURE OF THE EQUIPMENT OR FACILITIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE LESSEE’S RIGHT TO RECEIVE THE SELLER’S REPAIR OR REPLACEMENT SERVICE DESCRIBED IN ITS LIMITED WARRANTY. The foregoing shall be Lessee’s sole and exclusive remedies at law or in equity, except for Lessee’s right to claim damages for bodily injury to any person caused by the negligence of Lessor. The parties further agree that the foregoing allocation of risk shall, in the event of Seller’s inability, despite good faith efforts, to meet its warranty obligations hereunder, remain in effect regardless of whether the exclusive remedies provided for under this Section 14 then satisfy the essential purposes for which they were intended, or otherwise provide Lessee with a fair quantum of relief.

     15. LESSEE WARRANTIES. Lessee represents, warrants and covenants to Lessor that: (a) Lessee is duly organized, validly existing and in good standing under applicable law; (b) Lessee has the power and authority to enter into this Agreement, all Schedules and all other related instruments or documents hereunder (collectively, the “Fundamental Agreements”); (c) such Fundamental Agreements are enforceable against Lessee in accordance with their terms and do not violate or create a default under any instrument or agreement binding on Lessee; (d) there are no pending or threatened actions or proceedings before any court or administrative agency that would have a material adverse effect on Lessee or any Fundamental Agreement, unless such actions are disclosed to Lessor and consented to in writing by Lessor; (e) Lessee shall comply in all material respects with all Federal, state and municipal laws and regulations the violation of which could have a material adverse effect upon the Equipment and Facilities or Lessee’s performance of its obligations under any Fundamental Agreement; (f) Lessee shall obtain all governmental approvals necessary for it to enter into and perform each Fundamental Agreement; (g) each Fundamental Agreement shall be effective against all creditors of Lessee under applicable law, including fraudulent conveyance and bulk transfer laws, and shall raise no presumption of fraud; (h) financial statements and other related information furnished by Lessee shall be prepared in accordance with generally accepted accounting principles and shall present Lessee’s financial position as of the dates given on such statements; (i) Lessee shall furnish Lessor with its certified financial statements, opinions of counsel, resolutions, and such other information and documents as Lessor may reasonably request; (j) all Equipment and Facilities is leased for business purposes only, and not for personal, family or household purposes; and (k) all Equipment and Facilities is tangible personal property and shall not become a fixture or real property under Lessee’s use thereof. Lessee shall be deemed to have reaffirmed the foregoing warranties each time it executes any Fundamental Agreement.

     16. GENERAL INDEMNITY. Lessee shall indemnify, hold harmless, and, if so requested by Lessor, defend Lessor against all claims (“Claims”) directly or indirectly arising out of or connected with the Equipment and Facilities or any Fundamental Agreement. Claims refers to all losses, liabilities, damages, penalties, expenses (including legal fees and costs), claims, actions, and suits, whether based on a theory of strict liability of Lessor or otherwise, and includes, but is not limited to, matters regarding: (a) the selection, manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, maintenance, use, condition, return or operation of the Equipment and Facilities; (b) any latent defects or other defects in any Equipment and Facilities, whether or not discoverable by Lessor or by Lessee; (c) any patent, trademark, or copyright infringement; and (d) the condition of any Equipment and Facilities arising or existing during Lessee’s use.

     17. SURRENDER; EXTENSION OF TERM. Unless Lessee purchases the Equipment and Facilities or renews the Term pursuant to the applicable Schedule, or acquires the Equipment and Facilities pursuant to Section 12 hereof, Lessee shall, at its expense, deinstall, inspect and properly pack the Equipment and Facilities, and return the Equipment and Facilities at the expiration of the Term, free of all liens and rights of others, by delivering it on board such common carrier as Lessor may specify with freight prepaid to any destination within the United States of America specified by Lessor. The Equipment and Facilities shall be accompanied by an original copy of the relocation inventory or other applicable form completed by the agent performing the deinstallation. If Lessor so requests, Lessor and its agents shall have the right to enter upon any premises where Equipment and Facilities may be located at a reasonable time to perform any of Lessee’s tasks noted above in this Section 17, and Lessee shall reimburse Lessor for all costs and expenses Lessor incurs in fulfilling such tasks. Lessee agrees that the Equipment and Facilities, when returned to Lessor, shall be in the same condition as when delivered to Lessee, reasonable wear and tear excepted, and certified as being eligible for the manufacturer’s generally available maintenance contract at then prevailing rates, without Lessor incurring any expense to repair, rehabilitate or certify such Equipment and Facilities (Lessee shall be liable for all costs and expenses Lessor incurs to place the Equipment and Facilities in such condition). If requested by Lessor, Lessee, at its expense, shall store the Equipment and Facilities on its premises for a reasonable period, not to exceed ten (10) business days during which period the Equipment and Facilities shall be subject to all of the terms and conditions hereof, except for the obligation to make Rental Payments. In all instances where Lessee is returning Equipment and Facilities to Lessor, Lessee shall give Lessor written notice thereof in accordance with the terms of the applicable Schedule. If Lessee fails to provide the aforementioned notice or return the Equipment and Facilities to Lessor in the time and manner provided above, the Term shall be extended in accordance with the terms of the applicable Schedule. If any Schedule is extended pursuant to the preceding sentence, Lessee shall continue to pay the higher of the periodic Rental Payments in effect prior to the expiration of the then existing term of the applicable Schedule (whether it be the Initial Term or any Renewal Term) or such other periodic rental payment amount as is specified for such extension period in the Schedule, and all other provisions of this Agreement shall continue to apply.

     18. EVENTS OF DEFAULT. Any of the following shall constitute an Event of Default under this Agreement and all Schedules: (a) Lessee fails to pay any Rental Payment or any other amount payable to Lessor hereunder within ten (10) days after its due date; or (b) Lessee fails to

perform or observe any other representation, warranty, covenant, condition or agreement to be performed or observed by Lessee hereunder or in any other agreement with Lessor, or in any agreement with any other person that in Lessor’s sole opinion is a material agreement, and Lessee fails to cure any such breach within ten (10) days after notice thereof; or (c) any representation or warranty made by Lessee hereunder, or in any other instrument provided to Lessor by Lessee, proves to be incorrect in any material respect when made; or (d) Lessee makes an assignment for the benefit of creditors, whether voluntary or involuntary; or (e) a proceeding under any bankruptcy, reorganization, arrangement of debts, insolvency or receivership law is filed by or against Lessee or Lessee takes any action to authorize any of the foregoing matters; or (f) Lessee becomes insolvent or fails generally to pay its debts as they become due, the Equipment and Facilities are levied against, seized or attached, or Lessee seeks to effectuate a bulk sale of Lessee’s inventory or assets; or (g) Lessee voluntarily or involuntarily dissolves or is dissolved, or terminates or is terminated; or (h) any guarantor under this Agreement is the subject of an event listed in clauses (b) through (g) above; or (i) any letter of credit required pursuant to any Schedule is breached, canceled, terminated or not renewed during the Term of any such Schedule.

     19. REMEDIES. If an Event of Default occurs, Lessor may, in its sole discretion, exercise one or more of the following remedies: (a) terminate this Agreement or any or all Schedules; or (b) take possession of, disable or render unusable, any Equipment and Facilities wherever the Equipment and Facilities may be located, without demand or notice, without any court order or other process of law and without liability to Lessee for any damages occasioned by such action, and no such action shall constitute a termination of any Schedule; or (c) require Lessee to deliver the Equipment and Facilities at a location designated by Lessor; or (d) declare the Lessor’s Return (as defined in Section 12 hereof and calculated by Lessor as of the date of the Event of Default) for each applicable Schedule due and payable as liquidated damages for loss of a bargain and not as a penalty and in lieu of any further Rental Payments under the applicable Schedule; or (e) proceed by court action to enforce performance by Lessee of any Schedule and/or to recover all damages and expenses incurred by Lessor by reason of any Event of Default; or (f) terminate any other agreement that Lessor may have with Lessee; or (g) exercise any rights available to Lessor under the Uniform Computer Information Transactions Act (h) exercise any other right or remedy available to Lessor at law or in equity. Also, Lessee shall pay Lessor all costs and expenses (including legal fees and costs and fees of collection agencies) incurred by Lessor in enforcing any of the terms, conditions or provisions of this Agreement. Upon repossession or surrender of any Equipment and Facilities , Lessor shall lease, sell or otherwise dispose of the Equipment and Facilities in a commercially reasonable manner, with or without notice and at public or private sale, and apply the net proceeds thereof (after deducting all expenses, including legal fees and costs, incurred in connection therewith) to the amounts owed to Lessor hereunder; provided, however, that Lessee shall remain liable to Lessor for any deficiency that remains after any sale or lease of such Equipment and Facilities. Lessee agrees that with respect to any notice of a sale required by law to be given ten (10) days’ notice shall constitute reasonable notice. These remedies are cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time.

     20. LESSOR’S PERFORMANCE OF LESSEE’S OBLIGATIONS. If Lessee fails to perform any of its obligations hereunder, Lessor may perform any act or make any payment that

Lessor deems reasonably necessary for the maintenance and preservation of the Equipment and Facilities and Lessor’s interests therein; provided, however, that the performance of any act or payment by Lessor shall not be deemed a waiver of, or release Lessee from, the obligation at issue. All sums so paid by Lessor, together with expenses, including legal fees and costs, incurred by Lessor in connection therewith, shall be paid to Lessor by Lessee immediately upon demand.

     21. FINANCING OF ADDITIONS. If, under any Schedule, Lessee intends to make any addition to the Equipment and Facilities, Lessee may, in writing, request Lessor to finance the costs of such addition. Lessee shall provide Lessor with the terms under which it hopes to obtain the financing, and upon receiving such a request Lessor shall determine, in its sole discretion, whether to provide such financing. Lessor is under no obligation to make or finance additions to the Equipment and Facilities.

     22. ASSIGNMENT BY LESSOR. Lessor shall have the unqualified right to assign, pledge, transfer, mortgage or otherwise convey any of its interests hereunder or in any Schedule or any Equipment and Facilities, in whole or in part, without notice to, or consent of, Lessee. If any Schedule is assigned, Lessee shall: (a) unless otherwise specified by the Lessor and the assignee specified by Lessor (the “Assignee”), pay all amounts due under the applicable Schedule to such Assignee, notwithstanding any defense, setoff or counterclaim whatsoever that Lessee may have against Lessor or Assignee; (b) not permit the applicable Schedule to be amended or the terms thereof waived without the prior written consent of the Assignee; (c) not require the Assignee to perform any obligations of Lessor, other than those that are expressly assumed in writing by such Assignee; and (d) execute such acknowledgments thereto as may be requested by Lessor. It is further agreed that: (x) each assignee shall be entitled to all of Lessor’s rights, powers and privileges under the applicable Schedule, to the extent assigned; (y) any Assignee may reassign its rights and interest under the applicable Schedule with the same force and effect as the assignment described herein; and (z) any payments received by the Assignee from Lessee with respect to the assigned portion of the Schedule shall, to the extent thereof, discharge the obligations of Lessee to Lessor with respect to the assigned portion of the Schedule. Lessee acknowledges that any assignment or transfer by Lessor or any assignee shall not materially change Lessee’s obligations under the assigned schedule.

     23. ASSIGNMENT OR SUBLEASE BY LESSEE. Without Lessor’s prior written consent, Lessee shall not assign this Agreement or any Schedule or assign its rights in or sublet the Equipment and Facilities or any interest therein and any such assignment or sublease without Lessor’s consent shall be void; provided, however, that Lessee may sublease or assign a Schedule to an affiliate or a wholly-owned subsidiary of Lessee if: (a) Lessee and such sublessee or assignee execute and deliver to Lessor a writing (to be provided by Lessor) whereby the sublessee or assignee agrees to assume joint and several liability with Lessee for the full and prompt payment, observance and performance when due of all of the obligations of the Lessee under such Schedule; and (b) Lessor consents to such sublease or assignment, which consent shall not be unreasonably withheld. In no event, however, shall any such sublease or assignment discharge or diminish any of Lessee’s obligations to Lessor under such Schedule, nor shall Lessee move or relocate any of the Equipment and Facilities, in whole or in part, without Lessor’s prior written consent, which consent may be granted or withheld in Lessor’s sole discretion.

     24. SURVIVAL; QUIET ENJOYMENT. All representations, warranties and covenants made by Lessee hereunder shall survive the termination of this Agreement and shall remain in full force and effect. All of Lessor’s rights, privileges, and indemnities, to the extent they are fairly attributable to events or conditions occurring or existing on or prior to the termination of this Agreement, shall survive such termination and be enforceable by Lessor and any successors and assigns. So long as no Event of Default exists, and no event has occurred and is continuing that with notice or the lapse of time or both would constitute an Event of Default, neither Lessor nor any Assignee will interfere with Lessee’s quiet enjoyment of the Equipment and Facilities.

     25. FILING FEES; FURTHER ASSURANCES; NOTICES. Lessee will promptly reimburse Lessor for any filing or recordation fees or expenses (including lien search fees, legal fees and costs) incurred by Lessor in perfecting or protecting its interests in the Equipment and Facilities and under this Agreement. Lessee shall promptly execute and deliver to Lessor such documents and take such further action as Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to protect the rights and remedies of Lessor created or intended to be created hereunder. All notices under this Agreement shall be sent to the respective party at its address set forth on the front page of this Agreement or on the applicable Schedule or at such other address as the parties may provide to each other in writing from time to time. Any such notice mailed to said address shall be effective when deposited in the United States mail, duly addressed and with first-class postage prepaid.

     26. WAIVER OF JURY TRIAL; SUCCESSORS. Lessee and Lessor each irrevocably waive all right to trial by jury in any lawsuit, proceeding, counterclaim or any other litigation or proceeding upon, arising out of, or related to, this Agreement, any other fundamental agreement, or the dealings or relationship between or among Lessor, Lessee, Seller or any other person. This Agreement and all Schedules inure to the benefit of and are binding upon the permitted successors or assigns of Lessor and Lessee.

     27. NO WAIVER; LESSOR APPROVAL. Any failure of Lessor to require strict performance by Lessee, or any written waiver by Lessor of any provision hereof, shall not constitute consent or waiver of any other breach of the same or any other provision hereof. Neither this Agreement nor any other Fundamental Agreement shall be binding upon Lessor unless and until executed by Lessor.

     28. CAPTIONS; COUNTERPARTS; LESSOR’S AFFILIATES. The captions contained in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. Only one counterpart of the Schedule shall be marked “Original” (the “Original”), and all other counterparts thereof shall be marked as, and shall be, duplicates. To the extent that any Schedule constitutes chattel paper (as such term is defined in the Uniform Commercial Code in effect in any applicable jurisdiction), no security interest in such Schedule may be created through the transfer or possession of any counterpart other than the Original. Lessee understands and agrees that MetroPCS Wireless, Inc. or any affiliate or subsidiary thereof, may, as Lessor, execute Schedules under this Agreement, in which event the terms and conditions of the applicable Schedule and this Agreement as it relates to the Lessor under such Schedule shall be binding upon and shall inure to the benefit of such entity executing such Schedule as Lessor, as well as any successors or assigns of such entity.

     29. CHOICE OF LAW; INTEGRATION; ENTIRE AGREEMENT. Each lease under this Agreement shall be governed by the internal laws (as opposed to conflicts of law provisions) of the state of Delaware. If any provision of this Agreement or such Schedule shall be prohibited by or invalid under that law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement or such Schedule. Lessor and Lessee consent to the jurisdiction of any local, state or Federal court located within the State, and waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court. This Agreement and all other Fundamental Agreements executed by both Lessor and Lessee constitute the entire agreement between Lessor and Lessee relating to the leasing of the Equipment and Facilities, and supersede all prior agreements relating thereto, whether written or oral, and may not be amended or modified except in a writing signed by the parties hereto.

[signature page to follow]

          IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the ___ day of                     , 200___.

ROYAL STREET	METROPCS WIRELESS, INC.
COMMUNICATIONS, LLC	(Lessor)
(Lessee)
By:	By:
(Lessee Authorized Signature)	(Lessor Authorized Signature)
(Type/Print Name)	(Type/Print Name)
(Title)	(Title)
(Date)	(Date)

APPENDIX B

Wholesale Services Fees

1.	Rounding
	Voice services call lengths will be measured on a per call basis to the *** and the aggregate number of minutes will be rounded to the next whole minute once every month. Voice services calls will be rated at ***, and rounded to ***.
2.	Airtime Rates
	Royal Street will charge MetroPCS *** set forth below for the total minutes of *** voice PCS Service. The rates include domestic toll rates and any applicable interconnection charges.

***

3.	Minimum Volume
	If by the end of the first *** term MetroPCS has not generated voice service MOUs in any *** greater than or equal to *** of the engineered capacity of the system during the peak usage period on the most heavily utilized cell site, then the arrangement shall be converted for the following *** to a take or pay arrangement where MetroPCS pays for *** of the engineered peak usage capacity regardless of its actual traffic volumes.
	If by the end of the second *** term MetroPCS has not generated voice service MOUs in any *** greater than or equal to *** of the engineered capacity of the system during the peak usage period on the most heavily utilized cell site, then the arrangement shall be converted for the following *** to a take or pay arrangement where MetroPCS pays for *** of the engineered peak usage capacity regardless of its actual traffic volumes
	If by the end of the third *** term MetroPCS has not generated voice service MOUs in any *** greater than or equal to *** of the engineered capacity of the system during the peak usage period on the most heavily utilized cell site, then the arrangement shall be converted for the

	following *** to a take or pay arrangement where MetroPCS pays for *** of the engineered peak usage capacity regardless of its actual traffic volumes.
	The Parties shall negotiate in good faith to agree upon the minimum volume for which MetroPCS will pay inn order to meet the minimum percentages specified in this section. In the absence of agreement, the minimum volume will be set utilizing the dispute resolution procedures set forth in this Agreement.
4.	Included Features
	Call Waiting Three Way Calling Caller ID Caller ID Blocking Basic Network Fraud Monitoring Voicemail Toll Blocking

EX-10.6

Exhibit 10.6

SECOND AMENDED AND RESTATED

CREDIT AGREEMENT

by and between

METROPCS WIRELESS, INC.

and

ROYAL STREET COMMUNICATIONS, LLC

SECOND AMENDED AND

RESTATED CREDIT AGREEMENT

     This Second Amended and Restated Credit Agreement (this “Credit Agreement”) is executed on December 15,2005 (the “Amendment Effective Date”) as of December 22, 2004, by and between MetroPCS Wireless, Inc., a Delaware corporation (“Lender” or “MetroPCS”), and Royal Street Communications, LLC, a Delaware limited liability company (“Borrower”).

RECITALS

     WHEREAS, Borrower and MetroPCS, Inc., a Delaware corporation (“Holdings”) entered into that certain Credit Agreement dated as of December 22, 2004 (the “Original Agreement”) and certain ancillary documents related thereto, including a Promissory Note, Security Agreement and Pledge Agreement (the “Original Ancillary Documents”);

     WHEREAS, Borrower and Holdings agreed to amend and restate the Original Agreement pursuant to the terms and conditions of that certain Amended and Restated Credit Agreement, dated as of January 24, 2005 (the “Existing Credit Agreement”), and agreed to amend and restate the Original Ancillary Documents, among other Loan Documents (as defined in each of the Original Agreement), pursuant to the terms and conditions of the Loan Documents (as defined in the Existing Credit Agreement);

     WHEREAS, pursuant to that certain Assignment and Assumption Agreement, dated as of April 29, 2005 (the “Assignment Agreement”), Holdings assigned all of its right, title and interest in and to the Loans (as defined in each of the Original Agreement and the Existing Credit Agreement), the Original Agreement, the Existing Credit Agreement and the other Loan Documents (as defined in each of the Original Agreement and the Existing Credit Agreement) to MetroPCS, and MetroPCS assumed all of the obligations of Holdings in respect of the foregoing, thereby becoming the Lender (as defined in the each of the Original Agreement and the Existing Credit Agreement) for all purposes in respect of the Loans (as defined in each of the Original Agreement and the Existing Credit Agreement), the Original Agreement, the Existing Credit Agreement and the other Loan Documents (as defined in each of the Original Agreement and the Existing Credit Agreement);

     WHEREAS, Borrower and MetroPCS desire to amend and restate the Existing Credit Agreement to provide for, among other things, an increase in the Loan Commitment Amount;

     WHEREAS, Borrower acknowledges and agrees that the security interest granted to Lender pursuant to the Loan Documents (as defined in each of the Original Agreement and the Existing Credit Agreement) shall remain outstanding and in full force and effect, without interruption or impairment of any kind, in accordance with their terms, as renewed, amended or restated pursuant to the Loan Documents (as defined herein), and shall continue to secure (i) the due and punctual payment of (A) the principal and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Note (as defined herein), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (B) all other monetary obligations, including but not limited to, fees, costs,

expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding), of Borrower under any of the Loan Documents (as defined herein), and (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of Borrower under or pursuant to the Loan Documents (as defined herein). (The items in clauses (i) and (ii) are collectively the “Obligations.”);

     WHEREAS, Borrower acknowledges and confirms that (i) the Obligations represent, among other things, the amendment, restatement, and modification of all indebtedness, liabilities, borrowings and advances arising in connection with the Original Agreement, the Existing Credit Agreement and the other Loan Documents (as defined in each of the Original Agreement and the Existing Credit Agreement); (ii) all liens and encumbrances evidenced by the Loan Documents (as defined in each of the Original Agreement and the Existing Credit Agreement) are hereby ratified, confirmed and continued as modified, amended or restated under the Loan Documents (as defined herein); (iii) this Credit Agreement and the other Loan Documents (as defined herein) are intended to restate, renew, extend, consolidate, amend and modify the Original Agreement, the Existing Credit Agreement and the other Loan Documents (as defined in each of the Original Agreement and the Existing Credit Agreement) in their entirety; and (iv) this Credit Agreement and the other Loan Documents (as defined herein) are not intended to constitute, and shall not constitute, a novation and shall in no way adversely affect or impair the priority of the liens granted in connection with the Original Agreement, the Existing Credit Agreement and the other Loan Documents (as defined in each of the Original Agreement and the Existing Credit Agreement).

     NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree to amend and restate the Existing Credit Agreement in its entirety and further agree as follows:

Section 1: Defined Terms

     In addition to the terms defined elsewhere in this Credit Agreement, the following terms shall have the following meanings in this Credit Agreement:

     “Affiliate” shall mean, with respect to a Person, any other Person directly or indirectly Controlling, Controlled by or under Common Control with such Person at any time during the period for which the determination of affiliation is being made.

     “Applicable Law” shall mean, with respect to any Person, any federal, state, local or foreign law, statute, ordinance, rule, regulation, Judgment, order, injunction, decree, arbitration award, agency requirement, franchise, license or permit of, or any interpretation or administration of any of the foregoing by, any Governmental Entity, whether in effect as of the Effective Date or thereafter, and in each case as amended, applicable to such Person or its Affiliates or their respective assets.

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     “Auction” shall mean that Broadband PCS Auction No. 58 conducted by the FCC as described in Public Notice, DA-04-3005 (rel. Sept. 16, 2004), as the same may be rescheduled or modified by the FCC.

     “Borrower” shall have the meaning set forth in the preamble hereto.

     “Borrower Change in Control Event” shall be deemed to have occurred if (i) there shall be consummated, or if Borrower enters into any agreement which would result in (x) any consolidation or merger of Borrower in which Borrower is not the continuing or surviving entity, other than a merger of Borrower in which the holders of the equity securities of Borrower immediately prior to the merger have the same proportionate ownership of the equity securities entitled to vote for members of Borrower’s Board of Directors (or equivalent governing body) of the surviving entity immediately after the merger, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of Borrower or (ii) the members of Borrower approve any plan or proposal for the liquidation or dissolution of Borrower.

     “Build-Out” shall mean the construction by the Borrower of a Commercial Mobile Radio Service system in accordance with the FCC Rules, 47 C.F.R. § 24.203.

     “Business Day” shall mean a day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions are authorized or required by law or executive order to remain closed in New York City.

     “Closing Date” shall mean each date on which Lender makes a Loan to Borrower.

     “Commercial Mobile Radio Service” or “CMRS” shall mean a commercial mobile radio service as defined in 47 C.F.R. § 20.3.

     “Commitment Period” shall mean the period commencing on the Effective Date and expiring on the earliest to occur of (i) the date of the sixty-sixth (66^th) month anniversary of the Effective Date, (ii) the date that is one hundred eighty (180) days after the date on which neither MetroPCS nor any of its Affiliates is a Member of Borrower, (iii) the date that is one hundred eighty (180) days after the date on which the Services Agreement has been terminated by MetroPCS pursuant to Section 16.2(a)(i) thereof with respect to the Borrower, (iv) the date that is one hundred eighty (180) days after the date on which the Borrower enters into any contract or agreement pursuant to which (x) any direct competitor of MetroPCS or any entity in which any direct competitor of MetroPCS owns, directly or indirectly, an interest in excess of five percent (5%), is engaged to provide management or technical services to the Borrower in the nature of those provided by MetroPCS under the Services Agreement, or (y) the Borrower has the right or obligation to use any trademark, service mark, trade name, logo, brand or other similar intellectual property owned, licensed or otherwise controlled by any direct competitor of MetroPCS (other than Borrower) or any entity in which any direct competitor of MetroPCS (other than the Borrower) owns, directly or indirectly, an interest in excess of five percent (5%), or (v) the Mandatory Prepayment Date.

     “Control” (including the correlative meanings of the terms “Controlled by,” “Controlling” and “under Common Control with”) as used with respect to any Person, shall

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mean the possession, directly or indirectly, of the power to direct or cause the direction of management policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “Credit Agreement” shall have the meaning set forth in the preamble hereto.

     “Effective Date” shall mean December 22, 2004.

     “Equipment and Facilities Lease Agreement” means that certain Equipment and Facilities Lease Agreement entered into between MetroPCS and Borrower, as amended.

     “Event of Default” shall have the meaning set forth in Section 6.1.

     “FCC” means the Federal Communications Commission or any successor thereto.

     “FCC Rules” shall mean any applicable rules and regulations of the FCC.

     “Financing Statements” shall mean such UCC financing statements and other instruments reasonably required by the Lender to create, perfect and/or maintain the security interests granted under the Pledge Agreement and the Security Agreement.

     “GAAP” shall mean United States generally accepted accounting principles, as in effect from time to time.

     “Governmental Entity” shall mean any government or political subdivision thereof, including without limitation, any regional or municipal authority, any governmental department, ministry, commission, board, bureau, agency, regulatory authority, instrumentality, judicial or administrative body, having jurisdiction over the matter or matters in question.

     “GWI” shall mean GWIPCS1, Inc., a Delaware corporation.

     “Holdings” shall have the meaning set forth in the preamble hereto.

     “Holding Subsidiary” shall mean a corporation or LLC formed under the laws of the State of Delaware, all of the capital stock or LLC units of which shall be owned by Borrower, which corporation or LLC shall have as its sole purpose to hold the License(s) and assets in a given Market (as such term is defined in the LLC Agreement) to be used by Borrower in connection with the Royal Street System in such Market.

     “Judgment” shall mean any judgment, writ, order, injunction, award or decree of any court, judge, justice or magistrate, including any bankruptcy court or arbiter, and any order of or by any other Governmental Entity.

     “Lease” shall mean any license, easement or other agreement pursuant to which Borrower acquires rights to possess, occupy and/or use real property, including without limitation as a tenant, licensee or beneficiary of an easement.

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     “Leasehold Mortgages” shall mean one or more leasehold mortgages in substantially the form attached hereto as Exhibit D, or such other documentation reasonably required by Lender from time to time to ensure that Lender shall have a first priority lien on all Leases and other real property interests of Borrower.

     “Lender” shall have the meaning set forth in the preamble hereto.

     “Lender Credit Facility” shall mean any loan commitment, and credit, loan, or other agreement, entered into by Lender or any Affiliate of Lender and a third party wherein such third party loans to Lender, and Lender borrows from such third party, funds or other monies which are used to make Loans to Borrower.

     “License” shall mean any license issued by the FCC for which Borrower or a Holding Subsidiary is a Successful Bidder or any other license issued by the FCC now or hereafter held by the Borrower or a Holding Subsidiary.

     “Litigation” shall mean any claim, action, suit, proceeding, arbitration, investigation, hearing or other activity or procedure that could result in a Judgment, and any notice of any of the foregoing.

     “LLC Agreement” shall mean the Amended and Restated Limited Liability Company Agreement of Royal Street Communications, LLC by and among GWI, MetroPCS and C9 Wireless, LLC, a Delaware limited liability company, executed on December 15, 2005 as of November 24, 2004, as amended from time to time.

     “Loan Commitment Amount” shall mean the amount of the Loans needed to permit Borrower to acquire the Licenses and to construct and operate the Royal Street System, provided, however, that (i) in no event shall the Loan be less than $293,599,250; and (ii) in no event shall any Loan over and above $293,599,250 exceed the lesser of $50,000,000 or the maximum amount in excess of $293,599,250 that Lender is permitted to lend to Borrower pursuant to the Lender Credit Facility.

     “Loan Documents” shall mean this Credit Agreement, the Note, the Security Agreement, the Pledge Agreement and any separate written agreement entered into between the Borrower and Lender or any agent of Lender, and all other agreements, instruments, certificates and other documents at any time executed and delivered pursuant to or in connection herewith or therewith, as the same may be supplemented, amended or otherwise modified from time to time after the Amendment Effective Date. Notwithstanding the foregoing, the Loan Documents shall not include the LLC Agreement, the Services Agreement or any agreement, instrument, certificate or other document at any time executed and delivered pursuant to or in connection with the LLC Agreement or the Services Agreement as the same may be supplemented, amended or otherwise modified from time to time after the Amendment Effective Date.

     “Loan Repayment Commencement Date” shall mean, with respect to the Note, the earlier to occur of (i) the Substantial Completion Date or (ii) the date on which the Services Agreement has been terminated (other than by Borrower in accordance with its terms due to a default by MetroPCS) with respect to the Borrower.

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     “Loans” shall mean the loans to Borrower evidenced by the Note, not to exceed the Loan Commitment Amount. Each advance made under the Note is a Loan.

     “Mandatory Prepayment Date” shall mean the date on which Borrower receives a Refund of all funds (less any amounts retained by the FCC) deposited by Borrower with the FCC for the purpose of permitting Borrower to participate in the Auction if (i) Borrower is not the Successful Bidder for any License or (ii) Borrower is the Successful Bidder for Licenses and the FCC does not grant to Borrower at least one License for which Borrower was a Successful Bidder as a result of the disposition of any appeals of FCC actions or any judicial decisions, whether relating to appeals from FCC decisions or otherwise, affecting the authorizations being auctioned in the Auction.

     “Material Adverse Effect” shall mean a material adverse effect on the business, properties, assets, liabilities, prospects or condition (financial or otherwise) of the Borrower or any of its Subsidiaries.

     “Maturity Date” shall mean with respect to all Loans made to the Borrower, the date that is seven years and six months after the Effective Date.

     “MetroPCS” shall have the meaning set forth in the preamble hereto.

     “Note” shall mean that certain Amended and Restated Promissory Note executed on December 15, 2005 as of December 22, 2004 in the form attached hereto as Exhibit A, executed by Borrower in favor of Lender and delivered by Borrower to Lender in accordance with the terms of this Credit Agreement.

     “Permitted Liens” shall mean (i) any and all liens and security interests created pursuant to any of the Loan Documents, (ii) liens for taxes, fees, assessments and governmental charges not delinquent or which are being contested in good faith by appropriate proceedings; provided, however, that the Borrower shall have set aside on its books and shall maintain adequate reserves for the payment of same in conformity with GAAP, (iii) liens, deposits or pledges made to secure statutory obligations, surety or appeal bonds, or bonds for the release of attachments or for stay of execution, or to secure the performance of bids, tenders, contracts (other than for the payment of borrowed money), leases or for purposes of like general nature in the ordinary course of business, (iv) purchase money liens on tangible personal property in the nature of office equipment utilized in the normal operation of the business of Borrower, (v) liens for indebtedness permitted under the terms of Section 5.10(b), so long as such liens (a) are subject to and subordinate in all respects to the liens and security interests created pursuant to any of the Loan Documents and (b) would not have a material adverse effect on the Lender’s ability to realize on the full value of the collateral upon the occurrence of an Event of Default and (vi) liens for indebtedness permitted under the terms of Section 5.10(c); provided, however, that “Permitted Liens” shall in all events include a first priority purchase money security interest in telecommunication equipment purchased by Borrower as a result of Lender’s or its Affiliates’ breach under this Credit Agreement or the Equipment and Facilities Lease Agreement.

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     “Person” shall mean any natural person, corporation, firm, unincorporated organization, association, partnership, limited liability company, business trust, joint stock company, joint venture organization, entity or business of any kind.

     “Pledge Agreement” shall mean the Amended and Restated Pledge Agreement executed on December 15, 2005 as of December 22, 2004 in substantially the form attached hereto as Exhibit F pursuant to which the Borrower shall pledge to Lender all of the membership interests or other equity interests in its respective Holding Subsidiaries as security for the repayment of the Borrower’s obligations under the Loan Documents.

     “Refund” shall be any amounts that Borrower paid in accordance with FCC Rules to become eligible to participate in the Auction and that thereafter are refunded to Borrower.

     “Refund Date” shall mean the date on which the Borrower receives a Refund other than by reason of the fact that (i) Borrower is not the Successful Bidder for any License or (ii) Borrower is the Successful Bidder for Licenses and the FCC does not grant to Borrower at least one License for which Borrower was a Successful Bidder as a result of the disposition of any appeals of FCC actions or any judicial decisions, whether relating to appeals from FCC decisions or otherwise, affecting the authorizations being auctioned in the Auction.

     “Required Capital Contributions” the capital contributions required to be made to Borrower by the Members of Borrower pursuant to Section 9.1 (a) of the LLC Agreement.

     “Royal Street System” shall mean the Commercial Mobile Radio Service system(s) operated pursuant to the Licenses.

     “Security Agreement” shall mean the Amended and Restated Security Agreement executed on December 15, 2005 as of December 22, 2004 by and between Borrower and Lender in substantially the form attached hereto as Exhibit B.

     “Services Agreement” shall mean the Amended and Restated Services Agreement, executed on December 15, 2005 as of November 24, 2004, by and between Borrower and MetroPCS, as amended from time to time.

     “Subsidiary” shall mean, with respect to any legal entity, any other corporation, limited liability company, general or limited partnership, limited liability partnership, joint venture, trust or other entity of which the outstanding capital stock possessing a majority of voting power in the election of directors or their equivalent is owned or controlled by such entity, directly or indirectly.

     “Subsidiary Security Agreement” shall mean the Security Agreement by and between each Holding Subsidiary and Lender in substantially the form attached hereto as Exhibit B.

     “Substantial Completion Date” shall mean the date on which the Build-Out of the Royal Street System satisfies the construction requirements of Section 24.203 of the FCC Rules.

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     “Successful Bidder” shall mean an entity that is awarded one or more Licenses in the Auction by the FCC and successfully qualifies to be a licensee for such Licenses under applicable FCC Rules.

Section 2: Terms of Loan

     2.1 The Loans.

     Subject to the terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement and the other Loan Documents, Lender agrees to make Loans to the Borrower from time to time during the Commitment Period in a principal amount not to exceed, at any time outstanding, the Loan Commitment Amount. Notwithstanding anything contained herein to the contrary, in no event shall Lender be required to make Loans to Borrower where such Loans would violate any covenants, representations, warranties, or other terms and conditions of any Lender Credit Facility.

     2.2 Procedure for Borrowing.

          a. Subject to the terms and conditions set forth in this Credit Agreement, the Lender shall advance to Borrower the amount of any Loan requested by Borrower to pay for the costs of acquiring Licenses for which Borrower is the Successful Bidder up to the Loan Commitment Amount. Borrower shall use the proceeds of any Loan made pursuant to this Section 2.2(a) for the purpose of timely making any such payments in accordance with FCC Rules.

          b. Subject to the terms and conditions set forth in this Credit Agreement, after the Borrower is designated by the FCC by a Public Notice as the high bidder on any license or licenses offered for sale in Auction No.58, the Borrower or any Holding Subsidiary may from time to time, but no more than once each quarter, borrow any undrawn portion of the Loan Commitment Amount under this Credit Agreement during the Commitment Period by giving notice to the Lender specifying the amount to be borrowed and the purpose therefore. Any Loan made pursuant to this Section 2.2(b) may be used only for (i) the Build-Out and operation of the Royal Street System, or (ii) for any expenses related thereto, as contemplated by the LLC Agreement and the Services Agreement. Lender shall advance to Borrower or Holding Subsidiary, as the case may be, (i) up to Twenty-Five Million Dollars ($25,000,000) once each quarter until the designation of Borrower as the Successful Bidder on the Licenses; and, (ii) after the Licenses are granted to Borrower by the FCC, the amount of any Loan requested by Borrower or Holding Subsidiary up to the amount budgeted in Borrower’s Annual Budget for the succeeding three (3) month period in immediately available funds within five (5) Business Days following the date of such written request, provided that Borrower or Holding Subsidiary, as the case may be, shall have delivered to Lender evidence reasonably satisfactory to Lender that the proceeds of such Loan will be applied in accordance with the LLC Agreement. No Loan shall be made to Borrower or Holding Subsidiary if the making of such Loan would cause the aggregate principal amount outstanding hereunder to exceed the Loan Commitment Amount or violate the Lender Credit Facility. Each Loan made hereunder, including each Loan made pursuant to Sections 2.2(a) and 2.2(b) hereof, shall be deemed to be part of, borrowed and drawn under, and subject to the terms of, the Note.

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          c. The Lender’s obligation to make Loans to Borrower shall terminate upon the earliest to occur of (i) expiration of the Commitment Period, (ii) the date on which neither MetroPCS nor any of its Affiliates is a Member of Borrower, (ii) the sale of all or substantially all of Borrower’s assets or (iv) the Mandatory Prepayment Date.

          d. The Borrower may at any time and from time to time prepay the Loans, in whole or in part but limited to increments of no less than $25,000 per prepayment, without premium or penalty, upon at least three (3) Business Days’ advance notice to Lender, specifying the date and amount of prepayment. If any such notice is given, the amount specified in such notice, together with accrued interest to the date of such prepayment on the amount prepaid, shall be due and payable on the date specified therein. Amounts prepaid or repaid may not be reborrowed. Partial or total prepayments of the Loans shall be credited first to any charges or other amounts due to Lender under the terms of this Credit Agreement, then to accrued interest due and payable on the Loans, then to the principal balance outstanding.

          e. Within three (3) Business Days after the Mandatory Prepayment Date, Borrower shall prepay to Lender the entire principal amount of the Loans. Borrower shall have no obligation to pay any unpaid accrued interest on the Mandatory Prepayment Date.

          f. Within three (3) Business Days after the Refund Date, Borrower shall prepay to Lender the entire amount of any Refund, up to the aggregate principal amount of all Loans previously made to Borrower hereunder.

          g. In the event that Borrower receives a Refund from the FCC with respect to the Auction, Borrower shall, within three (3) Business Days of receipt of such Refund, make a prepayment under this Credit Agreement in an amount equal the principal amount of the Loans outstanding under this Credit Agreement as of such date less the aggregate amount of payments already made and still owed to the FCC with respect the Licenses for which Borrower was a Successful Bidder.

     2.3 Interest Rates and Payments.

          a. Interest shall accrue on the aggregate principal balance from time to time outstanding hereunder at a rate equal to 11% per annum, compounded quarterly commencing on the last day of the first calendar quarter following the Effective Date. Interest shall be computed on the basis of a year with three hundred sixty (360) days, and the actual number of days elapsed.

          b. All payments by the Borrower hereunder and under the Loan Documents shall be made to the Lender, at its address as set forth in Section 7.10 in immediately available funds on the date on which such payment shall be due.

          c. Until the Loan Repayment Commencement Date, all interest accrued on the aggregate outstanding principal balance of the Loans shall be added to and become a part of the outstanding principal amount of the Loans on and as of the last day of each calendar quarter.

          d. Commencing on the Loan Repayment Commencement Date, Borrower shall make equal monthly consecutive payments to Lender in an amount sufficient to fully amortize the outstanding principal balance of the Loans, all interest accrued thereon, and all other amounts

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then due and owing under this Credit Agreement, the Note or any of the other Loan Documents from such date until the Maturity Date.

             e. As long as any payment due under this Credit Agreement, the Note, or any of the other Loan Documents remains past due (whether at the stated maturity, by acceleration or otherwise) for five (5) days or more, such overdue amount shall accrue interest from the earlier of the due date of such payment due at a rate equal to eighteen percent (18%) per annum, in each case from the date of such non-payment until such overdue amount is paid in full (whether after or before judgment).

     2.4 Conditions Precedent to Lender’s Obligation to Make Any Loan.

             a. Lender shall not be required to make any Loan to Borrower under this Credit Agreement unless as of the applicable Closing Date, each of the following conditions has been satisfied to Lender’s satisfaction:

(i)	Borrower shall have executed and delivered to Lender the Note, the Security Agreement and the Pledge Agreement;
(ii)	Borrower shall have executed and delivered such Financing Statements and other instruments required by the Lender to create, perfect and/or maintain the security interests created pursuant to the Pledge Agreement and the Security Agreement;
(iii)	Lender shall have a perfected first priority security interest in all of the membership interests in Borrower’s Holding Subsidiaries;
(iv)	Lender shall have received evidence satisfactory to it that the Financing Statements and other instruments delivered to the Lender have been filed in all appropriate filing offices and that such filed Financing Statements perfect first priority security interests, subject to any Permitted Lien, in favor of the Lender in the property described therein;
(v)	Lender shall have received customary reports of searches of filings made with government agencies showing that there are no liens on the assets of the Borrower other than the Permitted Liens;
(vi)	Lender shall have received from Borrower’s counsel (which counsel shall be reasonably acceptable to Lender) such legal opinions as to such customary matters (including without limitation, enforceability, due authorization, execution and delivery, but not as to FCC regulatory matters) as Lender shall reasonably request;
(vii)	Borrower shall have delivered to Lender an officer’s certificate signed by an officer of Borrower certifying that as of such Closing Date:

(A) The representations and warranties of Borrower contained in Section 4 are true and correct in all material respects at and as of the Closing Date as though then made;

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(B)	Borrower is in full compliance with the covenants set forth in Section 5;
(C)	Borrower has taken all action necessary to authorize it to incur the Loan, such Loan is permitted under the terms of the LLC Agreement, and such Loan does not conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, the LLC Agreement or any other agreement to which Borrower is a party or to which any assets of Borrower may be bound;
(D)	No Event of Default (or other event which if not timely cured or corrected would, with the passage of time, become an Event of Default) shall have occurred or be continuing;
(E)	No Litigation is pending against Borrower which would reasonably be expected to result in any Borrower Material Adverse Effect; and
(F)	All consents required to be received in connection with the Loan from any Governmental Entity or other Person shall have been received.

(viii)

Borrower shall have delivered to Lender a written certification of the uses to which the borrowed funds will be put, which uses shall be in accordance with (A) this Credit Agreement; and, (B) after the grant of the Licenses by the FCC to Borrower, the Annual Budget, the Construction Plan, and Annual Business Plan as approved by the Royal Street Management Committee pursuant to the Services Agreement; and

(ix)

such other documents relating to the Loan as Lender may reasonably request.

     2.5    Security Agreement; Leasehold Mortgages.

              a. The Loans and all amounts outstanding from time to time under the Loan Documents shall be secured by:

(i)

A first priority security interest (subject to the Permitted Liens) in all tangible and intangible property and assets of Borrower, including, but not limited to, chattel paper, general intangibles, instruments, documents and all other rights relating to or arising out of such accounts, and all inventory, equipment and fixtures wherever located, now owned or acquired in the future by the Borrower, all Licenses (but solely only to the extent if any permitted by Applicable Law), and all proceeds and products of such property. The Lender’s security interest in the foregoing shall be created by and subject to the provisions of the Security Agreement.

(ii)

A first priority security interest in the membership interests in each Holding Subsidiary of Borrower. The Lender’s security interest in the foregoing shall be created by and subject to the provisions of the Pledge Agreement.

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(iii) A first priority lien on all real property interests of Borrower, including without limitation all Leases, including capital leases, and all real property owned by Borrower in fee simple. The Lender’s liens in the foregoing shall be created by and subject to the provisions of one or more Leasehold Mortgages, substantially in the form of Exhibit D, entered with respect to each Lease, parcel of real property or other real property interest.

(iv) A first priority lien on all proceeds of all Licenses (whether from the sale or other disposition thereof or otherwise) held by any Holding Subsidiary and, solely to the extent if any permitted by Applicable Law, all such Licenses. The Lender’s security interest in the foregoing shall be created by and subject to the provisions of the Security Agreement, and where applicable, the Subsidiary Security Agreement.

     Section 3: Representations and Warranties of Lender

     Lender hereby represents and warrants to Borrower as follows:

     3.1 Organization and Standing.

     Lender is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to execute and deliver this Credit Agreement and to perform its obligations hereunder.

     3.2 Authorization by Lender.

          a. This Credit Agreement has been duly and validly executed and delivered by Lender and constitutes the legal, valid and binding obligation of Lender enforceable against Lender in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or (ii) general principles of equity.

          b. Neither the execution, delivery or performance of this Credit Agreement by Lender nor the consummation by Lender of the transactions contemplated herein will, with or without the giving of notice or the lapse of time, or both, (i) violate any Applicable Laws to which Lender is subject, (ii) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, the articles of incorporation or bylaws of Lender or any material agreement or commitment to which Lender is a party or by which Lender or any of Lender’s assets, may be bound or affected, or (iii) except with respect to the exercise of certain of Lender’s remedies under the Loan Documents, require Lender to obtain any authorization, consent, approval or waiver from, or to make any filing with, any Governmental Entity or non-governmental third party other than those that have been made as of the Effective Date.

     3.3 Litigation.

     There is no Litigation pending against Lender, or, to the knowledge of Lender, a basis for Litigation or threatened Litigation against Lender which seeks to enjoin or obtain damages in respect of the consummation of the transactions contemplated hereby.

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Section 4: Representations and Warranties of Borrower

     Borrower hereby represents and warrants to Lender as follows:

     4.1 Organization and Standing of Borrower.

     Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with all requisite power and authority to own its properties, and conduct its business as now being conducted, and is duly qualified to do business as a foreign limited liability company in good standing in each jurisdiction where the ownership of its properties or the conduct of its business makes such qualification necessary, except in those jurisdictions where failure so to qualify will not permanently impair title to a material amount of its properties, permits or licenses or its rights to enforce in all material respects contracts against others or expose it to substantial liabilities in such jurisdictions.

     4.2 Authorization by Borrower; Consents.

          a. Borrower has all requisite power and authority to execute, deliver and perform its obligations under this Credit Agreement, the Note and all other Loan Documents to which it is a party. Borrower has taken all action necessary to authorize this Credit Agreement, the Note and all other Loan Documents to which it is a party, and all such documents have been duly authorized, executed and delivered by Borrower and are legal, valid and binding obligations of Borrower enforceable in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or (ii) general principles of equity.

          b. Neither the execution, delivery and performance of this Credit Agreement, the Note or the other Loan Documents by Borrower nor the consummation by Borrower of the transactions contemplated herein or therein will, with or without the giving of notice or the lapse of time, or both, (i) violate any Applicable Laws to which Borrower is subject, (ii) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, the LLC Agreement, any license or permit of Borrower or any material contract to which Borrower is a party or by which Borrower may be bound or affected, or (iii) except with respect to the exercise of certain of Lender’s remedies under the Loan Documents, require Borrower to obtain any authorization, consent, approval or waiver from, or to make any filing with, any Governmental Entity or non-governmental third party.

     4.3 Litigation.

     There is no Litigation pending against Borrower, or, to the knowledge of Borrower, a basis for Litigation or threatened Litigation against Borrower which (a) seeks to enjoin or obtain damages in respect of the consummation of the transactions contemplated hereby or (b) has or could have a Material Adverse Effect on the Borrower.

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     4.4 Compliance with Applicable Laws.

     Borrower has complied and presently is in compliance with all Applicable Laws except to the extent that failure to comply with the same does not or will not have a Material Adverse Effect on the Borrower.

     4.5 Subsidiaries.

     Except for any Holding Subsidiaries of Borrower, Borrower has no Subsidiaries.

     4.6 Absence of Defaults.

     Neither the Borrower nor any Subsidiary of Borrower is in material default under or in material violation in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any provision of its constitutive documents or contained in any other agreement or instrument to which it is a party or by which it is bound or to which any of its properties is subject, and neither Borrower nor any Subsidiary of Borrower is in material violation of any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties.

     4.7 Indebtedness.

     As of the Effective Date, Borrower has no indebtedness outstanding except the indebtedness permitted pursuant to the terms of this Credit Agreement, and obligations under the Loan Documents; none of such indebtedness is in default.

     4.8 Accuracy and Completeness of Information.

     No representation or warranty of the Borrower contained in this Credit Agreement or the other Loan Documents contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not materially misleading. There is no fact known to the Borrower which materially adversely affects its business, operations, property, assets or condition (financial or otherwise) which has not been disclosed herein or in such other documents, certificates and statements furnished to the Lender for use in connection with the transactions contemplated hereby.

Section 5: Covenants of Borrower

     Borrower hereby covenants and agrees with Lender as follows:

     5.1 Use of Proceeds.

     Borrower shall use 100% of the Loan proceeds solely for the following purposes: (i) to make payments for the Licenses in accordance with the Auction; and, (ii) to finance the Build-Out and operation of the Royal Street System and for any expenses related thereto as contemplated by the LLC Agreement and the Services Agreement.

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     5.2 Compliance with Agreements; Borrower Status.

     The Borrower shall at all times observe and perform all of the covenants, conditions and obligations required to be performed by it under the Services Agreement.

     5.3 Payment.

     Borrower shall promptly pay to Lender with interest the obligations due or to become due at the times and places and in the amount and manner specified in this Credit Agreement, the Note and the other Loan Documents.

     5.4 Subsidiaries.

          a. As soon as practicable after the date on which the Licenses are granted to Borrower, or prior to the date on which the Licenses are granted to Borrower if Borrower can amend its pending FCC application to substitute an affiliated company as the applicant without causing material delay in the processing of the Auction No. 58 long form application, Borrower shall form one or more Holding Subsidiaries. Borrower shall contribute one or more of such Licenses to each of the Holding Subsidiaries, as contemplated by Section 2.5(d) of the LLC Agreement. Lender shall require each Holding Subsidiary to become a party to this Agreement and to be jointly and severally liable for all obligations of Borrower hereunder by executing a copy of the form of counterpart signature page substantially in the form of Exhibit C attached hereto and made a part thereof.

     5.5 Existence.

          a. The Borrower shall maintain (a) its limited liability company existence under the laws of the jurisdiction of its formation and (b) its good standing and its right to carry on its business and operations in the jurisdiction of its formation or incorporation and in each other jurisdiction in which the character of the properties owned or leased by it or the business conducted by it makes such qualification necessary and the failure to be in good standing would permanently preclude the Borrower from enforcing its rights with respect to any material assets or expose the Borrower to any material liability.

          b. The Borrower shall cause each of the Holding Subsidiaries to maintain (a) its existence under the laws of the State of Delaware and (b) its good standing and its right to carry on its business and operations in the State of Delaware and in each other jurisdiction in which the character of the properties owned or leased by such Holding Subsidiaries makes such qualification necessary.

     5.6 Compliance with Laws, Taxes, Etc.

     The Borrower shall, and shall cause its Subsidiaries to, comply in all material respects with all Applicable Laws, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property except to the extent contested in good faith by appropriate proceedings and for which any reserves required by GAAP have been established. In the event the Borrower fails, or fails to cause any of its Subsidiaries, to satisfy its obligations under this Section 5.6, as to taxes,

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assessments and governmental charges, the Lender may, but is not obligated to, satisfy such obligations in whole or in part and any payments made and expenses incurred in doing so shall constitute principal indebtedness hereunder governed by the terms of the Note and shall be paid or reimbursed by the Borrower upon demand by Lender.

     5.7 Books and Records.

     The Borrower shall at all times keep proper books and records of accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP consistently applied.

     5.8 Assets and Insurance.

     The Borrower shall maintain in full force and effect (a) a usual and customary errors and omissions insurance policy, (b) such other insurance coverage, on all properties of a character usually insured by organizations engaged in the same or similar business against loss or damage of a kind customarily insured against by such organizations, (c) adequate public liability insurance against tort claims which may be asserted against the Borrower and (d) such other insurance coverage for other hazards as Lender may from time to time reasonably require to protect its rights and benefits under this Credit Agreement and the other Loan Documents. All commercial general liability and property damage insurance policies and any other insurance policies required to be carried hereunder shall (i) be issued by insurance companies with a then-current Alfred M. Best Company, Inc. (or if no longer in existence, a comparable rating service) general policy holder’s rating of “A” or better and financial size category of Class XII or higher and otherwise reasonably satisfactory to Lender; (ii) designate Lender as additional insured; (iii) be written as primary policy coverage and not contributing with or in excess of any coverage which Lender may carry; (iv) provide for thirty (30) days prior written notice to Lender of any cancellation or nonrenewal of such policy; and (v) contain contractual liability coverage insuring performance by Borrower of the indemnity provisions of the Loan Documents. Borrower shall promptly deliver to Lender upon receipt and from time to time upon Lender’s request either a copy of each such policies of insurance or certificates evidencing the coverages required hereunder.

     5.9 Financial Statements and Other Reports.

     The Borrower shall maintain a system of accounting (as to its own operations and financial condition) established and administered in accordance with sound business practices such as to permit the preparation of financial statements in accordance with GAAP and furnish or cause to be furnished to the Lender:

          a. Annual Statements. Commencing in 2005, as soon as practicable following the end of each fiscal year, but in any event within ninety (90) days after the end of each fiscal year, Borrower shall cause to be prepared and delivered to Lender the audited statement of income and statement of cash flows for such fiscal year, audited balance sheet as of the end of such fiscal year, and accompanying notes to financial statements, on a consolidated basis, prepared in accordance with GAAP.

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     b. Quarterly Statements. As soon as practicable following the end of each of the first three fiscal quarters of each fiscal year, but in any event within forty-five (45) days after the end of such quarter, Borrower shall cause to be prepared and delivered to Lender, an unaudited statement of income and statement of cash flows for such quarter and an unaudited balance sheet as of the end of such quarter on a consolidated basis, prepared in accordance with GAAP.

     c. Monthly Statements. As soon as possible following the end of each calendar month in each fiscal year, but in any event within thirty (30) days after the end of such month, (i) Borrower shall cause to be prepared and delivered to Lender, an unaudited statement of income and statement of cash flows for such month and an unaudited balance sheet as of the end of such month on a consolidated basis, prepared in accordance with GAAP, and (ii) Borrower shall provide Lender with a monthly report of significant operating and financial statistics including, to the extent applicable, number of subscribers, subscriber churn statistics, minutes of use, average revenues per subscriber, acquisition costs and capital expenditure efficiency statistics and such additional statistics and information as may be approved for internal use by the Borrower.

     d. Within five (5) Business Days after their occurrence, notice of each of the following events:

(i)	the commencement of any Litigation against the Borrower or any material development in any Litigation pending or threatened against the Borrower.
(ii)	any Event of Default or other breach by Borrower of any covenant or agreement of Borrower in this Credit Agreement or any of the other Loan Documents.
(iii)	notice of any event that could have a Material Adverse Effect on the Borrower.

     5.10 Indebtedness.

     The Borrower shall not, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to any indebtedness, except:

          a. the indebtedness created under this Credit Agreement;

          b. indebtedness (i) that is subordinate in right of payment to all indebtedness evidenced by the Note, (ii) the incurrence of which would not have a Material Adverse Effect on the Borrower and (iii) the lender of which enters into an intercreditor agreement with Lender in form and substance satisfactory to Lender;

          c. purchase money financing of telecommunications equipment if the terms of such financing are more favorable to Borrower than the terms of the Loans or if Lender or its Affiliates are in breach under this Credit Agreement or the Equipment and Facilities Lease Agreement;

          d. current obligations incurred in the ordinary course of business and not overdue (unless the same are being contested in good faith and by appropriate proceedings and adequate reserves are maintained therefor in accordance with GAAP), not to exceed in the

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aggregate an amount to be determined by Lender in its reasonable discretion within one (1) year after the Amendment Effective Date;

          e. renewals, extensions, replacements, refinancings or refundings of any of the foregoing.

     5.11 Investments.

     The Borrower shall not, directly or indirectly, make or own any investment in any Person, except: investments in (i) Holding Subsidiaries of Borrower, (ii) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof, (iii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having the highest rating obtainable from either Standard & Poor’s Corporation or Moody’s Investors Service, Inc., (iv) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having the highest rating obtainable from either Standard & Poor’s Corporation or Moody’s Investors Service, Inc., and (v) time deposits maturing within one (1) year from the date of creation thereof with, including certificates of deposit issued by, any office located in the United States of any bank or trust company that is organized under the laws of the United States or any state thereof and whose certificates of deposit are rated P-l or better by Moody’s or A-l or better by S&P.

     5.12 Leasehold Mortgages.

          a. Borrower shall enter into, execute and deliver to Lender a Leasehold Mortgage, substantially in the form of Exhibit D, securing the repayment by Borrower of the Note in each case in which Borrower enters into a Lease. In the event that Borrower acquires any rights in real property other than pursuant to a Lease, then Borrower shall promptly notify Lender of such acquisition and shall promptly execute and deliver such mortgages, documents and other instruments as are reasonably requested by Lender to ensure that Lender has a first priority lien on such real property rights.

          b. Borrower shall use commercially reasonable efforts to cause each Lease to expressly permit the granting of a Leasehold Mortgage with respect to such Lease by the Borrower, as applicable to the Lender, and the exercise of the remedies thereunder by the Lender.

          c. At Lender’s election, Borrower shall use commercially reasonable efforts to obtain a Waiver and Consent, in the form attached hereto as Exhibit E, from the lessor of any real property leased to Borrower as to which lease Borrower is obligated under Section 5.12(a) to execute a Leasehold Mortgage.

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     5.13 Negative Covenants.

     Borrower shall not take any of the actions set forth in this Section 5.13 without the prior written approval of Lender, which approval may be withheld in Lender’s sole and absolute discretion.

          a. Sell, lease, convey, transfer or otherwise dispose of its property or assets now owned or hereafter acquired except in the ordinary course of business substantially consistent with industry practice, except for transfers of Licenses to the Holding Subsidiaries.

          b. Conduct, transact or otherwise engage in, or commit to transact, conduct or otherwise engage in, any business or operations other than the acquisition of the Licenses, the Build-Out and the operation of the Royal Street System, or any portion thereof, and the exercise of rights, the performance of obligations and the conduct of other activities arising out of or in connection with or directly related to the foregoing.

          c. Enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or substantially all of its business or property, whether now owned or hereafter acquired, or, except as expressly permitted under the terms of this Credit Agreement, acquire by purchase or otherwise all or substantially all the business or property of, or stock or other evidence of beneficial ownership of, any Person, or acquire, purchase, redeem or retire any shares of its capital stock now or hereafter outstanding for value.

          d. Create or permit to exist at any time, any mortgage, lien, security interest, pledge, charge or other encumbrance against any of its property or assets now owned or hereafter acquired, or assign or sell any income or revenues (including accounts receivable) or rights in respect thereof except for the Permitted Liens, and shall, at its sole cost and expense, promptly take all such action as may be necessary duly to discharge, or cause to be discharged all such mortgages, liens, security interests, pledges, charges or other encumbrances.

          e. Become liable, directly or indirectly, contingently or otherwise, for any obligation of any other Person by endorsement, guaranty, surety or otherwise.

          f. Enter into any agreement containing any provision that would be violated or breached by any borrowing hereunder or by the performance of its obligations hereunder or under any document executed pursuant hereto.

          g. Own, lease, manage or otherwise operate any properties or assets other than in connection with the Build-Out and operation of the Royal Street System, or incur, create, assume or suffer to exist any indebtedness or other consensual liabilities or financial obligations other than as may be incurred, created or assumed or as may exist in connection with the Build-Out and operation of the Royal Street System (including without limitation the Loans and other obligations incurred by the Borrower hereunder). Notwithstanding the foregoing, the Borrower may invest excess funds in investments permitted under Section 5.11.

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          h. Make any distributions under Section 10.2(a) of the LLC Agreement until Borrower has first paid any accrued interest, if any, and principal borrowed under this Credit Agreement.

     5.14 Further Assurances.

     At any time and from time to time, upon the written request of the Lender, and at the expense of the Borrower, the Borrower shall promptly and duly execute and deliver such further instruments and documents and take such further action as the Lender may reasonably determine in its sole discretion to be necessary or advisable to further carry out and consummate the transactions contemplated by the Loan Documents and to perfect or protect the full benefits of this Credit Agreement and the other Loan Documents.

     5.15 Independence of Covenants.

     All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken or condition exists.

Section 6: Events of Default and their Effect

     6.1 Events of Default.

     Each of the following shall constitute an Event of Default under this Credit Agreement and the Note (each, an “Event of Default”):

          a. Failure to Pay. Borrower fails to pay when due any principal payment, interest or other payment required under the terms of the Note that is not cured within five (5) days after the date on which such payment is due and payable; or

          b. Breaches of Other Covenants. Borrower fails to observe or perform any covenant, obligation, condition or agreement contained in this Credit Agreement or any covenant, obligation, condition or agreement under any of the other Loan Documents and such failure shall continue for ten (10) days after notice thereof from Lender or Borrower shall fail to transfer the Licenses to Holding Subsidiaries as required in Section 5.4 hereof; or

          c. Bankruptcy or Insolvency Proceedings. Borrower (i) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) is unable, or admits in writing its inability to pay its debts generally as they mature, (iii) makes a general assignment for the benefit of its or any of its creditors, (iv) is dissolved or liquidated in full or in part, (v) is adjudicated as a bankrupt or insolvent (as such terms may be defined or interpreted under any applicable statute), (vi) commences a voluntary case or other proceeding, or an involuntary petition is filed and not dismissed within sixty (60) days of filing, seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consents to any such relief or to the appointment of or taking possession of its property by any official in an

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involuntary case or other proceeding commenced against it, or (vii) takes any action for the purpose of effecting any of the foregoing; or

          d. Representations and Warranties. Any representation or warranty made by Borrower herein or in any other Loan Document is breached and not cured prior to the expiration of any applicable cure period or is false or misleading in any material respect; or

          e. Change in Control. The occurrence of any Borrower Change in Control Event; or

          f. Material Adverse Effect. The occurrence of any event having a Material Adverse Effect on the Borrower; or

          g. Breach of Certain Covenants. The breach by C9 Wireless, LLC (or its successors or assigns) of the terms of Section 4.1(b) of the LLC Agreement; or

          h. Termination of LLC Agreement. The LLC Agreement is terminated in accordance with its terms.

     6.2 Remedies Upon Event of Default.

          a. If any Event of Default shall occur, then the Lender may do any or all of the following: (i) terminate the commitment of the Lender to make Loans to the Borrower under this Credit Agreement, (ii) declare all obligations of the Borrower hereunder and under the Note to be immediately due and payable, whereupon the obligations of the Borrower hereunder and under the Note shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Credit Agreement or in any other Loan Document to the contrary notwithstanding, and (iii) enforce its rights under any one or more of the Loan Documents in accordance with Applicable Law.

          b. If an Event of Default described in Section 6.1 (c) above shall occur, then each of the following shall automatically occur without any further action by Lender: (i) the commitment of the Lender to make Loans to the Borrower under this Credit Agreement shall immediately terminate, and (ii) all obligations of the Borrower hereunder and under the Note shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Credit Agreement or in any other Loan Document to the contrary notwithstanding.

          c. Upon the occurrence of any Event of Default and at any time thereafter so long as any Event of Default shall be continuing, the Lender may proceed to protect and enforce this Credit Agreement, the Note and the other Loan Documents by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, or for foreclosure hereunder, or for the appointment of a receiver or receivers for the collateral subject to the applicable Security Agreements and Pledge Agreements or for the recovery of judgment for the indebtedness secured thereby or for the enforcement of any other proper, legal or equitable remedy available under Applicable Law.

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          d. The Borrower shall pay to the Lender forthwith upon demand any and all expenses, costs and other amounts due hereunder or under the other Loan Documents before, after or during the exercise of any of the foregoing remedies, including without limitation all reasonable legal fees and other reasonable costs and expenses incurred by the Lender by reason of the occurrence of any Event of Default, the enforcement of this Credit Agreement and the other Loan Documents and/or the preservation of the Lender’s rights hereunder and under the other Loan Documents.

Section 7: Miscellaneous

     7.1 Entire Agreement; Amendment.

     This Credit Agreement (including the attached Exhibits) constitutes the sole understanding of the parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements, commitments or understandings with respect to such matters. No amendment, modification or alteration of the terms or provisions of this Credit Agreement shall be binding unless the same shall be in writing and duly executed by the parties hereto.

     7.2 Successors and Assigns.

     This Credit Agreement may not be assigned by Borrower without the consent of the Lender. Lender may assign any or all of the Loan Documents to (i) an Affiliate of Lender, or (ii) Bear, Stearns & Co. Inc. or any Affiliate thereof, without the consent of Borrower, provided that such assignee of Lender agrees to be bound by all of the terms hereof. No such permitted assignment shall relieve any party hereto of any liability for a breach of this Credit Agreement by such party or its assignee. Notwithstanding the foregoing, Borrower may assign its rights and obligations under this Credit Agreement to any Holding Subsidiary. This Credit Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs or successors in interest.

     7.3 Rights and Remedies.

     Unless otherwise provided herein, the rights and remedies of the Lender hereunder and under the other Loan Documents shall not be mutually exclusive, and the exercise of one or more remedies by the Lender pursuant to this Credit Agreement, the other Loan Documents or Applicable Law shall not preclude the exercise by the Lender of any other remedy.

     7.4 Indemnity; Reimbursement of Lender.

          a. The Borrower agrees to indemnify, defend and hold the Lender harmless from and against any and all claims, demands, losses, judgments and liabilities (including but not limited to, liabilities for penalties) of any nature (“Claims”), and to reimburse the Lender for all reasonable costs and expenses, including but not limited to attorneys’ fees and expenses, arising from the Loan Documents or the exercise of any right or remedy granted to the Lender hereunder other than Claims arising from Lender’s gross negligence, willful misconduct or fraud. In no event shall the Lender be liable for any matter or thing in connection with the Loan Documents other than to account for moneys actually received by the Lender in accordance with the terms hereof.

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          b. All indemnities contained in this Section 7.4 and elsewhere in this Credit Agreement shall survive the expiration or earlier termination of this Credit Agreement.

     7.5 Highest Lawful Rate.

     Anything herein to the contrary notwithstanding, the obligations of the Borrower on the Note shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent that contracting for or receipt thereof would be contrary to provisions of any law applicable to the Lender limiting the highest rate of interest which may be lawfully contracted for, charged or received by the Lender.

     7.6 Counterparts.

     This Credit Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

     7.7 Modification and Waiver.

     The parties by mutual written agreement may (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein of the other Party or in any document delivered pursuant hereto by the other Party, or (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall only be valid if set forth in an instrument in writing signed on behalf of such party. No waiver by Lender in any one case shall require the Lender to give any subsequent waiver.

     7.8 Payments on Business Days.

     Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day other than a Business Day, such payment may be made on the next succeeding Business Day and such extension of time shall in such case be included in computing interest, if any, in connection with such payment.

     7.9 Expenses.

     Except as specifically provided herein, each Party hereto shall pay all costs and expenses incurred by it or on its behalf in connection with this Credit Agreement and the transactions contemplated hereby, including, without limiting the generality of the foregoing, fees and expenses of its own consultants, accountants and counsel. Notwithstanding the foregoing, the Borrower shall pay, immediately when due, all present and future stamp and other like duties and applicable taxes, if any, to which this Credit Agreement may be subject or give rise.

     7.10 Notices.

     All notices and other communications given to or made upon any party hereto in connection with this Credit Agreement shall, except as otherwise expressly herein provided, be

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in writing and mailed via certified mail, sent by Federal Express or other similar express delivery service for next day delivery or faxed (with a confirming copy sent by such express delivery service for next day delivery) to the respective parties, as follows:

If to Lender:	MetroPCS Wireless, Inc.
	8144 Walnut Hill Lane
	Suite 800
	Dallas, TX 75231
	Attention: Vice President, General Counsel and Secretary
	Facsimile: 972-860-2682
With copies (which shall not constitute notice) to:	Paul Hastings, Janofsky & Walker, LLP
	875 15th Street, N.W.
	Twelfth Floor
	Washington, DC 20005
	Attention: Carl W. Northrop
	Facsimile: 202-551-1725
	Bear Stearns Corporate Lending Inc.
	383 Madison Avenue, 8th Floor
	New York, New York 10179
	Attention: Kevin Cullen
	Facsimile: 212-272-9184
If to Borrower:	Royal Street Communications, LLC
	PO Box 2365
	Southampton, NY 11969
	Attention: Robert Gerard
	Facsimile: 631-283-9153
With a copy (which shall not constitute notice) to:	Schulte Roth & Zabel LLP
	919 Third Avenue
	New York, New York 10022
	Attention: Paul N. Roth, Michael R. Littenberg
	Facsimile: 212-593-5955

or in accordance with any subsequent written direction delivered in accordance with this section from the recipient party to the sending party. All such notices and other communications shall, except as otherwise expressly herein provided, be effective upon delivery if delivered by hand; in the case of certified mail, three (3) Business Days after the date sent; in the case of any fax, when

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received; or in the case of express delivery service, the day after delivery of the notice to such service with charges prepaid.

     7.11 Severability.

     In case any one or more of the provisions contained in this Credit Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect by a court or other authority of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Credit Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein and, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Credit Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable, it being the intent of the parties to maintain the benefit of the bargain for all parties.

     7.12 Governing Law.

     This Credit Agreement shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such jurisdiction.

     7.13 Venue; Waiver of Jury Trial.

          a. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURT OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS CREDIT AGREEMENT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT HEREOF OR OF ANY SUCH DOCUMENT, THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS CREDIT AGREEMENT, OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE.

          b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS CREDIT AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS

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CREDIT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS CREDIT AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.13.

     7.14 Lender’s Discretion.

     Unless this Credit Agreement shall otherwise expressly provide, Lender shall have the right to make any decision, grant or withhold any consent, and exercise any other right or remedy hereunder in its sole and absolute discretion.

     7.15 Capitalized Terms.

     Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the LLC Agreement.

     7.16 Headings.

     The descriptive headings in this Credit Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Credit Agreement.

     7.17 Amendment and Restatement.

     This Credit Agreement amends and restates in its entirety the Original Agreement and the Existing Credit Agreement, and from and after the Effective Date hereof, and subject to the terms hereof, the terms and provisions of the Original Agreement and the Existing Credit Agreement shall be superseded by the terms and provisions of this Credit Agreement. In addition to the premises set forth above, the Borrower hereby agrees that (i) the indebtedness, borrowings, advances and liabilities under the Original Agreement and the Existing Credit Agreement and the promissory notes executed and delivered in connection therewith, shall be deemed to be indebtedness and liabilities of the Borrower outstanding and governed by this Credit Agreement, and (ii) all liens, encumbrances and security interests securing the indebtedness and Obligations under the Original Agreement and the Existing Credit Agreement and related promissory notes executed and delivered in connection therewith shall continue in full force and effect to secure the indebtedness and obligations of Borrower under this Credit Agreement, the Note and the other Loan Documents.

[remainder of page intentionally blank; signature page follows]

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SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     IN WITNESS WHER OF, the parties hereto have-signed this Credit Agreement, or have caused this Credit Agreement to be signed in their respective names by an officer, hereunto duly authorized, on the Amendment Effective Date.

METROPCS WIRELESS, INC.
a Delaware corporation
By:	/s/ Roger D. Linquist
Name:	Roger D. Linquist
Title:	President and CEO
ROYAL STREET COMMUNICATIONS, LLC,
a Delaware limited liability company
By:	/s/ Robert A. Gerard
Name:	ROBERT A. GERARD
Title:	CHIEF EXECUTIVE OFFICER

Exhibits to
Second Amended and Restated Credit Agreement
by and between
MetroPCS Wireless, Inc.
and
Royal Street Communications, LLC

EXHIBITS:

A.	FORM OF AMENDED AND RESTATED NOTE
B.	FORM OF AMENDED AND RESTATED SECURITY AGREEMENT
C.	COUNTERPART SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
D.	LEASEHOLD MORTGAGE
E.	WAIVER AND CONSENT
F.	FORM OF AMENDED AND RESTATED PLEDGE AGREEMENT

EXHIBIT A

FORM OF NOTE

AMENDED AND RESTATED PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED.

                    , 200___

     FOR VALUE RECEIVED, ROYAL STREET COMMUNICATIONS, LLC, a Delaware limited liability company (the “Borrower”), promises to pay to the order of METROPCS WIRELESS, INC. (the “Holder”) at its principal office at 8144 Walnut Hill Lane, Suite 800, Dallas, TX 75231, or at such other place as the Holder may from time to time designate in writing, or to its assigns, the principal sum equal to the Loans, or so much thereof as may be advanced from time to time and remain outstanding, together with interest on the unpaid principal balance, at the rate of 11% per annum, compounded quarterly commencing on the last day of the first calendar quarter following the Effective Date. Interest shall be computed on the basis of a year with three hundred sixty (360) days, and the actual number of days elapsed. This Note is issued pursuant to the Second Amended and Restated Credit Agreement dated as of even date herewith by and among Borrower, Holder and certain other persons that become parties thereto under the terms thereof as the same may be amended from time to time (“Credit Agreement”).

     1. Defined Terms. All capitalized terms not defined herein shall have the meanings given to them in the Credit Agreement.

     2. Payments. Payments of interest and principal shall be due and payable at such times and in such amounts as set forth in the Credit Agreement. All payments made hereunder shall be made in lawful tender of the United States in immediately available funds on the date on which such payment shall be due.

     3. Payment at Maturity. The entire outstanding principal balance of this Note, all interest accrued thereon, and all other amounts then due and owing under this Note and the Loan Documents shall be due and payable in full on the Maturity Date.

     4. Default. The following shall be Events of Default under this Note: (each, an “Event of Default”):

     a. The failure by Borrower to pay any amount when due under this Note, which failure shall remain uncured for a period of five (5) days after delivery of written notice of such failure; or

     b. The occurrence of an “Event of Default” as defined in the Credit Agreement.

     5. Rights of Holder Upon Default. Upon the occurrence or existence of any Event of Default and at any time thereafter during the continuance of such Event of Default, Holder may declare the entire principal sum of this Note, together with all unpaid accrued interest thereon, and all unpaid fees, charges, costs and expenses, if any, owed by Borrower to Holder hereunder or under any of the other Loan Documents, to be immediately due and payable. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Holder may exercise any other right, power or remedy permitted to it by law, either by suit in equity or by action at law, or both.

     6. Prepayment.

     a. Prepayment. Upon compliance with Section 6(b) below, the Borrower shall have the right, at any time and from time to time, to prepay this Note, without premium or penalty, either in whole or in part but limited to increments of no less than $25,000 per prepayment, by payment of the principal amount of this Note, or portion thereof to be prepaid, and accrued interest thereon to the date of such prepayment. Partial or total prepayments of this Note shall first be credited to accrued interest due, then to the principal balance outstanding.

     b. Notice of Prepayment. The Borrower shall give notice to Holder of any prepayment of this Note pursuant to Section 6(a) at least three Business Days prior to the date fixed for such prepayment specifying (a) the date of prepayment, and (b) the principal amount to be prepaid on such date. Notice of prepayment having been so given, the principal amount of this Note to be prepaid as specified in the notice, together with accrued interest thereon shall become due and payable on the prepayment date specified in such notice.

     7. Security. Borrower’s obligations under this Note are secured by, among other things, an Amended and Restated Security Agreement (“Security Agreement”) of even date herewith by and between Borrower and Holder creating a lien and security interest on Borrower’s assets.

     8. Waivers and Rights of Holder. Except as may be otherwise expressly set forth in this Note, Borrower hereby (i) waives demand, presentment for payment, protest, notice of nonpayment, notice of protest, notice of dishonor, and any and all exemption rights which it holds at law or in equity with respect to the indebtedness evidenced by this Note, and (ii) agrees that enforcement by Holder of any security for the performance of the terms of this Note shall not constitute an election by it of remedies so as to preclude the exercise of any other remedy available to it.

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     9. Default Rate. As long as any payment due under this Note remains past due (whether at the stated maturity, by acceleration or otherwise) for five (5) days or more, interest under this Note shall accrue on such overdue payment from the earlier of the due date of such payment at a rate (the “Default Rate”) equal to Eighteen Percent (18.00%) per annum, in each case from the date of such non-payment until such amount is paid in full (whether after or before judgment).

     10. Payment of Expenses. From and after the occurrence of an Event of Default, Borrower shall pay, on demand, all reasonable costs and expenses of collection of this Note (including, without limitation, reasonable attorneys’ fees), whether or not any suit or other legal proceedings shall be instituted.

     11. Rights Cumulative. All rights and remedies of Holder under this Note, under any security given to secure Borrower’s performance of the terms of this Note (including, without limitation, the Security Agreement) and under applicable law, are cumulative and not alternative. Failure of Holder at any time to exercise any such rights or remedies shall neither constitute a waiver of such rights or remedies nor bar the future exercise of any such rights or remedies.

     12. No Usury. In the event that any payment under this Note shall exceed the amount permitted by applicable law, such payment shall be reduced to the maximum amount permitted by law and the excess shall be applied in reduction of the principal amount of this Note. In the event that any such excess exceeds the principal amount, the amount of such excess over the principal amount shall be refunded to Borrower.

     13. Business Day. In the event that the date for performance of any obligation under this Note falls on other than a Business Day, then such obligation shall be performed on the next succeeding business day.

     14. Successors and Assigns. The rights and obligations of the Borrower and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and permitted transferees of the parties.

     15. Entire Agreement; Amendments;Waiver. This Note, together with the Credit Agreement, contains the entire agreement between Borrower and Holder relating to the subject matter hereof. No amendment, modification, termination, release, surrender or discharge of this Note shall be of any force or effect except by an agreement in writing signed by Borrower and Holder. No purported waiver of any of the provisions of this Note shall be valid or effective unless the same is in writing and signed by the party against whom it is sought to be enforced.

     16. Assignment by the Borrower. Except as expressly provided in the Credit Agreement, neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Borrower, without the prior written consent of the Holder.

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     17. Severability. In case any one or more of the provisions contained in this Note shall for any reason be held to be invalid, illegal and unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

     18. Notices. All notices required or permitted under this Note shall be in writing and shall be sufficient if given in the manner described in the Credit Agreement.

     19. No Setoff. Payments on this Note shall be made without setoff, counterclaim or deduction, and without further notice or demand to Borrower or any other party.

     20. Records. Records of all borrowings evidenced by this Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be maintained by the Lender, and such records shall, absent manifest error, be conclusive and binding.

     21. Governing Law. This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of New York, without regard to the conflicts of law provisions of that or of any other state.

     22. Time of Essence. Time is of the essence in the performance of each and every term and provision of this Note.

     23. Amendment and Restatement. This Note amends and restates in their entirety (but does not cancel or extinguish the indebtedness and liability evidenced by, and shall not constitute a novation of) that certain Promissory Note dated December 22, 2004 executed by Borrower in favor of MetroPCS (as successor lender to Holdings) and that certain Promissory Note dated January 24, 2005 executed by Borrower in favor of MetroPCS (as successor lender to Holdings), in the original principal amount of the Loan Commitment Amount as defined in each of the Original Agreement and the Existing Credit Agreement.

[remainder of page intentionally blank; signature page follows]

SIGNATURE PAGE TO
AMENDED AND RESTATED PROMISSORY NOTE

     IN WITNESS WHEREOF, the Borrower has caused this Note to be issued as of the date first written above.

ROYAL STREET COMMUNICATIONS, LLC,
a Delaware limited liability Company
BY:	/s/ Robert A. Gerard
Name:	ROBERT A. GERARD
Title:	CHIEF EXECUTIVE OFFICER

EXHIBIT B

FORM OF AMENDED AND RESTATED SECURITY AGREEMENT

     THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) executed on December 15, 2005 as of December 22, 2004, is made between ROYAL STREET COMMUNICATIONS, LLC, a Delaware limited liability company (“Grantor”), and METROPCS WIRELESS, INC., a Delaware corporation (“Lender”).

RECITALS

     A. Grantor and the Lender have entered into that certain Second Amended and Restated Credit Agreement executed on even date herewith (as the same may be amended from time to time “Credit Agreement”) pursuant to which Lender has agreed, subject to the terms and conditions therein, to make certain loans in an aggregate amount set forth in the Credit Agreement (the “Loans”) and Grantor has executed and delivered an amended and restated promissory note executed on even date herewith evidencing amounts advanced by the Lender under the Credit Agreement (the “Note”).

     B. In order to induce the Lender to enter into the Credit Agreement and to continue to make the Loans, and in consideration therefor, the Grantor has agreed to execute and deliver this Agreement to amend and restate that certain Security Agreement, dated as of December 22, 2004 (the “Original Security Agreement”), and that certain Security Agreement, dated as of January 24, 2005 (the “Existing Security Agreement”), each between the Grantor and the Lender (as successor lender to Holdings), pursuant to which the Grantor has granted to the Lender a perfected lien on and security interest in all of the Collateral (as defined in each of the Original Security Agreement and the Existing Security Agreement) to secure the Obligations (as defined in each of the Original Security Agreement and the Existing Security Agreement).

     C. It is a condition precedent to the making of any further Loans that the Grantor execute and deliver this Agreement to, among other things, amend and restate the Original Security Agreement and the Existing Security Agreement on the terms and conditions set forth herein.

     NOW THEREFORE, for and in consideration of the covenants and provisions set forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend and restate the Original Security Agreement and the Existing Security Agreement and further agree as follows:

     1. Grant of Security Interest. As security for the Obligations, the Grantor hereby transfers, conveys, assigns, pledges and grants a continuing and unconditional security interest to the Lender, and its successors and assigns, in and to:

     a. all equipment (including all “Equipment” as defined in Section 9-102(a)(33) of the Uniform Commercial Code as in effect from time to time in the State of New York, such code, together with any other successor or applicable adoption of the

Uniform Commercial Code in any applicable jurisdiction, the “Code”), machinery, vehicles, fixtures, improvements, supplies, office furniture, fixed assets, all as now owned or hereafter acquired by the Grantor or in which the Grantor has or hereafter acquires any interest, and any items substituted therefor as replacements and any additions or accessions thereto;

     b. all goods (including all “Goods” as defined in Section 9-102(a)(44) of the Code) and all inventory (including all “Inventory” as defined in Section 9-102(a)(48) of the Code) of the Grantor, now owned or hereafter acquired by the Grantor or in which the Grantor has or hereafter acquires any interest, including but not limited to, raw materials, scrap inventory, work in process, products, packaging materials, finished goods, all documents of title, chattel paper and other instruments covering the same and all substitutions therefor and additions thereto (all of the property described in this clause (b) being hereinafter collectively referred to as “Inventory”);

     c. all present and future accounts in which the Grantor has or hereafter acquires any interest (including all “Accounts” as defined in Section 9-102(a)(2) of the Code), contract rights (including all rights to receive payments and other rights under all equipment and other leasing contracts) and rights to payment and rights or accounts receivable evidencing or representing indebtedness due or to become due the Grantor on account of goods sold or leased or services rendered, claims, instruments and other general intangibles (including tax refunds, royalties and all other rights to the payment of money of every nature and description), including but not limited to, any such right evidenced by chattel paper, and all liens, securities, guaranties, remedies, security interests and privileges pertaining thereto (all of the property described in this clause (c) being hereinafter collectively referred to as “Accounts”);

     d. all investment property now owned or hereafter acquired by the Grantor, including, without limitation, all securities (certificated and uncertificated), partnership, membership or other ownership interests or profits interest owned by Grantor in or with regard to any corporation, partnership, limited liability company or other legal entity, securities accounts, securities entitlements, commodity contracts and commodity accounts, including, without limitation, any shares, equity securities, partnership, membership or other ownership interests owned by Grantor (the “Securities”);

     e. all general intangibles now owned or hereafter acquired by the Grantor or in which the Grantor has or hereafter acquires any interest, (including all “General Intangibles” as defined in Section 9-102(a)(42) of the Code) including but not limited to, choses in action and causes of action and all licenses and permits (to the extent the collateral assignment of such licenses and permits is not prohibited by Applicable Law), registrations, franchises, corporate or other business records, systems, designs, software, goodwill, logos, indicia, business identifiers, inventions, processes, production methods, proprietary information, know-how, trade-secrets, customer and client lists (to the extent not prohibited by Applicable Law), and all trade-names, copyrights, patents, trademarks (including service marks) or patent or trademark applications and contract rights (including but not limited to all rights to receive payments and other rights under all equipment and other leasing contracts, instruments and documents owned or used by the Grantor, and any goodwill relating thereto);

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     f. all other property owned by the Grantor or in which the Grantor has or hereafter acquires any interest, wherever located, and of whatever kind or nature, tangible or intangible, excluding, except to the extent set forth in clause j below, any Licenses now or hereafter issued by the FCC;

     g. all insurance policies of any kind maintained in effect by the Grantor, now existing or hereafter acquired, under which any of the property referred to in clauses (a) through (f) above is insured, including but not limited to, any proceeds payable to the Grantor pursuant to such policies;

     h. all monies, cash collateral, chattel paper, checks, notes, bills of exchange, documents of title, money orders, negotiable instruments, commercial paper, and other securities, instruments, documents, deposit accounts, deposits and credits from time to time whether or not in the possession of or under the control of the Lender;

     i. any consideration received when all or any part of the property referred to in clauses (a) through (h) above is sold, transferred, exchanged, leased, collected or otherwise disposed of, or any value received as a consequence of possession thereof, including but not limited to, all products, proceeds (including all “Proceeds” as defined in Section 9-102(a)(64) of the Code), cash, negotiable instruments and other instruments for the payment of money, chattel paper, security agreements or other documents, insurance proceeds or proceeds of other proceeds now or hereafter owned by the Grantor or in which the Grantor has an interest; and

     j. all “Proceeds” as defined in Section 9-102(a)(64) of the Code of all Licenses now or hereafter issued by the Federal Communications Commission or any successor thereto, and solely to the extent if any permitted by Applicable Law, all such licenses and permits.

     The property set forth in clauses (a) through (j) of the preceding sentence, together with property of a similar nature which the Grantor hereafter owns or in which the Grantor hereafter acquires any interest, is referred to herein as the “Collateral.”

     2. Representations and Warranties. The Grantor represents, warrants and agrees that:

     a. Grantor has and shall have good and marketable title to all the Collateral, wherever and whenever acquired, free and clear of any lien except as permitted by the Credit Agreement, and the Grantor has not filed, nor is there on record, a financing statement under the Code (or similar statement or instrument of registration under the law of any jurisdiction) covering any Collateral except as permitted by the Credit Agreement;

     b. Grantor has the requisite limited liability company power and authority and legal right to pledge the Collateral to Lender as provided herein;

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     c. Grantor has paid when due all taxes, fees, assessments and other charges now or hereafter imposed upon the Collateral except for any tax, fee, assessment or other charge the validity of which is being contested in good faith by appropriate proceedings and which may not result in any material impairment of the lien of the Lender on such Collateral and, except for any tax, fee, assessment or other charges assessed subsequent to the Lender’s foreclosure on such Collateral pursuant to the Loan Documents;

     d. as a result of the execution and delivery of this Agreement and the filing of any financing statements or other documents necessary to assure, preserve and perfect the security interest created hereby, and except as permitted by the Credit Agreement, the Lender shall have a valid, perfected, enforceable lien on, and a continuing security interest in, the Collateral, enforceable and superior, subject to Permitted Liens, as such as against creditors and purchasers (other than purchasers of Inventory in the ordinary course of business) and as against any owner of real property where any of the equipment or Inventory is located and as against any purchaser of such real property and any present or future creditor obtaining a mortgage or other lien on such real property, and such lien shall be superior and prior to all other liens on the Collateral;

     e. the chief executive office of the Grantor is at PO Box 2365, Southampton, New York 11969, and the Grantor maintains its books of account and records only at such address; and

     f. none of the Collateral is held by a third party in any location as assignee, trustee, bailee, consignee or in any similar capacity.

All representations, warranties and agreements of the Grantor contained in this Agreement shall survive the execution, delivery and performance of this Agreement until the termination of this Agreement pursuant to Section 13 hereof.

     3. Covenants. The Grantor hereby covenants to and agrees with the Lender that so long as this Agreement shall remain in effect or any Obligations shall remain unpaid or unperformed:

     a. The Grantor shall promptly give written notice to the Lender of any levy or attachment, execution or other process against any of the Collateral;

     b. The Grantor at its sole cost and expense shall take any and all actions reasonably necessary or desirable to defend the Collateral against the claims and demands of all persons other than the Lender and holders of adverse liens permitted by the Credit Agreement and to defend the security interest of the Lender in the Collateral and the priority thereof against any adverse lien of any nature not permitted by the Credit Agreement;

     c. The Grantor shall keep all tangible Collateral properly insured in the manner and form required under the Credit Agreement and in good order and repair (normal wear and tear excepted) and promptly notify the Lender of any event causing any material loss, damage or depreciation in value of the Collateral and of the extent of such loss, damage or depreciation;

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     d. The Grantor shall mark any Collateral that is chattel paper with a legend showing the Lender’s lien and security interest therein;

     e. The Grantor shall not (i) amend or terminate any contract or other document or instrument constituting part of the Collateral, except for transactions in the ordinary course of business substantially consistent with industry practice; or (ii) voluntarily or involuntarily exchange, lease, sell, transfer or otherwise dispose of any Collateral, except as otherwise permitted under the Credit Agreement;

     f. The Grantor at all times shall keep accurate and complete records of the Collateral and, upon the reasonable request of the Lender, shall furnish the Lender a schedule or schedules, in form and substance reasonably satisfactory to the Lender, describing such Collateral as the Lender may require;

     g. The Lender, or any of its agents, shall have the right to call at the Grantor’s place or places of business during normal business hours at intervals to be determined by the Lender and without hindrance or delay after notice to the Grantor, to inspect the Collateral and to inspect, audit, verify, check and make extracts from the books, records, journals, orders, receipts, correspondence and other data relating to the Collateral;

     h. If any of the Accounts or General Intangibles of the Grantor arise out of contracts with the United States or any department, agency or instrumentality thereof, the Grantor shall promptly notify the Lender in writing and execute any instruments and take any steps required by the Lender in order that all monies due and to become due under such contracts shall be assigned to the Lender and notice thereof given to the United States Government under the Federal Assignment of Claims Act;

     i. Without the prior written consent of the Lender or except as otherwise permitted by this Agreement or the Credit Agreement, the Grantor will not (1) pledge, assign or grant a security interest in any of the Collateral to anyone except the Lender, (2) permit any lien or encumbrance to attach to any of the Collateral, (3) permit any levy to be made on the Collateral or (4) permit any financing statement (except any financing statements executed by Grantor for the benefit of Lender as secured party) to be on file with respect to any Collateral; provided, however, that in the event that Lender or its Affiliates are in breach under the Credit Agreement or the Equipment and Facilities Lease Agreement, then Borrower shall be permitted to purchase equipment from a third party seller and to issue such third party seller a first priority purchase money security interest solely in the acquired equipment;

     j. The Grantor shall pay and discharge when due all taxes, levies and other charges on the Collateral, unless such tax, levy or other charge is being contested in good faith and with respect to which adequate reserves (as determined in accordance with generally accepted accounting principles) have been established and are being maintained and unless such tax, levy or other charge is assessed subsequent to the Lender’s foreclosure on such Collateral pursuant to the Loan Documents;

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     k. If any Inventory or Equipment shall become in the possession or control of any third party, the Grantor shall notify such third party of the security interest created hereby and instruct such third party to hold such Inventory and Equipment for the Lender’s account and subject to the Lender’s instructions. If any Collateral is subject to a certificate of title at any time, the Grantor shall deliver such certificate of title to the Lender together with such documents as shall be necessary to cause the security interest of the Lender to be noted thereon;

     l. If at any time Grantor shall receive any shares of stock or stock certificates, or any other instruments evidencing Securities, Grantor shall promptly deliver any such instruments to Lender as additional security for the Obligations, all of which additional security shall constitute Collateral. With respect to any Collateral that is an “uncertificated security” for purposes of the Code (other than any “uncertificated securities” credited to a Securities Account under the control of the Lender), Grantor shall cause the issuer of such uncertificated security to either (i) register the Lender as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement, in form and substance satisfactory to the Lender pursuant to which such issuer agrees to comply with the Lender’s instructions with respect to such uncertificated security without further consent by such Grantor; or

     m. Upon the occurrence and during the continuation of an Event of Default, any dividends or other distributions received by Grantor on account of the Collateral shall be held in trust by Grantor for the benefit of the Lender, and Grantor shall immediately notify Lender in writing, and shall, if Lender so instructs, immediately pay over such dividends or other distributions to Lender as Collateral.

     4. Events of Default. Each of the following shall constitute an “Event of Default” hereunder:

     a. The occurrence of a default or an “Event of Default” under the Note or the Credit Agreement; or

     b. [Intentionally Removed].

     5. Remedies Upon Default. Upon the occurrence and during the continuation of an Event of Default, after any applicable cure period, and at any time thereafter, Lender may (but shall not be required to) take any or all of the following actions simultaneously or in any order which it may choose:

     a. The Lender may from time to time take whatever action at law or in equity may appear necessary or desirable in order to collect the monies payable hereunder or secured hereby or to enforce performance and observance of any obligation, agreement or covenant hereunder.

     b. The Lender may foreclose its security interest in any of the Collateral in any way permitted by law; and the Lender may thereupon, or at any time thereafter, in its sole discretion, without notice or demand (except such notice as may be specifically required by law) and with or without having the Collateral at the time or place of sale,

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sell or otherwise dispose of the Collateral, or any part thereof, at one or more public or private sales, at any time or place, at such price or prices and upon such terms, either for cash, credit or future delivery, as the Lender may elect. In the exercise of such remedy, the Lender may sell all of the Collateral as a unit even though the sales price thereof may be in excess of the amounts remaining unpaid on the Obligations. To the extent not prohibited by Applicable Law, the Lender is authorized at any sale or other disposition of the Collateral, if it deems it advisable so to do, to restrict (with respect to any Securities that are part of the Collateral) the prospective bidders or purchasers thereof to persons who will represent and agree that they are purchasing for their own account for investment, and not with a view to the distribution or resale of any of the Collateral. At any such public sale the Lender may bid for and become the purchaser of all or any part of the Collateral, and such sale or sales may be held without demand of performance, notice of intention to sell, the time or place of sale or any other matter, except for such notice as may be specifically required by law; and the purchaser at any such sale or other disposition shall thereafter hold the Collateral sold absolutely free from any claim or right of the Grantor of whatsoever kind, including any right of redemption of the Grantor, all such rights being hereby expressly waived and released by the Grantor to the extent permitted by law.

     c. The Lender may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. The Grantor hereby assents to the passage of a decree for the sale of any of the Collateral by any court having jurisdiction. In any action hereunder, the Lender shall be entitled to the appointment of a receiver without notice, to peaceably take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, if an Event of Default shall occur and be continuing, the Lender shall be entitled to apply, without notice to the Grantor, any cash or cash items constituting Collateral in its possession to payment of the Obligations.

     d. Lender shall have the right, in its sole discretion, to apply for and have a receiver appointed by a court of competent jurisdiction in any action taken by Lender to enforce its rights and remedies hereunder in order to manage, protect and preserve the Collateral and continue the operation of the business of Grantor and to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership, including but not limited to the compensation of the receiver, until a sale or other disposition of such Collateral shall be finally made and consummated. Lender and Grantor acknowledge and agree that in connection with any exercise by the Lender of its rights hereunder to dispose of or operate under certain of the Collateral, it may be necessary to obtain the prior consent or approval of certain governmental authorities. Upon the exercise by Lender of any power, right, privilege or remedy pursuant to this Agreement which requires any consent or approval of any governmental authority, Grantor will execute and deliver, or will cause the execution and delivery of, all applications, certificates and other documents which may reasonably be required to obtain such approval or consent. Grantor shall cooperate in good faith with Lender and any purchaser of the Collateral in obtaining any such approvals or consents.

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     e. The Grantor hereby authorizes and empowers the Lender to sell its interest in the Collateral in accordance with any Applicable Law. Such Collateral or any interest therein may be sold upon such terms and in as many lots as the person conducting the sale may, in his sole discretion, elect. No readvertisements of any sale shall be required if the sale is adjourned by announcement, at the time or place set therefor, of the date, time or place to which the same is to be adjourned.

     f. The Lender may, to the extent not prohibited by Applicable Law, exercise any and all rights of conversion, exchange or subscription and any other rights, privileges or options pertaining to any of the Collateral, as if the Lender were the absolute owner thereof, including (without limitation) the right to exchange, at its discretion, any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of any subsidiary of Grantor.

     g. The Lender may take possession of the Collateral pursuant hereto without legal process and without incurring liability to the Grantor therefor for the purpose of exercising its rights hereunder.

     h. The Lender may (1) notify all or any of the makers, account debtors or any person obligated to the Grantor for any amount with respect to an Account or General Intangible (collectively, the “obligors” and individually, an obligor”) that the Accounts and the General Intangibles have been assigned to the Lender and to request confirmation from any obligor of the amount shown by the Accounts or the General Intangibles to be payable or any other matter stated therein or relating thereto, and such notices may be given by the Lender in its own name or in the name of the Grantor; (2) demand, collect or compromise for any and all sums that are now or may hereafter become due or owing on any Account or General Intangible; (3) enforce payment of any Account or General Intangible either in its own name or in the name of the Grantor; and (4) endorse in the name of the Grantor, and to collect, any instruments tendered or received in payment of any Account or General Intangible. The Lender under no circumstances shall be under any duty to act in regard to any of the foregoing matters. The Grantor appoints the Lender, and any officer or employee of the Lender as the Lender from time to time may designate, as attorneys-in-fact for the Grantor, to sign and endorse in the name of the Grantor, to give notices in the name of the Grantor and to perform all other actions necessary or desirable in the reasonable discretion of the Lender to effect these provisions and carry out the intent hereof. This power, being coupled with an interest, is irrevocable so long as any Account or General Intangible assigned to the Lender remains unpaid and this Agreement has not been terminated in accordance with the terms hereof.

     i. At the option of the Lender, the Grantor agrees that, upon receipt of all checks, drafts, cash and other remittances in payment or on account of the Accounts or the General Intangibles (collectively, the “payments” and individually, a “payment”), the Grantor will deposit the same in a special bank account designated by Lender, over which the Lender has the exclusive right of withdrawal, and will designate with each such deposit the particular Account or General Intangible upon which the payment was made. The funds in such special account shall be held by the Lender as security for the Obligations. The payments shall be deposited in precisely the form received except for

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the endorsement of the Grantor where necessary to permit collection of such items, which endorsement the Grantor agrees to make, and which the Lender is authorized to make on the Grantor’s behalf. Pending such deposit, the Grantor agrees that it will not commingle any payments with any of the Grantor’s funds or property, but will hold them separate and apart therefrom and upon an express trust for the Lender until deposit thereof is made in the special account. The Lender, at any time and from time to time after the occurrence of an Event of Default, in its sole discretion, may apply any part of the credit balance in the special account to the payment of the Obligations.

     j. The Lender may exercise any other right or remedy with respect to any of the Collateral given to secured parties under the applicable Code or other Applicable Law.

     k. Any notification required by Section 9-611 of the Code shall be deemed reasonably and properly given if mailed, certified or registered mail, postage prepaid, to the Grantor, at least ten (10) days before any sale or disposition of any of the Collateral which is subject to the Code. Any advertisement of the sale or other disposition of such Collateral shall be deemed to be reasonable if such advertisement is placed in a newspaper of general circulation in or about the location of the chief executive offices or principal place of business of Grantor or the location of the sale at least once in each of the two (2) calendar weeks immediately preceding the sale.

     l. At the request of Lender, the Grantor shall deliver to the Lender all original and other documents evidencing and relating to the sale and delivery of Inventory or Accounts, including but not limited to, all original orders, invoices and shipping receipts. The Grantor shall also furnish to the Lender, promptly upon the request of the Lender, such reports, reconciliations and aging balances regarding Accounts as the Lender may request from time to time.

     All of Lender’s rights and remedies hereunder, under the Note and under any of the other Loan Documents shall be cumulative and not exclusive, and shall be enforceable alternatively, successively or concurrently as Lender may, in its sole discretion, deem expedient. Lender shall have no obligation to preserve rights in the Collateral or marshal any of the Collateral for the benefit of any person or entity. The Obligations are recourse obligations. Accordingly, the exercise of Lender’s remedies hereunder, or any of them, including, without limitation, foreclosure on the Collateral, shall not result in a satisfaction or discharge of the Obligations or otherwise limit Lender’s ability to exercise its other remedies hereunder.

     6. Application of Proceeds. Any proceeds received from the exercise of any remedy hereunder, after deducting therefrom any and all costs and expenses reasonably incurred in securing possession of any Collateral, in shipping and storing the Collateral, in preparing the Collateral for sale or otherwise dealing with Collateral prior to any sale or other disposition thereof and in connection with the sale or other disposition thereof (including, without limitation, reasonable attorneys’ and accountants’ fees and brokers’ commissions), shall be applied toward the payment of any and all amounts due under or with respect to the Obligations, including interest, and all other costs and expenses reasonably incurred by the Lender in connection with this Agreement which are then due and payable, in such order and amounts as the Lender, in its

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sole discretion, may elect. If such net proceeds should be insufficient to pay all of the amounts due under or with respect to the Obligations, including interest, that are due and payable and all such other costs and expenses reasonably incurred by the Lender, and a deficiency shall result, the Grantor shall nevertheless remain liable for such deficiency; and if such net proceeds should be more than sufficient to pay the same, such surplus shall be accounted for and, if any Obligations remain outstanding but are not yet due and payable, retained by the Lender, who shall hold the same as security for the Obligations; and if no Obligations remain outstanding, such surplus shall be paid over to the Grantor or whomever a court of competent jurisdiction shall determine to be entitled thereto.

     7. Powers of Attorney. The Grantor hereby irrevocably appoints the Lender (and any officer or agent of the Lender) as its true and lawful attorney-in-fact, with power of substitution for and in the name of the Lender or otherwise, for the use and benefit of the Lender, effective upon the occurrence and during the continuance of an Event of Default and to the extent not prohibited by Applicable Law: (i) to receive, endorse the name of the Grantor upon and deliver any notes, acceptances, checks, drafts, money orders or other evidences of payment that may come into the possession of the Lender with respect to the Collateral; (ii) to cause the Grantor’s mail to be transferred to the Lender’s own offices and to receive and open all mail addressed to the Grantor for the purposes of removing any such notes, acceptances, checks, drafts, money orders or other evidences of payment; (iii) to demand, collect and receive payment in respect of the Collateral and to apply any such payments directly to the payment of the Obligations; (iv) to receive and give discharges and releases of all or any of the Collateral; (v) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction, to collect or otherwise realize on all or any part of the Collateral or to enforce any rights in respect thereof; (vi) to sign the name of the Grantor on any invoice or bill of lading relating to any of the Collateral; (vii) to send verification of any Accounts to any account debtor or customer; (viii) to notify any account debtor or other obligor of the company with respect to any Collateral to make payment to the Lender; (ix) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating or pertaining to all or any of the Collateral; (x) to take any action for purposes of carrying out of the terms of this Agreement; (xi) to enforce all of the Grantor’s rights and powers under and pursuant to any and all agreements with respect to the Collateral; and (xii) generally to sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out this Agreement, as fully and completely as though the Lender were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Lender, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Lender or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of the Grantor or to any claim or action against the Lender. It is understood and agreed that the power of attorney granted to the Lender for the purposes set forth above in this Section 7 is coupled with an interest and is irrevocable and the Grantor hereby ratifies all actions taken by its attorney-in-fact by virtue hereof. The provisions of this Section 7 shall in no event relieve the Grantor of any of its obligations hereunder or under any of the other Loan Documents with respect to the Collateral or any part thereof or impose any obligation on the Lender to proceed in

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any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Lender of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any of the other Loan Documents, by law or otherwise.

     8. Collateral Reserve Account. If requested by the Lender to do so on or at any time after an Event of Default has occurred and during its continuance, Grantor shall establish and thereafter maintain with the Lender or its designee a demand deposit account for the concentration and collection of proceeds of certain Collateral (the “Collateral Reserve Account”) into which the Grantor shall transfer and deliver all cash, checks, drafts, items and other instruments for the payment of money which it now has or may at any time hereafter receive in full or partial payment for the Collateral or otherwise as proceeds of the Collateral and, pending such transfer and delivery, Grantor shall be deemed to hold same in trust for the benefit of the Lender. Grantor shall not be entitled to withdraw funds on deposit in the Collateral Reserve Account after its inception without the prior written consent of the Lender; provided, however, that, at any time during which collected funds exist on deposit in the Collateral Reserve Account, the Lender may withdraw such deposits, or any portion thereof, therefrom, for application against the Obligations in such manner as the Lender, in its sole discretion, may determine.

     9. Collections. Upon the occurrence and during the continuance of an Event of Default, the Lender may, in its sole discretion, in its name or in the name of the Grantor, or otherwise, (a) demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for, or make any compromise or settlement deemed desirable with respect to any of the Collateral, but shall be under no obligation to do so, or (b) extend the time of payment, arrange for payment in installments, or otherwise modify the term of, or release, any of the Collateral, without thereby incurring responsibility to, or discharging or otherwise affecting any liability of, the Grantor, other than to discharge the Grantor in so doing with respect to liabilities of the Grantor to the extent that the liabilities are paid or repaid. After the occurrence and during the continuance of an Event of Default, any money, checks, notes, bills, drafts, or commercial paper received by the Grantor shall be held in trust for the Lender and any other Lender having rights thereto senior to the Lender and shall be promptly turned over to the Lender or any other Lender having rights thereto senior to the Lender as their interest shall appear. The Lender may make such payments and take such actions as the Lender, in its sole discretion, deem necessary to protect its security interest in the Collateral or the value thereof, and the Lender is hereby unconditionally and irrevocably authorized (without limiting the general nature of the authority hereinabove conferred) to pay, purchase, contest or compromise any liens which in the judgment of the Lender appear to be equal to, prior to or superior to its security interest in the Collateral and any liens not expressly permitted by this Agreement, the Credit Agreement or the other Loan Documents.

     10. Expenses. The Grantor shall pay, when due, any and all reasonable fees, taxes or (other than taxes based on the income of Lender) other charges imposed in connection with the granting of the security interests hereunder including, without limitation, any fees imposed in connection with recordation of instruments necessary or desirable in order to reflect, effectuate or release such security interests.

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     11. Notices. All notices and other communications given to or made upon any party hereto in connection with this Agreement shall, except as otherwise expressly herein provided, be in writing and mailed via certified mail, sent by Federal Express or other similar express delivery service for next day delivery, faxed (with a confirming copy sent by such a express delivery service for next day delivery) or hand delivered to the respective parties to their respective addresses set forth or referenced in Section 7.10 of the Credit Agreement, or in accordance with any subsequent written direction delivered in accordance with this section from the recipient party to the sending party. All such notices and other communications shall, except as otherwise expressly herein provided, be effective upon delivery if delivered by hand; in the case of certified mail, three Business Days after the date sent; in the case of any fax, when received; or in the case of express delivery service, the day after delivery of the notice to such service with charges prepaid.

     12. Assignability and Parties in Interest. This Agreement shall not be assignable by Grantor without the written consent of Lender. Lender shall have the right to assign this Agreement without Grantor’s consent to any person at Lender’s sole discretion, including to Bear, Stearns & Co. Inc. or any Affiliate thereof. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

     13. Termination. This Agreement shall terminate and the Security Interest shall be released upon the earliest to occur of (i) the payment and satisfaction in full of the Note and all of the Obligations relating to the Note; or (ii) the mutual agreement of Grantor and Lender.

     14. Certain Waivers; Grantor Not Discharged. The Grantor expressly and irrevocably waives (to the extent permitted by Applicable Law) presentment, demand of payment and protest of nonpayment in respect of its Obligations under this Agreement. The obligations and duties of the Grantor hereunder are irrevocable, absolute, and unconditional and shall not be discharged, impaired or otherwise affected by (a) the failure of the Lender to assert any claim or demand or to enforce any right or remedy against the Grantor or any waiver, consent, extension, indulgence or other action or inaction in respect thereof, (b) any extension or renewal of any part of the Obligations, (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Credit Agreement or any of the Loan Documents, (d) the release of any liens on or security interests in any part of the Collateral or the release, sale or exchange of or failure to foreclose against any security held by or for the benefit of the Lender for payment or performance of the Obligations, (e) the bankruptcy, insolvency or reorganization of the Grantor or any grantee or any other persons, (f) the invalidity or unenforceability of the Credit Agreement or any of the Loan Documents, (g) any change, restructuring or termination of the corporate structure or existence of the Grantor or any grantee or any restructuring or refinancing of all or any portion of the Obligations, or (h) any other event which under law would discharge the obligations of a surety.

     15. Transfer of Security Interest. The Lender may transfer to any other person all or any part of the liens and security interests granted hereby, and all, or any part of the Collateral which may be in the Lender’s possession after the occurrence and during the continuance of an Event of Default or, if to a successor Lender in accordance with the Credit Agreement, at any time. Upon such transfer, the transferee shall be vested with all the rights and powers of the Lender hereunder with respect to such of the Collateral as is so transferred, but, with respect to

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any of the Collateral not so transferred, the Lender shall retain all of their rights and powers (whether given to it in this Agreement, or otherwise). The Lender may, at any time, assign all or any portion of its rights as the Lender hereunder to any person in the Lender’s discretion, including without limitation Bear Stearns & Co. Inc. or any Affiliate thereof, and upon notice to the Grantor, but without any requirement for consent or approval by or from Grantor, and any such assignment shall be valid and binding upon the Grantor, as fully as it had expressly approved the same.

     16. Indemnity; Reimbursement of Lender. The Grantor agrees to indemnify, defend and hold the Lender harmless from and against any and all claims, demands, losses, judgments and liabilities (including but not limited to, liabilities for penalties) of any nature, and to reimburse the Lender for all reasonable costs and expenses, including but not limited to attorneys’ fees and expenses, arising from this Agreement or the exercise of any right or remedy granted to the Lender hereunder, except to the extent such claims arise out of Lender’s gross negligence, willful misconduct or fraud. In no event shall the Lender be liable for any matter or thing in connection with this Agreement other than to account for moneys actually received by the Lender in accordance with the terms hereof. All indemnities contained in this Section 16 and elsewhere in this Agreement shall survive the expiration or earlier termination of this Agreement.

     17. No Liability for Collateral. Beyond the exercise of reasonable care in the custody of any Collateral, the Lender shall not, under any circumstance or in any event whatsoever, have any liability for any part of the Collateral, nor shall the Lender have any liability for any error or omission or delivery of any kind incurred in the good faith settlement, collection or payment of any of the Collateral or any monies received in payment therefor or for any damages resulting therefrom, nor shall this Agreement impose upon the Lender any obligation to perform any obligation with respect to the Collateral. The costs of collection, notification and enforcement, including but not limited to, attorneys’ fees and out-of-pocket expenses, shall be borne solely by the Grantor, whether the same are incurred by the Grantor or the Lender.

     18. Definitions. Any capitalized terms used herein which are not defined herein shall have the meaning ascribed to such term in the Credit Agreement.

     19. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without regard to its conflict of laws principles, except to the extent that the perfection and the effect of perfection or non-perfection of any security interests created hereby is governed by the laws of a jurisdiction other than the State of New York.

     20. Complete Agreement. This Agreement and the Credit Agreement contain the entire agreement between the parties hereto with respect to the transactions contemplated herein and, except as provided herein, supersede all previous oral and written and all contemporaneous oral negotiations, commitments, writings and understandings.

     21. Amendments and Waivers. This Agreement may be amended only by a writing signed by the Grantor and Lender. No delay or omission on the part of any party hereto in exercising any right hereunder shall operate as a waiver of such right or any other right

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hereunder or operate to constrain the rights of any other parties hereunder. No waiver of any one right shall operate as a waiver of any subsequent right.

     22. Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     23. Continuing Lien. It is the intent of the parties hereto that (a) this Agreement shall constitute a continuing agreement as to any and all future, as well as existing transactions, between the Grantor and the Lender under or in connection with the Notes, and (b) the security interest provided for herein shall attach to after-acquired as well as existing Collateral and the Obligations covered by this Agreement shall include any future advances under or in connection with the Credit Agreement.

     24. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one contract, and shall become effective when copies hereof which, when taken together, bear the signatures of each of the parties hereto shall be delivered or mailed to the Lender.

     25. Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any material respect, such provision shall be replaced with a provision which is as close as possible in effect to such invalid, illegal or unenforceable provision, and still be valid, legal and enforceable, and the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby, unless the parties otherwise so provide.

     26. Venue; Waiver of Jury Trial.

     a. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURT OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT HEREOF OR OF ANY SUCH DOCUMENT, THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT, OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH A STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE.

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     b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 26(b).

     27. Further Assurances. Grantor agrees, from time to time, at its expense, to do such further things, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Lender may from time to time reasonably request for the better assuming and preserving of the security interests and rights and remedies created hereby, including, without limitation, the execution and delivery of such financing statements or continuation statements, and amendments thereto, as may be necessary or desirable, or as Lender may request in order to perfect and preserve the security interests granted hereby. Grantor hereby authorizes Lender or its agent to file such financing statements and/or such continuation statements and amendments thereto relating to all or any part of the Collateral without its signature, where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the collateral granted hereby or any part thereof shall be sufficient as a financing statement where permitted by law.

     28. Amendment and Restatement. This Agreement amends and restates in their entirety the Original Security Agreement and the Existing Security Agreement, and from and after the Effective Date hereof, and subject to the terms hereof, the terms and provisions of the Original Security Agreement and the Existing Security Agreement shall be superseded by the terms and provisions of this Agreement. The Grantor hereby agrees that (i) the liens and security interest granted by Grantor under the Original Security Agreement and the Existing Security Agreement shall be deemed to be liens and security interests securing the indebtedness, Obligations, borrowings, advances and liabilities under the Credit Agreement and shall remain outstanding and governed by this Agreement, and shall not constitute a novation, and (ii) all liens and security interests securing the indebtedness, Obligations, borrowings, advances and liabilities under the Original Agreement and the Existing Credit Agreement shall continue in full force and effect to secure the indebtedness and Obligations of Borrower under the Credit Agreement, the Note and the other Loan Documents.

[remainder of page intentionally blank; signature page follows]

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SIGNATURE PAGE TO
AMENDED AND RESTATED SECURITY AGREEMENT

     IN WITNESS WHEREOF, the Grantor and Lender have caused this Agreement to be executed as of the date first above written.

GRANTOR:
ROYAL STREET COMMUNICATIONS, LLC,
a Delaware limited liability, company
By:	/s/ Robert A. Gerard
Name:	ROBERT A. GERARD
Title:	CHIEF EXECUTIVE OFFICER
LENDER:
METROPCS WIRELESS, INC.,
a Delaware corporation
By:	/s/ Roger D. Linquist
Name:	Roger D. Linquist
Title:	President and CEO

EXHIBIT C

FORM OF COUNTERPART SIGNATURE PAGE

COUNTERPART SIGNATURE PAGE
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     1. Agreement to be Bound. The undersigned (the “Holding Subsidiary”) hereby agrees to be bound by all of the terms and conditions of that certain Amended and Restated Credit Agreement, executed on December 15, 2005 as of the December 22, 2004, by and between MetroPCS Wireless, Inc. and Royal Street Communications, LLC, and the Holding Subsidiaries that from time to time become parties thereto (as the same may be amended from time to time, the “Credit Agreement”).

     2. Capitalized Terms. All capitalized terms used herein shall have the meanings given to them in the Credit Agreement; provided that all references to Borrower in the Credit Agreement and in this Counterpart Signature Page (this “Agreement”) shall mean Borrower and Holding Subsidiary.

     3. [Intentionally Deleted].

     4. Notice Address. The notice address of the undersigned for purposes of Section 7.10 of the Credit Agreement is as follows:

     5. Representations and Warranties. Holding Subsidiary hereby represents and warrants to Lender as follows:

     a. Holding Subsidiary is [a limited liability company] [corporation] duly organized, validly existing and in good standing under the laws of the State of Delaware with all requisite power and authority to own its properties and conduct its business as now being conducted, and is duly qualified to do business as a foreign limited liability company in good standing in each jurisdiction where the ownership of its properties or the conduct of its business makes such qualification necessary, except in those jurisdictions where failure so to qualify will not permanently impair title to a material amount of its properties or its rights to enforce in all material respects contracts against others or expose it to substantial liabilities in such jurisdictions.

     b. Holding Subsidiary has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, the Credit Agreement and the

other Loan Documents to which it is a party. Holding Subsidiary has taken all action necessary to authorize this Agreement and the other Loan Documents to which it is a party. This Agreement, the Credit Agreement and the other Loan Documents have been duly authorized, executed and delivered by Holding Subsidiary and are the legal, valid and binding obligations of Holding Subsidiary enforceable in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally or (ii) general principles of equity.

     c. Neither the execution, delivery and performance of this Agreement or the other Loan Documents by Holding Subsidiary nor the consummation by Holding Subsidiary of the transactions contemplated herein or therein will, with or without the giving of notice or the lapse of time, or both, (i) violate any Applicable Laws to which Holding Subsidiary is subject, (ii) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, the organizational documents of Holding Subsidiary, any license or permit of such Holding Subsidiary, or any material contract to which Holding Subsidiary is a party or by which Holding Subsidiary may be bound or affected, or (iii) except with respect to the exercise of certain of Lender’s remedies under the Loan Documents, require Holding Subsidiary to obtain any authorization, consent, approval or waiver from, or to make any filing with, any Governmental Entity or non-governmental third party.

     d. There is no Litigation pending against Holding Subsidiary, or, to the knowledge of Holding Subsidiary, a basis for Litigation or threatened Litigation against Holding Subsidiary which (a) seeks to enjoin or obtain damages in respect of the consummation of the transactions contemplated hereby or (b) has or could have a Holding Subsidiary Material Adverse Effect.

     e. Holding Subsidiary has complied and presently is in compliance with all Applicable Laws except to the extent that failure by Holding Subsidiary to comply with Applicable Laws does not and will not have a Holding Subsidiary Material Adverse Effect.

     f. [Intentionally Deleted].

     g. Holding Subsidiary is not in material default under or in material violation in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any provision of its constitutive documents or contained in any other agreement or instrument to which it is a party or by which it is bound or to which any of its properties is subject, and Holding Subsidiary is not in material violation of any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties.

     h. As of the date of this Agreement, Holding Subsidiary has no indebtedness outstanding except its obligations under the Loan Documents and the indebtedness permitted pursuant to the terms of Loan Documents; none of such Indebtedness is in

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default.

     i. Holding Subsidiary holds the License(s) listed on Schedule 1 hereto.

     j. No representation or warranty of the Holding Subsidiary contained in this Agreement, the Credit Agreement or the other Loan Documents contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not materially misleading. There is no fact known to the Holding Subsidiary which materially adversely affects its business, operations, property, assets or condition (financial or otherwise) which has not been disclosed herein or in such other documents, certificates and statements furnished to the Lender for use in connection with the transactions contemplated hereby.

     IN WITNESS WHEREOF, the undersigned hereby executes the Credit Agreement as of                                         .

a Delaware [limited liability company] [corporation]

By:

Name:

Title:

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Schedule 1

Holding Subsidiary Licenses

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EXHIBIT D

FORM OF LEASEHOLD MORTGAGE

      THIS LEASEHOLD MORTGAGE (“Leasehold Mortgage”) is made as of the                      day of                                         , by and between ROYAL STREET COMMUNICATIONS, LLC, a Delaware limited liability company (“Grantor”) and METROPCS WIRELESS, INC., a Delaware corporation (“Lender”).

RECITALS:

     A. Pursuant to the terms of that certain Second Amended and Restated Credit Agreement, executed on December 15, 2005 as of December 22, 2004 (as the same may be amended from time to time, the “Credit Agreement”) by and among Lender, Grantor and certain other parties thereto, Grantor agreed to grant to the Lender a leasehold mortgage in any and all leases that Grantor enters into from time to time.

     B. Pursuant to that certain Lease (the “Lease”) dated                     , by and between Grantor and                                          (“Landlord”), Grantor has a leasehold interest (the “Leasehold”) in and to that certain parcel of real property located in                      and more particularly described on Exhibit A (the “Land”, and together with all improvements located thereon (“Improvements”), and all the estate, right, title, interest, and claim, either at law or in equity, of the Grantor, of, in, to, or out of such parcel and/or Improvements, the “Premises”).

     C. Grantor desires to grant this Leasehold Mortgage for the benefit of Lender on the terms and conditions set forth herein.

1. GRANTING CLAUSES

     1.1 For and in consideration of the sum of $10.00 and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to secure the obligations of the Grantor under the Credit Agreement and the Promissory Note dated as of                     , 200___ made by Grantor for the benefit of Lender (the “Note”) (collectively, “Obligations”), Grantor does hereby grant, bargain, sell, convey, assign, transfer and set over unto Lender, and its successors and assigns, with power of sale and right of entry and possession, the following (collectively, the “Mortgaged Property”):

          1.1.1. the Leasehold and all other rights of Grantor in, to and under the Lease;

          1.1.2. the right, title and interest of Grantor under all leases, licenses, concession agreements or other agreements for use or occupancy of any portion of the Land or the Improvements, and any extensions, renewals or modifications thereof (“Leases”);

          1.1.3. all contracts from time to time executed by Grantor or its agent on its behalf relating to the ownership, construction, maintenance, repair, operation, occupancy, leasing, sale or financing of the Premises or any part thereof (collectively, “Contracts”);

          1.1.4. all proceeds from any compensation, awards, damages, rights of action, payments and proceeds arising from any condemnation or taking of the Premises or any part thereof by any governmental entity or other person having power and authority to condemn or take by eminent domain, and any conveyance or transfer of any portion of the Premises in lieu of such condemnation or taking;

          1.1.5. all payments, proceeds, settlements or other compensation heretofore or hereafter made, including any interest thereon, and the right to receive the same, from any and all insurance policies covering the Mortgaged Property or any portion thereof; and

          1.1.6. all proceeds and products of any and all of the foregoing.

     1.2. Habendum. TO HAVE AND TO HOLD the Mortgaged Property unto the Lender and its successors and assigns forever, for and during all the rest, residue and remainder of the unexpired term of the Lease and all renewals and extensions thereof.

     1.3. Purpose. This conveyance is made for the purpose of securing the following:

          1.3.1. the debt evidenced by the Note, together with interest on such principal amount and any and all renewals and/or extensions of such indebtedness;

          1.3.2. payment, performance and observance by Grantor of all the covenants, agreements, terms, conditions and provisions of the Credit Agreement, the Note, this Leasehold Mortgage, and the other Loan Documents.

     1.4. Reconveyance. Should the obligations secured by this Leasehold Mortgage be paid and performed in full, then this Leasehold Mortgage shall be released of record and Lender shall transfer and deliver up to Grantor any property at the time subject to this Leasehold Mortgage which may then be in Lender’s possession.

2. REPRESENTATIONS AND WARRANTIES

     Grantor hereby represents and warrants that Grantor is the owner of legal title to the Leasehold, and is lawfully possessed of the Leasehold, free from all liens, charges and encumbrances except the Lease, this Leasehold Mortgage and any rights held under statutes by providers of services in connection with the Improvements (the “Permitted Encumbrances”). Grantor has the right and authority to convey the Leasehold and does hereby warrant specially, and agrees to defend, the Leasehold and the title thereto, whether now owned or hereafter acquired, against all claims and demands by any person.

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3. AFFIRMATIVE COVENANTS

     3.1. The Grantor, for itself and its successors and assigns, covenants and agrees as part of this Leasehold Mortgage, as follows:

          3.1.1. Grantor shall (i) promptly make when due and payable all payments required to be made by Grantor under the Lease, (ii) perform all other covenants and obligations required to be performed by Grantor under the terms of the Lease and (iii) pay all taxes and assessments and all other charges of every nature that may be assessed, levied or imposed against Grantor or the Mortgaged Property.

          3.1.2. Grantor shall maintain the Premises in good and safe order and condition (consistent with the best practices of similarly situated companies) and in a rentable and tenantable state of repair, and will make or cause to be made, as and when necessary, all repairs, renewals and replacements, structural and nonstructural, exterior and interior, ordinary and extraordinary.

          3.1.3. In the event the ownership of the Leasehold becomes vested in a person other than the Grantor, the Lender may, without notice to the Grantor, deal with such successor or successors in interest with reference to this Leasehold Mortgage and the indebtedness secured hereby in the same manner as with the Grantor, and any extension of the time of the payment of the indebtedness or any other modification of the terms of the indebtedness at the instance of the then owner shall not relieve the Grantor of its liability on the Note or the Credit Agreement or from the performance of any of the covenants contained herein whether such extension or modification be made with or without the consent of the Grantor.

          3.1.4. Grantor shall keep proper books of record and account relating to the Mortgaged Property. Grantor shall permit representatives of the Lender to visit and inspect the Premises at any reasonable time after delivery by Lender of prior written notice.

          3.1.5. Grantor shall promptly notify Lender in writing of any event of default by Grantor in the performance or observance of any of the terms, covenants or conditions on the part of Grantor to be performed under the Lease. Grantor shall promptly deliver to Lender copies of any notices to be given by the Grantor to the Landlord pursuant to the Lease simultaneously with the giving of such notices by the Grantor.

          3.1.6. Grantor shall (i) notify Lender in writing within five (5) days of the receipt by Grantor of any notice claiming that Grantor is in default in the performance or observance of any of the terms, covenants or conditions to be performed or observed by Grantor under the terms of the Lease, and (ii) promptly cause a copy of each such notice received by the Grantor to be delivered to the Lender.

          3.1.7. If Grantor shall fail to make any payment required to be made under the Lease as and when required or shall fail to perform or observe any other term, covenant, agreement or obligation required to be performed or observed by the Grantor under the Lease, Lender shall have the right, at its option, to make any such payment or to perform any other act

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or take such actions as may be appropriate to cause such other term, covenant, agreement or obligation to be promptly performed or observed on behalf of Grantor to the end that Grantor’s rights under the Lease be kept unimpaired and free from default. Grantor shall reimburse Lender on demand for moneys expended in connection with Lender’s exercise of its rights as provided in this subsection, with interest at the rate set forth in the Credit Agreement for advances thereunder, and the same shall be secured by this Leasehold Mortgage.

4. NEGATIVE COVENANTS

          4.1. Grantor shall not create or suffer to exist any lien, charge or encumbrance on the Mortgaged Property or any part thereof, whether superior or subordinate to the lien of this Leasehold Mortgage, except for (i) the Lease, (ii) the lien of this Leasehold Mortgage, (iii) the Permitted Encumbrances, and (iv) liens for taxes and other assessments not delinquent or which are being contested in good faith by appropriate proceedings.

          4.2. Grantor shall not, without the prior written consent of Lender, (i) sell, assign, transfer or convey all or any portion of the Mortgaged Property, or any interest therein, either voluntarily or by operation of law or (ii) Grantor shall not modify, release, surrender, or terminate the Lease.

5. CONDEMNATION

     5.1. In the event of any proceedings, negotiations or receipt of notice of any permanent or temporary condemnation or taking of all or any portion of the Premises by eminent domain, alteration of the grade of any street, or other injury to or decrease in the value of the Premises by any public or quasi-public authority or corporation (a “Taking”), Grantor shall notify Lender promptly in writing of such Taking.

     5.2. Lender is hereby authorized, at its option, to appear in any condemnation proceedings affecting the Premises. Grantor shall not settle or compromise any claim in connection with any taking through condemnation without the prior written consent of Grantor, which consent shall not be unreasonably withheld, conditioned or delayed.

     5.3. In the event of a Taking, all proceeds, awards or other compensation for such Taking that are payable to Grantor (“Awards”) are hereby assigned and shall be payable by the authority in question directly to Lender for application as set forth herein. Lender shall have the right to retain and apply such Awards to the payment of the Obligations, to restoration of the property not taken or damaged, or both.

6. DAMAGE OR DESTRUCTION

     6.1. Grantor shall promptly give notice to Lender upon obtaining knowledge that any material portion of the Premises is damaged or destroyed by any casualty. Grantor shall restore, repair, replace or rebuild the Premises to substantially the condition the Premises were in immediately prior to such damage or destruction.

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     6.2. If an Event of Default shall have occurred and be continuing at the time of any damage or destruction the insurance proceeds shall be turned over to Lender, and Lender, at its option, may apply such proceeds to the payment of the Obligations or make such proceeds available to pay restoration costs.

7. EVENTS OF DEFAULT

     The occurrence of any one or more of the following events shall constitute an “Event of Default”:

     7.1. If Grantor shall fail to pay any sum required under this Leasehold Mortgage, the Credit Agreement or the Note on the date such sum is due and payable, and such failure shall continue uncured for five (5) business days following the giving of notice of such failure by Lender to Grantor.

     7.2. If Grantor shall fail to pay any sum required under the Lease or if Grantor shall fail to perform any other covenant or obligation to be performed by Grantor under the terms of the Lease after the expiration of all applicable cure periods thereunder.

8. REMEDIES

     8.1. Upon occurrence of any Event of Default, (i) the entire principal balance, all unpaid interest accrued thereon and all other sums secured by this Leasehold Mortgage shall at the option of Lender become immediately due and payable without presentment, notice, protest or demand, and/or (ii) Lender may pursue any and all remedies available under the Note, this Leasehold Mortgage or applicable law.

     8.2. Upon occurrence of any Event of Default, Lender shall have the following rights and remedies:

          8.2.1. Commence, with or without entry, proceedings to foreclose this Leasehold Mortgage as a mortgage, or to sell the Mortgaged Property under the judgment or decree of a court or courts of competent jurisdiction.

          8.2.2. Sell the Mortgaged Property at public auction at some convenient place in Maryland or in such other place or places as may be permitted or required by law, at such time, in such manner and upon such terms as may be specified in the notice of sale, which notice of sale shall state the time when, and the place where, the same is to be made, shall contain a brief general description of the property to be sold, and shall be sufficiently given if published once a week for three (3) successive weeks prior to such sale in at least one newspaper, if any, printed in the English language and customarily published at least once a week in the place or places where such sale is to take place, and in such other manner as may be required by law, and such sale may be adjourned by announcement at the time and place appointed for such sale or for such adjourned sale or sales, and, without further notice of publication, such sale may be made at the time and place to which the same shall be so adjourned.

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          8.2.3. Assume and perform prospectively all of Grantor’s rights and interest under the Lease. Lender also shall have the right (but not the obligation) to cure any defaults by Grantor under the Lease and to exercise any options granted to Grantor under the Lease.

          8.2.4 Exercise any other right or remedy available under applicable law.

     8.3. If Grantor should (i) fail to pay any insurance premium, sums due under any Permitted Encumbrance or any other sums required hereunder to be paid by Grantor, or (ii) fail to make necessary repairs, or permit waste, or fail to cure any default under any Permitted Encumbrance or fail to perform any other covenant or obligation set forth herein, Lender shall have the right, but not the obligation, in Grantor’s name or in its own name, to make any payment and take any action which Grantor should have made or taken, or which Lender deems advisable to protect the security of this Leasehold Mortgage, without prejudice to any of Lender’s rights or remedies available hereunder or otherwise, at law or in equity. No such advance or performance shall be deemed to have cured any default or Event of Default. All such sums advanced by Lender, and all costs and expenses (including reasonable attorneys’ fees) incurred by Lender in taking such actions, shall be due and payable by Grantor immediately upon demand, shall be secured hereby and the lien therefor shall relate back to the date of this Leasehold Mortgage.

     8.4. Grantor and Lender agree that upon any sale of all or any portion of the Mortgaged Property, whether under the above assent to a decree, power of sale or otherwise, the proceeds of sale shall be applied as follows, unless otherwise required by law: (i) to the payment of all costs and expenses incident to such sale, including reasonable attorneys’ fees and a commission to the person making such sale equal to two percent (2%) of the gross proceeds of sale; (ii) to the discharge of all Impositions, with costs and interest, if they have priority over the lien of the Leasehold Mortgage; (iii) to the payment in full of the Obligations, including without limitation principal, interest and other charges, in such order as Lender may elect; (iv) to the payment of all claims of the Lender hereunder whether the same shall have then matured or not, including interest thereon at the rate set forth herein; and (v) the balance, if any, to the persons lawfully entitled to receive the same.

9. MISCELLANEOUS

     9.1. Further Assurances. Grantor shall execute and deliver such further instruments and perform such further acts as may be reasonably requested by Lender from time to time to confirm the provisions of this Leasehold Mortgage, to carry out more effectively the purposes of this Leasehold Mortgage, or to confirm the priority of the lien created by this Leasehold Mortgage on any property, rights or interest encumbered or intended to be encumbered by this Leasehold Mortgage.

     9.2. Severability and Savings Clauses. If any provision of this Leasehold Mortgage is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Leasehold Mortgage, and the same provision as applied in other circumstances, shall remain in full force and effect and shall be liberally construed in favor of Lender in order to effect the intent of this Leasehold Mortgage.

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     9.3. Notices and Communications. All notices and other communications given to or made upon any party hereto in connection with this Agreement shall, except as otherwise expressly herein provided, be in writing and mailed via certified mail, sent by Federal Express or other similar express delivery service for next day delivery, faxed (with a confirming copy sent by such a express delivery service for next day delivery) or hand delivered to the respective parties, as follows:

     If to Grantor:

     If to Lender:

MetroPCS Wireless, Inc.
8144 Walnut Hill Lane
Suite 800
Dallas, TX 75231
Attention: Vice President, General Counsel and Secretary
Facsimile: (972) 860-2682

     9.4. Modification, Amendment and Waiver. This Leasehold Mortgage cannot be modified or amended except by agreement in writing signed by Grantor and Lender. No waiver of any term or terms hereof shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

     9.5. Applicable Law. This Leasehold Mortgage is made and delivered in the jurisdiction in which the Premises are located, and the terms hereof shall be governed by and construed in accordance with the laws of such jurisdiction. Grantor hereby (i) agrees that any suit arising out of or relating to this Leasehold Mortgage may at the option of Lender be brought in a court of record in such jurisdiction or in the courts of the United States of America located in such state, (ii) consents to the jurisdiction of each such court in any such suit, and (iii) waives any objection which it may have to the laying of venue in any such suit in any such courts.

     9.6. Counterparts; Interpretation. This Leasehold Mortgage may be executed in any number of counterparts, and all such counterparts shall constitute but one instrument. The use of any gender shall include all genders, as the context may require. The singular number shall include the plural and the plural the singular as the context may require. The captions in this Leasehold Mortgage are for convenience of reference only and shall be referred to in construing this Leasehold Mortgage. Time is of the essence with respect to performance by Grantor of each of the Obligations and the covenants set forth in this Leasehold Mortgage.

     9.7 Definitions. Any capitalized terms used herein which are not defined herein shall have the meanings ascribed to such term in the Credit Agreement.

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[Signatures on the following page]

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     IN WITNESS WHEREOF, Grantor has executed this Leasehold Mortgage under seal on the date first above written.

WITNESS:	GRANTOR:
	By:	(SEAL)
	Name:
	Its:

)
)	ss:
)

     BEFORE ME, a Notary Public in and for the jurisdiction aforesaid, personally appeared this date                                         , personally well known (or satisfactorily proven) to me to be the person whose name is subscribed to the foregoing and annexed Leasehold Mortgage
bearing date as of                                         , who, being by me first duly sworn, did depose and state that he is the                                           of                                                              , a                                                              which entity is a party to the foregoing and annexed Leasehold Mortgage and that he, being duly authorized so to do, executed said Leasehold Mortgage on behalf of said entity and acknowledged the same as its free act and deed for the uses and purposes therein contained.

     WITNESS my hand and official seal this ___ day of                     .

	Notary Public
[Notarial Seal ]
	My Commission Expires:

EXHIBIT “A”

Description of Land

EXHIBIT E

FORM OF WAIVER AND CONSENT

     THIS WAIVER AND CONSENT (“Consent”), made and entered into this                       day of                                            , by and between                                             a                                            (“Landlord”) and METROPCS WIRELESS, INC., a Delaware corporation (“Lender”).

BACKGROUND:

     A. Landlord is the owner of the land and improvements described on Exhibit A attached hereto (the “Premises”).

     B. Landlord has leased the Premises to                                            (“Tenant”) pursuant to that certain Lease dated by                                            and between Landlord and Tenant (as such lease may be amended from time to time the “Lease”), a copy of which is attached hereto as Exhibit A.

     C. Lender has made or may make loans to Tenant for the purpose of financing Tenant’s business, including the acquisition by Tenant of certain telecommunications equipment (the “Equipment”), which constitutes the personal property of the Tenant and which the Tenant may remove under the terms of the Lease to the extent permitted thereunder. The Equipment may be located on the Premises. The portion of the Equipment that Tenant may remove under the Lease is hereinafter referred to as the “Removable Collateral”.

     D. Lender has required, among other things, that Tenant grant to Lender security interests in the Equipment, whether now owned or hereafter acquired, a portion of which is and may hereafter be located on or about the Premises, and that Tenant execute a leasehold mortgage, conveying to Lender Tenant’s leasehold interest in the Premises as collateral for the loans to be made by Lender to Tenant.

     NOW, THEREFORE, Landlord and Lender hereby agree as follows:

     1. Landlord hereby consents to Tenant’s granting to Lender a lien on Tenant’s leasehold interest in the Premises and executing a leasehold mortgage, leasehold deed of trust, or collateral assignment of lease in favor of Lender (the “Leasehold Mortgage”).

     2. Landlord consents to Tenant’s granting Lender a security interest in the Equipment. Lender’s security interest and liens in that portion of the Equipment consisting of Tenant’s nonremovable fixtures shall be subordinate to the title or interest that the Landlord may at any time have therein. Lender’s security interests and liens in the Removable Collateral shall be superior to any title or interest that the Landlord may at any time have therein. During the term of this Consent, Landlord will not assert against any of the Removable Collateral any title or any statutory, common law, contractual or possessory lien, including, without limitation, rights of levy or distraint for rent, all of which Landlord hereby subordinates in favor of Lender.

     3. Landlord hereby disclaims any and all right, title, interest or claim in or to the Removable Collateral and any cash or non-cash proceeds of the Removable Collateral. The Removable Collateral may be affixed to or used in conjunction with the Premises, but shall remain the Tenant’s personal property and subject to Lender’s security interest and liens. Landlord agrees not to impound or remove any of the Removable Collateral from the Premises as long as this Consent is in effect.

     4. Landlord agrees that during the term of the Lease, Lender may conduct public or private sales of the Equipment at the Premises and that interested parties will be permitted access to the Premises during normal business hours, with reasonable advance notice to Landlord, for the purpose of inspecting the Equipment prior to any such sale and for the purpose of removing the Removable Collateral from the Premises.

     5. Landlord agrees that during the 60-day period following expiration of the Lease, Lender may, at its discretion, remove, sell or otherwise dispose of the Removable Collateral as Lender may elect, as long as Landlord shall have received all payments to which it is entitled under the Lease. Any Removable Collateral still located in the building at the end of the 60-day period shall be deemed to have been abandoned by the Lender (or by the purchaser of the same at any public or private sale), and shall no longer be subject to the Lender’s security interest and lien.

     6. In the event that Tenant defaults in its obligations under the Lease, Landlord hereby agrees to give Lender written notice of default under the Lease, at the same time and in the same manner as such notice is given to Tenant and further agrees that Lender may, but shall not be obligated to, cure such defaults, at its option, within the applicable notice and cure periods and/or assume the Lease in place of Tenant. Unless and until Lender expressly notifies Landlord of Lender’s assumption of the Lease to the exclusion of Tenant, Lender assumes no duty, liability or obligation whatsoever under the Lease.

     7. Lender shall have no obligations under the Lease unless and until Lender delivers to Landlord written notice of assumption, if Lender elects to assume the Lease. Upon delivery of such written notice of assumption to Landlord, then Lender (or its designee) shall be entitled to all rights and benefits of the Lease, and shall be obligated for all of Tenant’s obligations thereunder. Landlord agrees that, in the event that a default occurs under the Leasehold Mortgage and Lender, or any agent or designee of Lender, takes possession of the Premises or forecloses and sells Tenant’s leasehold interest in the Premises, Lender, and its designees, successors, assigns or transferees shall be permitted to use the Premises for any purpose permitted under the Lease and applicable law.

     8. Landlord agrees and acknowledges that, in the event of a default under the Leasehold Mortgage, Lender may exercise any of the remedies contained therein and may assume or transfer to a third party the Tenant’s interest in the Lease (including any purchase option, access rights, utility easements and rights of way) pursuant to the terms of the Leasehold Mortgage. Any transfer of the Lease shall be subject to Landlord’s rights under the Lease.

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     9. Notwithstanding any other provision of this Agreement or the Lease to the contrary, all of Lender’s right, title and interest in and to the Lease and any obligations thereunder may be assigned and transferred to an affiliate or successor of Lender without notice to Landlord, and to other parties with notice to Landlord.

     10. The provisions of this Consent may not be modified or terminated orally, and shall be binding upon the successors and assigns of the Landlord, and upon any successor owner or transferee of the Premises and shall be binding upon and inure to the benefit of the Lender and its successors and assigns.

     11. All notices shall be in writing and shall be mailed by first class registered or certified mail, postage prepaid, as follows:

(a) If to Lender:

MetroPCS Wireless, Inc.
8144 Walnut Hill Lane
Suite 800
Dallas, TX 75231
Attention: Vice President, General Counsel and Secretary

Facsimile: (972) 860-2682

(b) If to Landlord:

     12. This document shall in all respects be governed by and construed in accordance with the laws of the State in which the Premises are located.

[signature page follows]

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     IN WITNESS WHEREOF, Landlord and Lender has each executed this Waiver and Consent on the date first above written.

LANDLORD:

By:

Title:

LENDER:

METROPCS WIRELESS, INC.

By:

Title:

EXHIBIT F

FORM OF AMENDED AND RESTATED PLEDGE AGREEMENT

     THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) executed on December 15, 2005 as of December 22, 2004, is entered into by and between ROYAL STREET COMMUNICATIONS, LLC, a Delaware limited liability company (“Grantor”), and METROPCS WIRELESS, INC., a Delaware corporation (“Lender”).

W I T N E S S E T H:

     WHEREAS, pursuant to that certain Second Amended and Restated Credit Agreement, dated as of even date herewith, by and between Grantor and Lender (as the same may be amended from time to time, the “Credit Agreement”), Lender has agreed to make one or more loans to Grantor in accordance with the terms therewith;

     WHEREAS, in order to induce the Lender to enter into the Credit Agreement and to continue to make the Loans, and in consideration therefor, the Grantor has agreed to execute and deliver this Agreement to amend and restate that certain Pledge Agreement dated as of December 22, 2004 (the “Original Pledge Agreement”) and that certain Pledge Agreement dated as of January 24, 2005 (the “Existing Pledge Agreement”), each between Grantor and Lender (as successor lender to Holdings), pursuant to which Grantor has granted to Lender a first-priority perfected security interest in all of the membership or other equity interests, now owned or hereafter acquired by the Grantor or in which the Grantor has or hereafter acquires any interest (the “Pledged Securities”), in each Holding Subsidiary to secure Grantor’s obligations under the Credit Agreement and other Loan Documents; and

     WHEREAS, it is a condition precedent to the making of any further Loans that the Grantor execute and deliver this Agreement to, among other things, amend and restate the Original Pledge Agreement and the Existing Pledge Agreement on the terms and conditions set forth herein;

     NOW THEREFORE, for and in consideration of the covenants and provisions set forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend and restate the Original Pledge Agreement and the Existing Pledge Agreement and further agree as follows:

     1. DEFINED TERMS. As used in this Agreement, capitalized terms defined in the Credit Agreement that are not defined herein shall have the meanings ascribed to them therein, and the following terms shall have the following meanings:

     “Collateral” shall mean the Pledged Securities, including Pledged Securities in which the Grantor hereafter acquires any interest, and all proceeds thereof.

     “Obligations” shall mean all indebtedness, obligations, fees and liabilities of any kind of the Grantor to the Lender under or pursuant to the Credit Agreement, the Note (as defined in the Credit Agreement), this Agreement and the other Loan Documents.

     2. PLEDGE. Grantor hereby unconditionally and irrevocably pledges, collaterally assigns and grants to Lender a continuing lien on and security interest in and to the Collateral (the “Security Interest”) to secure the payment and performance of the Obligations. The Security Interest is a first priority lien on the Collateral effective as of the date hereof without the need to execute any further instruments, agreements or documents other than as specifically set forth herein.

     3. CONTINUING SECURITY. This Agreement shall operate as a continuing security between Lender and Grantor:

     a. irrespective of any sum or sums which may be paid to the credit of any account of Grantor with Lender;

     b. notwithstanding the appointment, retirement or removal, at any time, of a receiver for Grantor;

     c. notwithstanding the exercise by Lender or a receiver of any power conferred by this Agreement, by any other agreement or document or by law; and

     d. notwithstanding any settlement of account or any other matter or thing whatsoever;

and shall remain in full force and effect and extend to cover all of the Obligations until a final release of this Agreement has been executed by Lender.

     4. CERTIFICATES, VOTING, ETC. Upon execution and delivery of this Agreement, Grantor shall deliver to Lender any and all certificates representing all of the Collateral with a transfer executed in blank. If at any time, any Holding Subsidiary shall issue any additional or substitute units, shares of stock, or any other instruments evidencing an interest in or an obligation of such Holding Subsidiary to Grantor in respect of the Pledged Securities, Grantor shall promptly pledge, mortgage and deposit with Lender such additional certificates, instruments or documents as additional security for the Obligations, all of which additional security shall constitute Collateral (and shall be included within the definition of “Collateral” hereunder). With respect to any Collateral that is an “uncertificated security” for purposes of the Code (other than any “uncertificated securities” credited to a Securities Account under the control of the Lender), Grantor shall cause the issuer of such uncertificated security to either (i) register the Lender as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement, in form and substance satisfactory to the Lender pursuant to which such issuer agrees to comply with the Lender’s instructions with respect to such uncertificated security without further consent by such Grantor. Lender shall hold the Collateral solely as security for the payment and performance of the Obligations. Unless an Event of Default shall have occurred and be continuing, Grantor shall have the right to vote the Collateral on all

questions on which the Collateral entitles Grantor to vote and, if necessary, upon written request of Grantor, Lender shall execute due and timely proxies, powers of attorney and consents in favor of Grantor as necessary to facilitate such voting; provided however, that Grantor shall not vote the Collateral in support of any proposal or in any other manner which is inconsistent with the terms of the Credit Agreement, this Agreement or the other Loan Documents, or which is otherwise inconsistent with the Grantor’s full and timely performance of the Obligations.

     5. DISTRIBUTIONS. Unless and until an Event of Default shall have occurred and be continuing, Grantor shall have the right to receive and to retain all cash dividends and other cash distributions which are paid on account of the Collateral.

     6. RESTRICTIONS ON TRANSFER. Grantor shall not sell or otherwise dispose of, grant any option with respect to, or create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), preference, priority or other security agreement of any kind or nature whatsoever on (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code of any jurisdiction) all or any portion of the Collateral.

     7. REPRESENTATIONS AND WARRANTIES. Grantor hereby represents and warrants to Lender as follows:

     a. Grantor has good and marketable title to the Collateral, free and clear of all liens, claims and encumbrances, except liens granted to Lender pursuant to this Agreement, and full power, authority and legal right to pledge such Collateral to Lender as provided herein;

     b. The pledge, assignment and delivery of the Collateral pursuant to Section 2 will create a valid, perfected lien on and a valid perfected first priority security interest in the Collateral in favor of Lender under the Uniform Commercial Code of the State of New York (the “UCC”), subject to no prior lien (whether consensual, nonconsensual, statutory or otherwise) and to no agreement purporting to grant any third party any security interest or other interest in any of the Collateral; no additional actions by any entity are necessary to create or perfect the Security Interest; and

     c. The execution, delivery and performance of this Agreement by Grantor will not (a) contravene any law, statute, rule or regulations, or any order, writ, injunction or decree of any court or governmental instrumentality, (b) conflict or be inconsistent with or result in any breach of any of the terms, covenants or conditions or provisions of or constitute a default under, any indenture, credit agreement or other agreement, contract or instrument to which Grantor is a party, or (c) conflict or be inconsistent with or result in a breach of the terms of the Grantor’s organizational documents.

     8. EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default hereunder:

     a. The occurrence of an “Event of Default” under the Credit Agreement or the Note; or

     b. [Intentionally Removed].

     9. REMEDIES UPON AN EVENT OF DEFAULT. Upon the occurrence of an Event of Default, after any applicable cure period, and at any time thereafter, Lender may (but shall not be required to) take any or all of the following actions simultaneously or in any order which it may choose:

     a. The Lender may from time to time take whatever action at law or in equity may appear necessary or desirable in order to collect the monies payable hereunder or secured hereby or to enforce performance and observance of any obligation, agreement or covenant hereunder;

     b. The Lender may foreclose its security interest in any of the Collateral in any way permitted by law; and the Lender may thereupon, or at any time thereafter, in its sole discretion, without notice or demand (except such notice as may be specifically required by law) and with or without having the Collateral at the time or place of sale, sell or otherwise dispose of the Collateral, or any part thereof, at one or more public or private sales, at any time or place, at such price or prices and upon such terms, either for cash, credit or future delivery, as the Lender may elect. In the exercise of such remedy, the Lender may sell all of the Collateral as a unit even though the sales price thereof may be in excess of the amounts remaining unpaid on the Obligations. To the extent not prohibited by Applicable Law, the Lender is authorized at any sale or other disposition of the Collateral, if it deems it advisable so to do, to restrict (with respect to any securities that are part of the Collateral) the prospective bidders or purchasers thereof to persons who will represent and agree that they are purchasing for their own account for investment, and not with a view to the distribution or resale of any of the Collateral. At any such public sale the Lender may bid for and become the purchaser of all or any part of the Collateral, and such sale or sales may be held without demand of performance, notice of intention to sell, the time or place of sale or any other matter, except for such notice as may be specifically required by law; and the purchaser at any such sale or other disposition shall thereafter hold the Collateral sold absolutely free from any claim or right of the Grantor of whatsoever kind, including any right of redemption of the Grantor, all such rights being hereby expressly waived and released by the Grantor to the extent permitted by law;

     c. The Lender may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. The Grantor hereby assents to the passage of a decree for the sale of any of the Collateral by any court having jurisdiction. In any action hereunder, the Lender shall be entitled to the appointment of a receiver without notice, to peaceably take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, if an Event of

Default shall occur and be continuing, the Lender shall be entitled to apply, without notice to the Grantor, any cash or cash items constituting Collateral in its possession to payment of the Obligations;

     d. The Lender shall have the right, in its sole discretion, to apply for and have a receiver appointed by a court of competent jurisdiction in any action taken by Lender to enforce its rights and remedies hereunder in order to manage, protect and preserve the Collateral and continue the operation of the business of Grantor and to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership, including but not limited to the compensation of the receiver, until a sale or other disposition of such Collateral shall be finally made and consummated. Lender and Grantor acknowledge and agree that in connection with any exercise by the Lender of its rights hereunder to dispose of or operate under the station covered hereby, it may be necessary to obtain the prior consent or approval of certain governmental authorities. Upon the exercise by Lender of any power, right, privilege or remedy pursuant to this Agreement which requires any consent or approval of any governmental authority, Grantor will execute and deliver, or will cause the execution and delivery of, all applications, certificates and other documents which may reasonably be required to obtain such approval or consent. Grantor shall cooperate in good faith with Lender and any purchaser of the Collateral in obtaining any such approvals or consents;

     e. The Lender may sell its interest hi the Collateral in accordance with any Applicable Law. Such Collateral or any interest therein may be sold upon such terms and in as many lots as the person conducting the sale may, in his sole discretion, elect. No readvertisements of any sale shall be required if the sale is adjourned by announcement, at the time or place set therefor, of the date, time or place to which the same is to be adjourned;

     f. The Lender may, to the extent not prohibited by Applicable Law, exercise any and all rights of conversion, exchange or subscription and any other rights, privileges or options pertaining to any of the Collateral, as if the Lender were the absolute owner thereof, including (without limitation) the right to exchange, at its discretion, any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of any subsidiary of Grantor;

     g. The Lender may exercise any remedies available to a secured party under the UCC, regardless of whether or not the UCC actually applies;

     h. The Lender may vote or otherwise exercise any rights accruing to the owner of the Collateral without notice to or consent of Grantor;

     i. The Lender may commence and prosecute an action, at law or in equity, in any court of competent jurisdiction, seeking money damages, injunctive or declaratory relief or any other relief available under applicable law, and take all such actions as may be necessary or desirable to enforce any order or judgment entered in connection with such action; and/or

     j. The Lender may exercise any other remedies afforded to Lender pursuant to the terms of this Agreement.

     All of Lender’s rights and remedies hereunder, under the Credit Agreement and under any and all other Loan Documents, shall be cumulative and not exclusive, and shall be enforceable alternatively, successively or concurrently as Lender may, in its sole discretion, deem expedient. Lender shall have no obligation to preserve rights in the Collateral or marshall any of the Collateral for the benefit of any person or entity.

     10. EXPENSES. Grantor shall pay, when due, any and all reasonable fees, taxes or other charges imposed in connection with the Security Interest including, without limitation, any fees imposed in connection with recordation of instruments necessary or desirable in order to reflect, effectuate or release the Security Interest.

     11. APPLICATION OF PROCEEDS. Any proceeds received from the exercise of any remedy hereunder, after deducting therefrom any and all costs and expenses reasonably incurred in securing possession of any Collateral, in shipping and storing the Collateral, in preparing the Collateral for sale or otherwise dealing with Collateral prior to any sale or other disposition thereof and in connection with the sale or other disposition thereof (including, without limitation, reasonable attorneys’ and accountants’ fees and brokers’ commissions), shall be applied toward the payment of any and all amounts due under or with respect to the Obligations, including interest, and all other costs and expenses reasonably incurred by the Lender in connection with this Agreement which are then due and payable, in such order and amounts as the Lender, in its sole discretion, may elect. If such net proceeds should be insufficient to pay the same and a deficiency shall result, the Grantor shall nevertheless remain liable for such deficiency; and if such proceeds should be more than sufficient to pay the same, then in case of a surplus, such surplus shall be accounted for and, if any amounts due under the Obligations remain outstanding, retained by the Lender, who shall hold the same as security for the payment of the Obligations; otherwise, such surplus shall be paid over to the Grantor or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

     12. NOTICES. All notices and other communications given to or made upon any party hereto in connection with this Agreement shall, except as otherwise expressly herein provided, be in writing and mailed via certified mail, sent by Federal Express or other similar express delivery service for next day delivery, faxed (with a confirming copy sent by such a express delivery service for next day delivery) or hand delivered to the respective parties, as follows:

     If to the Lender:

MetroPCS Wireless, Inc.
8144 Walnut Hill Lane
Suite 800
Dallas, TX 75231
Attention: Vice President, General Counsel and Secretary

     If to Grantor:

Royal Street Communications, LLC
PO Box 2365
Southampton, NY 11969
Attention: Robert Gerard

or in accordance with any subsequent written direction delivered in accordance with this section from the recipient party to the sending party. All such notices and other communications shall, except as otherwise expressly herein provided, be effective upon delivery if delivered by hand; in the case of certified mail, three Business Days after the date sent; in the case of any fax, when received; or in the case of express delivery service, the day after delivery of the notice to such service with charges prepaid.

     13. ASSIGNABILITY AND PARTIES IN INTEREST. This Agreement shall not be assignable by Grantor without the written consent of Lender. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

     14. TERMINATION. This Agreement shall terminate and the Security Interest shall be released upon the earlier to occur of (i) the payment and satisfaction in full of the Note and all of the Obligations relating to the Note; or (ii) the mutual agreement of Grantor and Lender.

     15. CERTAIN WAIVERS; GRANTOR NOT DISCHARGED. The Grantor expressly and irrevocably waives (to the extent permitted by Applicable Law) presentment, demand of payment and protest of nonpayment in respect of its Obligations under this Agreement. The obligations and duties of the Grantor hereunder are irrevocable, absolute, and unconditional and shall not be discharged, impaired or otherwise affected by (a) the failure of the Lender to assert any claim or demand or to enforce any right or remedy against the Grantor or any waiver, consent, extension, indulgence or other action or inaction in respect thereof, (b) any extension or renewal of any part of the Obligations, (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Credit Agreement or any of the Loan Documents, (d) the release of any liens on or security interests in any part of the Collateral or the release, sale or exchange of or failure to foreclose against any security held by or for the benefit of the Lender for payment or performance of the Obligations, (e) the bankruptcy, insolvency or reorganization of the Grantor or any grantee or any other persons, (f) the invalidity or unenforceability of the Credit Agreement or any of the Loan Documents, (g) any change, restructuring or termination of the corporate structure or existence of the Grantor or any grantee or any restructuring or refinancing of all or any portion of the Obligations, or (h) any other event which under law would discharge the obligations of a surety.

     16. TRANSFER OF SECURITY INTEREST. The Lender may transfer to any other person all or any part of the liens and security interests granted hereby, and all, or any part of the Collateral which may be in the Lender’s possession after the occurrence and during the continuance of an Event of Default or, if to a successor Lender in accordance with the Credit Agreement, at any time. Upon such transfer, the transferee shall be vested with all the rights and powers of the Lender hereunder with respect to such of the Collateral as is so transferred, but, with respect to any of the Collateral not so transferred, the Lender shall retain all of their rights

and powers (whether given to it in this Agreement, or otherwise). The Lender may, at any time, assign all or any portion of its rights as the Lender hereunder to any person, in the Lender’s discretion, including without limitation Bear, Stearns & Co. Inc. or any Affiliate thereof, and upon notice to the Grantor, but without any requirement for consent or approval by or from Grantor, and any such assignment shall be valid and binding upon the Grantor, as fully as it had expressly approved the same.

     17. INDEMNITY; REIMBURSEMENT OF LENDER. The Grantor agrees to indemnify, defend and hold the Lender harmless from and against any and all claims, demands, losses, judgments and liabilities (including but not limited to, liabilities for penalties) of any nature, and to reimburse the Lender for all reasonable costs and expenses, including but not limited to attorneys’ fees and expenses, arising from this Agreement or the exercise of any right or remedy granted to the Lender hereunder, except to the extent such claims arise out of Lender’s gross negligence, willful misconduct or fraud. In no event shall the Lender be liable for any matter or thing in connection with this Agreement other than to account for moneys actually received by the Lender in accordance with the terms hereof. All indemnities contained in this Section 17 and elsewhere in this Agreement shall survive the expiration or earlier termination of this Agreement.

     18. NO LIABILITY FOR COLLATERAL. Beyond the exercise of reasonable care in the custody of any Collateral, the Lender shall not, under any circumstance or in any event whatsoever, have any liability for any part of the Collateral, nor shall the Lender have any liability for any error or omission or delivery of any kind incurred in the good faith settlement, collection or payment of any of the Collateral or any monies received in payment therefor or for any damages resulting therefrom, nor shall this Agreement impose upon the Lender any obligation to perform any obligation with respect to the Collateral. The costs of collection, notification and enforcement, including but not limited to, attorneys’ fees and out-of-pocket expenses, shall be borne solely by the Grantor, whether the same are incurred by the Grantor or the Lender.

     19. GOVERNING LAW. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without regard to its conflict of laws principles, except to the extent that the perfection and the effect of perfection or non- perfection of any security interests created hereby is governed by the laws of a jurisdiction other than the State of New York.

     20. COMPLETE AGREEMENT. This Agreement and the Credit Agreement contain the entire agreement between the parties hereto with respect to the transactions contemplated herein and, except as provided herein, supersede all previous oral and written and all contemporaneous oral negotiations, commitments, writings and understandings.

     21. AMENDMENTS AND WAIVERS. This Agreement may be amended only by a writing signed by the Grantor and Lender. No delay or omission on the part of any party hereto in exercising any right hereunder shall operate as a waiver of such right or any other right hereunder or operate to constrain the rights of any other parties hereunder. No waiver of any one right shall operate as a waiver of any subsequent right.

     22. INTERPRETATION. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     23. CONTINUING LIEN. It is the intent of the parties hereto that (a) this Agreement shall constitute a continuing agreement as to any and all future, as well as existing transactions, between the Grantor and the Lender under or in connection with the Notes, and (b) the security interest provided for herein shall attach to after-acquired as well as existing Collateral and the Obligations covered by this Agreement shall include any future advances under or in connection with the Credit Agreement.

     24. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one contract, and shall become effective when copies hereof which, when taken together, bear the signatures of each of the parties hereto shall be delivered or mailed to the Lender.

     25. SEVERABILITY. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any material respect, such provision shall be replaced with a provision which is as close as possible in effect to such invalid, illegal or unenforceable provision, and still be valid, legal and enforceable, and the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby, unless the parties otherwise so provide.

26. VENUE; WAIVER OF JURY TRIAL.

     a. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURT OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT HEREOF OR OF ANY SUCH DOCUMENT, THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT, OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH A STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE.

     b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY

CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 26(b).

     27. FURTHER ASSURANCES. Grantor agrees, from time to time, at its expense, to do such further things, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Lender may from time to time reasonably request for the better assuming and preserving of the security interests and rights and remedies created hereby, including, without limitation, the execution and delivery of such financing statements or continuation statements, and amendments thereto, as may be necessary or desirable, or as Lender may request in order to perfect and preserve the security interests granted hereby. Grantor hereby authorizes Lender or its agent to file such financing statements and/or such continuation statements and amendments thereto relating to all or any part of the Collateral without its signature, where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the collateral granted hereby or any part thereof shall be sufficient as a financing statement where permitted by law.

     28. AMENDMENT AND RESTATEMENT. This amends and restates in its entirety the Original Pledge Agreement and the Existing Pledge Agreement, and from and after the date hereof, and subject to the terms hereof, the terms and provisions of the Original Pledge Agreement and the Existing Pledge Agreement shall be superseded by the terms and provisions of this Agreement. The Grantor hereby agrees that (i) the liens and security interest granted by Grantor under the Original Pledge Agreement and the Existing Pledge Agreement shall be deemed to be liens and security interests securing the indebtedness and Obligations under the Credit Agreement shall remain outstanding and governed by this Agreement, and shall not constitute a novation, and (ii) all liens and security interests securing the indebtedness and Obligations under the Original Pledge Agreement and the Existing Credit Agreement shall continue in full force and effect to secure the indebtedness and obligations of Borrower under the Credit Agreement, the Note and the other Loan Documents.

[remainder of page intentionally blank; signature page follows]

SIGNATURE PAGE TO
AMENDED AND RESTATED PLEDGE AGREEMENT

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

GRANTOR:
ROYAL STREET COMMUNICATIONS, LLC
By:	/s/ Robert A. Gerard
Name:	ROBERT A. GERARD
Title:	CHIEF EXECUTIVE OFFICER
LENDER:
METROPCS WIRELESS, INC.
By:	/s/ Roger D. Linquist
Name:	Roger D. Linquist
Title:	President and CEO

EXECUTION COPY

FIRST AMENDMENT TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into, as of November 2, 2006, by and between ROYAL STREET COMMUNICATIONS, LLC, a Delaware limited liability company (“Royal Street”), and METROPCS WIRELESS, INC., a corporation (“Lender” or “MetroPCS”).

WITNESSETH:

     WHEREAS, Royal Street and the Lender are parties to that certain Second Amended and Restated Credit Agreement executed on December 15, 2005 as of December 22, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

     WHEREAS, Royal Street has requested, and MetroPCS has agreed, to amend the Credit Agreement to provide, among other things, for an increase in the principal amount of the Loan Commitment Amount from $343,599,250 to $500,000,000 in accordance with and subject to the terms and conditions set forth herein;

     NOW THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein and other good valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree, subject to the conditions precedent to this Amendment and intending to be legally bound, to amend the Credit Agreement as follows:

     1. Capitalized Terms. All capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby, except as otherwise defined or limited herein.

     2. Amendments to Section 1.

                (a) Section 1 of the Credit Agreement Defined Terms is hereby modified and amended by adding the following new definitions in appropriate alphabetical order:

     “License Subsidiary” shall mean any limited liability company Holding Subsidiary that has as its sole purpose holding the License(s) in a given Market (as such term is defined in the LLC Agreement) to be used by Borrower in connection the Royal Street System in such Market.

     “Lien” shall mean any interest in assets or property securing an obligation owed to, or a claim by, a Person other than the owner of the asset or property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to the lien or security interest arising from a mortgage encumbrance, pledge, security agreement, conditional sale or trust receipt of a lease, consignment or bailment for security purposes. For the purposes of this

Agreement, Borrower and its Subsidiaries shall be deemed to be the owner of any assets or property which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the assets or property has been retained by or vested in some other Person in a transaction intended to create a financing.

     “Operating Subsidiary” shall mean any limited liability company Holding Subsidiary that has as its sole purpose holding and operating the Royal Street System and the other assets (other than the License(s)) in a given Market (as such term is defined in the LLC Agreement).

     “Royal Street” shall mean Royal Street Communications, LLC, a Delaware limited liability company.

               (b) Section 1 of the Credit Agreement, Defined Terms, is hereby further modified and amended by deleting the definition of “Borrower” in its entirety and substituting the following in lieu thereof:

           “Borrower” shall mean, for purposes of this Credit Agreement and each of the other Loan Documents (except to the extent that the contest otherwise clearly requires), individually and collectively, jointly and severally, Royal Street and all Holdings Subsidiaries that shall execute and deliver a Counterpart Signature Page in the form of Exhibit C to this Credit Agreement.

               (c) Section 1 of the Credit Agreement Defined Terms, is hereby further modified and amended by adding the following at the end of clause (i) of the definition of “Borrower Change in Control Event”:

     “, except for agreements which would result in a Transfer to GWI in accordance with Article 5 of the LLC Agreement”

               (d) Section 1 of the Credit Agreement, Defined Terms, is hereby further modified and amended by adding the following new clause (iii) at the end of the definition of “Borrower Change in Control Event”:

     “, or (iii) Royal Street shall fail to own and control, directly or indirectly, one hundred (100%) of the membership or other equity interests of each of its Subsidiaries, except any transfers to GWI of membership or other equity interests of Royal Street’s Subsidiaries pursuant to Article 5 of the LLC Agreement.”

               (e) Section 1 of the Credit Agreement, Defined Terms, is here further modified and amended by deleting the definition of “Holding Subsidiary” in its entirety and substituting the following in lieu thereof;

           “Holding Subsidiary” shall mean a Person formed under the laws of the State of Delaware, all of the capital stock, partnership interests, member interest,

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or other equity interests of which shall be owned, directly or indirectly, by Borrower.

               (f) Section 1 of the Credit Agreement, Defined Terms, is hereby further modified and amended by deleting the definition of “Loan Commitment Amount” in its entirety and substituting the following in lieu thereof:

     “Loan Commitment Amount” shall mean $500,000,000 or the maximum amount that Lender is permitted to lend to Borrower pursuant to the Lender Credit Facility.

               (g) Section 1 of the Credit Agreement, Defined Terms, is hereby further modified and amended by adding the phrase “any Leasehold Mortgages,” immediately following the reference to “the Pledge Agreement” in the definition of “Loan Documents”.

               (h) Section 1 of the Credit Agreement, Defined Terms, is hereby further modified and amended by adding the phrase “or other equity interests” immediately following the reference to “capital stock” in the definition of “Subsidiary”.

               (i) Section 1 of the Credit Agreement, Defined Terms, is hereby further modified and amended by replacing the term “Borrower” with “Royal Street” in each of (i) clauses (ii) and (iii) of the definition of “Commitment Period”, (ii) the definition of “Equipment and Facilities Lease”, (iii) the definition of “Required Capital Contribution” and (iv) the definition of “Services Agreement”.

     3. Amendments to Section 2.2.

               (a) Section 2.2 of the Credit Agreement, Procedure for Borrowing, is hereby further modified and amended by (i) deleting each reference to “Holding Subsidiary” from clause (b) of such Section, and (ii) adding the following sentence at the end of clause (b) of such Section:

     Notwithstanding anything to the contrary contained in this Credit Agreement, all Loans requested under this Credit Agreement shall be requested by Administrative Borrower as agent for Borrowers, and all proceeds of such Loans shall be paid to Administrative Borrower as agent for Borrowers.

               (b) Section 2.2 of the Credit Agreement, Procedure for Borrowing, is hereby further modified and amended by adding the following new clause (h) at the end of such Section:

     h. Each Borrower hereby irrevocably appoints Royal Street as the borrowing agent and attorney-in-fact for all Borrowers (“Administrative Borrower”) which appointment shall remain in full force and effect unless and until Lender shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes Administrative Borrower (i) to provide Lender with all notices with respect to Loans obtained for the benefit of any Borrower and all other notices

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and instructions under this Credit Agreement and (ii) to take such action as Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loans and collateral of Borrower in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrower in order to utilize the collective borrowing powers of Borrower in the most efficient and economical manner and at their request, and that Lender shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loans and the collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group.

     4. Amendment to Section 2.4. Section 2.4 of the Credit Agreement Conditions Precedent to Lender’s Obligation to Make Any Loan, is hereby modified and amended by deleting clause (iii) of such Section and substituting the following in lieu thereof:

     Lender shall have a perfected first priority security interest in all of the membership interests in all of Borrower’s Subsidiaries.

     5. Amendment to Section 2.5. Section 2.5 of the Credit Agreement, Security Agreement; Leasehold Mortgages, is hereby modified and amended by deleting clause (a)(iii) of such Section in its entirety and by substituting the following in lieu thereof:

     To the extent required by Lender in writing, a first priority lien on all real property interests of Borrower, including, without limitation, all Leases, including capital leases, and all real property owned by Borrower in fee simple. Lender’s liens in the foregoing shall be created by and subject to the provisions of one or more Leasehold Mortgages, substantially in the form of Exhibit D, entered, to the extent required by Lender in writing, with respect to each Lease, parcel of real property or other real property interest of Borrower.

     6. Amendment to Section 5.4. Section 5.4 of the Credit Agreement, Subsidiaries, is hereby amended and restated in its entirety as follows:

     5.4 Subsidiaries.

     a. Royal Street shall form one or more direct or indirect Operating Subsidiaries and License Subsidiaries. As soon as practicable after receipt of any and all required FCC approvals, Royal Street shall contribute one or more of such Licenses to each of the License Subsidiaries, as contemplated by Section 2.5(d) of the LLC Agreement, and Royal Street shall contribute all of the other assets to each Operating Subsidiary in accordance with the Market to be served by such License Subsidiary.

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     b. Royal Street shall cause each of its direct or indirect Subsidiaries to become a party to this Credit Agreement, the Security Agreement and the Pledge Agreement and to be jointly and severally liable for all obligations of Borrower hereunder by executing a copy of the form of counterpart signature page substantially in the form of Exhibit C attached hereto (or in such other form as may be agreed by Borrower and Lender) and made a part thereof.

     7. Amendment to Section 5.12. Section 5.12 of the Credit Agreement, Leasehold Mortgages, is hereby modified and amended by (i) inserting the phrase “To the extent required by Lender,” at the beginning of clause (a) of such Section and (ii) adding the fallowing sentence at the end of clause (c) of such Section;

To the extent Borrower is not required by Lender to execute a Leasehold Mortgage with respect to any real property leased to Borrower, at the written request of Lender Borrower shall use commercially reasonable efforts to obtain a landlord’s waiver and collateral access agreement, in form and substance reasonably satisfactory to Lender, with respect to each such leased real property.

     8. Amendment to Section 5.13. Section 5.13 of the Credit Agreement, Negative Covenants, is hereby modified and amended by deleting the phrase “except for transfers of Licenses to Holding Subsidiaries” from clause (a) of such Section and by substituting “except for transfers of Licenses to the License Subsidiaries and transfers of other assets to Operating Subsidiaries” in lieu thereof.

     9. Amendments to Sections 6.1. Section 6.1 of the Credit Agreement, Events of Default, is hereby further modified and amended by deleting “or Borrower shall fail to transfer the Licenses to Holding Subsidiaries as required in Section 5.4 hereof” in clause (b) of such Section, Breaches of Other Covenants, and by substituting “Borrower shall fail to transfer the Licenses to License Subsidiaries or the other assets Operating Subsidiaries, in each case, as required in Section 5.4 hereof” in lieu thereof.

     10. No Other Amendments. Except for the amendments, releases, authorizations and waivers set forth above, the text of the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect.

     11. Conditions to Effectiveness. This Amendment will be effective as of the date first written above (the “Effective Date”), subject to the occurrence of each of the following on or before such date:

     (a) Lender shall have received counterparts hereof duly executed by Borrower;

     and

     (b) All of the representations and warranties of Borrower set forth in the Credit Agreement and this Amendment shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Effective Date as though made on and as of such date.

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     12. Representations and Warranties. Royal Street agrees, represents favor of Lender as follows:

               (a) This Amendment has been executed and delivered by a duly authorized representative of Royal Street, and the Credit Agreement, as modified and amended by this Amendment, constitutes a legal, valid and binding obligation of Royal Street and is enforceable against Royal Street in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws or (ii) general principles of equity;

                (b) Except as reflected on Exhibit 1, each representation or warranty of Royal Street set forth in the Credit Agreement is hereby restated and reaffirmed as true and correct in all material respects on and as of the Effective Date, and after giving effect to this Amendment, as if such representation or warranty were made on and as of the Effective Date of, and after giving effect to, this Amendment;

               (c) No Event of Default (or other event which if not timely cured or corrected would with the passage of time become an Event of Default) with respect to Royal Street has occurred and is continuing; and

               (d) As of the date hereof, Royal Street is solvent after giving effect to the transactions contemplated herein.

     13. Effect on the Credit Agreement. Except is specifically provided herein, the Credit Agreement and the Loan Documents shall remain in full force and effect, and is hereby ratified, reaffirmed and confirmed. This Amendment shall be deemed to be a Loan Document for all purposes.

     14. Counterparts. This Amendment may be executed in any number of separate counterparts and by the different parties hereto on separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. In proving this Amendment in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Amendment.

     15. Law of Contract. This Amendment shall be governed and construed and interpreted in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

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     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written above.

BORROWER:	ROYAL STREET COMMUNICATIONS, LLC, a Delaware limited liability company
	By:	/s/ Robert A. Gerard
		Name:	Robert A. Gerard
		Title:	Chief Executive Officer and Chairman of the Management Committee

Lender:	METROPCS WIRELESS, INC., a Delaware corporation
	By:	/s/ Roger D. Linquist
		Name:	Roger D. Linquist
		Title:	President and Chief Executive Officer

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EXHIBIT 1 TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

MetroPCS Communications, Inc., an affiliate of Royal Street’s largest current customer, MetroPCS Wireless, Inc. (“MetroPCS”), was recently sued for patent infringement in United States District Court for the Eastern District of Texas, Marshall Division, Leap Wireless International, Inc. et al v. MetroPCS Communications, Inc., Case No. 2:062CV240-TJW (Jury). MetroPCS or an affiliate thereof has begun offering wireless service in portions of Florida using capacity purchased from Royal Street on wireless systems owned by Royal Street (“the Royal Street Systems”) which are technically and operationally compatible with the MetroPCS wireless systems that are the basis for the pending suit. Based on the above-identified lawsuit, the then imminent, and now actual, launch of the Royal Street Systems, and the technical similarity between the accused MetroPCS systems and the Royal Street Systems, Royal Street expects, but is not certain, that it will be (1) named as a defendant in the above-identified, pending patent infringement suit, or (2) sued separately for alleged infringement of the same patent that is at issue in that suit. To date, however, Royal Street has received no notice of any such suit and no such suit is currently pending against Royal Street. Royal Street filed a declaratory judgment action on September 22, 2006 in the United States District Court for the Middle District of Florida. The defendants therein, Leap Wireless International, Inc. and Cricket Communications, Inc., have filed a motion to dismiss that declaratory action or in the alternative to transfer the declaratory judgment section to the Eastern District of Texas, which motion remains pending.

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EX-10.9

Exhibit 10.9

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ROYAL STREET COMMUNICATIONS, LLC

by and between

C9 WIRELESS, LLC

and

GWIPCS1, INC.

and

METROPCS WIRELESS, INC.

*** Where this marking appears throughout this Exhibit 10.9, information has been omitted pursuant to a request for confidential treatment and such information has been filed with the SEC separately.

TABLE OF CONTENTS

	Page
ARTICLE 1 Definitions		1
1.1. Certain Definitions		1
1.2. Construction		14
ARTICLE 2 Royal Street and its Business		14
2.1. Formation; Effectiveness		14
2.2. Company Name		14
2.3. Term		14
2.4. Filing of Certificate and Amendments		14
2.5. Purpose and Business; Powers; Scope of Members’ Authority		15
2.6. Principal Office; Registered Agent		15
2.7. Names and Addresses of Members		15
2.8. Partnership Treatment		16
2.9. Annual Budgets		16
2.10. Business Plans		17
ARTICLE 3 Representations and Warranties		18
3.1. Representations and Warranties of C9 Wireless, GWI and the MPCS Member		18
3.2. Representations and Warranties of C9 Wireless		19
3.3. Representations and Warranties of GWI and the MPCS Member		19
ARTICLE 4 Covenants		20
4.1. Eligible Entrepreneur and Very Small Business		20
4.2. Maintenance of Financing		21
4.3. [Intentionally deleted]		21
4.4. Successful Bidder		21
4.5. Third Party Financing		21
4.6. Competition		21
4.7. Cooperation		22
4.8. Compliance With Law		22
ARTICLE 5 Transfer Restrictions		23
5.1. Transfers		23

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TABLE OF CONTENTS
(continued)

	Page
5.2. Right of First Refusal for Transfer of LLC Units		24
5.3. Right of First Refusal in Event of Disposition of Royal Street Assets		26
5.4. C9 Wireless’ Put Rights		28
5.5. [Intentionally deleted]		31
5.6. Allocation Between Transferor and Transferee		31
ARTICLE 6 Management of Royal Street		31
6.1. Management of Royal Street		31
6.2. Place of Management Committee Meetings		35
6.3. Meetings		35
6.4. Telephonic Meetings		35
6.5. Notice of Meetings		35
(a) Written notice of a Management Committee Meeting shall state the place, date and hour of such Management Committee Meeting and the general nature of the business to be transacted		35
6.6. Waivers		35
6.7. Quorum		36
6.8. Proxies		36
6.9. Voting Power		36
6.10. Written Consent		36
6.11. Compensation		36
6.12. Officers		36
6.13. Liability		37
6.14. Indemnification with Respect to Managers and Officers		37
6.15. Insurance		38
ARTICLE 7 Members		38
7.1. Powers of Members		38
7.2. Partition		38
7.3. Place of Members’ Meetings		38
7.4. Meetings		38
7.5. Telephonic Meetings		38
7.6. Notice of Meetings		38

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TABLE OF CONTENTS
(continued)

	Page
7.7. Waivers		39
7.8. Quorum		39
7.9. Proxies		39
7.10. Written Consent		39
7.11. Designation of Tax Matters Member; Tax Matters		39
ARTICLE 8 Additional Members		40
8.1. Admission		40
8.2. Acceptance of Prior Acts		40
ARTICLE 9 Capital Contributions and Capital Accounts		40
9.1. Capital Contributions		40
9.2. Status of Capital Contributions		42
9.3. Capital Accounts		42
9.4. No Withdrawals		42
9.5. LLC Units Upon Execution of the Agreement and at the Funding Date		42
9.6. Other Rights		42
9.7. Return of Capital		42
9.8. Redemption		43
ARTICLE 10 Allocations and Distributions		43
10.1. Allocation Rules		43
10.2. Distributions		47
10.3. Distribution upon Dissolution		47
10.4. Limitations on Distributions		47
ARTICLE 11 Financial Reports; Books and Records		48
11.1. Financial Reports		48
11.2. Books and Records		48
ARTICLE 12 Indemnification		49
12.1. Indemnification by C9 Wireless		49
12.2. Indemnification by GWI		49
12.3. Loss of Entrepreneur and Very Small Business Status; Other Transfers of LLC Units		50

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TABLE OF CONTENTS
(continued)

	Page
12.4. Limitations on Indemnification Obligations		51
12.5. Indemnification Procedure		52
12.6. Mitigation of Damages		53
ARTICLE 13 Termination of Royal Street; Liquidation and Distribution of Assets		53
13.1. No Dissolution		53
13.2. Events Causing Dissolution		53
13.3. Winding Up		54
13.4. Distribution Upon Liquidation		54
13.5. Distributions to Members. (a)		55
13.6. Claims of the Members		55
ARTICLE 14 Withdrawal of a Member		55
14.1. Withdrawal of a Member		55
14.2. Effect of Withdrawal		55
ARTICLE 15 Confidentiality		55
15.1. General		55
15.2. Obligation to Protect Proprietary Information		55
15.3. Judicial or Administrative Proceedings		56
15.4. Loss or Unauthorized Use		56
15.5. Nondisclosure Agreements		56
15.6. Termination		56
15.7. Irreparable Injury by Disclosure to Third Parties		56
15.8. Survival of Nondisclosure Obligations		57
ARTICLE 16 Miscellaneous		57
16.1. Certificates		57
16.2. Governing Law		58
16.3. VENUE; WAIVER OF JURY TRIAL		58
16.4. Notices		58
16.5. Severability		61
16.6. Counterparts		61
16.7. Successors and Assigns		61

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TABLE OF CONTENTS
(continued)

	Page
16.8. Entire Agreement; Amendment; Waiver		61
16.9. Further Assurances; Controlled Subsidiaries		61
16.10. THIRD PARTY BENEFICIARIES		62
16.11. Exculpation		62
16.12. Joint Work Product		62
16.13. Expenses		62
16.14. Publicity		62
16.15. Regulatory Filings		63
16.16. No Brokers or Finders		63
16.17. [Intentionally deleted]		63
ARTICLE 17 Dispute Resolution		63
17.1. Informal Discussions		63
17.2. Arbitration		63

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          THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROYAL STREET COMMUNICATIONS, LLC (this “Agreement”) is executed on December 15, 2005 as of November 24, 2004, by and between C9 WIRELESS, LLC, a Delaware limited liability company (“C9 Wireless”), GWI PCS1, INC., a Delaware corporation (“GWI”), and MetroPCS Wireless, Inc. (as an authorized assignee of MetroPCS, Inc.’s LLC Interest), a Delaware corporation (the “MPCS Member”).

          WHEREAS, C9 Wireless, GWI and the MPCS Member have caused the formation of a limited liability company under the Delaware Limited Liability Company Act, as amended (the “Act”), to be known as Royal Street Communications, LLC (“Royal Street”) for the purposes of participating as a bidder and obtaining Licenses offered in Auction No. 58 (as hereinafter defined), and to Build-Out and operate the Royal Street System on the terms and conditions set forth herein;

          WHEREAS, the parties desire to amend and restate in its entirety the Limited Liability Company Agreement of Royal Street, which originally was entered into as of November 24, 2004, by and among C9 Wireless, GWI and MPCS Member’s predecessor in interest;

          WHEREAS, it is the intention of Royal Street, and the parties hereto that this Agreement be considered in conjunction with the Services Agreement (as hereinafter defined) as part of a single, integrated transaction, it being understood and agreed that they offer greater value when considered together rather than individually.

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

ARTICLE 1
Definitions

     1.1. Certain Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

          “Act” shall have the meaning set forth in the recitals hereto.

           “Additional Member” shall have the meaning set forth in Section 8.1 (a).

          “Adjusted Capital Account Deficit” shall mean, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

               (a) Credit to such Capital Account any amounts such Member is obligated to restore or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(l) and 1.704-2(i)(5); and

               (b) Debit to such Capital Account the items described in Regulations Sections 1.704-l(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

     “Affiliate” shall mean, with respect to any Person, any Person directly or indirectly Controlling, Controlled by, or under Common Control with such other Person at any time during the period for which the determination of affiliation is being made. Affiliates of GWI shall include the MPCS Member and their respective Affiliates. In no event shall any lender or other provider of the Financing be deemed an Affiliate of Royal Street, C9 Wireless or GWI for any purposes hereunder or under any of the Ancillary Agreements.

     “Agreement” shall have the meaning set forth in the preamble.

     “Ancillary Agreements” shall mean the Services Agreement, the Credit Agreement and the Equipment and Facilities Lease Agreement, and all attachments thereto.

     “Annual Budget” shall have the meaning set forth in Section 2.9(a) of this Agreement.

     “Annual Business Plan” shall have the meaning set forth in Section 2.10(c) of this Agreement.

     “Applicable Law” shall mean, with respect to any Person, any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, franchise, license or permit of, or any interpretation or administration of any of the foregoing, by any Governmental Entity, whether in effect as of the date hereof or thereafter, and in each case as amended, applicable to such Person or its Affiliates or their respective assets.

     “Auction No. 58” shall mean the Broadband PCS Auction to be conducted by the FCC as described in Public Notice, DA-04-3005 (rel. Sept. 16, 2004), as the same may be rescheduled or modified by the FCC.

     “Auction Process” shall mean the process and procedure through which those licenses being auctioned by the FCC in Auction No. 58 are being offered to qualified bidders, qualified bidders bid on, and Successful Bidders are ultimately awarded licenses, as amended by the FCC from time-to-time.

     “Auction Schedule” shall have the meaning set forth in Section 4.4.

     A Person shall be deemed the “Beneficial Owner,” and to have “Beneficial Ownership” of, and to “Beneficially Own,” any securities as to which such Person is or may be deemed to be the beneficial owner pursuant to Rule 13d-3 and 13d-5 under the Exchange Act, as such rules are in effect on the date of this Agreement, as well as any securities as to which such Person has the right to become Beneficial Owner (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the

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exercise of conversion rights, exchange rights, rights, warrants or options, put or call rights, or otherwise; provided, however, that no Initial Member shall be deemed the “Beneficial Owner” or to have “Beneficial Ownership” of, or to “Beneficially Own,” any LLC Units owned by the other Initial Member solely by virtue of the rights set forth in this Agreement.

          “Bidding Credit” shall mean a “bidding credit” as defined in the FCC Rules at 47 C.F.R. § 1.2110(f) and as applied by the FCC in Auction No. 58.

          “Bona Fide Offer” shall mean a written offer for Royal Street’s Assets or a Member’s LLC Interest Units made at arm’s length by a Person who is not an Affiliate of C9 Wireless with the capacity to consummate the offer, which offer shall set forth (i) the name and address of the offeror, (ii) the price and other material terms of the offer, and (ii) a description of any financing arrangements related to the transaction.

          “Budget Officer” shall have the meaning set forth in Section 2.9(c) of this Agreement.

          “Build-Out” shall mean the construction of a Commercial Mobile Radio Service system in accordance with the FCC Rules, 47 C.F.R. § 24.203, as the same may be amended from time to time.

          “Business” shall mean the provision of wholesale CMRS services utilizing code division multiple access technology or such other business as Royal Street may conduct in accordance with the terms of this Agreement.

          “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banks in New York City are authorized or obligated by law or executive order to close.

          “Business Plan” shall have the meaning set forth in Section 2.10(a) of this Agreement.

          “Capital Account” shall mean, with respect to any Member, the Capital Account maintained for such Member in accordance with the following provisions:

          (a) To each Member’s Capital Account there shall be credited such Member’s Capital Contributions, such Member’s distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Section 10.1(c), and the amount of any Royal Street liabilities assumed by such Member or secured by any Royal Street Asset distributed to such Member.

          (b) To each Member’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Royal Street Asset distributed to such Member pursuant to any provision of this Agreement, such Member’s distributive share of Losses and any items in the nature of expenses or losses that are specially allocated pursuant to Section 10.1(c), and the amount of any liabilities of such Member assumed by Royal Street or secured by any property contributed by such Member to Royal Street.

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          (c) In the event any interest in Royal Street is properly assigned or transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest in Royal Street.

          (d) In determining the amount of any liability for purposes of this definition, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations.

          “Capital Contribution” shall mean, with respect to any Member, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to Royal Street with respect to the interest in Royal Street held by such Member or the value of any liabilities of Royal Street assumed by a Member. The principal amount of a promissory note that is not readily traded on an established securities market and that is contributed to Royal Street by the maker of the note shall not be included in the Capital Account of any Member until Royal Street makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Regulations Section 1.704-1 (b)(2)(iv)(d)(2).

          “CEO” shall have the meaning set forth in Section 6.12(a).

          “Certificate of Formation” shall mean the Certificate of Formation of Royal Street filed pursuant to the Act with the Secretary of State of the State of Delaware, as the same may hereafter be amended and/or restated from time to time.

          “Chairman” shall have the meaning set forth in Section 6.1(b).

          “Change of Control” shall mean, with respect to any Person, any transaction or series of transactions, occurring after the date that it becomes subject to this Agreement, pursuant to which another Person gains Control of such other Person. For purposes of this Agreement, a change of de facto or de jure control shall be deemed a “Change of Control” hereunder.

          “Code” shall mean the Internal Revenue Code of 1986, as amended.

          “Commercial Mobile Radio Service” or “CMRS” shall mean a commercial mobile radio service as defined in the FCC Rules at 47 C.F.R. § 20.3.

          “Contracts” shall mean all agreements, contracts, leases and subleases, purchase orders, arrangements, commitments, non-governmental licenses, notes, mortgages, indentures or other obligations.

          “Control” (including the correlative meanings of the terms “Controlling,” “Controlled by” and “under Common Control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power in fact or in law to direct or cause the direction of management policies of such Person, whether through the ownership of Voting Securities, by contract or otherwise.

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          “C9 Wireless” shall have the meaning set forth in the preamble.

          “C9 Wireless Indemnified Party” shall mean C9 Wireless and its officers, directors, employees and agents.

          “C9 Wireless Managers” shall have the meaning set forth in Section 6.1(c).

          “Credit Agreement” shall mean that certain Second Amended and Restated Credit Agreement by and between MetroPCS Wireless and Royal Street executed on December 15, 2005 as of December 22, 2004, as it may be further amended from time to time, including the agreements and other documents attached thereto.

          “Damages” shall mean, with respect to a Person, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including reasonable attorneys’ fees, costs of investigation, fines, judgments and amounts paid in settlement) actually incurred by such Person.

          “Depreciation” shall mean, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method under Code Section 704(c) selected by the Management Committee.

          “Disposition” shall have the meaning set forth in Section 5.3(a).

          “Disposition Assets” shall have the meaning set forth in Section 5.3(b).

          “Disposition Election Notice” shall have the meaning set forth in Section 5.3(c).

          “Disposition Notice” shall have the meaning set forth in Section 5.3(b).

          “Disposition ROFR Termination Date” shall have the meaning set forth in Section 5.3(d).

          “Disputing Members” shall have the meaning set forth in Section 17.1.

          “Distributable Cash” shall mean, with respect to any Fiscal Year, the excess, if any, of (A) the sum of (x) the amount of all cash received by Royal Street during such Fiscal Year and (y) any cash and cash equivalents held by Royal Street at the start of such Fiscal Year over (B) the sum of (x) all cash amounts paid or payable (without duplication) in such Fiscal

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Year by Royal Street and (y) the net amount of cash needs for Royal Street set forth in the budget for the following Fiscal Year.

          “Effective Date” shall have the meaning set forth in Section 2.1.

          “Election Notice” shall have the meaning set forth in Section 5.2(b).

          “Entrepreneur” shall mean an “entrepreneur” in accordance with the “eligibility requirements” stated in the FCC Rules at 47 C.F.R. § 24.709(a) and as applied by the FCC in Auction No. 58.

          “Equipment and Facilities Lease Agreement” shall mean that certain Master Equipment and Facilities Lease Agreement by and between MetroPCS Wireless and Royal Street, entered into pursuant to Section 5.1(h) of the Services Agreement.

          “Excess Cash” shall have the meaning set forth in Section 10.2(b).

          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

          “Exercise Notice” shall have the meaning set forth in Section 5.4(c).

          “Exiting Member” shall have the meaning set forth in Section 5.2(a).

          “Fair Market Value” shall mean, with respect to any asset, as of the date of determination, the cash price at which a willing seller would sell, and a willing buyer would buy, each being apprised of all relevant facts and neither acting under compulsion, such asset in an arm’s length, negotiated transaction with an unaffiliated third party without time constraints.

          “FCC” shall mean the Federal Communications Commission or any successor agency thereof.

          “FCC Rules” shall mean any applicable rules and regulations of the FCC as the same may be amended from time to time.

          “Fifth Anniversary” shall mean the date that is the first Business Day immediately following the fifth anniversary of the License Grant Date for each License granted to Royal Street in Auction No. 58, provided, however, that if Royal Street or a Holding Subsidiary holds multiple Licenses that have more than one License Grant Date, then the Fifth Anniversary shall mean the first Business Day immediately following the fifth anniversary for the last such License granted.

          “Final Order” shall mean an order as to which the time for filing a request for administrative or judicial relief, or for instituting administrative review sua sponte, shall have expired without any such filing having been made or notice of review having been issued; or, in the event of such filing or review sua sponte, as to which such filing or review shall have been disposed of favorably to the order and the time for seeking further relief with respect thereto shall have expired without any request for such further relief having been filed.

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          “Financing” shall have the meaning set forth in Section 3.2(d).

          “Fiscal Year” shall mean the fiscal year of Royal Street, which shall be the period commencing on January 1 in any year and ending on December 31 in such year, or such other fiscal year that the Management Committee shall determine is required under the Code.

          “GAAP” shall mean United States generally accepted accounting principles as in effect from time to time.

          “Governmental Entity” shall mean any government or political subdivision thereof, including any regional or municipal authority, any governmental department, ministry, commission, board, bureau, agency, regulatory authority, instrumentality, judicial or administrative body, having jurisdiction over the matter or matters in question.

          “Gross Asset Value” shall mean, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

          (a) The initial Gross Asset Value of any asset contributed by a Member to Royal Street shall be the gross Fair Market Value of such asset, as determined by the contributing Member and Royal Street;

          (b) The Gross Asset Values of all Royal Street Assets shall be adjusted to equal their respective gross Fair Market Values, as determined by the Management Committee, as of the following times: (i) the acquisition of an additional interest in Royal Street by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by Royal Street to a Member of more than a de minimis amount of Royal Street Assets as consideration for an interest in Royal Street; and (iii) the liquidation of Royal Street within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that the adjustments pursuant to clauses (i) and (ii) above shall be made only if the Management Committee reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in Royal Street;

          (c) The Gross Asset Value of any Royal Street Asset distributed to any Member shall be the gross Fair Market Value of such asset on the date of distribution; and

          (d) The Gross Asset Values of Royal Street Assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or 743 (b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1 (b)(2)(iv)(m) and Section 10.1(c)(vii); provided, however, that Gross Asset Values shall not be adjusted pursuant to this clause (d) to the extent the Management Committee determines that an adjustment pursuant to clause (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d).

          If the Gross Asset Value of an asset has been determined or adjusted pursuant to clause (a), (b) or (d) above, such Gross Asset Value shall thereafter be adjusted by the

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Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

          “GWI” shall have the meaning set forth in the Preamble.

          “GWI Manager” shall have the meaning set forth in Section 6.1(c).

          “Holding Subsidiary” shall mean an LLC formed under the laws of the State of Delaware, all of the LLC units of which shall be owned by Royal Street, which LLC shall have as its sole purpose to hold the License(s) and assets in a given Market to be used by Royal Street in connection with the Royal Street System in such Market.

          “Holding Subsidiary Put” shall have the meaning set forth in Section 5.4(a)(ii).

          “Indemnified Party” shall have the meaning set forth in Section 6.14(a).

          “Initial Member” shall mean each of C9 Wireless, GWI and the MPCS Member and their permitted Affiliates, successors or assigns.

          “IRS” shall mean the Internal Revenue Service or any successor agency thereof.

          “License” shall mean any license for which Royal Street is a Successful Bidder.

          “License Grant Date” shall mean the grant date set forth on any license granted to Royal Street by the FCC in Auction No. 58.

          “Lien” shall mean any mortgage, pledge, lien, deed of trust, hypothecation, claim, security interest, title defect, encumbrance, burden, tax lien (as used in Section 6321 of the Code, and the rules and regulations promulgated thereunder or similarly by any State, local, or foreign tax authority), charge, or other similar restriction, title retention agreement, option, easement, covenant, encroachment or other adverse claim.

          “Liquidation” shall have the meaning set forth in Section 13.4.

          “LLC Interest” shall mean a Member’s entire limited liability company interest in Royal Street at any particular time, including such Member’s share of the profits and losses of Royal Street and right to receive distributions of Royal Street’s assets, and all other benefits to which a Member may be entitled, all in accordance with the provisions of this Agreement and the Act, together with the obligations of such Member to comply with all the terms and provisions of this Agreement.

          “LLC Unit” shall mean a fractional, undivided share of the LLC Interests of all Members issued pursuant hereto.

          “Major Trading Area” or “MTA” shall have the meaning ascribed to it in the FCC rules at 47 C.F.R. Section 24.202(a).

          “Management Committee” shall have the meaning set forth in Section 6.1(b).

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          “Management Committee Meeting” shall have the meaning set forth in Section 6.2.

          “Manager” shall have the meaning set forth in Section 6.1(b).

          “Market” shall mean the geographic area(s) in which Royal Street is authorized by the FCC to provide Commercial Mobile Radio Service.

          “Material Adverse Effect” shall mean a material adverse effect on the financial condition, properties, Business or results of operations, including Liquidation, of Royal Street, C9 Wireless or GWI, as the case may be, or any of their respective Subsidiaries, other than effects arising out of (i) general changes in economic conditions of the United States, (ii) changes affecting the Commercial Mobile Radio Service industry, generally, and (iii) changes to the FCC Rules, including changes to the Auction Process.

           “Material Spectrum License” shall mean any License which (a) has a Fair Market Value in excess of ***; (b) which pertains to a Market where Royal Street has completed its initial construction and is offering commercial service on a wholesale basis; or (c) is immediately adjacent to a License which meets (a) or (b).

           “Member” shall initially mean each of C9 Wireless, GWI and the MPCS Member, and shall include thereafter their respective successors and permitted transferees, and any other members admitted to Royal Street in accordance with Section 8.1.

          “Member Minimum Gain” shall mean an amount, with respect to each Member Nonrecourse Debt, equal to the Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i).

          “Member Nonrecourse Debt” shall mean “partner nonrecourse debt” as described in Regulations Section 1.704-2(b)(4).

          “Member Nonrecourse Deductions” shall mean “partner nonrecourse deductions” as described in Regulations Section 1.704-2(i). The amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for a Fiscal Year equals the excess, if any, of the net increase, if any, in the amount of Member Minimum Gain attributable to such Member Nonrecourse Debt during that Fiscal Year over the aggregate amount of any distributions during that Fiscal Year to the Member that bears the economic risk of loss for such Member Nonrecourse Debt to the extent such distributions are from the proceeds of such Member Nonrecourse Debt and are allocable to an increase in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(2).

          “Members’ Meeting” shall have the meaning set forth in Section 7.3.

          “MetroPCS” shall mean MetroPCS, Inc., a Delaware corporation.

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          “MetroPCS Communications” shall mean MetroPCS Communications, Inc., a Delaware corporation.

          “MetroPCS Wireless” shall mean MetroPCS Wireless, Inc., a Delaware corporation.

          “MetroPCS Indemnified Parties” shall mean MetroPCS Communications and its Affiliates, and their respective parents, subsidiaries, sister companies, and all of their officers, directors, employees and agents.

          “MetroPCS Parties” shall mean MetroPCS Wireless, GWI and their Affiliates.

          “Minimum Gain” shall mean “partnership minimum gain” as described in Regulations Sections 1.704-2(b)(2) and (d).

          “MPCS Member” shall have the meaning set forth in the preamble.

          “Nonrecourse Deductions” has the meaning set forth in Regulations Sections 1.704-2(b)(l) and (c). The amount of Nonrecourse Deductions for a Fiscal Year equals the excess, if any, of the net increase, if any, in the amount of Minimum Gain during that Fiscal Year over the aggregate amount of any distributions during that fiscal year of proceeds of a Nonrecourse Liability that are allocable to an increase in Minimum Gain, determined according to the provisions of Regulations Section 1.704-2(c).

          “Nonrecourse Liability” has the meaning set forth in Regulations Section 1.752-1(a)(2).

          “Officers” shall mean such officers of Royal Street as shall from time to time be appointed by the Management Committee until such time as any such Officer is removed in accordance with the terms of his or her appointment.

          “PCS” shall mean personal communications services as defined in the FCC Rules at 47 C.F.R. § 24.5.

          “Parties” shall initially mean C9 Wireless, GWI and the MPCS Member, and shall thereafter include any other Person executing a counterpart of this Agreement.

          “Percentage Interest” shall mean a Member’s aggregate economic percentage interest in Royal Street as determined by dividing the number of LLC Units owned by such Member by the number of LLC Units then owned by all Members. The Percentage Interests of the Members as of the date hereof are set forth in Section 9.5.

          “Person” shall mean any natural person, corporation, firm, unincorporated organization, association, partnership, limited liability company, business trust, joint stock company, joint venture organization, entity or business of any kind.

          “Planning Group” shall have the meaning set forth in Section 2.10(a) of this Agreement.

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          “POPs” shall refer to the population within a Market calculated in accordance with the then-governing standard in the United States Commercial Mobile Radio Services industry.

          “Profits” and “Losses” shall mean, for each Fiscal Year or other period, an amount equal to Royal Street’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(l) shall be included in taxable income or loss), with the following adjustments:

          (a) Any income of Royal Street that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be added to such taxable income or loss;

          (b) Any expenditures of Royal Street described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition, shall be subtracted from such taxable income or loss;

          (c) In the event the Gross Asset Value of any Royal Street Asset is adjusted pursuant to clause (b) or (c) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

          (d) Gain or loss resulting from any disposition of a Royal Street Asset with respect to which gain or loss is recognized for federal income purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

          (e) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period, computed in accordance the definition of Depreciation; and

          (f) Notwithstanding any other provisions of this definition, any items that are specially allocated pursuant to Section 10.1(c) shall not be taken into account in computing Profits or Losses.

          “Proprietary Information” shall mean information of a confidential and proprietary nature that a Party has the right to possess, and that the Party maintains in confidence.

          “Put” shall have the meaning set forth in Section 5.4(a)(ii).

          “Put Closing Date” shall have the meaning set forth in Section 5.4(d)(i).

          “Put Interest” shall have the meaning set forth in Section 5.4(d)(i).

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          “Refund” shall be any amounts that Royal Street paid in accordance with FCC Rules to become eligible to participate in the Auction No. 58 and that thereafter are refunded to Royal Street.

          “Regulations” shall mean the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

          “Representatives” shall have the meaning set forth in Section 17.1.

          “ROFR Termination Date” shall have the meaning set forth in Section 5.2(c).

          “Royal Street” shall have the meaning set forth in the recitals hereto.

          “Royal Street Assets” shall mean all right, title and interest of Royal Street whether now or hereafter existing, in and to all or any portion of the assets of Royal Street and any applicable Holding Subsidiary, including the Licenses and any property (real or personal) or estate acquired in exchange therefor or in connection therewith.

          “Royal Street Indemnified Parties” shall mean Royal Street and its Affiliates, and their respective parent, subsidiary, sister companies, and all of their respective officers, directors, employees and agents.

          “Royal Street Put” shall have the meaning set forth in Section 5.4(a)(i).

          “Royal Street Products and Services” shall mean the creation and provision by Royal Street of Commercial Mobile Radio Services and any activities related thereto.

          “Royal Street System” shall mean the Commercial Mobile Radio Service using CDMA system(s) constructed and operated by Royal Street in each of the Markets pursuant to the Licenses.

          “Securities Act” shall mean the Securities Act of 1933, as amended.

          “Seventh Anniversary” shall mean the date that is two calendar years after the Fifth Anniversary.

          “Services Agreement” shall mean the Services Agreement by and between MetroPCS Wireless and Royal Street, executed on December 15, 2005 as of November 24, 2004, as it may be amended from time to time.

          “Sixth Anniversary” shall mean the date that is one calendar year after the Fifth Anniversary.

          “Subsidiary” shall mean, as to any Person, any Person (i) of which such Person directly or indirectly owns securities or other equity interests representing fifty percent (50%) or more of the aggregate voting power, (ii) of which such Person possesses fifty percent (50%) or

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more of the right to elect directors or Persons holding similar positions or (iii) which such Person Controls directly or indirectly through one or more intermediaries.

          “Substantial Completion Date” shall mean the date on which the Build-Out of the Royal Street System satisfies the construction requirements of Section 24.203 of the FCC Rules.

          “Successful Bidder” shall mean a Person that is awarded one or more licenses by the FCC pursuant to the Auction Process related to Auction No. 58 and successfully qualifies to be a licensee for such license(s) under applicable FCC Rules.

          “Tax” shall mean any federal, state, local or foreign income, profits, franchise, gross receipts, environmental, customs duty, stamp, payroll, sales, employment, disability, use, property, withholding, excise, production, value added, occupancy or other tax, duty or assessment of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts.

          “Tax Matters Member” shall have the meaning set forth in Section 7.11.

          “Transfer” shall mean any direct or indirect sale, transfer, assignment, pledge (other than in connection with the Financing, and, subject to Section 5.1(e), any foreclosures resulting therefrom), hypothecation, mortgage, or other disposition or encumbrance, of any beneficial or economic interest in any LLC Units, including those by operation or succession of law, merger, change in control or otherwise, but a Change of Control of GWI or the MPCS Member shall not be deemed to be a Transfer.

          “Transfer Notice” shall have the meaning set forth in Section 5.2(a)

          “Transferred Securities” shall have the meaning set forth in Section 5.2(a).

          “United States” shall mean the United States of America, including the forty-eight contiguous states, Hawaii, Alaska, the District of Columbia and all of its territories and possessions.

          “Unjust Enrichment Payment” shall mean a payment required to be made to the FCC to reimburse Bidding Credits in accordance with the FCC Rules at 47 C.F.R. § 1.2111, as the same may be amended from time to time.

          “Very Small Business” shall mean a “very small business” as defined in FCC Rules at 47 C.F.R. § 24.720(b), and as applied by the FCC in Auction No. 58.

          “Voting Securities” shall mean any securities entitled to vote in the ordinary course in the election of directors or of Persons serving in a similar governing capacity of any partnership, limited liability company or other Person, including the voting rights attached to such securities.

          “Withdrawal Event” shall have the meaning set forth in Section 14.1.

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     1.2. Construction. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (a) words used in this Agreement, regardless of the gender and number specifically used, will be deemed and construed to include any other gender and any other number as the context requires; (b) as used in this Agreement, the word “including” is not limiting, and the word “or” is not exclusive; (c) except as specifically otherwise provided in this Agreement in a particular instance, a reference to a Section, Schedule, Attachment, Appendix or Exhibit is a reference to a Section of this Agreement or a Schedule, Attachment, Appendix or Exhibit hereto, and the terms “this Agreement,” “hereof,” “herein,” and other like terms refer to this Agreement as a whole, including the Schedules and Exhibits to this Agreement, and not solely to any particular part of this Agreement; (d) the descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement; (e) as used in this Agreement, unless otherwise specifically noted herein, the word “day” or “days” means a calendar day or days, respectively, including weekends and holidays; and (f) any reference to any Law or Governmental Entity shall be deemed to also refer to any successor thereof.

ARTICLE 2
Royal Street and its Business

     2.1. Formation; Effectiveness. Royal Street has been formed as a limited liability company under the provisions of the Act by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware. Pursuant to Section 18-201(d) of the Act, this Agreement is effective as of November 24, 2004 (the “Effective Date”).

     2.2. Company Name. The business of Royal Street initially shall be conducted in the State of Delaware under the name Royal Street Communications, LLC and under such name or such assumed names as the Management Committee deems necessary or appropriate to comply with the requirements of any other jurisdiction in which Royal Street may be required to qualify.

     2.3. Term. The term of Royal Street shall commence on the Effective Date and shall continue in full force and effect until the earlier of the fifteenth anniversary of the Effective Date or the earlier dissolution, winding up and termination of Royal Street in accordance with Article 13 of this Agreement. The existence of Royal Street as a separate legal Person shall continue until the cancellation of the Certificate of Formation as provided in the Act.

     2.4. Filing of Certificate and Amendments. Subject to the restrictions set forth in this Agreement, the Management Committee or any Person designated by the Management Committee shall (and shall have the power and authority to) execute and file or cause to be executed and filed any amendments to the Certificate of Formation that are required pursuant to this Agreement or Applicable Law and do all other acts requisite for the constitution of Royal Street as a limited liability company pursuant to the laws of the State of Delaware or any other Applicable Law and for enabling Royal Street or its Subsidiaries to conduct business in each applicable jurisdiction.

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     2.5. Purpose and Business; Powers; Scope of Members’ Authority.

          (a) Royal Street has been organized for the purpose of conducting the Business. Subject to the restrictions set forth in this Agreement, Royal Street is empowered to effect any purposes for which it was formed, including the exercise of all powers granted under the Act.

          (b) Except as otherwise expressly provided in this Agreement and notwithstanding the last sentence of Section 18-402 of the Act, no Member shall have any authority to bind or act for, or assume any obligations or responsibility on behalf of, any other Member.

          (c) Except as otherwise provided in the Act, the debts, obligations and liabilities of Royal Street, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of Royal Street, and no Member shall be obligated personally for any such debt, obligation or liability of Royal Street solely by reason of being a Member.

          (d) The Parties acknowledge and agree that, for business and operational purposes, each License secured by Royal Street will be assigned or transferred to a separate Holding Subsidiary, which shall be a disregarded entity for United States federal income tax purposes. Licenses that are found by the Management Committee to be economically or geographically related may be assigned or transferred to a single Holding Subsidiary.

          (e) Royal Street shall maintain its own bank accounts. All receipts and profits associated with the operation of the Royal Street Systems shall be deposited in Royal Street’s bank accounts.

     2.6. Principal Office; Registered Agent. The principal office of Royal Street shall be at PO Box 2365, Southampton, New York 11969. Subject to the terms hereof, Royal Street may change its place of business to such location or locations as may at any time or from time to time be determined by the Management Committee. The mailing address of Royal Street shall be such address as may be selected from time to time by the Management Committee. Royal Street shall maintain a registered office at The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name and address of Royal Street’s registered agent for service of process is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     2.7. Names and Addresses of Members. The names and addresses of the Initial Members are as follows:

C9 WIRELESS, LLC
PO Box 2365
Southampton, NY 11969
Attention: Robert Gerard

GWIPCS1,INC. 8144
Walnut Hill Lane

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Suite 800
Dallas, TX 75231
Attention: Vice President, General Counsel and Secretary

METROPCS WIRELESS, INC.
8144 Walnut Hill Lane
Suite 800
Dallas, TX 75231
Attention: Vice President, General Counsel and Secretary

     2.8. Partnership Treatment. It is intended that Royal Street will be treated as a partnership for United States federal, state and local income tax purposes rather than as an association taxable as a corporation. The Members agree to take any action requested by Royal Street that may be desirable to ensure that Royal Street is so treated. No Member shall take any action that is inconsistent with such treatment.

     2.9. Annual Budgets.

          (a) An employee of Royal Street designated by the Management Committee (“Budget Officer”) shall prepare the initial annual budget (the “Annual Budget”) for the twelve (12) month period beginning on the Effective Date, or such other period as the Management Committee may specify, and submit it to the Management Committee for its approval. Except as otherwise expressly provided in this Agreement, only the Management Committee, acting by majority vote, shall have the authority to modify the proposed Annual Budget on a line-by-line basis and shall endeavor to approve the Annual Budget within thirty (30) days of its submission (or such other time period as the Management Committee may establish).

          (b) For all Annual Budgets subsequent to the initial Annual Budget, the Budget Officer shall prepare and submit to the Management Committee at least ninety (90) days prior to the expiration of the twelve (12) month period covered by the immediately preceding Annual Budget, or such other date as the Management Committee shall direct in writing, a proposed Annual Budget for the following twelve (12) month period. Except as otherwise expressly provided in this Agreement, the Management Committee, acting by majority vote, shall have the authority to modify the proposed Annual Budget on a line-by-line basis and shall endeavor to approve the Annual Budget within thirty (30) days of its submission (or such other time period as the Management Committee may establish). If the Management Committee does not approve an Annual Budget before the then-current Annual Budget expires, the Royal Street Systems shall be operated in accordance with the Annual Budget for the prior twelve (12) month period until such time as the Management Committee approves a new Annual Budget.

          (c) Each proposed Annual Budget shall set forth, in reasonable detail, the projected items of cost and expenses of operating the Royal Street Systems during the relevant period, including capital expenditures, expenses, as well as the projected revenues, by source, for that period. In addition, the Annual Budget shall set forth the various items of capital expense projected for the relevant period, including, but not limited to, costs of site construction, improvements in technical facilities, expansion of system capacity and introduction of new services.

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          (d) The Management Committee may, in its discretion, adopt Annual Budgets on a fiscal year basis. To the extent necessary to employ a fiscal year Annual Budget and planning process, the Management Committee may, during the transition period, employ an Annual Budget or planning period of more than or less than twelve (12) months.

     2.10. Business Plans.

          (a) Royal Street shall establish a Planning Group (the “Planning Group”) consisting of such officers and management level persons as the Management Committee may select, provided that the majority of such members shall be employees of Royal Street or representatives of C9 Wireless and not employees or representatives of the MetroPCS Parties. The Planning Group shall prepare a business plan for the *** period commencing on the License Grant Date (“Business Plan”), in accordance with such direction as the Management Committee shall provide. Separate business plans may be developed for individual Markets, groups of Markets, or different market situations as the Management Committee shall direct. The Business Plan shall include appropriate schedules for deployment of the CMRS systems, capital and operating budgets and such other detail as the Management Committee shall specify. The Business Plan shall be designed to make the Royal Street Systems competitive in each of the Markets. The Business Plan shall be submitted to the Management Committee for its approval in accordance with such schedule as the Management Committee shall specify, but in all events the Planning Group shall submit the overall Business Plan for Royal Street to the Management Committee within sixty (60) days of the Effective Date. The Management Committee may approve the Business Plan as submitted, make such modifications as the Management Committee deems appropriate or require the Planning Group to revise the proposal and resubmit it to the Management Committee in accordance with such guidance and at such time as the Management Committee shall set.

          (b) At least sixty (60) days prior to the expiration of each twelve (12) month period covered by the Business Plan, the Planning Group shall prepare and submit to the Management Committee any proposed revisions to the Business Plan(s) which the Planning Group believes should be made in order to better achieve the goals for the Royal Street Systems, or any one or more of them. The Management Committee shall have the authority to approve, modify on a line-by-line basis or return the proposed revisions to the Planning Group for further revision. The Planning Group shall resubmit a revised Business Plan to the Management Committee within fifteen (15) days after its return to the Planning Group for revision.

          (c) The Planning Group also shall prepare and submit to the Management Committee a proposed Annual Business Plan (“Annual Business Plan”) for the twelve (12) month period beginning on the License Grant Date or such other period as the Management Committee may specify. Thereafter, the Planning Group shall prepare and submit to the Management Committee at least sixty (60) days prior to the expiration of the then-current Annual Business Plan, or such other date as the Management Committee shall direct in writing, a proposed Annual Business Plan for the following year or such other period as the Management Committee may decide. The Management Committee shall endeavor to approve, modify or return the proposed Annual Business Plan to the Planning Group for revision, within thirty (30) days of its submission by the Planning Group. The Planning Group shall resubmit any revised

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proposed Annual Business Plan within fifteen (15) days after its return to the Planning Group for revision.

          (d) Each proposed Annual Business Plan shall set forth in reasonable detail the goals and objectives for the forthcoming year (or agreed upon period).

ARTICLE 3
Representations and Warranties

     3.1. Representations and Warranties of C9 Wireless. GWI and the MPCS Member.

          As of the Effective Date hereof, each of C9 Wireless, GWI and the MPCS Member represents and warrants to the other that:

          (a) it has all requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement and all of the Ancillary Agreements;

          (b) this Agreement and each of the Ancillary Agreements being executed as of even date herewith has been duly executed and delivered by it and is a valid and binding agreement of it enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

          (c) no notices, reports or other filings are required to be made by it with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by it from, any Governmental Entity, in connection with its execution and delivery of this Agreement and each of the Ancillary Agreements being executed as of even date herewith, except those that have been made or obtained or that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to (x) result in a Material Adverse Effect on Royal Street or (y) prevent, materially delay or materially impair its ability to perform its obligations under this Agreement or any of the Ancillary Agreements being executed as of even date herewith;

          (d) the execution, delivery and performance by it of this Agreement and each of the Ancillary Agreements being executed as of even date herewith does not, and the consummation by it of the transactions contemplated thereby will not, constitute or result in (i) a breach or violation of, or a default under, its charter, by-laws and other constitutive documents, (ii) a breach of or violation of or a default under, or the acceleration of any obligations of or the creation of a Lien on its assets (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon it or any Applicable Law or governmental or non-governmental permit or license to which it is subject or (iii) any change in the rights or obligations of any party under any of such Contracts to which it is a party, except, in the case of clause (ii) or (iii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to (x) result in a Material Adverse Effect on Royal Street or (y) prevent, materially delay or materially impair its ability to perform its obligations under this Agreement or any of the Ancillary Agreements being executed as of even date herewith; and

          (e) there is no (i) legal action, claim, proceeding, investigation or controversy pending or, to its knowledge threatened against it, or (ii) judgment, order, award or consent-decree outstanding against or affecting it, which in either event is reasonably likely to

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(x) result in a Material Adverse Effect on Royal Street or (y) materially delay or materially impair its ability to perform its obligations under this Agreement or any of the Ancillary Agreements being executed as of even date herewith.

     3.2. Representations and Warranties of C9 Wireless.

          As of the Effective Date hereof, C9 Wireless represents and warrants to GWI that:

          (a) C9 Wireless is a duly organized limited liability company, validly existing and in good standing under the laws of the State of Delaware;

          (b) Schedule 3.2(b) hereto contains a complete and accurate listing of: (i) all “affiliates” of C9 Wireless within the meaning of the FCC Rules, specifically 47 C.F.R. Section 1.2110(c)(5); (ii) all “controlling interests” of C9 Wireless within the meaning of the FCC Rules, specifically 47 C.F.R. Section 1.2110(c)(2); (iii) all “affiliates of controlling interests of C9 Wireless within the meaning of the FCC Rules, specifically 47 C.F.R. Section 1.2110(b)(l); (iv) the “gross revenues” of C9 Wireless within the meaning of the FCC Rules, specifically 47 C.F.R. Section 1.2110(n) for each of the last three years; (v) the “total assets” of C9 Wireless within the meaning of the FCC Rules, specifically 47 C.F.R. Section 1.2110(o); and (vi) the “gross revenues” as previously defined in this Section 3.2(b)) of all “affiliates”, “controlling interests”, and “affiliates of controlling interests” (all as previously defined in this Section 3.2(b)) for each of the last three years;

          (c) Schedule 3.2(b) hereto sets forth, as of the Effective Date, any and all Persons or Entities having either a direct or indirect ownership interest in C9 Wireless;

          (d) C9 Wireless has access to sufficient funds (the “Financing”) to enable it to make the Capital Contributions required of it under Section 9.1. There are no conditions to the Financing other than conditions also set forth herein and other conditions customary for facilities of such type. C9 Wireless has no knowledge that the Financing will not be available on a timely basis when, as and if required pursuant to the provisions of Section 9.1;

          (e) C9 Wireless qualifies as an Entrepreneur and as a Very Small Business under the FCC Rules;

          (f) C9 Wireless is legally, technically, financially and otherwise qualified to hold PCS licenses; and

          (g) After the Effective Date, no Person shall be admitted as a member of C9 Wireless without the consent of GWI.

     3.3. Representations and Warranties of GWI and the MPCS Member.

          As of the Effective Date hereof, each of GWI and the MPCS Member represents and warrants to C9 Wireless that it is a duly organized corporation, validly existing and in good standing under the laws of the State of Delaware.

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ARTICLE 4
Covenants

     4.1. Eligible Entrepreneur and Very Small Business.

          (a) The Parties acknowledge that they intend for Royal Street to qualify as an Entrepreneur and a Very Small Business under the FCC Rules, and accordingly agree to cooperate in good faith with each other and to use reasonable efforts to make all necessary filings and other communications with the FCC which the Parties believe are reasonably necessary or appropriate to facilitate the processing and grant of any application for any License (provided that nothing contained in this Section 4.1 (a) shall (i) require any Party to agree to the amendment, modification or waiver of any provision of this Agreement, any of the Ancillary Agreements or any other agreements entered into by any of the Parties in connection with the transactions contemplated hereby, (ii) require the expenditure of funds by any Party other than as expressly provided for herein or in the Ancillary Agreements or (iii) impose any incremental substantive obligations on any Party which are not otherwise expressly provided for in this Agreement or the Ancillary Agreements).

          (b) C9 Wireless hereby covenants and agrees that, prior to the ***, before it or any direct or indirect Affiliate undergoes a Change of Control, acquires a new interest or investment in, or assumes a new officer, director or key management position with, any Person that may reasonably be expected to result in C9 Wireless’ loss or threatened loss of its status as an Entrepreneur or Very Small Business, once so qualified, it will consult with GWI concerning the Change of Control, acquisition, investment or position and shall not permit or make such Change of Control, acquisition, investment or assume such position where GWI reasonably concludes, and so notifies C9 Wireless in writing within ten (10) days following such initial consultation (and GWI shall be deemed to have consented to such action absent C9 Wireless’ receipt of such written notice within such period), that such action will result in C9 Wireless’ loss of its Entrepreneur or Very Small Business status.

          (c) Prior to the ***, neither C9 Wireless nor any Person that owns, directly or indirectly, any ownership interest in C9 Wireless, shall permit any direct or indirect Change of Control, sale, transfer, assignment, pledge (other than pledges of equity of C9 Wireless as permitted by Section 5.1 (d), and, subject to Section 5.1 (d), any foreclosures resulting therefrom), hypothecation, mortgage or other disposal or encumbrance of any beneficial or economic interest in its Voting Securities without the prior written consent of GWI, which consent may be withheld by GWI in its sole discretion.

          (d) During the term of this Agreement, the business of C9 Wireless shall be limited to activities related to the wireless telecommunications business in connection with C9 Wireless’ investment in Royal Street and, prior to the ***, C9 Wireless shall not undertake any actions or activities, nor permit any of its investors, shareholders, members or Affiliates to undertake any actions or activities, which could result in a loss of Royal Street’s status as an Entrepreneur and Very Small Business.

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     4.2. Maintenance of Financing.

          C9 Wireless shall (a) use all commercially reasonable efforts to maintain the availability of the Financing; (b) identify the sources of the Financing to GWI at the earliest practicable date; (c) provide written evidence of the Financing to GWI, which may include commitment letters or binding letters of intent, at any time and from time to time, as reasonably requested by GWI; (d) provide such additional information regarding the Financing as GWI or its advisors may reasonably request, and (e) not assume any indebtedness except indebtedness that: (i) would not jeopardize C9 Wireless’ or Royal Street’s status as an Entrepreneur or a Very Small Business or otherwise adversely affect the designated entity qualifications of Royal Street pursuant to Section 4.1(d) or (ii) is not secured by any Liens or interests in property that would be in derogation of MetroPCS Wireless’ security interests or would violate the Financing. The Parties acknowledge and agree that in no event shall any lender to C9 Wireless or other provider of the Financing be deemed to have or be given any control under this Agreement, any of the Ancillary Agreements, the constituent documents of C9 Wireless or otherwise to control Royal Street, C9 Wireless or any of their respective Affiliates.

     4.3. [Intentionally deleted]

     4.4. Successful Bidder. If Royal Street is a Successful Bidder, as soon as practicable following the conclusion of Auction No. 58, the Members shall cause Royal Street to create a schedule, which schedule shall be subject to the approval of the Initial Members (the “Auction Schedule”), setting forth (i) each License granted to Royal Street in Auction No. 58, (ii) the purchase price paid by Royal Street for such License, and (iii) the amount of each Bidding Credit granted to Royal Street in Auction No. 58 in connection with such License.

     4.5. Third Party Financing. If Royal Street requires financing over and above the amounts available to it under the Credit Agreement, and MetroPCS Wireless is unwilling or unable to provide such financing on terms reasonably acceptable to Royal Street, then Royal Street will use reasonable efforts to secure such financing from unaffiliated third parties on commercially reasonable terms in accordance with Section 4.2 hereof.

     4.6. Competition.

          (a) During the term of this Agreement, neither C9 Wireless nor any of its Affiliates (other than Royal Street), directly or indirectly, shall:

               (i) participate in Auction No. 58 other than through Royal Street in accordance with the terms of this Agreement;

               (ii) participate in any other auction for, or otherwise acquire, wireless spectrum allocated for telecommunications services in the United States; or

               (iii) engage in any retail CMRS activity that would be competitive with GWI’s or MetroPCS’s products and services or Royal Street’s Products and Services in any of the markets in which any MetroPCS Party is the licensee of a CMRS system, or is a lessee of PCS spectrum or reseller of PCS.

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          (b) The Parties acknowledge that the MetroPCS Parties currently engage in, and will in the future engage in, activities that are competitive with Royal Street Products and Services, and agree that nothing in this Agreement or any Ancillary Agreement shall preclude the MetroPCS Parties from continuing to engage in any such activity without restriction. The Parties further acknowledge that the MetroPCS Parties from time to time might obtain FCC licenses through the acquisition of entities that hold FCC licenses or otherwise, and agree that nothing in this Agreement or any Ancillary Agreement shall preclude the MetroPCS Parties from continuing to engage in any such acquisitions or activity outside of Auction No. 58 without any obligation or liability to Royal Street or to any of its Members.

          (c) The Parties further acknowledge and agree that investors in the MetroPCS Parties may have, or from time to time may acquire, interests in other companies that hold FCC licenses, or are seeking to acquire FCC licenses, or access to spectrum through auction, lease, acquisition or otherwise, and that such companies may engage in activities that are competitive with Royal Street products and services.

          (d) Notwithstanding anything to the contrary in this Agreement, the MetroPCS Parties may enter into a joint venture, alliance or other cooperative relationship with an Entrepreneur or Very Small Business other than C9 Wireless.

          (e) Neither Royal Street nor any Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the other Members described in this Section 4.6 or to the income or proceeds derived therefrom. Except as otherwise provided herein, no Member shall incur any liability to Royal Street or to any other Member as a result of engaging in any other business or venture.

     4.7. Cooperation. The Parties hereby covenant and agree that if the participation of any of them as a Member of Royal Street or their performance of their obligations hereunder results in a regulatory limitation on any Member’s ability to pursue its business objectives outside Royal Street, including regulatory limitations on the amount of spectrum in which any Party may have an interest, the Members shall cooperate in good faith in reasonable respects to resolve any such regulatory limitation in a manner that is in the best long term interests of Royal Street and the Members (provided that nothing contained in this section shall (A) require any Party to agree to the amendment, modification or waiver of any provision of this Agreement, any of the Ancillary Agreements or any other agreements entered into by any of the Parties in connection with the transactions contemplated hereby or (B) require the expenditure of funds by any Party other than as expressly provided for herein or in the Ancillary Agreements).

     4.8. Compliance With Law. C9 Wireless covenants and agrees that, as the controlling Member of Royal Street, C9 Wireless will not knowingly allow or cause Royal Street to materially violate applicable FCC Rules (including FCC Rules pertaining to status as an Entrepreneur or Very Small Business).

     4.9 Maintenance of Records. C9 Wireless shall maintain its records, books of account and bank accounts separate and apart from those of the shareholder(s), principals and Affiliates of C9 Wireless, the Affiliates of the shareholder of C9 Wireless or any other Person, and shall observe such formalities as are necessary to preserve the separate identity of C9

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Wireless from that of its shareholders, principals and Affiliates, the Affiliates of the shareholder(s) of C9 Wireless or any other Person.

ARTICLE 5
Transfer Restrictions

     5.1. Transfers.

          (a) Subject to Sections 5.l(b), (c) and (d), each Member agrees that it shall not Transfer, directly or indirectly, or permit any Transfer of, directly or indirectly, in any single transaction or series of related transactions, any or all of the LLC Units that are Beneficially Owned by it until the ***, except (i) with the written approval of the Initial Members, (ii) pursuant to the Put (if exercisable prior thereto in accordance with the terms and conditions of Section 5.4), or (iii) pursuant to the exercise by GWI of its Rights of First Refusal in accordance with the terms and conditions of Section 5.2. Notwithstanding the foregoing, in no event shall any Member Transfer, directly or indirectly, or permit any Transfer of, directly or indirectly, in any single transaction or series of related transactions, less than all of the LLC Units that are Beneficially Owned by it.

          (b) Notwithstanding anything to the contrary in Section 5.1 (a), any Initial Member may at any time Transfer all, but no less than all, of its LLC Units to one or more of its Affiliates without the prior written consent of any other Initial Member; provided, that (i) contemporaneously with any such Transfer of LLC Units any such Affiliate becomes a party to a counterpart of this Agreement, (ii) such Transfer will not result in a termination of Royal Street under Code Section 708(b)(l)(B), (iii) any required consent or approval from a Governmental Entity has been obtained, if prior consent or approval is required, or sought, if consent or approval may be obtained after the fact, (iv) such Affiliate shall remain an Affiliate during the term of this Agreement, and (v) such Transfer does not adversely affect the qualifications of Royal Street under the FCC Rules as an “Entrepreneur” or as a “Very Small Business”.

          (c) Notwithstanding anything to the contrary in Section 5.1 (a), GWI shall be free to Transfer its LLC Units without the consent of any Member to any Person to which GWI is assigning or transferring all or substantially all of the FCC authorizations issued to GWI provided such assignment or transfer has been approved by the FCC and provided further, that (i) contemporaneously with any such Transfer of LLC Units any transferee of GWI’s LLC Units becomes a party to a counterpart of this Agreement, and (ii) any required consent or approval from a Governmental Entity has been obtained, if prior consent or approval is required, or sought, if consent or approval may be obtained after the fact.

          (d) C9 Wireless may pledge any or all of its LLC Units to a lender, subject to the condition that (i) such lender may not in any event foreclose upon its security interest in such LLC Units (either directly or through a foreclosure on the equity interests in C9 Wireless) at any time prior to the *** if such foreclosure would result in the loss of any License or a requirement by Royal Street to make any Unjust Enrichment Payment which would not otherwise have been lost or made, respectively, (ii) lender must provide C9 Wireless and GWI prior written notice of its intention to foreclose at least ten (10) days prior to taking any action,

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and (iii) lender must agree to allow C9 Wireless ten (10) days, following receipt of notice by both C9 Wireless and GWI, to cure any default.

          (e) Notwithstanding anything in this Agreement that might be construed to the contrary, C9 Wireless agrees that it shall not transfer or offer to transfer any portion of its LLC Units to a non-Member prior to the expiration of the *** and subject to the GWI rights of first refusal established in Sections 5.2 and 5.3.

     5.2. Right of First Refusal for Transfer of LLC Units.

          (a) Subject to Section 5.4(f), in the event that any Member other than a MetroPCS Party (the “Exiting Member”) has received a Bona Fide Offer from a third party to, and proposes to, Transfer its LLC Units to such third party, in accordance with and subject to the limitations set forth in Section 5.1, then, prior to Transferring such LLC Units (the “Transferred Securities”), the Exiting Member shall promptly deliver a written notice (the “Transfer Notice”) to Royal Street and the other Members stating that the Exiting Member proposes to Transfer the Transferred Securities. The Transfer Notice shall (i) specify the proposed purchase price for, and all other material terms with respect to, the sale of the Transferred Securities, (ii) identify the proposed purchaser, (iii) specify the date scheduled for the Transfer (which date shall not be less than sixty (60) days after the date the Transfer Notice is delivered), and (iv) have attached thereto a copy of such Bona Fide Offer, and any ancillary agreements or documents, containing all of the material terms and conditions on which the Transferred Securities are to be sold.

          (b) By written notice (an “Election Notice”) delivered to Royal Street, the Exiting Member and the other Members within sixty (60) days after receipt of a Transfer Notice, GWI shall have the right to purchase all or a portion of the Transferred Securities on terms and conditions equal to the proposed purchase price of the Transferred Securities; provided, that if the Exiting Member proposes to transfer the Transferred Securities in a transaction that would qualify in whole or in part as a tax-free exchange, then the Exiting Member and GWI shall use commercially reasonable efforts to structure the acquisition by GWI of the Transferred Securities to receive similar tax-free treatment; provided, further, that the inability of an Exiting Member and GWI to so structure the acquisition by GWI of the Transferred Securities shall not relieve the Exiting Member from its obligation to Transfer the Transferred Securities to GWI, and GWI shall have no obligation to pay any resulting Tax; provided, finally, that if the Transfer of the Transferred Securities to the proposed purchaser would trigger an Unjust Enrichment Payment that would not otherwise be triggered if GWI or its designee were the purchaser, then the purchase price shall be reduced by the amount of the Unjust Enrichment Payment. An Exiting Member shall be prohibited from delivering a new Transfer Notice relating to the sale of the Transferred Securities to the purchaser proposed in its initial Transfer Notice, or any Affiliate of such proposed purchaser, until after the sixty (60) day period following GWI’s receipt of the initial Transfer Notice in the event that GWI does not elect to purchase the Transferred Securities, or until after the ROFR Termination Date, as it may be extended in accordance with this Section 5.2, in the event that GWI does elect to purchase the Transferred Securities.

          (c) If GWI shall have elected to purchase the Transferred Securities in accordance with Section 5.2(b), the Exiting Member and GWI shall use reasonable efforts, including reasonable efforts to obtain all regulatory approvals, to consummate the closing of the

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purchase of the Transferred Securities as soon as practicable and in any event within *** after the date of the Election Notice in the event that no regulatory approval is required, and within *** after the date of the Election Notice in the event that any regulatory approval is required. In the event that any regulatory approval is required, an application for such regulatory approval shall be filed no later than sixty (60) days following the date of the Election Notice and the closing of the purchase of the Transferred Securities shall occur no later than ten (10) days following receipt of all required regulatory approvals by Final Order, and the “ROFR Termination Date” shall be either (i) the 10^th day following receipt of all required regulatory approvals by Final Order or (ii) the date on which any required regulatory approval is denied by Final Order, whichever occurs first. In the event that the Parties have complied with this Section 5.2(c) but any required regulatory approvals are not obtained within such *** period, the ROFR Termination Date may be extended by either the Exiting Member or GWI until such approvals are received or denied by a Final Order, but in no event for a period of more than an additional ***. Any such closing shall be subject to the condition precedent that any required consent or approval from any Governmental Entity shall have been obtained.

          (d) In the event that GWI does not elect to purchase the Transferred Securities, GWI may designate another Person to purchase the Transferred Securities, and the Exiting Member shall sell the Transferred Securities to such designated purchaser, provided, however, that such designated purchaser shall comply with the terms and conditions set forth in this Section 5.2 that would otherwise have applied to GWI; provided, further, that if the Transfer of the Transferred Securities to such designated purchaser would trigger an Unjust Enrichment Payment that would not otherwise be triggered if the Exiting Member sold the Transferred Securities to the proposed purchaser, then the purchase price shall not be reduced by the amount of the Unjust Enrichment Payment.

          (e) In the event that GWI does not elect to purchase the Transferred Securities itself or designate another Person to purchase the Transferred Securities pursuant to Section 5.2(d) (or fails to consummate such purchase prior to the ROFR Termination Date, as it may be extended, due to the failure to obtain regulatory approvals for reasons that are attributable specifically to GWI), the Exiting Member will be free, at any time within *** after the ROFR Termination Date or the expiration of the time in which the Election Notice shall be required to be delivered without delivery thereof, as applicable, to consummate a sale of the Transferred Securities to the proposed purchaser identified in the Transfer Notice on terms not less favorable to the Exiting Member than those set forth therein and at the same price; provided, that the closing of the transaction contemplated by such Election Notice may be extended by the Exiting Member for *** in the event that any required approval or consent from any Governmental Entity shall not have been obtained at such time; provided, further, that such Exiting Member shall not permit the purchaser to Transfer its right to purchase the Transferred Securities to a third party. In the event that no Transfer of such Transferred Securities occurs within the *** deadline (or within the *** deadline if the *** extension is exercised), then the terms and conditions of this Section 5.2 shall be reinstated and GWI may exercise its rights pursuant to this Section 5.2 as if it is the first instance of such exercise.

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          (f) The rights and obligations of this Section 5.2 shall apply to any and all Transfers by an Exiting Member or a subsequent purchaser of Transferred Securities.

     5.3. Right of First Refusal in Event of Disposition of Royal Street Assets.

           (a) Until such ***, Royal Street shall not have the right to cause any direct or indirect sale, Transfer or other disposition of any beneficial or economic interest in any Royal Street Assets, except in the ordinary course of the operation of the Royal Street Systems (a “Disposition”).

          (b) After ***, if Royal Street receives a Bona Fide Offer to effect a Disposition of any Royal Street Assets, and the Management Committee votes to accept the offer, then, prior to the Disposition of such Royal Street Assets (the “Disposition Assets”), Royal Street shall promptly deliver a written notice (the “Disposition Notice”) to GWI stating that Royal Street proposes to effect a Disposition of the Disposition Assets. The Disposition Notice shall (i) specify the proposed purchase price for, and all other material terms with respect to the sale of the Disposition Assets, (ii) identify the proposed purchaser, (iii) specify the date scheduled for the transfer of the Disposition Assets (which date shall not be less than sixty (60) days after the date the Disposition Notice is delivered) and (iv) have attached thereto a copy of such Bona Fide Offer, which shall contain all of the material terms and conditions on which the Disposition Assets are to be sold.

          (c) By written notice (a “Disposition Election Notice”) delivered to Royal Street, GWI shall have the right to purchase all or a portion of the Disposition Assets on terms and conditions no less favorable to Royal Street than, and at a price equal to, the proposed purchase price of such Disposition Assets; provided, that if Royal Street proposes to transfer the Disposition Assets in a transaction that would qualify in whole or in part as a tax-free exchange, then Royal Street and GWI shall use commercially reasonable efforts to structure the acquisition by GWI of the Disposition Assets to receive similar tax-free treatment; provided, further, that the inability of Royal Street and GWI to so structure the acquisition by GWI of the Disposition Assets shall not relieve Royal Street from its obligation to transfer the Disposition Assets to GWI, and GWI shall have no obligation to pay any resulting Tax; provided, finally, that if the Disposition of the Disposition Assets to the proposed purchaser would trigger an Unjust Enrichment Payment that would not otherwise be triggered if GWI or its designee were the purchaser, then the purchase price shall be reduced by the amount of the Unjust Enrichment Payment. Royal Street shall be prohibited from delivering a new Disposition Notice relating to the sale of the Disposition Assets to the purchaser proposed in its initial Disposition Notice, or any Affiliate of such proposed purchaser until after the sixty (60) day period following GWI’s receipt of the initial Disposition Notice in the event that GWI does not elect to purchase the Disposition Assets, or until after the Disposition ROFR Termination Date, as it may be extended in accordance with this Section 5.3(d), in the event that GWI does elect to purchase the Disposition Assets.

          (d) If GWI shall have elected to purchase the Disposition Assets in accordance with Section 5.3, Royal Street and GWI shall use reasonable efforts, including reasonable efforts to obtain all regulatory approvals, to consummate the closing of the purchase

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of the Disposition Assets as soon as practicable and in any event within sixty (60) days after the date of the Disposition Election Notice in the event that no regulatory approval is required, and within *** after the date of the Disposition Election Notice in the event that any regulatory approval is required. In the event that any regulatory approval is required, an application for such regulatory approval shall be filed no later than sixty (60) days following the date of the Disposition Election Notice and the closing of the purchase of the Disposition Assets shall occur no later than ten (10) days following receipt of all required regulatory approvals by Final Order, and the “Disposition ROFR Termination Date” shall be either (i) the 10^th day following receipt of all required regulatory approvals by Final Order or (ii) the date on which any required regulatory approval is denied by Final Order, whichever occurs first. In the event that the Parties have complied with this Section 5.3(d) but any required regulatory approvals are not obtained within such *** period, the Disposition ROFR Termination Date may be extended by either Royal Street or GWI until such approvals are received or denied by a Final Order, but in no event for a period of more than an additional ***. Any such closing shall be subject to the condition precedent that any required consent or approval from any Governmental Entity shall have been obtained.

          (e) In the event that GWI does not elect to purchase the Disposition Assets, GWI may designate another Person to purchase the Disposition Assets, and Royal Street shall, subject to the receipt of any required approval from a Governmental Entity, sell the Disposition Assets to such designated purchaser, provided, that such designated purchaser shall comply with the terms and conditions set forth in this Section 5.3 that would otherwise have applied to GWI.

          (f) In the event that GWI does not elect to purchase the Disposition Assets itself or designate another Person to purchase the Disposition Assets pursuant to Section 5.3(e) (or fails to consummate such purchase prior to the Disposition ROFR Termination Date, as it may be extended, due to the failure to obtain regulatory approvals for reasons that are attributable specifically to GWI), then Royal Street will be free, at any time within *** after the Disposition ROFR Termination Date or the expiration of the time a Disposition Election Notice shall be required to be delivered without delivery thereof, as applicable, to consummate a sale of the Disposition Assets to the proposed purchaser identified in the Disposition Notice on terms not less favorable to Royal Street than those set forth therein and at the same price; provided, that the closing of the transaction contemplated by such Disposition Notice may be extended by Royal Street for *** in the event that any required approval or consent from any Governmental Entity shall not have been obtained at such time; provided, further, that Royal Street shall not permit the purchaser to Transfer its right to purchase the Disposition Assets to a third party. In the event that no Transfer of such Disposition Assets occurs within the *** deadline (or within the *** deadline if the *** extension is exercised), then the terms and conditions of this Section 5.3 shall be reinstated and GWI may exercise its rights pursuant to this Section 5.3 as if it is the first instance of such exercise.

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     5.4. C9 Wireless’ Put Rights.

          (a) Right to Sell to GWI. On the terms and subject to the conditions of this Section 5.4, C9 Wireless shall have the following rights and options:

               (i) to sell to GWI, and upon the exercise of such right and option GWI shall purchase from C9 Wireless, all of C9 Wireless’ LLC Interest (the “Royal Street Put”); and

               (ii) to cause Royal Street to sell to GWI, and upon the exercise of such right and option GWI shall purchase from Royal Street, all of Royal Street’s membership interest in a Holding Subsidiary (the “Holding Subsidiary Put”) (the Royal Street Put and the Holding Subsidiary Put, collectively referred to as the “Put”).

          (b) Period for Exercise.

                (i) C9 Wireless may exercise the Royal Street Put by delivery of an Exercise Notice during any of the following periods: (A) during the period beginning on the earlier of (I)***, subject to applicable notice provisions, or (II) the date that is *** prior to the *** , and ending on the date that is *** prior to the *** (“First Put Exercise Period”); (B) during the sixty-day period ending on the date that is *** prior to the *** (“Second Put Exercise Period”); or (C) during the sixty-day period ending on the date that is *** prior to the ***. (“Third Put Exercise Period”); and

               (ii) C9 Wireless may exercise the Holding Subsidiary Put by delivery of an Exercise Notice during any of the periods described in Section 5.4(b)(i) above, provided that such exercise periods shall be determined solely with respect to the Licenses held by such Holding Subsidiary.

          (c) Exercise of Put. C9 Wireless shall exercise the Put by delivering to GWI and Royal Street written notice (“Exercise Notice”) of its exercise of the Put. Any such written notice shall be irrevocable, except as contemplated by Section 5.4(f). In the event that (i) C9 Wireless intends to exercise the Put but is prevented under Applicable Law from delivering the Exercise Notice to GWI for more than sixty (60) days, and (ii) C9 Wireless draws upon the letters of credit described in Section 5.4(h), then C9 Wireless shall be obligated to exercise the Put and deliver the Exercise Notice as soon as practicable under Applicable Law.

          (d) Purchase and Sale of Put Interest:

               (i) Following the exercise of the Put, C9 Wireless or Royal Street shall transfer to GWI its entire LLC Interest or the membership interest in the Holding Subsidiary, as the case may be (the “Put Interest”), and GWI shall purchase the Put Interest for the applicable purchase price determined in accordance with this Section 5.4. The closing of the purchase and sale of the Put Interest shall take place on the later of the date that is (x) ten (10) days after a Final Order approving the transfer of the Put Interest from C9 Wireless or Royal Street to GWI, (y) unless the Parties shall have otherwise expressly elected to permit an earlier closing date, or (z) solely in the event that such closing otherwise would occur prior to the ***

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*** and would result in Royal Street being required to make an Unjust Enrichment Payment, the earliest date on which Royal Street would not be required to make any Unjust Enrichment Payment as a result of the transfer of the Put Interest from C9 Wireless or Royal Street, as the case may be, to GWI; provided that if the date described in clause (x) occurs prior to the date described in clause (z), GWI may, at its sole option, elect to close on the later of the date described in clause (x) or the date described in clause (z) (unless the Parties shall have expressly elected to permit the closing to occur prior to the ***, in which event GWI may elect to close on the date described in clause (x)). The date of the closing of the purchase and sale of the Put Interest shall be hereinafter referred to as the “Put Closing Date.” At the Put Closing Date, C9 Wireless or Royal Street, as the case may be, shall deliver to GWI customary written instruments of transfer and assignment of the Put Interest being sold in form reasonably satisfactory to GWI. Any Put Interest so transferred and assigned to GWI shall be transferred and assigned free and clear of all Liens, other than those created hereunder or by GWI, and with customary terms, conditions, representations and warranties pertaining to the Licenses and title to the Licenses. Upon the delivery of such instruments of transfer and assignment, GWI shall pay on the Put Closing Date the applicable purchase price to C9 Wireless or Royal Street, as the case may be, in immediately available funds. Notwithstanding anything herein to the contrary, including without limitation any provision dealing with distributions set forth in Article 10 or Article 13, in the event such funds are paid to Royal Street as a result of the exercise of the Holding Subsidiary Put, Royal Street shall promptly distribute such amounts to C9 Wireless. Upon the closing of any such transfer and assignment, the respective LLC Interests of C9 Wireless and GWI shall be revised, if necessary, to reflect such transfer and assignment to GWI.

               (ii) C9 Wireless and GWI shall use reasonable efforts, including reasonable efforts to obtain all required regulatory approvals, to consummate the closing of the purchase of the Put Interest as soon as practicable and in any event within thirty (30) days after the date of the Exercise Notice in the event that no regulatory approval is required, and within *** after the date of the Exercise Notice in the event that any regulatory approval is required, in each case subject to the timing limitations of Section 5.4(d)(i) above and to avoid taking actions, or failing to take actions that would materially adversely affect the value of the Licenses. In the event that any regulatory approval is required, an application for such regulatory approval shall be filed as soon as practicable, and in any event no later than sixty (60) days following the date of the Exercise Notice and the closing of the purchase of the Put Interest shall occur no later than ten (10) days following receipt of all required regulatory approvals, in each case subject to the timing limitations of Section 5.4(d)(i) above. In the event that any required regulatory approval is not obtained within such *** period, the closing date may be extended by either C9 Wireless or GWI until such approvals are received or denied by a Final Order, subject to Section 5.4(f). Any such closing shall be subject to the condition precedent that any required consent or approval from any Governmental Entity shall have been obtained.

          (e) Purchase Price. The purchase price for the Put Interest shall be calculated as follows:

               (i) If the date of the Exercise Notice is a date falling in the First Put Exercise Period and the Put Closing Date occurs on or after the ***, the

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purchase price for the Put Interest shall be ***. If the date of the Exercise Notice is a date falling in the Second Put Exercise Period, the purchase price for the Put Interest shall be ***. If the date of the Exercise Notice is a date falling in the Third Put Exercise Period, the purchase price for the Put Interest shall be ***. In each case, the purchase price shall be ***.

               (ii) If the date of the Exercise Notice is a date falling in the First Put Exercise Period and the Put Closing Date occurs prior to the ***, the purchase price for the Put Interest shall be the amount of ***; provided, that if the Put Closing Date is a date falling on or before the date that is *** after the Effective Date, the purchase price for the Put Interest shall be calculated ***, and, provided further, that if the transaction arising out of the exercise of the Put gives rise to an obligation to make an Unjust Enrichment Payment to the FCC pursuant to Section 1.2111, of the FCC Rules (or any similar rule) then the purchase price for the Put Interest shall be reduced by an amount equal to the Unjust Enrichment Payment.

               (iii) For purposes of subsections (i) and (ii) above, if the Put Interest is a membership interest in a Holding Subsidiary, the Purchase Price shall be calculated by taking into account only that portion of C9 Wireless’ Capital Contribution to Royal Street that is properly allocated to such Holding Subsidiary based on the value of such Holding Subsidiary in proportion to the aggregate value of all the Holding Subsidiaries.

                (iv) At GWI’s sole option, if the common stock of *** is publicly traded on either the NASDAQ National Market System or the New York Stock Exchange on the Put Closing Date, GWI may pay all or a portion of the purchase price for the Put Interest in common stock of *** that is freely transferable under the Securities Act and all applicable state securities laws. For purposes of determining the number of shares of common stock required to be delivered on the Put Closing Date, the value of each share of common stock to be delivered shall be the lesser of (A)***

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***; provided, however, that GWI may not pay any portion of the purchase price with *** common stock to the extent that the common stock to be delivered exceeds 2% of the total *** common stock held by non-affiliates that is freely transferable under the Securities Act and all applicable state securities laws as of the Put Closing Date.

          (f) If any of the events described in Sections 13.2(a)(i), 13.2(a)(ii), 13.2(a)(iii) or 13.2(a)(iv) occur, or if any of the events described in Section 12.3(b) occur, then the provisions (including any pricing provisions) of the relevant subsections of Section 12.3, and not the provisions of Section 5.4, shall apply to any subsequent purchase by GWI of C9 Wireless’ LLC Interest.

          (g) With respect to the exercise of the Put Interest, the parties shall use their best efforts to structure the purchase and sale of the Put Interest so as to minimize the taxes to be paid by C9 Wireless or Royal Street, as the case may be.

          (h) Letter of Credit Agreement. *** to secure GWI’s obligation to purchase the Put Interest upon C9 Wireless’ exercise of the Put, GWI hereby agrees to execute a Letter of Credit Agreement in substantially the form attached hereto as Exhibit A, pursuant to which a MetroPCS Party shall be required to provide certain letters of credit. C9 Wireless shall provide five (5) days prior written notice to GWI of its intent, if any, to draw on any such letters of credit. ***

     5.5. [Intentionally deleted].

     5.6. Allocation Between Transferor and Transferee. If a Transfer of an interest in Royal Street occurs during any Fiscal Year, Profits, Losses, each item thereof and all other items attributable to such interest for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Management Committee.

ARTICLE 6
Management of Royal Street

     6.1. Management of Royal Street.

          (a) It is the intention of the Parties for this Agreement to accord C9 Wireless control of Royal Street as provided in Sections 1.2110 and 24.720 of the FCC Rules. If any provision of this Agreement is deemed by the FCC to be inconsistent with this intention, the Parties shall cooperate in good faith in all reasonable respects to reform this Agreement in a manner that is consistent with the Parties’ intention (provided that nothing contained in this paragraph shall require any Party to agree to the amendment, modification or waiver of any other article of this Agreement or of any of the provisions of the Ancillary Agreements or any other

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agreement entered into by any of the Parties in connection with the transactions contemplated hereby, or shall require any Party to agree to any amendment, modification or waiver of any provision of this Agreement other than with respect to matters directly relating to the governance of Royal Street as currently contemplated by this Agreement).

          (b) The Members hereby establish a Management Committee (the “Management Committee”) to be composed of such number of individuals as the Members shall from time to time agree. The Management Committee shall consist initially of five (5) individuals (each a “Manager”), who shall be designated as provided in Sections 6.1(c) and 6.1(d). The Members, in such capacity, shall have no part in the management of Royal Street notwithstanding the last sentence of Section 18-402 of the Act, and shall have no authority or right to act on behalf of or bind Royal Street in connection with any matter, except as expressly set forth in the Act, unless duly authorized by the Management Committee pursuant to this Agreement and to the extent permitted by FCC Rules. The Management Committee shall elect from among its members, a Chairman of the Management Committee (the “Chairman”). Notwithstanding the foregoing, no officer, director, general partner or employee of any of the MetroPCS Parties shall be appointed as a C9 Wireless Manager (as defined in Section 6.1(c) below).

          (c) Initially, C9 Wireless shall appoint three (3) individuals to serve as Managers (the “C9 Wireless Managers”) and GWI shall appoint two (2) individuals to serve as Managers (the “GWI Managers”); provided, however, that no Member shall appoint any individual that would result in Royal Street not qualifying as an Entrepreneur or Very Small Business. C9 Wireless also shall appoint the Chairman of the Management Committee from among the C9 Wireless Managers. The parties acknowledge and agree that C9 Wireless initially appoints Robert Gerard as one of the C9 Wireless Managers and designates Mr. Gerard as the initial Chairman. Pending the appointment by C9 Wireless of the two (2) remaining C9 Wireless Managers, or in the event of a future vacancy with respect to a C9 Wireless Manager position, the Chairman shall be entitled to vote on behalf of such vacant C9 Wireless Manager or Managers so that the C9 Wireless Manager or Managers shall at all times maintain majority voting rights of the Management Committee, with the further understanding that C9 Wireless shall use its best efforts to fill any such vacancy within ninety (90) days. If the authorized number of Managers on the Management Committee is changed for any reason, C9 Wireless shall be entitled to appoint, at a minimum, a majority of the Managers regardless of the number of Managers comprising the Management Committee at any given tune and GWI shall be entitled to appoint the remainder of such Managers.

          (d) Subject to Section 6.1 (b)_, each of C9 Wireless and GWI shall have complete discretion with respect to the designation and replacement of its representatives to the Management Committee, including with respect to the filling of any vacancies. If any Member decides to change any of its representatives, such Member shall provide written notice of such change to Royal Street and the other Members.

          (e) The Management Committee and its designees shall have the power on behalf and in the name of Royal Street to carry out any and all of the objects and purposes of Royal Street contemplated by Section 2.5 and to perform or authorize all acts which they may deem necessary or advisable in connection therewith. Subject to Section 6.1(g), all

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determinations, decisions and actions made or taken by the Management Committee in accordance with this Agreement shall be passed by a simple majority vote of the Management Committee.

          (f) Without limiting the foregoing provisions of this Section 6.1, the Management Committee and its designees shall have the following powers:

               (i) to execute and deliver or to authorize the execution and delivery of real and personal property (whether leased or owned), Contracts, deeds, licenses, instruments of transfer and other documents in the ordinary course of business on behalf of Royal Street;

               (ii) to employ, retain, consult with and dismiss such personnel as may be required;

               (iii) to establish and enforce limits of authority and internal controls with respect to all personnel and functions;

               (iv) to engage attorneys, consultants, accountants and other agents, professionals and representatives of and for Royal Street;

               (v) to develop or cause to be developed accounting procedures for the maintenance of Royal Street’s books of account;

               (vi) to make all Tax elections (except elections under Code Sections 704(c) and 754) in a manner which, unless the Initial Members otherwise agree, will maximize or accelerate Tax deductions or minimize or defer taxable income;

               (vii) to make the selection of the type of technology used in the Business or changes to such technology;

               (viii) to make pricing decisions with respect to products and services offered pursuant to the Business;

               (ix) to change the Fiscal Year of Royal Street;

               (x) to employ, discharge or replace any manager for any or all of the Royal Street Systems;

               (xi) to determine the trademarks under which Royal Street will market its services; and

               (xii) to do all such other acts as shall be specifically authorized in this Agreement or by the Initial Members unanimously in writing from time to time.

          (g) Notwithstanding the foregoing, but subject to the other express provisions of this Agreement and the transactions contemplated hereby (including those provisions relating to the transfer of LLC Interests and assets of Royal Street in Sections 5.2, 5.3, 5.4 and 12.3, which shall not require such consent of the GWI Managers), no action shall be taken with respect

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to any of the matters enumerated below without the approval of *** of the members of the Management Committee:

               (i) The acquisition by Royal Street of any broadband radio spectrum license that is neither in an MTA in which Royal Street holds a License nor in an MTA adjacent to an MTA in which Royal Street holds a License;

               (ii) Approval of annual financial statements;

               (iii) Changes in the compensation for Royal Street senior management, including the adoption of any equity compensation plan or scheme, except for routine cost-of-living adjustments in the ordinary course of business;

               (iv) So long as no MetroPCS Party is in default under the Credit Agreement, any expenditure, or the incurrence of indebtedness in any single transaction or series of related transactions, in an amount in excess of *** of the aggregate Annual Budget unless such item is included in an approved Annual Budget, or a deviation of more than *** from any line item in an Annual Budget;

               (v) The direct or indirect sale, lease, exchange, transfer, disposal or other disposition of any beneficial or economic interest in any (A) Material Spectrum License, or (B) any Royal Street Asset or Business (except transfers to a Holding Subsidiary and transfers made pursuant to the Put) in any single transaction or series of related transactions with a Fair Market Value in excess of ***;

               (vi) Any material amendments to the organizational documents of Royal Street, any change in the size of the Management Committee, or any fundamental change in Royal Street’s Business or its corporate or capital structure, including a merger, consolidation or dissolution, or conversion to a corporation, excluding those amendments or other changes that do not materially adversely affect MetroPCS;

               (vii) Any transaction not in the ordinary course of business, except as otherwise expressly provided herein;

                (viii) Any deviation of more than *** from the aggregate Annual Budget approved by the Management Committee or any deviation of more than *** from any line item in such Annual Budget;

               (ix) The declaration and amount of any distributions other than those described in Section 10.2(d);

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               (x) Subject to Section 8.1, the admission of any Additional Members, the redemption or purchase of any Membership Interests, or the issuance of any new or additional Membership Interests or any option, warrant or other debt or equity interest convertible into or evidencing the right to acquire (whether or not for additional consideration) any Membership Interest in Royal Street, except as contemplated by Sections 5.2 and 5.4(f); and

               (xi) The voluntary initiation or continuation by Royal Street of bankruptcy or Liquidation proceedings or the appointment of a liquidating trustee in the event of the Liquidation of Royal Street.

     6.2. Place of Management Committee Meetings. Meetings of the Management Committee (each, a “Management Committee Meeting”) shall be held at the principal office of Royal Street, or at such other place as the Managers shall mutually agree.

     6.3. Meetings. A Management Committee Meeting may be called by any Manager for any matter which is appropriate for consideration thereat. Management Committee Meetings shall be held from time to time, but no fewer than once in each calendar year. Meetings shall be chaired by the Chairman of Royal Street, and the Secretary of the Management Committee Meeting shall be appointed by the CEO of Royal Street.

     6.4. Telephonic Meetings. Management Committee Meetings may be held through the use of conference telephone or similar communications equipment so long as all Persons participating in such Management Committee Meetings can hear one another at the time of such Management Committee Meeting. Participation in a Management Committee Meeting via conference telephone or similar communications equipment in accordance with the preceding sentence constitutes presence in person at the Management Committee Meeting.

     6.5. Notice of Meetings.

          (a) Written notice of a Management Committee Meeting shall state the place, date and hour of such Management Committee Meeting and the general nature of the business to be transacted. Notice shall be given in the manner prescribed in Section 16.4 not fewer than ten (10) days before the date thereof. Such notice shall specify the date, time and place of such meeting and shall set forth an agenda of items to be discussed or acted upon at such meeting. Any substantive item discussed at such meeting that was not specifically set forth as an agenda item as part of the notice in sufficient detail to provide reasonable notice, shall not be acted upon unless the Managers unanimously agree to act.

          (b) Notwithstanding Section 6.5(a), Royal Street shall convene a special Meeting of Management Committee within forty-eight (48) hours of its receipt of a notice, either oral, written or electronic, from GWI requesting a special Meeting of the Management Committee pursuant to Section 6.3(a) of the Services Agreement.

     6.6. Waivers. Notice of a Management Committee Meeting need not be given to any Manager who signs a waiver of notice, in person or by proxy, whether before or after the Management Committee Meeting. The attendance of any Manager at a Management Committee Meeting, in person or by proxy, without protesting prior to the conclusion of such Management Committee Meeting the lack of notice of such Management Committee Meeting, shall constitute

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a waiver of notice by such Manager; provided, that such Manager has been given an adequate opportunity at the meeting to protest such lack of notice.

     6.7. Quorum. The attendance in person or by proxy of at least a majority of the C9 Wireless Managers and a majority (or one, if there are only two GWI Managers) of the GWI Managers shall constitute a quorum at a Management Committee Meeting for the transaction of any business; provided, that notice in accordance with the terms of this Agreement shall have been duly provided. No action of the Management Committee shall be valid in the absence of a quorum, except as provided by Section 6.8 hereof.

     6.8. Proxies. Every Manager entitled to vote at a Management Committee Meeting may authorize another Person or other Persons to act for it by proxy. Every proxy must be signed by the Manager or his attorney-in-fact. Every proxy shall be revocable in writing at the pleasure of the Manager executing it.

     6.9. Voting Power. Subject to Section 6.1 (c), each Manager shall have one (1) vote on all matters to be voted on by the Management Committee.

     6.10. Written Consent. Any action required or permitted to be taken at any Management Committee Meeting may be taken without a meeting if all Managers then in office consent thereto in writing. Any such written consents shall be filed with the books and records of Royal Street and made part of the minutes of the proceedings.

     6.11. Compensation. The Managers shall ***.

     6.12. Officers.

          (a) Royal Street shall have a Chief Executive Officer (“CEO”) and such other officers as the Management Committee shall deem appropriate to carry out the business of Royal Street. The initial CEO shall be Robert Gerard.

          (b) Election of a nominee to the applicable office shall require approval of a majority of the members of the Management Committee. Any officer may be removed at any time, with or without cause, by a majority vote of the Management Committee. The Management Committee may appoint one person to serve in multiple capacities as an Officer and the compensation paid to such person shall be the compensation of the highest paid office held by such Officer.

          (c) The initial CEO shall receive an annual salary of *** in base annual compensation to be paid quarterly. In addition, all officers shall be entitled to reimbursement of out-of-pocket expenses incurred in connection with the performance of their duties as officers, ***.

          (d) [Intentionally deleted].

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          (e) No Officer shall take or permit to be taken any action on behalf of or in the name of Royal Street (whether for Royal Street itself or where Royal Street is acting in its capacity as a direct or indirect member, partner or owner of any Subsidiary), or enter into any commitment or obligation binding upon Royal Street, except for (i) actions authorized in accordance with the terms and conditions of this Agreement and (ii) actions authorized by the Management Committee in the manner set forth herein. An Officer may delegate in writing the performance of the Officer’s duties to the Royal Street employees that the Officer supervises.

          (f) The Initial Members hereby authorize (i) Royal Street to enter into each of the Ancillary Agreements and any other agreements reasonably necessary to consummate the transactions contemplated by this Agreement and consistent with the terms hereof and (ii) Robert Gerard, in his capacity as the initial Chairman, to execute and deliver such agreements on behalf of Royal Street.

     6.13. Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of Royal Street, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of Royal Street, and no Manager or Member shall be obligated personally for any such debt, obligation or liability of Royal Street solely by reason of being a Manager or Member.

     6.14. Indemnification with Respect to Managers and Officers.

          (a) No Manager or Officer or any employee of Royal Street (each, an “Indemnified Party,” collectively, the “Indemnified Parties”) shall be liable, responsible or accountable in damages or otherwise to Royal Street, to any third party or to any Member for (i) any act performed or omission within the scope of the authority conferred on the Indemnified Party by this Agreement or otherwise by the Management Committee except for the bad faith, gross negligence, fraud or willful misconduct (including any willful violation of the terms of this Agreement) of any Indemnified Party, (ii) the Indemnified Party’s performance of, or failure to perform, any act on the reasonable reliance on advice of legal counsel to Royal Street or (iii) the negligence, dishonesty or bad faith of any agent, consultant or broker of Royal Street selected, engaged or retained in good faith and with reasonable prudence. In any threatened, pending or completed action, suit or proceeding, each Indemnified Party shall, to the fullest extent permitted by law, be fully protected and indemnified and held harmless by Royal Street against any and all Damages arising out of such action, suit or proceeding by virtue of his or her status as an Indemnified Party or with respect to any action or omission taken or suffered in good faith, other than liabilities and losses resulting from the gross negligence, fraud, breach of fiduciary duty or willful misconduct (including any willful violation of the terms of this Agreement) of any Indemnified Party. The indemnification provided by this Section 6.14 shall be recoverable only out of the assets of Royal Street, and no Member shall have any personal liability on account thereof.

          (b) To the extent that, at law or in equity, an Indemnified Party has duties (including fiduciary duties) and liabilities relating thereto to Royal Street, any Member or to any other Indemnified Party, an Indemnified Party acting under this Agreement shall not be liable to Royal Street or to any Member or to any other Indemnified Party for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they

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restrict the duties and liabilities of an Indemnified Party otherwise existing at law or in equity, are agreed by the Parties to replace such other duties and liabilities of such Indemnified Party.

     6.15. Insurance. Royal Street shall maintain in full force and effect (a) an adequate errors and omissions insurance policy, (b) such other insurance coverage, on all properties of a character usually insured by organizations engaged in the same or similar business against loss or damage of a kind customarily insured against by such organizations, (c) adequate public liability insurance against tort claims which may be asserted against Royal Street, and (d) an adequate director and officer insurance policy.

ARTICLE 7
Members

     7.1. Powers of Members. Members shall have only such rights and powers as are granted to Members pursuant to the express terms of this Agreement and the Act. Except as otherwise expressly and specifically provided in this Agreement, no Member, in such capacity, shall have any authority to bind, to act for, to sign for or to assume any obligation or responsibility on behalf of, any other Member or Royal Street.

     7.2. Partition. Each Member waives any and all rights that it may have to maintain an action for partition of Royal Street’s property.

     7.3. Place of Members’ Meetings. Meetings of Members (each, a “Members’ Meeting”) shall be held at the principal office of Royal Street, or at such other place as the Members shall mutually agree.

     7.4. Meetings. A Members’ Meeting may be called by any Member for any matter which is appropriate for consideration thereat. Members’ Meetings shall be held from time to time, but no fewer than once in each calendar year. Meetings shall be chaired by the Chairman of Royal Street, and the Secretary of the Members’ Meeting shall be appointed by the CEO of Royal Street.

     7.5. Telephonic Meetings. Members’ Meetings may be held through the use of conference telephone or similar communications equipment so long as all Persons participating in such Members’ Meetings can hear one another at the time of such Members’ Meeting. Participation in a Members’ Meeting via conference telephone or similar communications equipment in accordance with the preceding sentence constitutes presence in person at the Members’ Meeting.

     7.6. Notice of Meetings. Written notice of a Members’ Meeting shall state the place, date and hour of such Members’ Meeting and the general nature of the business to be transacted. Notice shall be given in the manner prescribed in Section 16.4 not fewer than ten (10) days nor more than sixty (60) days before the date thereof. Such notice shall specify the date, time and place of such meeting and shall set forth an agenda of items to be discussed or acted upon at such meeting.

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     7.7. Waivers. Notice of a Members’ Meeting need not be given to any Member who signs a waiver of notice, in person or by proxy, whether before or after the Members’ Meeting. The attendance of any Member at a Members’ Meeting, in person or by proxy, without protesting prior to the conclusion of such Members’ Meeting the lack of notice of such Members’ Meeting, shall constitute a waiver of notice by such Member; provided, that such Member has been given an adequate opportunity at the meeting to protest such lack of notice.

     7.8. Quorum. The attendance in person or by proxy of at least one authorized representative of each Initial Member shall constitute a quorum at a Members’ Meeting for the transaction of any business; provided, that notice in accordance with the terms of this Agreement shall have been duly provided. If no quorum is present, holders of a majority of LLC Units present may adjourn the Members’ Meeting and if a quorum is present, holders of at least ninety percent of the LLC Units present may adjourn the Members’ Meeting. An adjournment may include notice of the date, hour and place that the Members shall reconvene. Notice of the adjournment (with the new date, time and place) shall be given to all Members who were absent at the time of the adjournment and, unless such date, hour and place are announced at the Members’ Meeting, to the other Members.

     7.9. Proxies. Every Member entitled to vote at a Members’ Meeting may authorize another Person or other Persons to act for it by proxy. Every proxy must be signed by the Member or his attorney-in-fact. Every proxy shall be revocable in writing at the pleasure of the Member executing it.

     7.10. Written Consent. Any action required or permitted to be taken at any Members’ Meeting may be taken without a meeting if all Members consent thereto in writing. Any such written consents shall be filed with the minutes of the proceedings.

     7.11. Designation of Tax Matters Member; Tax Matters.

          (a) C9 Wireless shall act as the “tax matters partner” of Royal Street, as provided in the regulations pursuant to Code Section 6231 (the “Tax Matters Member”). Each Member hereby approves of such designation and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such approval. To the extent and in the manner provided by applicable Code sections and Regulations thereunder, the Tax Matters Member (a) shall furnish the name, address, profits interest and taxpayer identification number of each Member to the IRS and (b) shall inform each Member of administrative or judicial proceedings for the adjustment of Royal Street items required to be taken into account by a Member for income tax purposes. The Tax Matters Member shall not enter into an agreement with the IRS or any other taxing authority to extend the limitation period for assessment of any federal, state or local income, franchise or unincorporated business tax of any Member or owner thereof nor settle with the IRS or any other taxing authority to disallow deductions or increase income from Royal Street with respect to any Member, unless all of the Members shall have agreed thereto. Each Member hereby reserves all rights under Applicable Law, including the right to retain independent counsel of its choice at its expense (which counsel shall receive the full cooperation of Management Committee and shall be entitled to prior review of all submissions by Royal Street in respect of any dispute with the relevant taxing authority).

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          (b) On or before May 1 of each year, Royal Street shall provide to each Member (i) a draft IRS Schedule K-l and Form 1065, (ii) information required by such Member to allocate and apportion income for state income tax purposes and (iii) such other information concerning Royal Street reasonably requested by any Member. Each Member shall have the right to object to any amount or information reported on such draft Schedule or Form on or before May 15, and the Management Committee shall promptly take any action deemed appropriate in light of such objection.

          (c) The Tax Matters Member shall not be entitled to make any material elections, including an election under Code Section 754, unless all Members shall have consented thereto.

ARTICLE 8
Additional Members

     8.1. Admission.

          (a) The Initial Members, by unanimous vote, shall have the right to admit any additional members (each, an “Additional Member” and collectively, the “Additional Members”) at any time, to issue LLC Units to such Additional Members, and to determine what, if any, amendments shall be made to this Agreement in connection with the admission of any such Additional Member. In connection with any transfer of LLC Interests otherwise permitted by this Agreement (including transfers as contemplated by Sections 5.2 and 5.4), the transferee shall be admitted as a Member of the LLC without the consent of any Member.

          (b) Each Additional Member shall only be admitted to Royal Street if the Additional Member executes a counterpart of this Agreement and such other documents or related agreements as the Initial Members may require.

     8.2. Acceptance of Prior Acts. Any Person who becomes an Additional Member, by becoming an Additional Member, accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by Royal Street prior to the date it became an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments as may have been executed and delivered on behalf of Royal Street prior to said date and which are in force and effect on said date.

ARTICLE 9
Capital Contributions and
Capital Accounts

     9.1. Capital Contributions.

          (a) As their initial Capital Contributions, the Members shall contribute cash to Royal Street in the following amounts:

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               (i) On the effective date, (A) C9 Wireless shall make a Capital Contribution in the amount of ***, (B) GWI shall make a Capital Contribution in the amount of ***; and (C) the MPCS Member shall make a Capital Contribution in the amount of ***; and

               (ii) On December 15, 2004, (A) C9 Wireless shall make a Capital Contribution to Royal Street in the amount of ***, (B) GWI shall make a Capital Contribution to Royal Street in the amount of *** and (C) the MPCS Member shall make a Capital Contribution to Royal Street in the amount of ***. Notwithstanding anything in this Agreement to the contrary, C9 Wireless shall not be required to make any Capital Contributions pursuant to this Section 9.1(a)(ii) at any time that GWI is in default under the Letter of Credit Agreement.

          (b) At such times that payments are due from Royal Street to the FCC for the submission of an application, upfront payment, a down payment, and/or the final payment of the purchase price of at least one License, and subject to the condition that all of the Ancillary Agreements and any other documents reasonably necessary to consummate the transactions contemplated by the Agreement and consistent with the terms hereof shall have been duly executed and delivered by the parties thereto, Royal Street may borrow, pursuant to, and subject to any limitations contained within, the Credit Agreement, all amounts in excess of the amounts contributed pursuant to Section 9.1 (a) necessary to permit Royal Street to timely make such appropriate payments to the FCC. In the event that Royal Street receives a Refund, within three (3) Business Days after the date on which Royal Street receives such Refund, Royal Street shall use the entire amount of such Refund to prepay principal amounts of loans, if any, previously made to Royal Street under the Credit Agreement.

          (c) In the event that Royal Street is a Successful Bidder, then, upon the latest License Grant Date of all Licenses, C9 Wireless shall contribute cash of ***. The proceeds of the additional Capital Contribution made pursuant to this Section 9.1(c) shall be used by Royal Street for working capital and for such other general business purposes as the Management Committee shall direct in accordance with the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, C9 Wireless shall not be required to make any Capital Contributions pursuant to this Section 9.1(c) at any time that GWI is in default under the Letter of Credit Agreement.

          (d) At such time as C9 Wireless makes an additional Capital Contribution, if any, pursuant to Section 9.1(c) above, GWI and the MPCS Member shall contribute cash to Royal Street in an amount sufficient to cause the aggregate amount of Capital Contributions made by GWI and the MPCS Member pursuant to Section 9.1 (a) and this Section 9.1(d) to equal

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75% and 10% respectively of the aggregate amount of Capital Contributions made by all the Members pursuant to Sections 9.1(a), 9.1(c) and 9.1(d).

          (e) [Intentionally deleted]

          (f) Except for the Capital Contributions described in Sections 9.1 (a), (c) and (d) hereof, the Parties shall have no obligation to make additional Capital Contributions to Royal Street.

     9.2. Status of Capital Contributions. Except as provided in this Agreement, no Member shall be entitled to the return of its Capital Contributions. No return of a Member’s Capital Contributions shall be made hereunder if such distribution would violate Applicable Law. Under circumstances requiring a return of any Capital Contribution, no Member shall have the right to demand or receive property other than cash, except as may be specifically provided in this Agreement.

     9.3. Capital Accounts. An individual Capital Account shall be established and maintained for each Member.

     9.4. No Withdrawals. No Member shall be entitled to withdraw any part of its Capital Account or Capital Contributions or to receive any distributions from Royal Street except as expressly provided in this Agreement.

9.5. LLC Units Upon Execution of the Agreement and at the Funding Date.

     Upon execution, delivery and performance of this Agreement in accordance with the provisions set forth herein, Royal Street shall issue the following LLC Units to the Initial Members and the Percentage Interest held by each Member shall be as follows:

	LLC Units		Percentage Interest
C9 Wireless		15		15.00	%
MPCS Member		10		10.00	%
GWI		75		75.00	%
Total:		100		100.00	%

In the event that the aggregate Capital Contributions of the Parties are made in relative proportions other than as specified in this Section 9.5, the number of LLC Units held by each of them in Royal Street shall not be adjusted to reflect their actual relative Capital Contributions.

     9.6. Other Rights. Holders of LLC Units shall have such other rights as are specified herein.

     9.7. Return of Capital. Subject to Section 9.8 hereof, if the Auction Process is concluded and the Parties have made Capital Contributions in excess of the amount required to purchase the Licenses on which Royal Street was the Successful Bidder, then Royal Street shall return the excess funds to the Parties in accordance with their respective Percentage Interests.

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     9.8. Redemption. In the event that (i) Royal Street is not the Successful Bidder for any License or (ii) Royal Street is the Successful Bidder for Licenses and the FCC does not grant to Royal Street at least one License for which Royal Street was a Successful Bidder as a result of the disposition of any appeals of FCC actions or any judicial decisions, Royal Street shall redeem all (but not less than all) of the LLC Units of C9 Wireless for an amount equal to ***. Upon such redemption, the Percentage Interests of the remaining Members shall be increased by their proportionate shares of C9 Wireless’ Percentage Interest.

ARTICLE 10
Allocations and Distributions

     10.1. Allocation Rules.

          (a) Profits. After giving effect to the special allocations set forth in Section 10.1(c), Profits for any Fiscal Year shall be allocated in the following order of priority:

               (i) First, to the Members, in proportion to and to the extent of the excess, if any, of (A) the cumulative Losses allocated to each Member pursuant to Section 10.1(b)(i)(B) for the current Fiscal Year and all prior Fiscal Years, over (B) the cumulative Profits allocated to such Member pursuant to this Section 10.1(a)(i) for all prior Fiscal Years;

               (ii) Second, to the Members in proportion to and to the extent of the excess, if any, of (A) the aggregate distributions made to such Member pursuant to Section 10.2(a)(ii) hereof for the current Fiscal Year and all prior Fiscal Years, over (B) the cumulative Profits allocated to such Member pursuant to this Section 10.1(a)(ii) for all prior Fiscal Years; and

               (iii) The balance, if any, to the Members in accordance with their Percentage Interests.

               (b) Losses. After giving effect to the special allocations set forth in Section 10.1(c), Losses for any Fiscal Year shall be allocated as set forth in Section 10.1(b)(i), subject to the limitation in Section 10.1(b)(ii).

               (i) Losses for any Fiscal Year shall be allocated in the following order of priority:

                    (A) First, to the Members in proportion to and to the extent of the excess, if any, of (1) the cumulative Profits allocated to each Member pursuant to Section 10.1(a)(iii) for the current Fiscal Year and all prior Fiscal Years, over (2) the cumulative Losses allocated to such Member pursuant to this Section 10.1 (b)(i)(A) for all prior Fiscal Years;

                    (B) Second, to the Members in proportion to and to the extent

                    of the excess, if any, of (1) the cumulative Profits allocated to each Member pursuant to Section 10.1(a)(ii) for the current Fiscal Year and all prior Fiscal Years, over (2) the cumulative Losses allocated to such Member pursuant to this Section 10.1(b)(i)(B) for all prior Fiscal Years; and

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                    (C) The balance, if any, to the Members in accordance with their Percentage Interests.

               (ii) The Losses allocated pursuant to Section 10.1(b)(i) shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some, but not all, of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 10.1(b)(i) but for this Section 10.1(b)(ii), the limitation set forth in this Section 10.1(b)(ii) shall be applied on a Member by Member basis so as to allocate the maximum permissible Losses to each Member under Regulation Section 1 .704-1(b)(2)(ii)(d).

          (c) Special Allocations. The following special allocations shall be made in the following order:

               (i) Minimum Gain Chargeback. Notwithstanding any other provision of this Section 10.1(c), if there is a net decrease in Minimum Gain during any Fiscal Year, then, to the extent required by Regulations Section 1.704-2(f), each Member shall be specially allocated items of Royal Street income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1 .704-2(j). This Section 10.1(c)(i) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

               (ii) Member Minimum Gain Chargeback. Notwithstanding any other provision of this Section 10.1(c) except Section 10.1(c)(i), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, then, to the extent required by Regulations Section 1.704-2(i)(4), each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1 .704-2(i)(5), shall be specially allocated items of Royal Street income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j). This Section 10.1(c)(ii) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

               (iii) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Regulations Sections 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of Royal Street income and gain (consisting of a pro rata portion of each item of Royal Street income, including gross income, and gain for such year) shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 10.1(c)(iii) shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after

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all other allocations provided for in this Section 10.1(c) have been tentatively made as if this Section 10.1(c)(iii) were not in this Agreement.

               (iv) Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year that is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), such Member shall be specially allocated items of Royal Street income and gain (consisting of a pro rata portion of each item of Royal Street income, including gross income, and gain for such year) in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.1(c)(iv) shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Section 10.1(c) have been tentatively made as if Section 10.1(c)(iii) and this Section 10.1(c)(iv) were not in this Agreement.

               (v) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Members in accordance with their Percentage Interests.

               (vi) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any Fiscal Year or other period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1 .704-2(i)(1).

               (vii) Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Royal Street Asset pursuant to Code Section 734(b) or 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section.

               (viii) Curative Allocations. The allocations set forth in the preceding subsections to this Section 10.1(c) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the maximum extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Royal Street income, gain, loss and deduction pursuant to this Section 10.1(c)(viii). Therefore, notwithstanding any other provision of this Article 10 (other than the Regulatory Allocations), the Management Committee shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the maximum extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Royal Street items to be reflected in the Members’ Capital Accounts were allocated pursuant to Sections 10.1 (a) and

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10.1 (b) without having given effect to such Regulatory Allocations. In exercising its discretion under this Section 10.1(c)(viii), the Management Committee shall take into account future Regulatory Allocations under Section 10.1(c)(i) and 10.1(c)(ii) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Sections 10.1(c)(v) and 10.1(c)(vi).

          (d) Other Allocation Rules.

               (i) For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses and any such other items shall be determined on a daily, monthly or other basis, as determined by the Management Committee using any permissible method under Code Section 706 and the Regulations thereunder.

               (ii) Except as otherwise provided in this Agreement, all items of Royal Street income, gain, loss, deduction and any other allocations not otherwise provided for shall be divided among the Members in the same proportions as they share Profits and Losses, as the case may be, for the year.

               (iii) The Members are aware of the income tax consequences of the allocations made by this Section 10.1 and hereby agree to be bound by the provisions of this Section 10.1 in reporting their shares of Royal Street income and loss for income tax purposes.

               (iv) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of Royal Street within the meaning of Regulations Section 1 .752-3(a)(3), the Members’ interests in Royal Street profits shall be their Percentage Interests.

          (e) Tax Allocations: Code Section 704(c)

               (i) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of Royal Street, solely for tax purposes, shall be allocated among the Members so as to take account of any variation between the adjusted basis of such property to Royal Street for federal income tax purposes and its initial Gross Asset Value (computed in accordance with clause (a) of the definition thereof).

               (ii) In the event the Gross Asset Value of any Royal Street Asset is adjusted pursuant to clause (b) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder.

               (iii) All Section 704(c) allocations made by Royal Street pursuant to this Section 10.1(e) shall be made by using any generally acceptable method under the Regulations that the Tax Matters Partner elects, in its sole discretion. Allocations pursuant to this Section 10.1(e) are solely for purposes of federal, state and local taxes and shall not affect, or

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in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

     10.2. Distributions. Except as otherwise provided in Sections 9.7 and 13.4, distributions to the Members shall be governed by the following provisions:

          (a) Royal Street may, but is not obligated to, make distributions from time to time, as determined by the Management Committee in its sole discretion, to the Members in accordance with their respective Percentage Interests.

          (b) Notwithstanding Section 10.2(a) above, within thirty (30) days after the end of each calendar year in which Royal Street has Profits for United States federal income tax purposes, Royal Street shall make a distribution to each Member sufficient to provide such Member with an amount equal to the estimated amount of all annual federal, state, local or foreign income tax payments that such Member would be required to make with respect to such calendar year attributable to such Profits, which estimate shall be made by the Management Committee or a Person designated by the Management Committee based on information supplied by each such Member as to the maximum tax rates applicable in the jurisdictions in which such Member is so taxable; provided, that the total amount of such distributions shall not exceed the amount of Excess Cash then held by Royal Street. In the case of any Member that is a pass- through entity for federal income tax purposes, the calculations provided for in the preceding sentence shall be based on the tax rates of the ultimate party or parties that are taxable on Profits allocated to such Member. Any distributions under this Section 10.2(b) shall be treated as an advance against distributions to be made under Section 10.2(a) in accordance with the nature of the event that gave rise to the Profits for which the distribution is being made under this Section 10.2(b). As used herein, “Excess Cash” means all cash and cash equivalents held by Royal Street at the time of determination in excess of such amount that the Management Committee believes is appropriate for Royal Street to retain to satisfy short-term liabilities of Royal Street and provide a reasonable reserve for Royal Street’s then current and future operating expenses.

     10.3. Distribution upon Dissolution. Notwithstanding anything to the contrary contained above, in the event of dissolution of the Company pursuant to Article 13 hereof, all distributions shall be made pursuant to Article 13 hereof.

     10.4. Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, Royal Street shall not make a distribution to any Member on account of its interest in Royal Street if such distribution would violate Section 18-607 of the Act or other Applicable Law.

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ARTICLE 11
Financial Reports; Books and Records

     11.1. Financial Reports.

          (a) Annual Statements. As soon as practicable following the end of each Fiscal Year, but in any event within ninety (90) days after the end of the Fiscal Year, Royal Street shall cause to be prepared and delivered to each Member, the audited statement of income and statement of cash flows for such Fiscal Year, audited balance sheet as of the end of such fiscal year, and accompanying notes to financial statements for Royal Street, on a consolidated basis, prepared in accordance with GAAP and certified by an independent certified public accountant. Such annual statements also shall be presented to the Management Committee for its review and approval.

          (b) Quarterly Statements. As soon as practicable following the end of each fiscal quarter, but in any event within forty-five (45) days after the end of such quarter, Royal Street shall cause to be prepared and delivered to each Member, an unaudited statement of income (including taxable income) and statement of cash flows for such quarter and an unaudited balance sheet as of the end of such quarter on a consolidated basis, prepared in accordance with GAAP.

          (c) Monthly Statements, (i) As soon as practicable following the end of each calendar month in each Fiscal Year, but in any event within thirty (30) days after the end of such month, Royal Street shall cause to be prepared and delivered to each Member, an unaudited statement of income and statement of cash flows for such month and an unaudited balance sheet as of the end of such month on a consolidated basis, prepared in accordance with GAAP, and (ii) Royal Street shall provide the Members with a monthly report of significant operating and financial statistics including, to the extent applicable, number of subscribers, subscriber churn statistics, minutes of use, average revenues per subscriber, acquisition costs and capital expenditure efficiency statistics and such additional statistics and information as may be approved from time to time by the Management Committee for internal use by Royal Street.

          (d) Additional Information. Royal Street shall, upon reasonable notice, give each Initial Member, for so long as it Beneficially Owns LLC Units, during regular business hours, reasonable access to the properties, documents and records, financial and otherwise, of Royal Street, and shall provide copies or extracts of Royal Street’s documents and records as such Initial Member may reasonably request. Royal Street shall permit the Initial Members to discuss its affairs and finances with the principal officers of Royal Street and its respective independent public accountants at such times and during such normal business hours as such Initial Member shall reasonably request.

     11.2. Books and Records.

          (a) At all times during the continuance of Royal Street, Royal Street shall maintain, at its principal place of business, separate books of account for Royal Street that shall show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received and all income derived in connection with the operation of Royal Street’s

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business in accordance with GAAP consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement.

          (b) The Management Committee or a Person designated by the Management Committee shall prepare and maintain, or cause to be prepared and maintained, the books of account of Royal Street. The Management Committee or its designee shall prepare and file, or cause to be prepared and filed, all applicable federal, state and local tax returns. Such books of account and tax returns, together with a copy of this Agreement, shall at all times be maintained at the principal place of business of Royal Street and shall be open to inspection and examination at reasonable times by each Member and its duly authorized representative for any purpose reasonably related to such Member’s interest in Royal Street. Royal Street shall (i) retain such books of account and tax returns until the expiration of the applicable statute of limitations of Royal Street and each Member (and, to the extent a Member notifies Royal Street, any extensions thereof) and (ii) give each Member reasonable written notice prior to transferring, destroying or discarding any such books of account or tax returns and, if the Member so requests, allow such Member to take possession of such books of account or tax returns.

ARTICLE 12
Indemnification

     12.1. Indemnification by C9 Wireless.

          (a) Subject to Section 12.3, C9 Wireless shall save, defend, indemnify and hold harmless the GWI Indemnified Parties and the Royal Street Indemnified Parties from any and all Damages incurred by or assessed against the GWI Indemnified Parties or the Royal Street Indemnified Parties to the extent resulting from:

               (i) The breach of any representations or warranty made by C9 Wireless in Article 3 of this Agreement;

               (ii) Any breach by C9 Wireless of any of its covenants or agreements under this Agreement that has a Material Adverse Effect on Royal Street or GWI.

          (b) Royal Street Indemnified Parties shall only be entitled to seek indemnification hereunder with respect to third Person claims against Royal Street. In the case of any potential indemnification claim by Royal Street under this Section 12.1, including any determination on behalf of Royal Street as to whether such a potential claim exists, GWI shall be deemed to be the real party in interest with respect to such claim and GWI shall have the authority to represent the interests of Royal Street in connection with such claim. In such case, Royal Street shall reimburse GWI for any attorneys’ fees or other expenses reasonably incurred by GWI in its representation of Royal Street’s interests.

     12.2. Indemnification by GWI.

          (a) Subject to Section 12.3, GWI shall save, defend, indemnify and hold harmless the C9 Wireless Indemnified Parties and the Royal Street Indemnified Parties from any

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and all Damages incurred by or assessed against the C9 Wireless Indemnified Parties or the Royal Street Indemnified Parties, in an amount no greater than ***, to the extent resulting from:

               (i) The breach of any representations or warranty made by GWI or the MPCS Member in Sections 3.1 or 3.3 of this Agreement;

               (ii) Any breach by GWI or the MPCS Member of any of its covenants or agreements under this Agreement.

          (b) Royal Street Indemnified Parties shall only be entitled to seek indemnification hereunder with respect to third Person claims against Royal Street. In the case of any potential indemnification claim by Royal Street under this Section 12.2, including any determination on behalf of Royal Street as to whether such a potential claim exists, C9 Wireless shall be deemed to be the real party in interest with respect to such claim and C9 Wireless shall have the authority to represent the interests of Royal Street in connection with such claim. In such case, Royal Street shall reimburse C9 Wireless for any attorneys’ fees or other expenses reasonably incurred by C9 Wireless in its representation of Royal Street’s interests.

     12.3. Loss of Entrepreneur and Very Small Business Status: Other Transfers of LLC Units.

          (a) Each Initial Member shall provide prompt written notice to the other Initial Member in the event that they become aware of any occurrence or circumstance that to their actual knowledge does or would result in Royal Street not qualifying as an Entrepreneur or Very Small Business (to the extent not already known to the other Initial Member).

          (b) Notwithstanding anything to the contrary in this Agreement:

               (i) In the event that Royal Street does not qualify as an Entrepreneur or Very Small Business resulting in the loss of any “closed” License or the requirement of Royal Street to make any Unjust Enrichment Payment as a result of a breach by C9 Wireless of Section 3.2, 4.1, 4.2, 6.1(g), 9.1 or 13.2(b) or Article 5 of this Agreement, then C9 Wireless shall use reasonable best efforts to cure such breach within thirty (30) days of its written notice to GWI of such breach or GWI’s written notice to C9 Wireless of such breach, as the case may be. In the event that C9 Wireless does not cure such breach within such thirty (30) day period and Royal Street does not at the end of such thirty (30) day period qualify as an Entrepreneur or Very Small Business resulting in the actual or potential loss of any “closed” License or the requirement of Royal Street to make any Unjust Enrichment Payment, then C9 Wireless shall, at the election of GWI, sell all of its LLC Units to GWI or a third-party designated by GWI for a purchase price equal to ***. The exercise by GWI of the election to acquire the C9 Wireless interest shall not prevent GWI from exercising any other remedy it may have, at law or in equity, including pursuing an action for breach of representations and warranties by C9 Wireless.

               (ii) In the event that the Services Agreement is terminated in its entirety as to Royal Street by MetroPCS Wireless pursuant to Section 16.2(a)(i) of the Services

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Agreement, then C9 Wireless shall have the right, but not the obligation, to require GWI to, and GWI shall purchase, all of C9 Wireless’ LLC Units for a purchase price equal to ***; provided however, that if the purchase of C9 Wireless’ LLC Units under this Section 12.3(b)(ii) gives rise to an obligation to make an Unjust Enrichment Payment to the FCC pursuant to Section 1.2111 of the FCC Rules (or any similar rule) then the purchase price for such LLC Units shall be reduced by an amount equal to the Unjust Enrichment Payment.

               (iii) In the event that the Services Agreement is terminated in its entirety as to Royal Street by Royal Street pursuant to Section 16.2(b)(iii) of the Services Agreement upon the action of the C9 Wireless Managers, then C9 Wireless shall have the right, but not the obligation, to require GWI to, and GWI shall, purchase all of C9 Wireless’ LLC Units for a purchase price equal to ***.

               (iv) In the event of a purchase by GWI of C9 Wireless’ LLC Units pursuant to this Section 12.3(b), C9 Wireless and GWI shall use reasonable efforts, including reasonable efforts to obtain all regulatory approvals, to consummate the closing of the purchase of C9 Wireless’ LLC Units as soon as practicable. The closing of the purchase of C9 Wireless’ LLC Units shall occur no later than ten (10) days following receipt of all required regulatory approvals by Final Order or delivery by C9 Wireless to GWI of a written notice hereunder if no such approvals are required.

     12.4. Limitations on Indemnification Obligations.

          (a) The Parties hereto waive as against each other any claims to consequential, special, exemplary or punitive damages except to the extent consequential, special, exemplary or punitive damages are awarded to a third party against an indemnified party in circumstances in which such indemnified party is entitled to indemnification hereunder. In no event shall any party’s indemnification obligations under this Agreement exceed ***.

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          (b) In calculating any Damages to be paid under Sections 12.1 or 12.2, there shall be deducted (i) any insurance recovery in respect thereof (retroactively, if necessary), and (ii) the amount of any tax benefit to the indemnified party with respect to such Damages (after giving effect to the tax effect of receipt of the indemnification payments).

          (c) No indemnified party shall have any right to make any indemnification claim under Sections 12.1 or 12.2 to the extent that payment of any Damages with respect to such claim has been made to such Indemnified Party pursuant to Section 6.14.

     12.5. Indemnification Procedure. Where one Party has indemnified the other against any claim or legal action pursuant to Section 6.14,12.1 or 12.2, indemnification shall be conditioned on compliance with the procedure outlined below:

          (a) Provided that prompt notice is given of a claim or suit for which indemnification might be claimed, except to the extent that the failure to provide such notice does not actually and materially prejudice the interests of the party to whom such notice is to be provided, the indemnifying party promptly will defend, contest, or otherwise protect against any such claim or suit at its own cost and expense. Such notice shall describe the claim or suit in reasonable detail and shall indicate the amount (estimated, if necessary) of the loss that has been or may be suffered by the indemnified party.

          (b) The indemnified party may, but will not be obligated to, participate at its own expense in a defense thereof by counsel of its own choosing, but the indemnifying party shall be entitled to control the defense unless the indemnified party has relieved the indemnifying party from liability with respect to the particular matter, provided that the indemnifying party may only settle or compromise the matter subject to indemnification without the consent of the indemnified party if such settlement includes a complete release of all indemnified parties as to the matters in dispute and provided further that the indemnified party will not unreasonably withhold consent to any settlement or compromise that requires its consent.

          (c) In the event the indemnifying party fails to timely defend, contest, or otherwise protect against any such claim or suit, the indemnified party may, but will not be obligated to, defend, contest, or otherwise protect against the same, and may make any compromise or settlement thereof and recover the entire costs thereof from the indemnifying party, including reasonable attorneys’ fees, disbursements and all amounts paid as a result of such claim or suit or the compromise or settlement thereof; provided, however, that if the indemnifying party undertakes the defense of such matter, the indemnified party shall not be entitled to recover from the indemnifying party for its costs incurred in the defense thereof other than the reasonable costs of investigation undertaken by the indemnified party and reasonable costs of providing assistance.

          (d) The indemnified party shall cooperate and provide such assistance as the indemnifying party may reasonably request in connection with the defense of the matter subject to indemnification and in connection with recovering from any third parties amounts that the indemnifying party may pay or be required to pay by way of indemnification hereunder. The indemnified party shall take commercially reasonable steps to protect its position with respect to

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any matter that may be the subject of indemnification hereunder in the same manner as it would any similar matter where no indemnification is available.

     12.6. Mitigation of Damages. An indemnified party under Section 6.14,12.1 or 12.2 shall, to the extent practicable and reasonably within its control and at the expense of the indemnifying party, make commercially reasonable efforts to mitigate any damages of which it has adequate notice, provided that the indemnified party shall not be obligated to act in contravention of Applicable Law or in contravention of reasonable and customary practices of a prudent person in similar circumstances. The indemnifying party under Section 6.14, 12.1 or 12.2 shall have the right, but not the obligation, and shall be afforded the opportunity by the indemnified party to the extent reasonably possible, to make commercially reasonable efforts to minimize damages before such damages actually are incurred by the indemnified party.

ARTICLE 13
Termination of Royal Street; Liquidation
and Distribution of Assets

     13.1. No Dissolution. Royal Street shall not be dissolved as a result of the admission of Additional Members in accordance with the terms of this Agreement, nor in the event there is only one Member as a result of the exercise and consummation of the Put or GWI’s right of first refusal or otherwise.

     13.2. Events Causing Dissolution.

          (a) Royal Street shall be dissolved and its affairs shall be wound up upon the first to occur of the following events:

               (i) The unanimous written consent of all Members;

               (ii) The issuance of a decree by any court of competent jurisdiction that Royal Street be dissolved and liquidated;

               (iii) Any event set forth in Section 18-801 of the Act or any successor provision; or

               (iv) By written notice delivered in accordance with Section 4.3(c).

          Upon dissolution, Royal Street shall, subject to the terms hereof, promptly wind up its affairs and shall promptly thereafter be liquidated and a certificate of cancellation of the Certificate of Formation, as required by law, shall be filed with the Secretary of State of the State of Delaware.

          (b) Each Member covenants and agrees that it will not seek a judicial decree of dissolution with respect to Royal Street or initiate voluntary bankruptcy or insolvency proceedings with respect to Royal Street without the prior written consent of each of the Initial Members.

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     13.3. Winding Up.

          (a) In the event of the dissolution of Royal Street pursuant to Section 13.2, subject to the terms and conditions of this Agreement, Royal Street’s affairs shall be wound up by the Management Committee in consultation with the Members. Notwithstanding the dissolution of Royal Street, prior to the termination of Royal Street as aforesaid, the business of Royal Street and the affairs of the Members as such, shall continue to be governed by this Agreement.

          (b) Upon dissolution of Royal Street and until the filing of a certificate of cancellation as provided in Section 18-203 of the Act, the Management Committee or a Person designated by the Management Committee may, in the name of, and for and on behalf of, Royal Street, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close Royal Street’s business, dispose of and convey Royal Street’s property, discharge or make reasonable provision for Royal Street’s liabilities, and distribute to the Members in accordance with Section 13.4 any remaining assets of Royal Street, all without affecting the liability of Members and without imposing liability on the Management Committee or its designee.

          (c) Upon the completion of the winding up of Royal Street, the Management Committee or its designee shall file a certificate of cancellation with the Secretary of State of the State of Delaware as provided in Section 18-203 of the Act.

     13.4. Distribution Upon Liquidation. Notwithstanding anything in this Agreement to the contrary, in the event of any voluntary or involuntary liquidation, dissolution or winding up (collectively, a “Liquidation”) of Royal Street for any reason, a duly appointed trustee or liquidator, as provided in this Agreement, shall promptly proceed with the liquidation of Royal Street and its Subsidiaries and the proceeds of such liquidation shall be applied and distributed in the following order of priority:

          (a) Payment of creditors of Royal Street (other than Members) in the order of priority as provided by law;

          (b) Establishment of reserves as provided by the Management Committee to provide for contingent liabilities, if any;

          (c) Payment of debts of Royal Street to Members, if any, in the order of priority provided by law; and

          (d) The balance, if any, to the Members, in proportion to their positive Capital Account balances as of the date of such distribution, after giving effect to all contributions, distributions and allocations for all periods.

Whenever the liquidating trustee reasonably determines that any reserves established pursuant to Section 13.4(b) are in excess of the reasonable requirements of Royal Street, the amount determined to be excess shall be distributed to the Members in accordance with the above provisions.

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     13.5. Distributions to Members.

          (a) Any distributions to C9 Wireless under this Article 13 in connection with a Liquidation of Royal Street shall be made only in the form of cash. C9 Wireless shall not have any right to a distribution or other transfer to C9 Wireless of any Royal Street Assets, nor shall C9 Wireless have any right to cause the sale of any Royal Street Assets under this Article 13, whether in connection with a Liquidation of Royal Street or C9 Wireless.

          (b) GWI shall be entitled to bid for any indebtedness from Royal Street to GWI in any sale or other disposition of Royal Street’s assets in connection with a Liquidation of Royal Street.

     13.6. Claims of the Members. Subject to the express provisions of this Agreement, the Members and former Members shall look solely to Royal Street’s assets for the return of their Capital Contributions, and if the assets of Royal Street remaining after payment of or due provision for all debts, liabilities and obligations of Royal Street are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against Royal Street, the Management Committee or its designee or any other Member.

ARTICLE 14
Withdrawal of a Member

     14.1. Withdrawal of a Member. Any Member shall automatically cease to be a Member at the time it no longer Beneficially Owns any LLC Units (a “Withdrawal Event”). Immediately after a Withdrawal Event with respect to an Initial Member, such Initial Member shall have no continuing rights or obligations under this Agreement, except as provided herein.

     14.2. Effect of Withdrawal. This Agreement shall continue notwithstanding any withdrawal of an Initial Member and all governance rights set forth herein with respect to the Initial Members shall be exercised by the sole remaining Initial Member. No withdrawal shall relieve a Member from liability for any prior breach of this Agreement.

ARTICLE 15
Confidentiality

     15.1. General. Each Party will hold in confidence and withhold from third parties (other than as permitted below) any and all Proprietary Information received pursuant to and all Proprietary Information used in the preparation and negotiation of, this Agreement. Each Party will use such Proprietary Information only to fulfill its obligations or enforce its rights hereunder, and for no other purposes unless the disclosing Party will otherwise agree in writing.

     15.2. Obligation to Protect Proprietary Information. Each Party will use commercially reasonable efforts to safeguard any Proprietary Information received pursuant to this Agreement from theft, loss or disclosure to others, and to limit access to Proprietary Information to those

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officers, directors and employees within the receiving Party’s organization, and subcontractors, consultants, investors, advisors, attorneys, service providers, business partners, financing sources and others who reasonably require access in order to accomplish the aforesaid purposes. Proprietary Information will be protected hereunder if it is in written or other permanent form and identified as proprietary when provided. Any such information in other than written or other permanent form when disclosed will be considered Proprietary Information that is protected hereunder, unless the Party disclosing such information advises the other Party that it is not Proprietary. The receiving Party will not be liable for unauthorized use or disclosure of any such Proprietary Information if it can establish that the same: (i) is or becomes public knowledge or part of the knowledge or literature within the telecommunications industry without breach of this Agreement by the receiving Party; (ii) is known to the receiving Party without restriction as to further disclosure when received; (iii) is independently developed by the receiving Party as demonstrated by written records; or (iv) is or becomes known to the receiving Party from a third party who had a lawful right to disclose it without breach of its contractual obligations.

     15.3. Judicial or Administrative Proceedings. Should the receiving Party be faced with judicial or administrative governmental action to disclose Proprietary Information received hereunder, said receiving Party will use commercially reasonable efforts to notify the disclosing Party in sufficient time to permit the disclosing Party to intervene at its own expense in response to such action.

     15.4. Loss or Unauthorized Use. The receiving Party agrees promptly to notify the disclosing Party of the loss or unauthorized use or disclosure of any Proprietary Information.

     15.5. Nondisclosure Agreements. Each Party will have any third party or Person to whom it provides the Proprietary Information of any other Party agree in writing to be bound to protect such Proprietary Information on the same conditions as set forth herein.

     15.6. Termination. Upon termination of this Agreement for any reason, the Parties will cease use of all Proprietary Information furnished by any other Party and will, at the direction of the disclosing Party, return or destroy all such Proprietary Information, together with all copies made hereof, except to the extent necessary to enforce any rights hereunder or as may be necessary in connection with a regulatory proceeding, or to the extent that the receiving Party retains a license to use such Proprietary Information. Upon request, the receiving Party will send the other Party a destruction certificate.

     15.7. Irreparable Injury by Disclosure to Third Parties. Specifically, but without limiting the foregoing, each Party agrees and acknowledges that the disclosure by a Party of any Proprietary Information to any other third party could cause irreparable harm to such Party, and agrees not to make such a disclosure. Each Party will have the right to enforce the provision of this Section by injunctive relief, including specific performance. Personnel of one Party or its Affiliates present at the premises of one of the other Parties or its Affiliates will refrain from obtaining access to information that is proprietary to the customers of such other Party or its Affiliates. Such personnel will comply with the other Party’s or its Affiliates’ reasonable measures established to restrict such access.

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     15.8. Survival of Nondisclosure Obligations. The obligations of each Member set forth in this Article 15 will survive for *** following the earlier of (a) the withdrawal of such Member in accordance with the terms hereof, or (b) the termination of this Agreement in accordance with the terms hereof.

ARTICLE 16
Miscellaneous

     16.1. Certificates.

          (a) LLC Units shall be represented by a certificate or certificates, setting forth upon the face thereof that Royal Street is a limited liability company formed under the laws of the State of Delaware, the name of the Person to which it is issued and the number of LLC Units which such certificate represents. Such certificates shall be entered in the books of Royal Street as they are issued, and shall be signed by the Chairman or the Chief Executive Officer of Royal Street. Upon any Transfer of LLC Units permitted under this Agreement, the transferring Member shall request Royal Street to (i) issue to the transferee a certificate representing the number of LLC Units so transferred and (ii) surrender to Royal Street the existing certificate and Royal Street shall issue to the transferring Member certificates representing the remaining LLC Units, if any, held by such transferring Member after taking into account such Transfer. All certificates representing LLC Units (unless registered under the Securities Act), shall bear the following legend:

     THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (I) UNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (II) UNLESS IN ACCORDANCE WITH THE PROVISIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT OF ROYAL STREET (AS AMENDED FROM TIME TO TIME), A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF ROYAL STREET.

          (b) Each LLC Interest shall constitute a “security” within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the States of Delaware and New York and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

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          (c) Lost or Destroyed Certificates. Royal Street may issue a new certificate for LLC Units in place of any certificate or certificates theretofore issued by it, alleged to have been lost or destroyed, upon the making of an affidavit of that fact, and providing an indemnity in form and subject reasonably satisfactory to Management Committee or its designee by the Person claiming the certificate to be lost or destroyed.

     16.2. Governing Law. This Agreement and the rights and obligations of the Parties shall be governed by and construed in accordance with and subject to the laws of the State of Delaware, without reference to conflicts of laws principles.

     16.3. VENUE; WAIVER OF JURY TRIAL. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND THE FEDERAL COURT OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT HEREOF OR OF ANY SUCH DOCUMENT, THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH A DELAWARE STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE.

          EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.3.

     16.4. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given (i) on the first Business Day following the date of delivery in person or by telecopy (in each case with telephonic confirmation of receipt

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by the addressee) or (ii) on the first Business Day following timely deposit with an overnight courier service, if sent by overnight courier specifying next day delivery, to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to GWI, to:

GWIPCSl, Inc.
8144 Walnut Hill Lane
Suite 800
Dallas, TX 75231
Attention: Vice President, General Counsel and Secretary
Facsimile: (972) 860-2682

with copies to:

Paul, Hastings, Janofsky & Walker LLP
875 15th Street N.W.;
Twelfth Floor
Washington, DC 20005
Attention: Carl W. Northrop
Facsimile: (202) 551-1725

If to the MFCS Member, to:

MetroPCS Communications, Inc.
8144 Walnut Hill Lane
Suite 800
Dallas, TX 75231
Attention: Vice President, General Counsel and Secretary
Facsimile: (972) 860-2682

with copies to:

Paul, Hastings, Janofsky & Walker LLP
875 15th Street NW
Twelfth Floor
Washington, DC 20004
Attention: Carl W. Northrop
Facsimile: (202) 551-1725

If to C9 Wireless, to:

C9 Wireless, LLC
PO Box 2365

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Southampton, NY 11969
Attention: Robert Gerard
Facsimile: (631) 283-9153

with a copy to:

Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Attention: Paul N. Roth, Michael R. Littenberg
Facsimile: (212) 593-5955

If to Royal Street, to:

Royal Street Communications, LLC
PO Box 2365
Southampton, NY 11969
Attention: Robert Gerard
Facsimile: (631) 283-9153

with a copy to:

Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Attention: Paul N. Roth, Michael R. Littenberg
Facsimile: (212) 593-5955

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     16.5. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted here fore in order to carry out, so far as may be valid and enforceable without prejudicing or adversely affecting the economic or similar interests of the Parties under this Agreement, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found by the FCC to violate applicable FCC Rules, the Parties shall negotiate in good faith to agree on a suitable and equitable amendment to such provision, provided that any such amendment shall not prejudice or adversely affect the economic or similar rights of the Parties under this Agreement.

     16.6. Counterparts. For the convenience of the Parties hereto, this Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall together constitute the same agreement.

     16.7. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns and shall not be assignable except to the extent expressly permitted hereby. No Transfer or acquisition of any LLC Units in violation of any provision of this Agreement shall be effective to pass any title to,or create any interest in favor of, any Person, and any such purported Transfer or acquisition shall be void, but the Member attempting to effect such Transfer or acquisition shall be deemed to have committed a material breach hereof.

     16.8. Entire Agreement; Amendment: Waiver. This Agreement and all other written agreements between the Parties and between GWI and Royal Street dated as of the Effective Date constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof, and supercedes all prior agreements between the Parties. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by the Party or Parties affected or to be affected thereby; provided, that the consent or approval of any departing Member shall not be required to execute any amendment, supplement or modification of this Agreement unless the departing Member is materially and adversely affected thereby. No waiver of any provisions hereof by any Party shall be deemed a waiver of any other provisions hereof by any such Party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such Party.

     16.9. Further Assurances; Controlled Subsidiaries. The Parties hereto shall at any time, and from time to time execute and deliver such additional instruments and other documents and shall at any time, and from time to time take such further actions as may be reasonably necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby (subject to the limitations on obligations to modify or amend the terms hereof as set forth elsewhere herein). In addition to any other obligations set forth in the Agreement, each Party agrees to take such action (including the execution, acknowledgment

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and delivery of documents) as may reasonably be requested by any other Party for the implementation or continuing performance of this Agreement. Unless otherwise expressly set forth herein, any agreement by a Party to take or refrain from taking any action shall constitute an agreement by such party to cause each of its controlled subsidiaries to so act or refrain from acting.

     16.10. THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT,EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR REMEDIES OF ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.

     16.11. Exculpation. The Parties agree that the individuals executing this Agreement on behalf of the Members have done so in their respective capacities as officers or trustees of the Members and not individually, and none of the direct or indirect partners, trustees, officers or shareholders of any Initial Member shall be bound or have any personal liability hereunder.

     16.12. Joint Work Product. This Agreement is the joint work product of the Parties and has been negotiated by the Parties and their respective counsel and will be fairly interpreted in accordance with its terms. In the event of any ambiguities, no inferences will be drawn against any Party.

     16.13. Expenses. Each Party shall be responsible for its own expenses arising under this Agreement, except as follows:

          (a) Royal Street shall reimburse C9 Wireless for its reasonable and duly documented out-of-pocket costs and expenses incurred by C9 Wireless in connection with the preparation of this Agreement and the Ancillary Agreements, the establishment of Royal Street and C9 Wireless and the Financing, up to a maximum of $35,000; and

          (b) Royal Street shall reimburse GWI for its reasonable and duly documented out-of-pocket costs and expenses incurred by GWI in connection with the preparation of this Agreement and the Ancillary Agreements, the establishment of Royal Street and the Financing, in an amount such that the amount reimbursed pursuant to this Section 16.13(b) equals 85% of the aggregate amount reimbursed pursuant to Sections 16.13(a) and (b).

          All amounts reimbursed hereunder shall be paid by Royal Street to the appropriate Member no later than on the earliest to occur of (i) the Effective Date or (ii) the date of the termination of this Agreement.

     16.14. Publicity. The Parties agree to cooperate in the preparation and dissemination of publicity concerning this Agreement. No Party will make a public announcement about this Agreement or the Parties’ discussions related to any aspect of it, without the written consent of the other Party, which consent will not be unreasonably refused, delayed, or conditioned. Any Party may at any time make announcements which are required by Applicable Law, regulatory bodies, or stock exchange or stock association rules, so long as the Party so required to make the announcement notifies in advance the other Party of such requirement and promptly discusses with the other Party in good faith the wording of any such announcement.

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     16.15. Regulatory Filings. Each Party will cooperate to the extent reasonably practicable in the preparation and filing of any regulatory filings necessary or advisable to permit the performance of the matters set forth in this Agreement, including the provision of any information as may reasonably be necessary herefore, and Royal Street shall reimburse each Party for its reasonable and duly documented expenses incurred in connection therewith in accordance with Section 16.13.

     16.16. No Brokers or Finders. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by the parties directly without the intervention of any Person who may be entitled to any brokerage or finder’s fee or other commission in respect to this Agreement or the consummation of the transactions contemplated hereby. The parties have incurred no obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement or the transactions contemplated hereby.

     16.17. [Intentionally deleted].

ARTICLE 17
Dispute Resolution

     17.1. Informal Discussions. Subject to FCC Rules, the Members hereto agree to settle any dispute, controversy or difference which may arise between or among them in connection with this Agreement or any Schedule or Exhibit attached hereto (except as otherwise expressly contemplated by this Agreement or any such Schedule or Exhibit) by good faith discussions between or among representatives (“Representatives”) designated by the Members to the dispute (the “Disputing Members”). During the course of the discussions between or among the Representatives, the Disputing Members will comply with all reasonable requests for access to relevant information.

     17.2. Arbitration.

          (a) In the event that such dispute, controversy or difference is not resolved within thirty (30) days after the commencement of discussion between or among the Representatives or the conclusion in good faith of the Representatives that amicable resolution of the dispute, controversy or difference does not appear likely, whichever is earlier, then the dispute, controversy or difference shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

          (b) The arbitration shall be held in Wilmington, Delaware or such other location as the Disputing Members shall mutually agree. The arbitration shall be heard by a panel of three arbitrators, each of whom shall be experienced in the resolution of disputes, controversies and differences relating to telecommunications services. If there are two Disputing Members, one such arbitrator shall be selected by one Disputing Member, one such arbitrator shall be selected by the other Disputing Member and the third arbitrator shall be selected by the arbitrators selected by the Disputing Members. If there are more than two Disputing Members, the three arbitrators shall be selected by the President of the American Arbitration Association.

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Resolution of the dispute, controversy or difference shall be determined by a majority vote of the arbitration panel.

          (c) The Disputing Members shall bear equally all fees, costs and expenses of the arbitration, and each Disputing Member shall bear its own legal expenses and costs of all experts and witnesses relating thereto; provided, however, that if the claim of any Disputing Member is upheld by the arbitration panel in all material respects, then the arbitration panel may apportion between or among the Disputing Members as such arbitration panel may deem equitable the costs incurred by the prevailing Disputing Member.

          (d) Any award rendered by the arbitration panel shall be final and conclusive upon the Disputing Members and any judgment thereon maybe enforced in any court of competent jurisdiction, unless: (i) the award was procured by corruption, fraud or other manifest undue means; (ii) the arbitrators exceeded their powers (it being acknowledged that the arbitrators are entitled to hear any dispute, controversy or difference relating in any way to this Agreement or any Schedule or Exhibit attached hereto); or (iii) the arbitrators have been guilty of misconduct. The Disputing Member submitting such dispute shall request the American Arbitration Association to: (y) allow for the Disputing Members to request reasonable discovery pursuant to the rules then in effect under the Federal Rules of Civil Procedure for a period not to exceed sixty (60) days prior to such arbitration, and (z) require the testimony to be transcribed.

          (e) The fact that arbitration has commenced in accordance with this Article 17 shall not impair the ability of any Member to exercise any termination rights in accordance with Article 13 hereof.

(Signature Pages On Following Pages)

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Signature Page, Amended and Restated LLC Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and year first written above.

GWI PCS1, INC.:
By:	/s/ Roger D. Linquist
Name: Roger D. Linquist
Title: President and CEO
C9 WIRELESS, LLC:
By:	/s/ Robert A. Gerard
Name: ROBERT A. GERARD
Title: MANAGER
METROPCS WIRELE SS, INC.:
By:	/s/ Roger D. Linquist
Name: Roger D. Linquist
Title: President and CEO

EXECUTION COPY

FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT OF ROYAL STREET COMMUNICATIONS, LLC

     THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROYAL STREET COMMUNICATIONS, LLC (this “Amendment”) is effective as of January 1, 2007, by and among C9 WIRELESS, LLC, a Delaware limited liability company (“C9”), GWI PCS1, INC., a Delaware corporation (“GWI”) and METROPCS WIRELESS, INC., a Delaware corporation (“MetroPCS” and along with GWI, the “MetroPCS Parties”).

W I T N E S S E T H

     WHEREAS, C9 and MetroPCS Parties are parties to that certain Amended and Restated Limited Liability Company Agreement of Royal Street Communications, LLC (“Royal Street”), executed on December 15, 2005 as of November 24, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “LLC Agreement”); and

     WHEREAS, C9 and the MetroPCS Parties are the sole parties to the LLC Agreement and the sole members of Royal Street; and

     WHEREAS, pursuant to Section 16.8 of the LLC Agreement, the LLC Agreement may be amended by “an instrument in writing signed by the Party or Parties affected or to be affected” by any such amendment; and

     WHEREAS, C9 and the MetroPCS Parties desire to, and have agreed to amend the provision of the LLC Agreement relating to the compensation of the Chief Executive Officer to provide for ***.

     NOW THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree to amend the LLC Agreement as follows:

     1.   Capitalized Terms. All capitalized terms used herein which are not defined herein shall have the meanings ascribed thereto in the LLC Agreement, as amended hereby.

     2.   Amendment to Section 6.12. Section 6.12 of the LLC Agreement (Officers) is hereby modified and amended by deleting Subsection (c) of such Section in its entirety and by substituting the following in lieu thereof:

(c) The initial CEO shall receive an annual salary of $*** or such other annual salary as is determined by the Management Committee in accordance with Section 6.1(g) above. In addition, all officers shall be entitled to reimbursement of out-of-pocket expenses incurred in connection with the performance of their duties as officers, ***.

          3.      No Other Amendments.   Except for the amendments, releases, authorizations and waivers set forth above, the text of the LLC Agreement shall remain unchanged and in full force and effect.

          4.      Effective Date.   The Amendment will be effective as of the date first written above.

          5.      Representations and Warranties.   Each of C9 and the MetroPCS Parties agrees, represents and warrants in favor of the other that this Amendment has been executed and delivered by a duly authorized representative of such, and the LLC Agreement, as modified and amended by this Amendment, constitutes a legal, valid and binding obligation of each such party and is enforceable against each such party in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws or (ii) general principles of equity;

          6.      Effect on the LLC Agreement.   Except as specifically provided herein, the LLC Agreement shall remain in full force and effect, and is hereby ratified, reaffirmed and confirmed.

          7.      Counterparts.   This Amendment may be executed in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. In proving this Amendment in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Delivery of an executed counterpart of this Amendment by facsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Amendment.

          8.      Law of Contract.   This Amendment and the rights and obligations of the Parties shall be governed by and construed in accordance with and subject to the laws of the State of Delaware, without regard to conflicts of laws principles.

(signature page follows)

     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written above.

C9 WIRELESS, LLC, a Delaware limited liability company
By:	/s/ Robert A. Gerard
	Name:	Robert A. Gerard
	Title:	Sole Member

GWI PCS1, INC., a Delaware Corporation
By:	/s/ Roger D. Linquist
	Name:	Roger D. Linquist
	Title:	President and Chief Executive Officer

METROPCS WIRELESS, INC., a Delaware Corporation
By:	/s/ Roger D. Linquist
	Name:	Roger D. Linquist
	Title:	President and Chief Executive Officer