•

Non-renewal of management agreements.    If Sprint PCS gives us timely notice that it does not intend to renew a management agreement, we may:



•

require Sprint PCS to purchase all of the operating assets used in connection with the network of the applicable subsidiary for an amount equal to 80% of the applicable subsidiary's "entire business value"; or



•

in all areas in such subsidiary's territory where Sprint PCS was the licensee for 20 MHz or more of the spectrum on the date the applicable management agreement was executed, require Sprint PCS to assign to such subsidiary, subject to governmental approval, up to 10 MHz of licensed spectrum for an amount equal to the greater of either (i) the original cost to Sprint PCS of the license plus any microwave relocation costs paid by Sprint PCS and (ii) 10% of such subsidiary's "entire business value."

If we give Sprint PCS timely notice of non-renewal, or we and Sprint PCS both give notice of non-renewal, or a management agreement expires with neither party giving a written notice of non-renewal, or if a management agreement can be terminated for failure to comply with legal requirements or regulatory considerations, Sprint PCS may, subject to certain limitations:

•

purchase all of the applicable subsidiary's operating assets, without stockholder approval, for an amount equal to 80% of its "entire business value"; or



•

require such subsidiary to purchase, subject to governmental approval, up to 10 MHz of licensed spectrum in such subsidiary's territory for an amount equal to the greater of either (i) the original cost to Sprint PCS of the license plus any microwave relocation costs paid by Sprint PCS and (ii) 10% of such subsidiary's "entire business value."



•

Determination of entire business value.    If the "entire business value" of an operating subsidiary is to be determined, Sprint PCS and iPCS will each select one independent appraiser and the two appraisers will select a third appraiser. The three appraisers will determine the subsidiary's "entire business value" on a going concern basis using the following principles:



•

the "entire business value" is based on the price a willing buyer would pay a willing seller for the entire ongoing business;



•

the then-current customary means of valuing a wireless telecommunications business will be used;



•

the business is conducted under the Sprint PCS brands and such company's affiliation agreements with Sprint PCS;



•

such company is deemed to own the spectrum and frequencies presently owned by Sprint PCS that are used by such company under such company's affiliation agreements with Sprint PCS; and



•

the valuation will not include any value for businesses not directly related to the Sprint PCS products and services, and those businesses will not be included in the sale.



•

Insurance.    We are required to obtain and maintain with financially reputable insurers who are licensed to do business in all jurisdictions where any work is performed under such company's management agreements, and who are reasonably acceptable to Sprint PCS, workers' compensation insurance, commercial general liability insurance, business automobile insurance, umbrella excess liability insurance and "all risk" property insurance.

19