1.

DEFINITIONS

1.1

“*** Service” means *** data services compatible with like services *** Sprint or its Affiliates.

1.2

“Affiliate ” means, with respect to Sprint or the Company, any facilities-based CMRS operating company that (a) is Controlled by the Party, (b) is an entity in which the Party has at least a fifty percent (50%) voting interest, or (c) is a Group Member of such Party. Without limiting the generality of the foregoing, for the purposes of this Agreement, the following entities will be deemed Affiliates of Sprint: Cox Communications PCS, L.P., American PCS Communications, LLC, PhillieCo, L.P., and SprintCom, Inc.

1.3

“After Acquired System” has the meaning set forth in Section 1.5 of Appendix I.

1.4

“Agreement ” means this Strategic Roaming Agreement, including all attachments, schedules and appendices attached hereto and each Party’s Technical Data Sheet provided from time to time, and the General Terms and Conditions for Roaming which are attached hereto.

1.5

“Assume Negative” means the validation process by which Roamers are assumed unauthorized until a positive notification has been received by the Serving Carrier.

1.6

“Authentication ” means the direct exchange of *** over *** connections through a network of carriers by which the identity of the Customer is confirmed through the use of industry standard encryption algorithms.

1.7

“Authorized Marks” is defined in Section 10.2.

1.8

“Authorized Receipt Point” or “ARP” means the location or address of the party designated by the Home Carrier as the delivery point for its CIBER records and authorized agent for performing CIBER edits.

1.9

“Authorized Roamer” means a Roamer using equipment with the MBI and line number range(s) listed in accordance with Section 3.1 of Appendix I (except as specified in Section 3.2 of Appendix I) for whom the Serving Carrier has not received a negative notification in accordance with the provisions of Article 3 of Appendix I (“Exchange of Information”) hereof.

1.10

“BID ” or “Billing Identification” means a five-digit code administered by CIBERNET that may be used instead of a SID for billing purposes to indicate a specific service area within a SID.

1.11

“Billing Period” is the period running from the day after the Close of Billing through the Close of Billing day in the subsequent month (normally the 16th through the 15th, unless the 15th falls on a non-business day).

1.12

“Build-out Schedule” has the meaning set forth in Section 2.1 of the CDMA Build-Out Agreement.

1.13

“*** System” has the meaning set forth in the CDMA Build-Out Agreement.

1.14

“CDMA Build-Out Agreement” means the CDMA Build-Out Agreement between Sprint and the Company dated of even date herewith.

1.15

“Change of Control” means a transaction or series of related transactions in which, (a) the ultimate parent entity of a Party changes, (b) ***% of the outstanding equity interests in a Party (whether by vote or value), are sold, transferred or otherwise disposed of, directly or indirectly, whether by way of merger or otherwise, to any Person or group of Persons, (c) all or substantially all of the assets of a Party are sold, transferred or otherwise disposed of by the Party, or (d) the Company Systems with respect to the entire Company SRA Market is sold, transferred or otherwise disposed of by the Party. The foregoing notwithstanding, and regardless of any FCC regulatory interpretations, a Change

1.16

“CIBER ” or “Cellular Intercarrier Billing Exchange Record” means the industry-standard record format used to transfer roamer billing data.

1.17

“CIBER Record” means the publication owned, prepared and maintained by CIBERNET Corporation as a service to the wireless communications industry. Unless specifically provided otherwise in this Agreement, all words and phrases used in this Agreement are in accordance with the definitions provided in the CIBER Record.

1.18

“CIBERNET Negative File Guidelines” means the negative file guidelines appearing in the CIBER Record in effect from time to time.

1.19

“Clearinghouse ” means the entity that provides for the exchange of CIBER Records and performs industry accepted CIBER edits.

1.20

“Close of Billing” is the 15th day of each calendar month or the next preceding business day if the 15th is not a business day.

1.21

“CMRS ” means Commercial Mobile Radio Service.

1.22

“Company ” has the meaning set forth in the preamble.

1.23

“Company Customer” means any Person, other than Sprint, purchasing Wireless Service directly from the Company or any of its Affiliates and homed to the Company SRA Market.

1.24

“Company Group Members” has the meaning set forth in the preamble.

1.25

“Company Guarantor” means General Communication, Inc., an Alaska corporation.

1.26

“Company Restricted Transaction” means a (a) Change of Control of the Company, or (b) the direct or indirect sale or disposition by the Company or any Company Group Member of any portion of the Company Systems (as such term is defined in the CDMA Build-Out Agreement) in the Company SRA Market (or portion thereof) constructed by the Company pursuant to the CDMA Build-Out Agreement. A GCI Company Acquisition will not constitute a Company Restricted Transaction.

1.27

“Company SRA Market” means the entire State of Alaska.

1.28

“Company Systems” has the meaning set forth in the CDMA Build-Out Agreement.

1.29

“Control ” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of management or policies

1.30

“Controlled Affiliate” has the meaning set forth in Section 2.5(d) of the CDMA Build-Out Agreement.

1.31

“Customer ” means a Sprint Customer or a Company Customer.

1.32

“Dispute ” has the meaning set forth in Section 7.1.

1.33

“Domestic ” means those Market areas that are under the North American Numbering Plan area.

1.34

“End User” means any Person being provided Wireless Service pursuant to any Private Label Service to the extent the Private Label Service Providers of such End Users have elected to use the Sprint primary national PRL and permit their End Users to roam on other wireless networks.

1.35

“ESN ” means the Electronic Serial Number that is burned in the Customer’s wireless telephone set by the manufacturer.

1.36

“ESN Exhaustion” means the situation where all potential ESNs have been issued by vendors.

1.37

“Facilities ” means the telecommunications switching equipment, cell site transceiver equipment, connecting circuits, software and other equipment installed, maintained, expanded, modified or replaced by the Company to render PCS Service within the Company SRA Market.

1.38

“FCC ” means the Federal Communications Commission.

1.39

“GCI Company Acquisition” means a transaction or transactions by or through which General Communication, Inc., or its affiliates (i) becomes the sole parent entity of the Company; or (ii) directly or indirectly acquires, through purchase, merger, or other means, all or any portion (A) of the equity interests in, or other securities of, the Company; or (B) of the assets of the Company.

1.40

“Home Carrier” means a Party who is providing Wireless Service to its registered Customers in a geographic area where it directly or through subsidiaries holds a license or permit for a domestic public wireless radio telecommunication system and station.

1.41

“In-Service Date” means the earlier of (a) the date on which Phase 1 of the Build-out Schedule has been completed and (b) *** Effective Date.

1.42

“*** Territory” has the meaning set forth in the CDMA Build-Out Agreement.

1.43

“*** Territory” has the meaning set forth in the CDMA Build-Out Agreement.

1.44

“Market ” means the geographical area, identified by a SID, BID, or other like governmental identifier, in which the applicable Party has a license or permit to provide Wireless Service.

1.45

“MBI ” means the “MIN Block Identifier” which is a six digit number assigned by a Home Carrier to identify a line number range of its MSIDs. *** range within an MBI is *** numbers.

1.46

“MDN ” means the “Mobile Dialable/Directory Number” which either (a) is assigned by a Home Carrier to a Customer subscribing to its Wireless Service, or (b) is ported to the Home Carrier by a Customer subscribing to its Wireless Service who previously had service with another telecommunications service provider.

1.47

“MIN ” means the “Mobile Identification Number” which is assigned by a Home Carrier to each of its registered Customers.

1.48

“Mobile Originated Short Messaging Service” or “MOSMS” means to send short alphanumeric messages from a Customer’s or End User’s handset.

1.49

“Mobile Terminated Short Messaging Service” or “MTSMS” means to receive short alphanumeric messages on a Customer’s or End User’s handset.

1.50

“MSID ” means the mobile station identifier that is assigned by a Home Carrier to each MDN of its registered Customers.

1.51

“NID ” means the five digit code assigned by a network operator that is used in conjunction with the SID to identify a coverage area.

1.52

“North American Numbering Plan” means for purposes of this Agreement, the format for telephone numbers in the United States, Puerto Rico, Guam, U.S. Virgin Islands and Canada that is a system of 10-digit numbers that uniquely identify every telephone connection in North America.

1.53

“PCS Service” means the Wireless Service provided by the Company using the Company Systems that includes voice service, MOSMS, MTSMS, Toll, and *** Service. PCS Service does not include roaming.

1.54

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or entity or Governmental Authority (as such term is defined in the CDMA Build-Out Agreement).

1.55

“Pre-Call Validation” or “PV” means call validation that occurs between the Serving Carrier and Home Carrier switches before a call is connected, with the purpose of detecting and blocking fraudulent call attempts.

1.56

“Private Label Service” means the Wireless Service provided by a Person to such Person’s End Users under such Person’s label, brand and marks, utilizing the Wireless Service provided to such Person by Sprint.

1.57

“Private Label Service Agreement” means any agreement between Sprint and a Person whereby that Person provides Wireless Service supplied by Sprint under such Person’s label, brand and marks.

1.58

“Private Label Service Provider” means any Person, other than Sprint or the Company, who provides Private Label Service to an End User.

1.59

“PRL ” means the preferred roaming list used by a Person to establish the network preference by which its Customers obtain Wireless Services.

1.60

“Proposed Buyer” has the meaning set forth in Section 4.3.3.

1.61

“Restated Agreements” has the meaning set forth in Section 4.3.3.

1.62

“Roamer ” means a retail or wholesale Customer who seeks Wireless Service in a geographic area outside the area served by its Home Carrier, but within the geographic area served by another Party.

1.63

“Roaming Light On/Off” means that the roaming indicator light on the handset of a Customer or End User is on or off, as applicable, while seeking Wireless Service in a particular area.

1.64

“Serving Carrier” means a Party who provides Wireless Service for registered Customers of the other Party while such Customers are out of their Home Carrier’s geographic service area and in the geographic service area where the Serving Carrier directly or through subsidiaries holds a license or permit for a domestic public wireless radio telecommunication system and station.

1.65

“SID ” means the five-digit code assigned to each Market by the FCC for each license issued to wireless carriers. SID refers to the Market, not the actual signal code transmitted in a Market.

1.66

“Spectrum ” has the meaning set forth in the preamble.

1.67

“Spectrum Lease” means the Spectrum Lease Agreement dated of even date herewith between Sprint and the Company.

1.68

“Sprint Communications Company” has the meaning set forth in Section 10.2.

1.69

“Sprint ” has the meaning set forth in the preamble.

1.70

“Sprint Customer” means any Person purchasing Wireless Service directly from Sprint or its Affiliates, under the Sprint brand name (but not including any customer of a Sprint Roaming Alliance Participant, or any customer of any other entity using the Sprint designation), from a Private Label Service Provider pursuant to a Private Label Service Agreement, or from a Sprint Network Affiliate; provided that in each case, the handset of such person is both CDMA compatible and is programmed with Sprint’s national PRL.

1.71

“Sprint Group Members” has the meaning set forth in the preamble.

1.72

“Sprint Network Affiliate” means any Person (other than a Sprint Roaming Alliance Participant) that Sprint has entered into a contract with to manage portions of the Sprint System and offer Sprint products and services under a license owned either by Sprint or one of its Affiliates or under a license owned directly by that Person or one of its affiliates.

1.73

“Sprint Nextel” has the meaning set forth in Section 2.5(a) of the CDMA Build-Out Agreement.

1.74

“Sprint Systems” has the meaning set forth in the CDMA Build-Out Agreement.

1.75

“Sprint Roaming Alliance Participant” means any Person with whom Sprint has entered into a strategic roaming alliance on substantially similar terms to this Agreement and the CDMA Build-Out Agreement.

1.76

“Technical Data Sheet” means a document used by the roaming industry for Home Carriers to notify Serving Carriers, on a periodic basis, of technical information about the Home Carrier’s Markets including, but not limited to, the list of valid MBI combinations of its customers, SIDs, BIDs, market names and point codes.

1.77

“Territory ” means The United States of America.

1.78

“Transaction Documents” means this Agreement, the CDMA Build-Out Agreement and the Spectrum Lease.

1.79

“Transfer Notice” has the meaning set forth in Section 4.3.3.

1.80

“Transmitted SID” means the five-digit code transmitted by each wireless carrier in a Market. Each wireless carrier will, to the extent reasonably practicable, identify the Transmitted SID in its Technical Data Sheet. The Transmitted SID may or may not be the SID assigned to that particular Market, but must be a SID as defined and must either be owned by the carrier, or the carrier transmitting/sending the SID must have permission from the carrier that owns the Transmitted SID to transmit/send the Transmitted SID in the Market.

1.81

“*** Territory” has the meaning set forth in the CDMA Build-Out Agreement.

1.82

“Wireless Service” means domestic public wireless radio telecommunications service and any other available public radio services authorized under the FCC Rules (as defined in the CDMA Build-Out Agreement), or other licensing authority in other jurisdiction(s), including but not limited to *** Services ***.

2.

NOTICE

(i)

If to Sprint or Spectrum:

(ii)

If to the Company:

Copy to:

(iii)

If to the Company Guarantor:

3.

REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1

Representations and Warranties of Sprint

3.1.1

Sprint represents and warrants that it has been duly authorized by all necessary action to enter into the Transaction Documents to which it is a party, and that each of the Transaction Documents, when duly executed by the Parties, will constitute the legal, valid and binding obligation of Sprint, enforceable against it in accordance with its terms.

3.1.2

Sprint represents and warrants that it has obtained all consents and approvals required to be obtained from each Sprint Group Member as are necessary for Sprint to enter into this Agreement on behalf of such Sprint Group Member.

3.1.3

Sprint represents and warrants that (a) each of the Sprint Group Members is a licensee or permittee of the Domestic Public Wireless Radio Telecommunications System(s) and Station(s) shown on the attached Attachment I-A serving the area(s) referred to therein and (b) only Sprint Group Members will be authorized Home Carriers hereunder.

3.2

Representations and Warranties of the Company

3.2.1

The Company represents and warrants that (a) it has been duly authorized by all necessary action to enter into each Transaction Document to which it is a party, (b) each of the Transaction Documents to which it is a party, when duly executed by the Parties, will constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; and (c) the Company has adequate federal, state and local licenses to allow it to offer the Wireless Services, and that it will use all commercially reasonable efforts to maintain such licenses for the duration of this Agreement.

3.2.2

The Company represents and warrants that it has obtained all consents and approvals required to be obtained from each Company Group Member as are necessary for the Company to enter into this Agreement on behalf of such Company Group Member.

3.2.3

The Company represents and warrants that (a) each of the Company Group Members is a licensee or permittee of the Domestic Public Wireless Radio Telecommunications System(s) and Station(s) shown on the attached Attachment I-A serving the area(s) referred to therein and (b) only the Company Group Members will be authorized Home Carriers under this Agreement.

3.3

Representations and Warranties of the Company Guarantor

3.3.1

The Company Guarantor represents and warrants that (a) it has been duly authorized by all necessary action to enter into each Transaction Document to which it is a party, (b) each of the Transaction Documents to which it is a party,

4.

CHANGE OF CONTROL AND MODIFICATIONS TO LICENSEE OR PERMITTEE PARTIES

4.1

Non-Substantial Modifications to Attachment I-A

4.1.1

In the event of *** Domestic Public Wireless Radio Telecommunication System(s) and Stations(s) by ***, may from time to time hereafter seek to amend Attachment I-A of this Agreement to *** upon written notice to the other and with the written consent of the other Party, which consent will not be unreasonably withheld, conditioned or delayed.

4.1.2

In the event of ***, may from time to time hereafter seek to amend Attachment I-A of this Agreement *** upon written notice to the other Party and with the written consent of the other Party, which consent will not be unreasonably withheld, conditioned or delayed. Approved additions will utilize rates *** in this Agreement.

4.1.3

Approved *** between such additional party or parties and all the existing Group Members as of the date set forth in an agreed upon amended Attachment I-A provided with the notice.

4.2

Except as provided in Section 4.3, in the case of ***, and Section 4.4, in the case ***, neither Party may sell, assign, transfer, or convey its interest in this Agreement or any of its rights or obligations hereunder without the written consent of the other Party.

4.3

Restrictions and Conditions on *** Restricted Transactions

4.3.1

Notwithstanding any implication to the contrary contained herein, *** will not enter into, or commit to enter into, *** Restricted Transaction prior to the completion (to the reasonable satisfaction of ***) of its build-out obligations under the Build-out Schedule.

4.3.2

Subject to Section 4.3.1, if *** desires to enter into a transaction that would constitute a Change of Control of ***, *** will notify *** in writing (the “Interest Notice”) prior to entering into any agreement with respect to the proposed transaction. The Interest Notice will include a reasonable description of the material terms and conditions of the proposed transaction in which *** is willing to engage, all of which will be commercially reasonable. *** will notify *** in writing as to whether *** intends to enter into the proposed Change of Control transaction with *** on terms and conditions that are substantially similar to the terms and conditions set forth in the Interest Notice. If *** delivers notice in accordance with the foregoing sentence, the Parties will negotiate in good faith to consummate a transaction *** notice. ***, Sprint will be deemed *** under this

4.3.3

*** declines *** any *** Restricted Transaction, or *** any *** Restricted Transaction that is not a Change of Control:

(1)

*** will provide written notice (the “Transfer Notice”) of the proposed *** Restricted Transaction, which will identify the proposed buyer, assignee or transferee (the “Proposed Buyer”), and will include, to the extent available to ***, copies of the audited financial statements of the Proposed Buyer for *** date (or unaudited financial statements for all or any portion of such period to the extent that audited financial statements are not available), ***, but *** the anticipated closing date. In addition to the foregoing, upon the written request of ***, *** will promptly deliver to *** such information with respect to such Proposed Buyer as is reasonably available to ***, and is reasonably requested by *** to evaluate the ability of the Proposed Buyer to assume the obligations of *** under the Transaction Documents.

(2)

In the case of a proposed *** Restricted Transaction described in clause (c) or (d) of the definition of Change of Control (or a *** Restricted Transaction that is not a Change of Control), *** (in addition to providing the Transfer Notice) will cause the Proposed Buyer to assume all of the obligations of *** under the Transaction Documents with respect to the transferred or otherwise affected Markets. In the case of a proposed *** Restricted Transaction described in clause (a) or (b) of the definition of Change of Control where *** does not survive the transaction, the Parties intend that the Proposed Buyer will assume by operation of law all of the obligations of *** under the Transaction Documents with respect to the transferred or otherwise affected Markets. If *** does not survive the transaction, and if the Proposed Buyer is not deemed to have assumed all of the obligations of *** under the Transaction Documents, *** will take all actions necessary to cause the Proposed Buyer to assume such obligations.

(3)

*** the Transfer Notice and the written agreements described in subsection (2) above, *** will have the right, by delivery of written notice to ***, to either (x) continue under the Transaction Documents with the Proposed Buyer (making whatever modifications to the Transaction Documents, if any, may be necessary to take into account the identity of the Proposed Buyer), (y) terminate the Transaction Documents either in their entirety or with respect to the transferred or otherwise affected Market(s), or (z) amend and restate the Transaction Documents, as applicable, to be effective upon the consummation of *** Restricted

4.4

If *** enters into a Change of Control transaction described in clause (c) or (d) of the definition of Change of Control, *** will promptly notify ***, and will cause the proposed transferee to assume all of the obligations of *** under the Transaction Documents with respect to the transferred or otherwise affected Markets. If *** a Change of Control transaction described in clause (a) or (b) of the definition of Change of Control, and ***, the Parties intend that the transferee will assume by operation of law all of the obligations of *** under the Transaction Documents with respect to the transferred or otherwise affected Markets. If *** does not survive the transaction, and if the transferee is not deemed to have assumed all of the obligations of *** under the Transaction Documents, *** will take all actions necessary to cause such transferee to assume such obligations.

5.

TERM AND TERMINATION

5.1

The initial term of this Agreement (the “Initial Term”) will commence on the Effective Date and, except as otherwise provided in Sections 4.3.2, 4.3.3 and this Article 5, *** In-Service Date. At the end of the initial term of this Agreement, this Agreement will *** (each, a “Renewal Term”) until such time as either Sprint or the Company terminates this Agreement, with or without cause, in accordance with the following sentence. Notwithstanding the foregoing, either Party may terminate this agreement at the end of the Initial Term or any Renewal Term by providing *** to the other Party. If a termination notice is delivered in accordance with the preceding sentence, then, notwithstanding the provisions of Section 2.5 of the CDMA Build-Out Agreement, upon delivery of such notice (a) *** will be permitted to install an Overbuild Network (as defined in the CDMA Build-Out Agreement) during the remainder of the Initial Term or the then-applicable Renewal Term and (b) for the remainder of the Initial Term or the then-applicable Renewal Term (and for a period of 12 months thereafter), the

5.2

In the event of a default (as described in Section 6.1 or 6.2) under this Agreement by ***, this Agreement may be terminated by *** (a) following the expiration of the cure period provided in Section 6.1 in the case of a default under Section 6.1 and (b) immediately in the case of default under Section 6.2, in each case, upon written notice to ***.

5.3

In the event of a default (as described in Section 6.1 or 6.2) under this Agreement by ***, this Agreement may be terminated by *** (a) following the expiration of the cure period provided in Section 6.1 in the case of a default under Section 6.1, and (b) immediately in the case of default under Section 6.2, in each case, upon written notice to ***.

5.4

In the event of a change by state or federal licensing authorities banning or severely impairing the use of Roamer service by substantially all of the *** Group Members or substantially all of *** Group Members, this Agreement may be terminated by either Party upon the delivery of written notice to the other Party; provided, however, that any such notice must be delivered *** by state or federal licensing authorities, and the termination will be effective on the effective date of such change.

5.5

In the event of the early termination of the CDMA Build-Out Agreement, this Agreement may be terminated by either Party upon the delivery of written notice to the other Party; provided that such Party is not in material breach of any of the Transaction Documents at the time of such notice, and provided further that any such termination will be effective on the effective date of the termination of the CDMA Build-Out Agreement. In the event of termination under this Section 5.5, Sprint and the Company will enter into *** in their respective Markets *** at the rates set forth in this Agreement for *** and on other terms and conditions that are substantially similar to the terms and conditions of *** agreement; provided that *** will continue to meet and provide, as the case may be, *** the performance standards and the core features and services being met and provided by *** pursuant to Sections 2.3 and 2.4 of the CDMA Build-Out Agreement at the effective date of the termination of this Agreement.

5.6

In the event of a material breach by *** of its obligations under the Spectrum Lease and the early termination of the Spectrum Lease by ***, *** may terminate

5.7

The suspension or termination of this Agreement will not affect the rights and liabilities of the Parties and their respective Group Members under this Agreement with respect to all Authorized Roamer charges incurred prior to the effective date of such termination or suspension.

5.8

The Parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof.

5.9

Termination of this Agreement for any reason will not relieve any Party of any liability that at the time of termination has already accrued to such Party or that thereafter may accrue in respect of any act or omission prior to such termination, or the survival of any right, duty or obligation of any Party which is expressly stated elsewhere in this Agreement to survive termination hereof.

6.

DEFAULT

6.1

A material breach of any term of this Agreement by such Party or its Group Member, which remains uncured *** following the receipt of written notice of the breach from the non-breaching Party;

6.2

Voluntary liquidation or dissolution of either Party;

6.3

A final order by the FCC revoking or denying renewal of a Wireless Service license or permit granted to such Party which, individually or in the aggregate, are material to the performance of such Party under any of the Transaction Documents; or

6.4

Such Party or, in the case of the Company, the Company Guarantor (a) filing pursuant to a statute of the United States or of any state, a petition for bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee for all or a substantial portion of such Party’s (or the Company Guarantor’s) property, (b) has filed against it, pursuant to a statute of the United States or of any state, a petition for bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee for all or a portion of such Party’s (or the

7.

DISPUTE RESOLUTION

7.1

Dispute Resolution Procedures. In the event of any controversy or claim of any nature arising out of or relating to this Agreement or the breach, termination or validity thereof, whether based on contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory, or any subject matter governed by this Agreement (a “Dispute”) the Parties agree to comply with the dispute resolution procedure set forth in this Article 7.

7.2

Continued Performance. Each Party will continue performance during the pendency of any Dispute, until the effective date of any termination of this Agreement under Article 5.

7.3

Notification and Response. If a Party has a Dispute, that Party will provide written notification to the other Party in accordance with Article 2, in the form of a claim identifying the issue or amount disputed and including a detailed reason for the claim. The Party against whom the claim is made will respond in writing to the claim *** of the notice of claim.

7.4

Escalation Procedure:

7.4.1

At the written request of one of the Parties, each Party will identify a knowledgeable, responsible representative with settlement authority to meet and negotiate in good faith to resolve the Dispute. The business representatives will meet (either by phone or in person) and attempt to resolve the Dispute *** the written request.

7.4.2

If the business representatives cannot resolve the Dispute ***, then the Dispute will be resolved in accordance with the remedies available at law or at equity, subject to the remainder of this Article 7.

7.5

Waiver of Jury Trial. Each Party waives its right to a jury trial in any court action arising among the Parties, whether under this Agreement or otherwise related to this Agreement, and whether made by claim, counterclaim, third party claim or otherwise.

7.6

Arbitration. If for any reason the jury waiver set forth in Section 7.5 is held to be unenforceable, the Parties agree to binding arbitration under the applicable commercial rules of the American Arbitration Association and 9 U.S.C. § 1, et seq. Any arbitration will be subject to the Choice of Law provision set forth in Section 7.7. Discovery in the arbitration will be governed by the Federal Rules of Civil Procedure. The determination of the arbitrator will be final, binding and conclusive upon the Parties and enforceable in a court of competent jurisdiction. The agreement of each Party to waive its right to a jury trial will be binding on its successors and assignees.

7.7

Choice of Law. This Agreement will be construed in accordance with the substantive laws of the State of Kansas, but not its rules relating to conflicts of laws.

7.8

Attorney’s Fees. The prevailing Party in any Dispute will be entitled to reasonable attorney’s fees and costs, including reasonable expert fees and costs. This provision will not apply if the prevailing Party rejected a written settlement offer that exceeds the prevailing Party’s recovery.

8.

INDEMNITY

9.

MISCELLANEOUS

9.1

Additional Terms and Provisions. Certain additional and supplemental terms and provisions of this Agreement, if any, are set forth in the Addendum to Strategic Roaming Agreement attached hereto and incorporated herein by reference.

9.2

No Partnership Or Agency Relationship Created. Nothing contained in this Agreement will constitute the Parties as partners with one another or render any Party liable for any debts or obligations of any other Party (except to the extent specifically provided in this Agreement), nor will any Party hereby be constituted the agent of any other Party.

9.3

Compliance with Laws. The Parties will comply with, conform to, and abide by all applicable laws, regulations, rules and orders of all governmental agencies and authorities, and agree that this Agreement is subject to such laws, regulations, rules and orders. All references in this Agreement to such laws, regulations, rules and orders include any successor provision. If any amendment to or replacement of the same materially alters the benefits, rights, and duties of the Parties hereunder, the Parties agree to negotiate in good faith an amendment to this Agreement to restore the respective positions of the Parties to substantially the same point as existed prior to such amendment or replacement.

9.4

Good Faith Efforts to Fulfill Obligations. The Parties agree to use their respective good faith efforts to fulfill all of their obligations under this Agreement. If additional agreements or modifications are necessary to effectuate the intent of this Agreement, Sprint and the Company will negotiate with each other in good faith. In no event, however, is either Sprint or the Company obligated to amend this Agreement or enter into other agreements if the efforts to negotiate in good faith do not result in such an amendment or other agreement that is satisfactory to both Parties.

9.5

Unenforceability. If any part of this Agreement is held to be invalid or unenforceable, such determination will not invalidate any other provision of this Agreement, to the greatest extent permitted by applicable law, so long as the economic and legal substance of this Agreement is not affected in any manner adverse to any Party.

9.6

Amendment. This Agreement, all appendices and attachments referenced herein or attached hereto and the Technical Data Sheets as they may be amended from time to time constitute the full and complete agreement of the Parties. Any prior agreements among the Parties with respect to the subject matter covered herein are hereby superseded. Except as otherwise provided in Sections 2.1(b) and 2.7 of the CDMA Build-Out Agreement, this Agreement may not be modified, except by a written document signed by a duly authorized representative of each of Sprint and the Company.

9.7

Waiver. Waiver of any breach of any provision of this Agreement must be in writing signed by Sprint in the case of a breach by the Company or a Company Group Member, or by the Company in the case of breach by Sprint or a Sprint Group Member, and such waiver will not be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision. The failure of a Party to insist upon strict performance of any provision of this Agreement or any obligation under this Agreement will not be a waiver of such Party’s right to demand strict compliance therewith in the future.

9.8

Fees for Sprint Services. The Company is solely responsible for development and maintenance, and any related costs or expenses, of its own network and any necessary labor or material required to modify the Company Systems so that the Company can provide near real time billing data for voice traffic compatible with nationally standardized platforms. Subject to Sprint’s availability and the Parties execution of a mutually acceptable purchase order, the Company may, at the Company’s sole discretion utilize Sprint’s consulting services at Sprint’s then-current rates.

9.9

Sprint Services Fee.

9.9.1

Sprint will review and monitor the Company’s compliance with the CDMA Build-Out Agreement, including the following sections: Section 2.1 “Construction”; Section 2.2 “Interoperability”; Section 2.3 “Network Performance Standards”; and Section 2.4 “Core Features and Services” along with the schedules referenced therein. The nature and extent of Sprint’s review and monitoring will be as determined by Sprint in its sole discretion. Notwithstanding any implication to the contrary contained in this Section 9.9.1, any failure by the Company to comply with its obligations under the CDMA Build-Out Agreement will be the sole responsibility of the Company regardless of any act or omission of Sprint under this Section 9.9.1, and the Company waives any right it may have to assert any claim against Sprint for failure to adequately monitor or review the Company’s compliance with the CDMA Build-Out Agreement.

9.9.2

The Company will make the following payments to Sprint by wire transfer of immediately available funds in consideration of the services described in Section 9.9.1 per the following schedule:

9.9.2.1

$*** upon execution of this Agreement

9.9.2.2

Payment of the following amounts not later than December 15 of the applicable year:                            (a) ***- $***

  (b) ***- $***

9.10

Headings. The headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

9.11

Capitalized Terms. Initial capitalized terms have the meaning as defined in Section 1 or as set forth in the section of this Agreement where referenced.

9.12

Execution in Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement.

9.13

Force Majure. Neither Party will be responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by reason of acts of God, wars, revolution, terrorism, civil commotion, acts of public enemy, embargo, acts of government in its sovereign capacity, epidemics, pandemics, labor difficulties, including without limitation, strikes, slowdowns, picketing or boycotts, or any other circumstances beyond the reasonable control and not involving any fault or negligence of the Party affected (“Condition”). If any such Condition occurs, (a) the Party affected, upon giving prompt notice to the other Party, will be excused from such performance on a day-to-day basis during the continuance of such Condition (and the other Party will likewise be

9.14

Publicity. Except as provided in Article 10, neither Party will (and the Company will cause the Company Guarantor not to) publicly announce the existence of any of the Transaction Documents or their terms and conditions without the prior consent of the other Party, which may be withheld in its sole discretion; provided, that the foregoing will not preclude communications or disclosures necessary to implement the provisions of this Agreement or to comply with accounting or Securities and Exchange Commission disclosure obligations or applicable FCC disclosure obligations.

9.15

Authorized Representative. For the purposes of this Agreement, Sprint will be the authorized representative of the Sprint Group and the Company will be the authorized representative of the Company Group.

9.16

Confidential Information. The provisions of Section 3.4 of the CDMA Build-Out Agreement are hereby incorporated by reference into this Agreement (without regard to whether the CDMA Build-Out Agreement has been terminated). Upon the written request of a Party, the other Party must return all Confidential Information, as defined in the CDMA Build-Out Agreement, to the requesting Party, or at the option of requesting Party, the other Party must destroy such Confidential Information and provide the requesting Party with written certification of destruction.

9.17

Limitation of Damages. Neither Party will be liable to the other Party (or their respective Indemnified Persons) for consequential (including without limitation loss of profits or savings), incidental, special, exemplary, punitive, or any other indirect damages, even if informed of the possibility that they may be incurred; provided, however, that this Section 9.17 will not restrict the rights of any Sprint Indemnified Person or Company Indemnified Person, as the case may be, to recover any such damages it has been required to pay to third parties.

9.18

Agreement Non-Exclusive. This Agreement is a non-exclusive arrangement between Sprint and the Company. Except as provided in Appendix I with respect to preferences, nothing contained in this Agreement is intended or should be construed to preclude or limit a Party from obtaining from or providing to a third party Wireless Service of a type available or required to be provided under this Agreement. This Agreement is entered into solely for the benefit of the Parties and no person other than the Parties, their respective successors, and to the extent

9.19

Resale of Services. *** will not resell *** System under this Agreement. *** may resell *** System under this Agreement; provided that the rates that the Company will charge Sprint for purposes of reselling *** System are set forth on Table *** and *** will provide *** with written notice *** such resale activities.

9.20

No Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties and no person other than the Parties, their respective successors, and (to the extent provided in Article 8) the persons entitled to indemnification pursuant to Article 8, may exercise any right or enforce any obligation hereunder.

9.21

Company Guarantor Guaranty. The Company Guarantor hereby irrevocably and unconditionally guarantees, for the benefit of Sprint (a) the performance by the Company of its obligations under the Transaction Documents; and (b) the accuracy and completeness of the representations and warranties made by the Company in any of the Transaction Documents. The Company and the Company Guarantor agree that Sprint will not be required to assert any claim or causes of action against the Company before asserting a claim or cause of action against the Company Guarantor. The guaranty contained in this Section 9.21 will not be affected, modified or impaired by any circumstance or event.

9.22

Other SRAs. The Company will negotiate in good faith to enter into roaming agreements with other Sprint Roaming Alliance Participants, on terms that are commercially reasonable, including rates that are not greater than the rates set forth in Table 3A (unless both the Company and the applicable Strategic Alliance Participants agree to higher rates).

9.23

GCI Company Acquisition. Sprint agrees to the consummation of a GCI Company Acquisition and no other consents or approvals by Sprint are required under the Transaction Documents for a GCI Company Acquisition.

9.24

Long Distance Revenue. Sprint and the Company Guarantor will execute an amendment to the Wholesale Services Data and Private Line Agreement, ***, as amended, pursuant to which Sprint will be the preferred carrier for all MultiProtocol Layer Switching (MPLS) traffic.

10.

USE OF TRADEMARKS AND MARKETING

10.1

Permission to Use Trademarks. Sprint Spectrum grants to the Company non-exclusive permission to use and display the Sprint Rural Alliance Member Designation set forth on Appendix II, which includes the Sprint name and logo design trademarks (the “Designation”), for purposes consistent with this Agreement. The Company will not assign or sublicense the Designation without prior written consent of Sprint Spectrum, which Sprint Spectrum may withhold in its sole discretion. The Company acquires no interest in the Designation through the use. No other use of Sprint Spectrum’s trademarks (or the trademark of any Affiliate of Sprint Spectrum or Sprint Nextel) is permitted.

10.2

Restrictions on Use. The Company’s use of the Designation is restricted to advertising materials. The Company agrees to always use the Designation in its entirety and in accordance with the Sprint Rural Alliance Guidelines attached to Appendix II. The Company will not use the Designation in whole or in part in its trade name, domain name(s), website metatag or similar programming tools, “vanity” telephone numbers, phone, directory-assistance listings or on business stationery, including business cards, signage or billing statements.

10.3

Ownership. Sprint Spectrum, Sprint Nextel and their respective Affiliates own all right, title and interest in the Designation and the goodwill associated with it. The Company acquires no rights in the Designation except those limited rights expressly granted under this Agreement. Any goodwill derived from the Company’s use of the Designation will inure to Sprint Spectrum’s benefit. The Company will not, directly or indirectly, contest the validity of the Designation or Sprint Spectrum’s rights in it and will not register or attempt to register the Designation in whole or in part or any confusingly similar variation.

10.4

Enforcement and Defense.

10.4.1

Sprint Spectrum Controls Enforcement. The Company will notify Sprint Spectrum of any infringement or unauthorized use of the Designation in any form of which the Company has knowledge. Sprint Spectrum, at its sole discretion, will determine how it will respond.

10.4.2

Sprint Spectrum Controls Defense. Sprint Spectrum will defend and settle any trademark infringement claim relating to the Designation at Sprint Spectrum’s expense. Sprint Spectrum may terminate the Company’s permission to use any portion of the Designation to settle any claim. The Company will not defend any claims without the prior written consent of Sprint Spectrum, which Sprint Spectrum may withhold in its sole discretion.

10.5

Quality Control. The Company will:

10.5.1

maintain a consistently high quality for the products and services offered in connection with the Designation;

10.5.2

adhere to the guidelines provided by *** and any other *** may from time to time communicate to ***;

10.5.3

comply with all applicable laws and regulations governing the operation of the business and the use of the Designation and trademarks that are included in it;

10.5.4

not combine the Designation in whole or in part with other marks to create a new unitary mark;

10.5.5

not alter or modify the Designation in whole or in part in any way;

10.5.6

without limiting the obligations under Section 10.6 below, at Sprint Spectrum’s request, submit representative samples of the Company’s use of the Designation to Sprint Spectrum; and

10.5.7

promptly notify Sprint Spectrum of any known, suspected, or potential violation of this Article 10.

10.6

Sprint Spectrum’s Prior Approval. The Company will provide examples to Sprint Spectrum of each proposed use of the Designation prior to its use by the Company. Sprint Spectrum will have the right of prior approval, which Sprint Spectrum may withhold in its sole discretion, with respect to each form of use of the Designation.

10.7

Identification of Company. The Company will identify itself at all times by its own name and may not identify itself as Sprint Spectrum or as a Sprint Nextel Affiliate.

10.8

Press releases. The Company will not issue press releases about Sprint Nextel or its Affiliates, or any of their respective products, services, or customers, except with the prior written approval of Sprint Nextel.

10.8.1

The Company may use the Sprint Rural Alliance Member designation described in Appendix II in accordance with the terms and conditions of this Agreement. One or more Sprint Nextel trademarks are included in the designation.

10.8.2

Sprint Nextel may claim the Company SRA Market as part of its Sprint Vision® coverage territory claim in its marketing.

10.8.3

Except as provided in this Section 10 or in Appendix II, neither Sprint Nextel nor the Company has the right to use the intellectual property of the other party.

By:

/s/ Christopher G. Weasler

Print:

Christopher G. Weasler

Title:

Vice President

Date:

October 30, 2007

ALASKA DIGITEL, LLC

By:

/s/ Stephen M. Roberts

Print:

Stephen M. Roberts

Title:

President

Date:

October 30, 2007

COMPANY GUARANTOR:

GENERAL COMMUNICATION, INC.

By:

/s/ William C. Behnke

Print:

William C. Behnke

Title:

Senior Vice President

Date:

October 31, 2007

1.

PROVISION OF SERVICE

1.1

Each Party will provide (and will cause its Group Members to provide), to any Authorized Roamer who so requests, Wireless Service in accordance with the rates and services set forth in Attachment I-B hereto, pursuant to the terms and conditions of this Agreement. Except as required and agreed upon in the CDMA Build-Out Agreement, the Serving Carrier will not be required by this Agreement to modify or supplement its System in any way to address any incompatibility in the technologies used by the Serving Carrier and the Home Carrier that may preclude the provision of Wireless Service to an Authorized Roamer; provided, however, that Sprint and the Company will use commercially reasonable efforts to implement modifications to permit enhanced roaming (i.e., data, push-to-talk, SMS) for the Company Customers homed to the Company SRA Market (but, for purposes of clarification, Sprint has no such obligation with respect to the Company Customers homed to markets other than the Company SRA Market).

1.2

Notwithstanding anything in this Agreement to the contrary, a Serving Carrier may suspend service to an Authorized Roamer, but such suspension will not affect the rights and obligations of the Parties for Wireless Service furnished hereunder prior to such suspension.

1.3

In connection with its Wireless Service to Roamers, no Serving Carrier will use recorded announcements or other inducements for an Authorized Roamer to discontinue the Wireless Service of its Home Carrier or, unless otherwise authorized herein, Roamer’s use of a Serving Carrier’s system.

1.4

If a Home Carrier provides the capability *** to allow Non-Domestic calls for individual MSID/ESN combinations and passes the appropriate feature profile to the Serving Carrier, then Non-Domestic calls will be allowed for those specific MSID/ESN combinations authorized by the Home Carrier. The Serving Carrier will indemnify and defend the Home Carrier for Non-Domestic calls placed contrary to this provision. Home Carrier will indemnify the Serving Carrier for any Non-Domestic calls permitted in compliance with such IS-41 messaging instructions.

1.5

Preference

1.5.1

Subject to Section 1.5.2, where technically feasible (as determined by Sprint in its reasonable discretion), Sprint will use commercially reasonable efforts to program the handsets of all Sprint Customers and End Users so the Sprint Customers’ and End Users’ handsets will automatically prefer, while roaming (i.e., no Wireless Service from Sprint or any Sprint Network Affiliate is available), the Transmitted

1.5.2

If Sprint Nextel or any of its Controlled Affiliates acquires a business or entity that is already operating, or plans to operate pursuant to Prior Committed Construction, a *** System in the Company SRA Market (an “After Acquired System”), then from and after the date of acquisition of the After Acquired System, Sprint and its Controlled Affiliates will only be required to prefer (as such term is used in Section 1.5.1) the Company System in the Company SRA Market over the After Acquired System for those Sprint Customers and End Users who are homed outside the Company SRA Market (and then, only to the extent Sprint is required to prefer a particular Market within the Company SRA Market in accordance with Section 1.5.1). Sprint will not be required to prefer (or, in the case of one of Sprint's Controlled Affiliates, to cause such Controlled Affiliate to prefer) the Company's System over the After Acquired System in the Company SRA Market for any other customers, including but not limited to the customers of the After Acquired System and Sprint Customers and End Users homed inside the Company SRA Market. Sprint will have no obligation to the Company with respect to customers of the After Acquired System who do not meet the definition of Sprint Customers.

1.5.3

Sprint will perform an Over the Air Parameter Administration (“OTAPA”) push to all Sprint OTAPA capable subscriber phones of the unique Transmitted SIDs of the Company and the Company Group Members in the Company SRA Market *** the In-Service Date.

1.6

Where technically feasible (as determined by Sprint in its sole discretion), Sprint Customers and End Users will have their Roaming Lights Off in the *** Territory. Sprint Customers and End Users will have their Roaming Lights On in all other Markets within the Company SRA Market. In connection with the foregoing, the Company will use different SID/NID combinations of Transmitted SIDs in the *** Territory on the one hand, and in the *** Territory and the *** Territory (including the Satellite Sites) on the other hand. On or prior to the Effective Date, the Company has provided Sprint with a complete list of the SID/NID combinations in the Company SRA Market. The Company will notify Sprint in writing *** of any changes to the SID/NID combinations in the Company SRA Market.

1.7

Where technically feasible (as determined by the Company in its reasonable discretion), the Company will program the handsets of Company Customers and End Users so the Company Customers’ and End Users’ handsets will automatically prefer, while roaming (i.e., no Wireless Service from the Company is available), the Transmitted SIDs of Sprint in the Sprint Markets identified in

1.8

The Company will offer Sprint *** Market. Sprint, at its sole discretion, *** the Company, may elect to accept or reject the lower roaming rates.

1.9

Each Party will have the right, on an annual basis during the term of this Agreement, to retain a third party to conduct an audit of the other Party’s PRL system solely to confirm compliance with the roaming preference provisions set forth in this Appendix I.

2.

DIVISION OF REVENUE

2.1

Each Home Carrier, whose Customers (including, for purposes of this Section 2.1, the customers of its resellers) receive Wireless Service from a Serving Carrier as Authorized Roamers under this Agreement, will pay that Serving Carrier ***% of that Serving Carrier’s charges for the provided Wireless Service set forth in Attachment I-B ***. The rates set forth in Attachment I-B will apply to any SID/BIDs referenced on Attachment I-A. If a SID/BID is not referenced on Attachment I-B, then any “current rates” that are in place between SID/BID combinations will continue until the new SID/BIDs are added to this Agreement at an agreed upon rate. If there are no current rates in effect, then default rates per each Party’s Technical Data Sheet will apply until the new SID/BIDs are added to this Agreement.

2.2

Requests to add a Market pursuant to Section 4.1 of this Agreement will be given in accordance with Section 2 of this Agreement. The rates set forth in Attachment I-B will become available to the Home Carrier’s approved newly acquired Market(s) following *** after the approval in accordance with Section 4.1 of this Agreement, *** approval.

2.3

Sprint or the Company may from time to time hereafter seek to amend Attachment I-A of this Agreement to split a SID into multiple BIDs upon *** written notice to the other Party. BID additions will utilize rates previously used by the SID provided the BIDs cover the same geographic area as the prior SID.

2.4

If an incorrect roaming rate is charged by the Serving Carrier to the Home Carrier in the Markets listed in Attachment I-A, the Serving Carrier will refund all amounts in excess of the rates in Attachment I-B hereto back to the Home Carrier *** the Home Carrier. Each Serving Carrier will have *** to invoice for amounts in excess of the contract rate. There will not be any refunds for any undercharges by a Serving Carrier under any circumstances.

3.

EXCHANGE OF INFORMATION

3.1

Each Party’s Technical Data Sheet contains Attachment I-A’s list of the valid MBIs used by the Home Carrier to identify its respective Customers. Except as specifically set forth herein, these MBIs will be accepted by the other Party. Each MBI is and will be within the entire line number range ***, or a specified portion thereof. Each Party will be responsible for all billings otherwise properly made under this Agreement to any number listed by such Party within the range or

3.2

Validation and Fraud Protection

3.2.1

In order to prevent fraud, the Parties agree to use PV and, upon request by either Party, Authentication.

3.2.2

The Parties will use PV to send an inquiry to the Home Carrier’s switch to determine if the MSID/ESN combination of the Roamer’s equipment is authorized for Wireless Service. If the response of the Home Carrier’s switch is that the MSID/ESN combination is authorized, the Serving Carrier will consider the Roamer to be an Authorized Roamer for a fixed period of time (time period to be determined by the Serving Carrier). If the response of the Home Carrier’s switch is that the MSID/ESN combination is not authorized, the Serving Carrier will deny Wireless Service. If the Home Carrier’s switch does not respond to the inquiry the Serving Carrier will Assume Negative and deny Roamer Wireless Service until such time as a response is received from the Home Carrier authorizing Wireless Service. If the Serving Carrier provides any other Wireless Service, the Serving Carrier will be responsible for all such charges.

3.2.3

The Home Carrier agrees to implement negative file suppression with the appropriate Clearinghouse and the Parties agree that CIBERNET Negative File Guidelines and procedures will not apply.

3.2.4

Each Serving Carrier will use commercially reasonable efforts to provide each Home Carrier with near real-time visibility of call detail records and deliver such call detail records to the Home Carrier (or such other entity designated by Home Carrier from time to time), delivered through a network compatible with the Sprint Systems (e.g. Roamex by Fair Isaac). Each Party will make a good faith effort to deliver such information in a timely manner. The Serving Carrier will not have liability if it does not provide real time visibility or in the event of a temporary failure of the system.

3.2.5

Each Serving Carrier agrees to use best efforts to monitor its network and notify the Home Carrier of high roaming usage by Home Carrier’s Roamers which the Serving Carrier suspects to be fraudulent. Under no circumstances is the Serving Carrier liable for fraudulent roaming usage on its network due to its failure to notify the Home Carrier of suspected fraudulent usage.

3.3

The Parties will cooperate and, as necessary, Sprint and the Company will negotiate in good faith to supplement this Agreement to minimize fraudulent or other unwarranted use of their respective networks by Roamers hereunder. If any Party reasonably decides that, in its sole judgment, despite due diligence and

3.4

Upon the implementation of wireless number portability and/or number pooling in any portion of a Party’s system, the Parties will cooperate with each other in establishing methods for exchanging ESN, MIN, MSID, MBI and any and all other information required to permit roaming by Sprint Customers and Company Customers in their respective systems as described herein.

3.5

Upon ESN Exhaustion by handset vendor(s), the Parties will cooperate with each other in establishing a technical and commercial solution that does not negatively affect Customers operating on either Party’s network.

3.6

The Parties agree that:

3.6.1

the SID/BIDs listed in Attachment I-A and referenced in Attachment I-B are used as market and billing identifiers only and may not represent Transmitted SIDs;

3.6.2

each Party uses Transmitted SIDs, and the SID/BIDs in Attachment I-A might not be the Transmitted SID;

3.6.3

each Party is responsible for the programming of the preferred roaming list in each of its handsets and has the duty to check with the other Party to determine the Transmitted SIDs the other Party is transmitting in each market;

3.6.4

neither Party has the duty to update or inform the other Party when it changes or modifies its Transmitted SIDs, however each Party will promptly provide to the other a complete list of Transmitted SIDs upon request. Any SID/BIDs that the Home Carrier owns or has legal authority to use may be used as a Transmitted SID in any market.

4.

BILLING

4.1

Each Home Carrier will be responsible for billing to, and collecting from, its own Customers all charges that are incurred by such Customers as a result of Wireless Service provided to them as Authorized Roamers by the Serving Carrier. The Home Carrier will also be responsible for billing its Customers for, and remitting to, the Federal Government all federal excise tax that may be due in connection with the Wireless Service being billed by it to its Customers.

4.2

Each Serving Carrier who provides Wireless Service to an Authorized Roamer pursuant to this Agreement will process roaming call detail records and forward Roamer billing information on a daily basis in accordance with the procedures and standards set forth in the CIBER Record to the Home Carrier’s Authorized Receipt Point. The Home Carrier will pay for Authorized Roamer charges based on the settlement report provided by its Clearinghouse and pursuant to the

4.3

Where the Authorized Roamer billing information required to be provided by the Serving Carrier in accordance with Section 4.2 above is not in accordance with the CIBER Record, the Home Carrier may return the defective record to the Serving Carrier as provided in the CIBER Record. Returning the defective record will be in accordance with CIBER Record established procedures. The Serving Carrier may correct the defective record and return it to the Home Carrier for billing, provided that the time period from the date of the call to the receipt of the corrected record does not exceed the time period specified under Section 5.4 of this Appendix I.

4.4

No credit for insufficient data or defective records will be permitted except as provided in Section 4.3 above, unless mutually agreed upon by Sprint and the Company. Any credit that is requested by the Home Carrier must be fully documented and submitted utilizing the format set forth in Attachment I-C.

4.5

Each Home Carrier may at its discretion perform any necessary edits at its Clearinghouse on incollect or outcollect call records to ensure compliance with the terms of this Agreement.

4.6

Additions or deletions of MBIs and line number range(s) will be effective *** receipt of notification of such changes, additions or deletions by Sprint for the Company Group, or by the Company for the Sprint Group.

4.7

Billing Invoice Summary. The minimum information needed for an invoice issued with non-clearinghouse documentation includes the following:

-

Billing Period (To/From Dates)

-

Batch Sequence Number

-

Batch Date

-

Serving and Home SIDs (the five-digit numeric corresponding to the FCC designation of the carrier)

-

Total Airtime Charges

-

Total Intra-State Toll

-

Total Inter-State Toll

-

Other Charges and Credits

-

Total Charges

5.

SETTLEMENT/OPERATING PROCEDURES

5.1

These settlement operating procedures will be in effect until new Operating Procedures are published by the CIBERNET Corporation (“CIBERNET’), 4600 East-West Highway, Bethesda, Md. 20814, for Roamer agreements used domestically by the Cellular Telecommunications Industry Association. At such time as new Operating Procedures (“New Operating Procedures”) are published

5.2

Each Party will settle its accounts with the other Party on the Close of Billing. The Home Carrier will remit to the Serving Carrier’s designated account by wire transfer or check such amounts as are due to the Serving Carrier as of the Close of Billing. All invoices will be billed on a current basis. The failure of a Party to submit properly formatted and documented invoices may result in a delay of payment. Neither Party will be responsible for payment for Wireless Service provided *** date. Carriers utilizing net settlement procedures set forth in the CIBER Record are not required to submit a paper invoice and will make payments in accordance with such net settlement procedures.

5.3

Payments for undisputed amounts will be provided in the form of a check or wire transfer and must be received by the payee *** (“Payment Due Date”) following the receipt of the invoice. Payments received later than the Payment Due Date will be subject to a late charge of either ***% of the outstanding balance for each *** period (or portion thereof) that such payments are late or the highest percentage of the outstanding balance permitted by law, whichever is lower. The only exception to late charges are: (a) amounts that are the subject of a valid dispute by the Home Carrier and which the Home Carrier has provided prior written notice of such dispute to the Serving Carrier, or (b) payments that are delayed in forwarding through circumstances that are beyond the control of the Home Carrier and are agreed to in advance by the Serving Carrier, which agreement will not be unreasonably withheld. Disputed amounts will be paid, if owed, *** the dispute. Each Party may offset the amount owed to the other Party under this Agreement and a single payment of the balance to the Party entitled to receive such balance will be made. All amounts required to be paid under this Agreement will be payable in United States currency.

5.4

Message records are considered to have failed the CIBER Record Edit if the message is *** when it is received at the Home Carrier’s Authorized Receipt Point. Message records which are rejected from the Home Carrier’s ARP and returned to the Serving Carrier are considered to have failed the CIBER Record Edit if the message is ***. Determination of the age of a message record is from the date of the call.

5.5

All requests to remove and/or reinstate exchanges must be in writing and sent via e-mail to the contact person identified in the Technical Data Sheet. Such requests will be completed within one business day following receipt when possible, but not later than three business days following receipt. After the expiration of the three business days deadline, if an exchange is not removed the liability for any fraud incurred will be the responsibility of the Serving Carrier. The Home Carrier will submit all claims, in writing, for the fraudulent usage to the Serving Carrier.

LICENSEE/PERMITTEE

SID/BID NUMBER

MARKET NAME

STATE

WirelessCO, L.P.

4103

BIRMINGHAM

AL

WirelessCO, L.P.

4106

BOSTON

MA

WirelessCO, L.P.

4107

BUFFALO

NY

WirelessCO, L.P.

4120

DALLAS

TX

WirelessCO, L.P.

4121

DENVER

CO

WirelessCO, L.P.

4124

DES MOINES

IA

WirelessCO, L.P.

4126

DETROIT

MI

SprintCom, Inc.

4132

HONOLULU

HI

WirelessCO, L.P.

4135

INDIANAPOLIS

IN

WirelessCO, L.P.

4139

KANSAS CITY

MO

WirelessCO, L.P.

4144

LITTLE ROCK

AR

Cox PCS License, L.L.C.

4145

SAN DIEGO

CA

WirelessCO, L.P.

4148

LOUISVILLE

KY

WirelessCO, L.P.

4151

MIAMI

FL

WirelessCO, L.P.

4153

MILWAUKEE

WI

WirelessCO, L.P.

4155

MINNEAPOLIS

MN

WirelessCO, L.P.

4157

NASHVILLE

TN

WirelessCO, L.P.

4159

NEW ORLEANS

LA

WirelessCO, L.P.

4162

NEW YORK

NY

WirelessCO, L.P.

4164

OKLAHOMA CITY

OK

WirelessCO, L.P.

4166

OMAHA

NE

PhillieCo, L.P.

4168

PHILADELPHIA

PA

WirelessCO, L.P.

4170

PHOENIX

AZ

WirelessCO, L.P.

4171

PITTSBURGH

PA

WirelessCO, L.P.

4174

PORTLAND

OR

WirelessCO, L.P.

4180

SALT LAKE CITY

UT

WirelessCO, L.P.

4181

SAN ANTONIO

TX

WirelessCO, L.P.

4183

SAN FRANCISCO

CA

WirelessCO, L.P.

4186

SEATTLE

WA

WirelessCO, L.P.

4188

SPOKANE

WA

WirelessCO, L.P.

4190

ST. LOUIS

MO

WirelessCO, L.P.

4194

TULSA

OK

APC PCS, L.L.C.

4195

WASHINGTON/BALT

DC/MD

WirelessCO, L.P.

4198

WICHITA

KS

SprintCom, Inc.

4236

ALBANY

GA

SprintCom, Inc.

4240

ALBUQUERQUE

NM

SprintCom, Inc.

4254

ANCHORAGE

AK

SprintCom, Inc.

4258

ANDERSON

SC

SprintCom, Inc.

4266

ASHEVILLE

NC

SprintCom, Inc.

4268

ASHTABULA

OH

SprintCom, Inc.

4272

ATHENS

GA

SprintCom, Inc.

4274

ATLANTA

GA

WirelessCO, L.P.

4289

BATON ROUGE

LA

SprintCom, Inc.

4294

BEAUMONT

TX

SprintCom, Inc.

4296

BENTON HARBOR

MI

WirelessCO, L.P.

4304

BATON ROUGE

LA

SprintCom, Inc.

4318

BLOOMINGTON

IL

SprintCom, Inc.

4322

BLUEFIELD

WV

SprintCom, Inc.

4324

BLYTHEVILLE

AR

SprintCom, Inc.

4344

BRYAN

TX

SprintCom, Inc.

4350

BURLINGTON

NC

SprintCom, Inc.

4356

CANTON

OH

SprintCom, Inc.

4362

CARLSBAD

NM

SprintCom, Inc.

4368

CHAMPAIGN

IL

SprintCom, Inc.

4372

CHARLESTON

SC

SprintCom, Inc.

4374

CHARLESTON

WV

SprintCom, Inc.

4376

CHARLOTTE

NC

SprintCom, Inc.

4380

CHATTANOOGA

TN

SprintCom, Inc.

4384

CHICAGO

IL

SprintCom, Inc.

4389

CHILLICOTHE

OH

SprintCom, Inc.

4390

CINCINNATI

OH

SprintCom, Inc.

4396

CLEVELAND

OH

SprintCom, Inc.

4398

CLEVELAND

TN

SprintCom, Inc.

4410

COLUMBIA

SC

SprintCom, Inc.

4416

COLUMBUS

MS

SprintCom, Inc.

4418

COLUMBUS

OH

SprintCom, Inc.

4432

DALTON

GA

SprintCom, Inc.

4434

DANVILLE

IL

SprintCom, Inc.

4436

DANVILLE

VA

SprintCom, Inc.

4440

DAYTON

OH

SprintCom, Inc.

4442

DAYTONA BEACH

FL

SprintCom, Inc.

4446

DECATUR

IL

SprintCom, Inc.

4468

DYERSBURG

TN

SprintCom, Inc.

4472

EAST LIVERPOOL

OH

SprintCom, Inc.

4480

EL PASO

TX

SprintCom, Inc.

4482

ELKHART

IN

SprintCom, Inc.

4490

ERIE

PA

SprintCom, Inc.

4500

FAIRBANKS

AK

SprintCom, Inc.

4506

FARMINGTON

NM

SprintCom, Inc.

4510

FAYETTEVILLE

NC

SprintCom, Inc.

4522

FLORENCE

SC

SprintCom, Inc.

4542

FT. WAYNE

IN

SprintCom, Inc.

4546

GAINESVILLE

FL

SprintCom, Inc.

4548

GAINESVILLE

GA

SprintCom, Inc.

4550

GALESBURG

IL

SprintCom, Inc.

4552

GALLUP

NM

SprintCom, Inc.

4558

GOLDSBORO

NC

SprintCom, Inc.

4576

GREENSBORO

NC

SprintCom, Inc.

4578

GREENSVILLE

MS

SprintCom, Inc.

4580

GREENVILLE

NC

SprintCom, Inc.

4582

GREENVILLE

SC

SprintCom, Inc.

4584

GREENWOOD

SC

SprintCom, Inc.

4608

HICKORY

NC

SprintCom, Inc.

4622

HOUSTON

TX

SprintCom, Inc.

4624

HUNTINGTON

WV

SprintCom, Inc.

4650

JACKSON

MS

SprintCom, Inc.

4652

JACKSON

TN

SprintCom, Inc.

4654

JACKSONVILLE

FL

SprintCom, Inc.

4656

JACKSONVILLE

IL

SprintCom, Inc.

4658

JACKSONVILLE

NC

SprintCom, Inc.

4672

JUNEAU

AK

SprintCom, Inc.

4680

KANKAKEE

IL

SprintCom, Inc.

4688

KINGSPORT

TN

SprintCom, Inc.

4694

KNOXVILLE

TN

SprintCom, Inc.

4706

LAKE CHARLES

LA

SprintCom, Inc.

4708

LAKELAND

FL

SprintCom, Inc.

4716

LAS CRUCES

NM

SprintCom, Inc.

4718

LAS SALLE

IL

SprintCom, Inc.

4748

LOGAN

WV

SprintCom, Inc.

4760

LUFKIN

LA

SprintCom, Inc.

4762

LYNCHBURG

VA

SprintCom, Inc.

4764

MACON

GA

SprintCom, Inc.

4778

MANSFIELD

OH

SprintCom, Inc.

4784

MARION

OH

SprintCom, Inc.

4790

MATRINSVILLE

VA

SprintCom, Inc.

4794

MATTOON

IL

SprintCom, Inc.

4796

MAYAGUEZ

PR

SprintCom, Inc.

4806

MEADVILLE

PA

SprintCom, Inc.

4810

MELBOURNE

FL

SprintCom, Inc.

4812

MEMPHIS

TN

SprintCom, Inc.

4820

MICHIGAN CITY

IN

SprintCom, Inc.

4822

MIDDLESBORO

KY

WirelessCO, L.P.

4828

MINNEAPOLIS

MN

SprintCom, Inc.

4856

MYRTLE BEACH

SC

SprintCom, Inc.

4862

NATCHEZ

MS

SprintCom, Inc.

4864

NEW BERN

NC

SprintCom, Inc.

4880

NORFOLK

VA

SprintCom, Inc.

4886

OCALA

FL

SprintCom, Inc.

4902

OPELIKA

AL

SprintCom, Inc.

4904

ORANGEBURG

SC

SprintCom, Inc.

4918

PARKERSBURG

WV

SprintCom, Inc.

4922

PEORIA

IL

WirelessCO, L.P. 

4928

PHOENIX

AZ

SprintCom, Inc.

4952

PORTSMOUTH

OH

SprintCom, Inc.

4970

RALEIGH

NC

SprintCom, Inc.

4982

RICHMOND

VA

SprintCom, Inc.

4986

ROANOKE RAPIDS

NC

SprintCom, Inc.

4988

ROANOKE

VA

SprintCom, Inc.

4996

ROCKFORD

IL

SprintCom, Inc.

4998

ROCKY MOUNT

NC

SprintCom, Inc.

5002

ROME

GA

SprintCom, Inc.

5006

ROSWELL

NM

SprintCom, Inc.

5034

SAN JUAN

PR

SprintCom, Inc.

5038

SANDUSKY

OH

SprintCom, Inc.

5042

SANTA FE

NM

SprintCom, Inc.

5044

SARASOTA

FL

SprintCom, Inc.

5048

SAVANNAH

GA

SprintCom, Inc.

5060

SHARON

PA

SprintCom, Inc.

5076

SOUTH BEND

IN

SprintCom, Inc.

5080

SPRINGFIELD

IL

SprintCom, Inc.

5096

STAUNTON

VA

SprintCom, Inc.

5108

SUMTER

SC

SprintCom, Inc.

5114

TALLAHASSEE

FL

SprintCom, Inc.

5116

TAMPA

FL

SprintCom, Inc.

5134

TUPELO

MS

SprintCom, Inc.

5142

U.S. VIRGIN ISLANDS

SprintCom, Inc.

5146

VALDOSTA

GA

SprintCom, Inc.

5148

VICKSBURG

MS

SprintCom, Inc.

5150

VICTORIA

TX

SprintCom, Inc.

5174

WAYCROSS

GA

SprintCom, Inc.

5186

WILLIAMSON

WV

SprintCom, Inc.

5194

WILMINGTON

NC

SprintCom, Inc.

5206

YOUNGSTOWN

OH

SprintCom, Inc.

5212

ZANESVILLE

OH

SprintCom, Inc.

5287

ATHENS

OH

SprintCom, Inc.

5293

AUGUSTA

GA

SprintCom, Inc.

5311

BECKLEY

WV

SprintCom, Inc.

5337

BLUEFIELD

WV

WirelessCO, L.P. 

5351

BREMERTON

WA

SprintCom, Inc.

5357

BRUNSWICK

GA

SprintCom, Inc.

5387

CHARLESTON

WV

SprintCom, Inc.

5397

CHICAGO

IL

SprintCom, Inc.

5401

CHILLICOTHE

OH

WirelessCO, L.P.

5419

COLORADO SPRINGS

CO

SprintCom, Inc.

5425

COLUMBUS

GA

SprintCom, Inc.

5431

COLUMBUS

OH

SprintCom, Inc.

5447

DANVILLE

IL

WirelessCO, L.P. 

5461

DENVER

CO

SprintCom, Inc.

5493

EL PASO

TX

WirelessCO, L.P.

5538

FRESNO

CA

SprintCom, Inc.

5623

HILO

HI

SprintCom, Inc.

5627

HONOLULU

HI

SprintCom, Inc.

5637

HUNTINGTON

WV

SprintCom, Inc.

5665

JACKSON

TN

SprintCom, Inc.

5687

KAHULUI

HI

SprintCom, Inc.

5693

KANKAKEE

IL

SprintCom, Inc.

5701

KINGSPORT

TN

SprintCom, Inc.

5713

LA GRANGE

GA

SprintCom, Inc.

5731

LAS SALLE

IL

SprintCom, Inc.

5751

LIHUE

HI

SprintCom, Inc.

5761

LOGAN

WV

SprintCom, Inc.

5797

MARION

OH

SprintCom, Inc.

5829

MERIDIAN

MS

SprintCom, Inc.

5835

MIDDLESBORO

KY

SprintCom, Inc.

5927

PANAMA CITY

FL

SprintCom, Inc.

5931

PARKERSBURG

WV

WirelessCO, L.P. 

5963

PORTLAND

OR

SprintCom, Inc.

5965

PORTSMOUTH

OH

WirelessCO, L.P.

6037

SALT LAKE CITY

UT

SprintCom, Inc.

6199

WILLIAMSON

WV

SprintCom, Inc.

6225

ZANESVILLE

OH

WirelessCO, L.P. 

26452

CASA GRANDE

AZ

Cox PCS License, L.L.C.

40085

IRVINE

CA

WirelessCO, L.P.

40092

HARTFORD

CT

WirelessCO, L.P.

40094

ALBANY

NY

Cox PCS License, L.L.C.

40109

LOS ANGELES

CA

WirelessCO, L.P.

40111

SACRAMENTO

CA

WirelessCO, L.P.

40113

SAN FRANCISCO

CA

WirelessCO, L.P.

40125

JOHNSON CTY

TN

WirelessCO, L.P.

40127

RICE LAKE

WI

WirelessCO, L.P.

40151

HUDSON

WI

WirelessCO, L.P.

40153

DAVENPORT

IA

WirelessCO, L.P.

40155

BULLHEAD CTY

AZ

WirelessCO, L.P.

40157

WEST MEMPHIS

AR

WirelessCO, L.P.

40159

ARDMORE

OK

WirelessCO, L.P.

40165

TOLEDO

OH

APC PCS, L.L.C.

40167

WASH/BALT

MD

APC PCS, L.L.C.

40171

BALTIMORE

MD

Cox PCS License, L.L.C.

40197

LAS VEGAS

NV

SprintCom, Inc.

40207

LUFKIN

TX

WirelessCO, L.P.

40209

LAFAYETTE

LA

WirelessCO, L.P.

40211

HAMMOND

LA

SprintCom, Inc.

40213

BEAUMONT

TX

WirelessCO, L.P.

40215

BATON ROUGE

LA

SprintCom, Inc.

40238

COLLINSVILLE

IL

WirelessCO, L.P. 

40239

BOTHELL

WA

WirelessCO, L.P. 

40241

EVERETT

WA

WirelessCO, L.P. 

40243

BELLEVUE

WA

WirelessCO, L.P. 

40245

BREMERTON

WA

WirelessCO, L.P. 

40247

TACOMA

WA

WirelessCO, L.P. 

40249

VAIL

CO

WirelessCO, L.P. 

40251

LONGVIEW

WA

SprintCom, Inc.

40253

OLIVE BRANCH

MS

WirelessCO, L.P.

40255

COLLINGSWOOD

NJ

APC PCS, L.L.C.

40257

CUMBERLAND

MD

WirelessCO, L.P.

40259

SIOUX CITY

IA

WirelessCO, L.P.

40261

VERMILLION

SD

WirelessCO, L.P.

40263

BERESFORD

SD

WirelessCO, L.P.

40265

ST. GEORGE

UT

SprintCom, Inc.

40267

OPELIKA

AL

SprintCom, Inc.

40269

DURANGO

CO

WirelessCO, L.P.

40273

REDDING

CA

SprintCom, Inc.

40275

PIKEVILLE

KY

WirelessCO, L.P.

40277

PINE BLUFF

AR

WirelessCO, L.P.

40279

EL DORADO

AR

SprintCom, Inc.

40280

ORLANDO

FL

WirelessCO, L.P.

40281

EL DORADO

AR

WirelessCO, L.P.

40282

SHREVEPORT

LA

WirelessCO, L.P.

40283

PINE BLUFF

AR

WirelessCO, L.P.

40284

MONROE

LA

WirelessCO, L.P.

40285

WAUSAU

WI

SprintCom, Inc.

40286

LAKE CHARLES

LA

SprintCom, Inc.

40287

LA GRANGE

GA

WirelessCO, L.P.

40288

ALEXANDRIA

LA

WirelessCO, L.P.

40289

FREDONIA

NY

WirelessCO, L.P.

40291

DUBOIS

PA

SprintCom, Inc.

40293

ST. MARYS

GA

WirelessCO, L.P.

40295

EVANSVILLE

IN

WirelessCO, L.P.

40297

BLOOMINGTON

IN

WirelessCO, L.P.

40299

BOISE

ID

WirelessCO, L.P.

40301

CEDAR RAPIDS

IA

WirelessCO, L.P.

40303

MADISONVILLE

KY

SprintCom, Inc.

40305

ARTESIA

NM

SprintCom, Inc.

40307

NATCHEZ

MS

SprintCom, Inc.

40309

SAVANNAH

GA

WirelessCO, L.P.

40311

OWENSBORO

KY

WirelessCO, L.P.

40313

KETCHUM

ID

SprintCom, Inc.

40315

LANGDALE

AL

WirelessCO, L.P.

40316

DOTHAN

AL

WirelessCO, L.P.

40317

NEW IBERIA

LA

WirelessCO, L.P.

40318

JEFFERSON CITY

MO

WirelessCO, L.P.

40319

GONZALES

LA

WirelessCO, L.P.

40321

BILOXI

MS

WirelessCO, L.P.

40323

JACKSON HOLE

WY

WirelessCO, L.P.

40325

FRESNO

CA

Cox PCS License, L.L.C.

40327

BAKERSFIELD

CA

WirelessCO, L.P.

40328

ARDMORE

OK

WirelessCO, L.P.

40329

MODESTO

CA

WirelessCO, L.P. 

40330

TUCSON

AZ

WirelessCO, L.P.

40331

ALTOONA

PA

WirelessCO, L.P. 

40332

ST CLOUD

MN

WirelessCO, L.P.

40333

FREDERICKSBURG

PA

WirelessCO, L.P. 

40334

ROCHESTER

MN

PhillieCo, L.P.

40335

YORK

PA

SprintCom, Inc.

40336

MACON

GA

WirelessCO, L.P.

40337

DENISON

TX

SprintCom, Inc.

40338

ALBUQUERQUE

NM

APC PCS, L.L.C.

40339

HAGARSTOWN

MD

WirelessCO, L.P.

40341

PARIS

TX

WirelessCO, L.P.

40343

HUNTSVILLE

AL

WirelessCO, L.P.

40345

ANNISTON

AL

WirelessCO, L.P.

40347

MONTGOMERY

AL

WirelessCO, L.P.

40348

LONGVIEW

TX

WirelessCO, L.P.

40349

MOBILE

AL

SprintCom, Inc.

40350

EL PASO

TX

WirelessCO, L.P.

40351

SHREVEPORT

LA

WirelessCO, L.P.

40352

FORT SMITH

AR

SprintCom, Inc.

40353

LAKE CHARLES

LA

WirelessCO, L.P.

40354

LUBBOCK

TX

WirelessCO, L.P.

40355

ALEXANDRIA

LA

SprintCom, Inc.

40356

LAS CRUCES

NM

WirelessCO, L.P.

40357

PENSACOLA

FL

WirelessCO, L.P.

40359

FT WALTON BCH

FL

WirelessCO, L.P.

40360

TYLER

TX

WirelessCO, L.P.

40361

HOUMA

LA

WirelessCO, L.P.

40362

WICHITA FALLS

TX

APC PCS, L.L.C.

40363

HARRISONBURG

VA

WirelessCO, L.P.

40364

SALINA

KS

WirelessCO, L.P.

40365

TEXARKANA

TX

SprintCom, Inc.

40366