Ninth Amendment to Private Label Prepaid PCS Services Agreement

Exhibit 10.1

Ninth Amendment

to Private Label Prepaid PCS Services Agreement

This Ninth Amendment (“Ninth Amendment”) is made to that certain Private Label Prepaid PCS Services Agreement between Sprint Spectrum L.P. (“Sprint”) and Star Number, Inc. (“Purchaser”) dated August 2, 2002, as amended (collectively the “Agreement”). The following modified and added terms and conditions will be and are made a part of the Agreement commencing on the first day following the execution of this Ninth Amendment by Sprint and Purchaser (“Ninth Amendment Commencement Date”). Capitalized terms not defined in this Amendment are defined in the Agreement.

End Users that are on [***] Price Plans as of March 31, 2005 will be allowed to remain on such [***] Price Plans until their Private Label Service is terminated, cancelled, or such End Users change price plans.

For End Users on the [***] Price Plan as of March 31, 2005, Purchaser must either (a) move them to the [***] Price Plan (as described in Section 2.15 to Schedule 1.0 below), or (b) [***] by 5:00 pm CT, May 31, 2005. If Purchaser fails to take either action set forth in this paragraph by 5:00 pm CT, May 31, 2005, Sprint will [***].

Payment for each invoice is due by wire transfer within 20 days of the date of Purchaser’s receipt of the invoice and the magnetic billing tape or other billing record (“Due Date”).

For amounts not disputed in good faith and not paid by the Due Date, Purchaser will pay a late payment charge as follows:

0-30 days past due – 1.5% per month (or the maximum amount allowable under applicable laws, whichever is less)

31-60 days past due – 2.0% per month (or the maximum amount allowable under applicable laws, whichever is less)

61-90 days past due – 2.5% per month (or the maximum amount allowable under applicable laws, whichever is less)

91-120 days past due – 3.0% per month (or the maximum amount allowable under applicable laws, whichever is less)

121 or more days past due – 3.5% per month (or the maximum amount allowable under applicable laws, whichever is less)

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The applicable late payment interest rate will be applied from the first day the payment was due for the entire amount that is past due for that period of time. For instance, an amount that is past due for 90 days will be subject to the 2.5% late payment charge for each month the payment was past due.

Purchaser shall receive an [***] off the total amount due under each invoice, for each invoice that it pays in full (less any amounts disputed in good faith) at least 10 days prior to the Due Date. The [***] will not apply to disputed amounts.

Purchaser may request that Sprint block Roaming for all End Users. If Purchaser requests this, Sprint will remove all Roaming switches from the list of switches permitted to complete calls for Purchaser’s End Users. Due to transmission limitations described in Section 6.2.1(ii) of the Agreement, if a Roaming switch does not receive a ‘deny access’ response from the Sprint Network and such Roaming switch is programmed so that no response from the Sprint Network means that it will allow the call to proceed on the Roaming switch, a Roaming switch may complete a Roaming call for an End User(s). In such case, Purchaser will be liable for Roaming charges at the rate set forth in Schedule 1.0.

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[***] Price Plan

The parties’ authorized representatives have executed this Ninth Amendment as of the dates indicated below.

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Schedule 2.0

Sprint PCS Markets

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Schedule 2.0 (continued)

Sprint PCS Markets

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Schedule 2.0 (continued)

Sprint PCS Service Provider Affiliate Markets

AirGate Markets

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Schedule 2.0 (continued)

Sprint PCS Service Provider Affiliate Markets

Alamosa PCS

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Schedule 2.0 (continued)

Sprint PCS Service Provider Affiliate Markets

Alamosa PCS (continued)

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Schedule 2.0 (continued)

Sprint PCS Service Provider Affiliate Markets

Enterprise Markets

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Schedule 2.0 (continued)

Sprint PCS Service Provider Affiliate Markets

iPCS

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Schedule 2.0 (continued)

Sprint PCS Service Provider Affiliate Markets

iPCS (continued)

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Schedule 2.0 (continued)

Sprint PCS Service Provider Affiliate Markets

Northern PCS

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Schedule 2.0 (continued)

Sprint PCS Service Provider Affiliate Markets

Shentel

Swiftel Communications

Ubiquitel

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Schedule 2.0 (continued)

Sprint PCS Service Provider Affiliate Markets

US Unwired

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