Addendum XXI to Sprint PCS Management Agreement, dated as of February 1, 2018, by and among Shenandoah Personal Communications, LLC, Sprint Spectrum L.P., Sprint Communications Company, L.P. and SprintCom, Inc

Exhibit 10.1

Execution Version

ADDENDUM XXI

TO

SPRINT PCS MANAGEMENT AGREEMENT

Beckley, WV BTA #35

Bluefield, WV BTA #48

Charleston, WV BTA #73

Charlottesville, VA BTA #75

Clarksburg—Elkins, WV #82

Cumberland, MD BTA #100

Danville, VA BTA #104

Fairmont, WV BTA #137

Fredericksburg, VA (portions of Spotsylvania Co., VA only) BTA #156

Hagerstown, MD-Chambersburg, PA-Martinsburg, WV BTA #179

Harrisburg, PA BTA #181

Harrisonburg, VA BTA #183

Huntington, WV--Ashland, KY BTA #197

Kingsport, TN – Johnson City, TN – Bristol, TN-VA (Lee Co., VA; Wise Co., VA; Norton City, VA; Dickenson Co., VA; Russell Co., VA only) BTA #229

Lancaster, PA BTA #240

Lexington, KY (Menifee Co., KY; Morgan Co., KY; Powell Co., KY; Wolfe Co., KY; Magoffin Co., KY; Estill Co., KY; Lee Co., KY; Breathitt Co., KY; Jackson Co., KY; Owsley Co., KY; Leslie Co., KY; Perry Co., KY; Knott Co., KY only) BTA #252

Logan, WV BTA #259

Lynchburg, VA BTA #266

Martinsville, VA BTA #284

Middlesboro – Harlan, KY (Harlan Co., KY; Letcher Co., KY only) BTA #295

Morgantown, WV BTA #306

Parkersburg, WV BTA #342

Portsmouth, OH BTA #359

Richmond, VA (Louisa Co., VA; portions of Goochland Co., VA; Cumberland Co., VA; Powhatan Co., VA; Amelia Co., VA; Prince Edward Co., VA; Nottoway Co., VA; Charlotte Co.; VA; Lunenburg Co., VA; portions of Brunswick Co., VA; and portions of Mecklenburg Co., VA only) BTA #374

Roanoke, VA BTA #376

Staunton--Waynesboro, VA BTA #430

Washington, DC (Jefferson Co., WV; Rappahannock Co., VA, and Culpeper Co., VA only) BTA#461

Williamson, WV-Pikeville, KY BTA #474

Winchester, VA BTA #479

York-Hanover, PA BTA #483

This Addendum XXI, dated as of February 1, 2018, contains certain additional and supplemental terms and provisions to that certain Sprint PCS Management Agreement and the Sprint PCS Services Agreement, each entered into as of November 5, 1999, by the same parties as this Addendum (or their predecessors in interest). The Management Agreement and the Services Agreement were previously amended by Addenda I-XX (as so amended, the “Management Agreement” and the “Services Agreement,” respectively). The terms and provisions of this Addendum control, supersede and amend any conflicting terms and provisions contained in the Management Agreement and the Services Agreement. Except for express modifications made in this Addendum, the Management Agreement and the Services Agreement continue in full force and effect.

Horizon Personal Communications, LLC, an Ohio limited liability company (“Horizon”), became a party to the Management Agreement and the Services Agreement by entering into Addendum XX. Effective July 1^st, 2017, Horizon was merged into SprintCom, Inc., a Kansas corporation and an existing party to the Management Agreement and the Services Agreement.

Capitalized terms used and not otherwise defined in this Addendum have the meanings ascribed to them in the Management Agreement or the Services Agreement. Section and Exhibit references are to Sections and Exhibits of the Management Agreement or the Services Agreement, as applicable, unless otherwise noted.

This Addendum is effective on the date written above (the “Effective Date”).

On the Effective Date, the parties agree as follows:

Subject to the terms and conditions of this Agreement, including, without limitation, Sections 1.9, 9.5 and 12.1.2, Sprint PCS has the right to unfettered access to the Service Area Network to be constructed by Manager under this Agreement. Except with respect to the payment obligations under Sections 1.4, 1.9.2, 1.10, 3.1.7, 3.8, 4.4, 9.3, 10.2, 10.4, 10.5, 10.6, 10.8, 10.9, 12.1.2 and Article XIII of this Agreement, Sections 2.1.1(d), 2.1.2(b), 3.2, 3.3, 3.4, 5.1.2, 3.5 and Article VI of the Services Agreement and any payments arising as a result of any default of the parties’ obligations under this Agreement and the Services Agreement, any payments arising from the exercise of a purchase option by either party, the Fee Based on Billed Revenue described in Section 10.2.1 of this Agreement, the Prepaid Management Fee described in Section 10.2.7.3 of this Agreement, the LTE Fee described in Section 10.2.7.4 of this Agreement, the Command Center Fee described in Section 10.2.7.5 of this Agreement and the Net Service Fee, the Prepaid CPGA Fee, Prepaid CCPU Fees and LTE Data Core Services Fee described in the Services Agreement, the amounts payable by Manager under Sections 5, 15 and 24 of Addendum XVIII to the Management Agreement, the amounts payable under Sections 7, 8 and 11 of Addendum XX, and the amounts payable under Sections 6 and 7 of Addendum XXI will constitute the only payments between the parties under the Management Agreement, the Services Agreement and the Trademark License Agreements.

If Sprint PCS and Manager have not negotiated a mutually acceptable addendum within such 90 day period, then for a period of 60 days thereafter, Sprint PCS has and may elect to exercise an option to purchase the Operating Assets on the same terms and conditions and utilizing the same process and schedule available to Sprint PCS under Section 11.6.1 of the Agreement upon an Event of Termination by providing written notice to Manager; provided that the amount paid to Manager for the Operating Assets shall be 90% of the Entire Business Value; unless the Competing Transaction occurs (A) within five years following the Effective Date of Addendum XX, with respect to the Expansion Area, or (B) within five years following the Effective Date of Addendum XXI, with respect to the Second Expansion Area, in which case Manager will create a pro forma income statement for the Expansion Area and/or the Second Expansion area, as applicable, for the calendar year in which the option to purchase the Operating Assets occurs based on actual revenue and expenses relating to the Expansion Area and/or the Second Expansion Area, respectively (or if the amount of actual revenue and expenses cannot be determined, estimated revenues and expenses based on Manager’s averages) to determine the pro forma EBITDA for the Expansion Area (the “Expansion Area EBITDA”) and/or the Second Expansion Area (the “Second Expansion Area EBITDA), as the case may be, for that calendar year. If 90% multiplied by the product of the Expansion Area EBITDA and/or the Second Expansion Area EBITDA, as the case may be, and the average of the multiples used by the three appraisers that value the Enterprise Business Value (such product, the “EBITDA Value”) is less than the net book value of the Operating Assets in the Expansion Area or the Second Expansion Area (determined in a manner consistent with that used by Manager in preparing its financial statements), as the case may be, then Manager will receive Manager’s net book value of the Operating Assets in the Expansion Area and/or the Second Expansion Area, plus 90% of the Entire Business Value excluding the Expansion Area and the Second Expansion Area. For avoidance of doubt, if 90% of the EBITDA Value is equal to or greater than the net book value of the Operating Assets in the Expansion Area and the Second Expansion Area, Manager will receive 90% of the Entire Business Value.

General Provisions

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed as of the date first above written.

Exhibit A

Addendum XXI Second Expansion Area

**Addendum XXI adds two Virginia counties in BTA 461 to the Service Area. Jefferson County, WV, which is also part of BTA 461, was part of the original Service Area.

Exhibit B

Build-out Plan Table

Table 1: Integration of Expansion Area: Manager will maintain the coverage area of the 109 Sprint sites in the Second Expansion Area as identified in Exhibit A, which includes upgrading 39 existing Sprint sites. Manager will add 120 new coverage sites. Coverage shall be maintained as it exists and upgraded to support the 1900 MHz and 800 MHz spectrum ranges as detailed in the Build Out Plan Description, Table and Map.

**Addendum XXI adds two Virginia counties in BTA 461 to the Service Area. Jefferson County, WV, which is also part of BTA 461, was part of the original Service Area.

^ Existing Shentel BTAs that contain Sprint sites to be transitioned to Shentel

Exhibit B

Build-Out Plan Description

Integration Description

Integration will include Manager providing coverage and service in the former Sprint network service area. Coverage is to be maintained as it exists and propagates on the 1900 MHz, 800 MHz and 2.5 GHz spectrum ranges as detailed in Exhibit B Build Plan Table. Coverage area is to be integrated, operated and maintained in each BTA as follows:

BTA 156-Fredericksburg: Maintain coverage and service of 1 existing Sprint site and add 2 new cell sites equipped with 1900MHz and 800MHz LTE.

BTA 229-Kingsport – Johnson City - Bristol: Add 20 new cell sites equipped with 1900MHz and 800MHz LTE.

BTA 240 – Lancaster: Maintain coverage and service of 26 existing Sprint sites; upgrade 21 Sprint sites to support 1900MHz and 800MHz LTE; upgrade 6 Sprint sites to support 1900MHz, 800MHz, and 2.5GHz LTE; add 19 new cell sites equipped with 1900MHz and 800MHz LTE; and add 6 new cell sites equipped with 1900MHz, 800MHz, and 2.5GHz LTE.

BTA 242 – Lexington: No existing or planned sites.

BTA 259-Logan: Upgrade 1 existing Sprint site to support 1900MHz and 800MHz LTE and add 7 new cell sites equipped with 1900MHz, 800MHz LTE.

BTA 295-Middlesboro-Harlan: No existing or planned sites.

BTA 374: Richmond – Petersburg: Maintain coverage and service of 31 existing Sprint sites; upgrade 2 Sprint sites to support 1900MHz and 800MHz LTE; upgrade 1 Sprint sites to support 1900MHz, 800MHz, and 2.5GHz LTE; add 52 new cell sites equipped with 1900MHz and 800MHz LTE; and add 1 new cell site equipped with 800MHz, 1900MHz, and 2.5GHz LTE.

BTA 461: Washington: Maintain coverage and service of 11 existing Sprint sites; upgrade 1 Sprint site to support 1900MHz and 800MHz LTE; upgrade 2 Sprint sites to support 1900MHz, 800MHz, and 2.5GHz LTE; add 9 new cell sites equipped with 1900MHz and 800MHz LTE; and add 1 new cell site equipped with 1900MHz, 800MHz, and 2.5GHz LTE.

BTA 474: Williamson – Pikeville: Upgrade 4 Sprint sites to support 1900MHz and 800MHz LTE and add 3 new cell sites equipped with 1900MHz and 800MHz LTE.

BTA 75: Charlottesville: Maintain coverage and service of 1 existing Sprint site.

BTA 479: Winchester: Maintain coverage and service of 1 existing Sprint site.

Exhibit B

Build-out Plan Map

Build-out plan for BTA’s 156, 374, 461, 75, and 479:

Build-out plan for BTA 240:

Build-out plan for BTA’s 229, 252, 259, 295, and 474:

Exhibit D

This table of call signs includes, in some instances, call signs that cover areas both inside and outside Manager Service Area. Manager’s right to use the spectrum and its exclusive rights is limited to the geography of the Service Area.

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