Ninth Amendment to Amended and Restated PCS Services Agreement Between Sprint Spectrum L.P. and Virgin Mobile USA, L.P.
Exhibit 10.1
Note: Certain portions have been omitted from this Ninth Amendment to the Amended and Restated PCS Services Agreement in accordance with a request for confidential treatment submitted to the Securities and Exchange Commission. Omitted information has been replaced with an asterisk. Omitted information has been filed separately with the Securities and Exchange Commission.
Ninth Amendment to Amended and Restated PCS Services Agreement
Between Sprint Spectrum L.P. and Virgin Mobile USA, L.P.
This Ninth Amendment (“Ninth Amendment”) is made to that certain Amended and Restated PCS Services Agreement between Sprint Spectrum L.P. (“Sprint PCS”) and Virgin Mobile USA, L.P. (formerly Virgin Mobile USA, LLC) (“VMU”) dated October 16, 2007, as amended, (the “PCS Services Agreement”). Capitalized terms not defined in this Ninth Amendment are defined in the PCS Services Agreement.
| 1. | Section 1 (Definitions) is amended to add the following definitions: |
“Eligible Subs” means End Users assigned to the *.
“PDA” means a handheld device that combines computing, wireless phone, Internet and networking features and serves as a personal organizer.
“*” means a *.
“*” means a *.
| 2. | Schedule 1.0 of the PCS Services Agreement and Exhibit A to Schedule 1.0 are deleted in their entirety and replaced with Schedule 1.0 and Exhibit A to Schedule 1.0 attached to this Ninth Amendment. |
| 3. | Except as specifically provided above, the PCS Services Agreement remains in effect in accordance with its terms. |
IN WITNESS HEREOF, the parties have executed this Ninth Amendment as of the dates indicated below.
| SPRINT SPECTRUM L.P. | VIRGIN MOBILE USA, L.P. (formerly Virgin Mobile USA, LLC) | |||||||
| By: |
| By: |
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| Name: | Bill Esrey, Jr. | Name: |
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| Its: | V.P. Customer Management-Wholesale | Its: |
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| Date: |
| Date: |
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Schedule 1.0
PCS Service Pricing
| 1. | Pricing Effective for 2009 and 2010 |
The rates and charges that Sprint PCS will charge VMU for PCS Service and Roaming for 2009 and 2010 are set forth in Section 1 below. The rates and terms listed in this Section 1 may be modified only by mutual written agreement of the parties, and the parties agree to conduct any negotiation of this Section 1 in a commercially reasonable manner, and until such mutual written agreement of the parties to modify the rates or terms, the rates and terms in this Section 1 apply. For the avoidance of doubt, beginning with calendar year 2009 and going forward for the remainder of the PCS Services Agreement, unless otherwise negotiated by the parties, there will not be a minimum annual commitment for any given year. Handsets, PDAs, “smart phones” and other similar devices will be considered “handsets” as that term is used in this Schedule 1.0. * will not be considered “handsets” as that term is used in this Schedule 1.0.
| 1.1 | 2009 Voice PCS Service, Sprint 2G Data Service, SMS and Sprint 3G Data Transport Service Pricing for Handsets |
| A. | Voice PCS Service and Sprint 2G Data Service Rates |
For End Users voice PCS Service and Sprint 2G Data Service usage, Sprint PCS will charge VMU (i) the peak per minute rate set forth in the table below for Peak Time Period MOU during each monthly billing cycle, and (ii) the off-peak per minute rate set forth in the table below for Off-Peak Time Period MOU during each monthly billing cycle. The peak and off-peak rates below include domestic toll charges, Travel MOU charges and any applicable interconnection charges. The peak and off-peak rates DO NOT include Roaming charges or international toll charges. VMU will be charged the rates set forth in Sections 1.7 or 1.8 below for Roaming and the rates set forth in Section 1.9 for international toll calls. During April 2009 through December 2009, for any monthly billing cycle during which VMU’s total voice PCS Service and Sprint 2G Data Service MOUs equal or exceed *, the invoice generated for such monthly billing cycle will reflect the peak and off-peak rates described in this Section 1.1(A), and Sprint will manually re-rate all of VMU’s voice PCS Service and Sprint 2G Data Service MOUs for such monthly billing cycle at the applicable rates described in Section 1.2 below, which will be accomplished by Sprint issuing credits on the “True-Up Statement” VMU will receive as part of the supporting documentation for the invoice for such monthly billing cycle.
| B. | SMS Rates |
Sprint PCS will charge VMU the per SMS rate set forth in the table below for VMU’s total number of mobile terminated SMS and mobile originated SMS messages during the monthly billing cycle. Sprint PCS may modify the SMS rate below from time to time with respect to those SMS messages sent and received outside of the United States, but will provide advance notice if possible prior to any rate increase.
| C. | Sprint 3G Data Transport Service for Handsets |
Sprint PCS will charge VMU the per MB rate set forth in the table below for VMU’s total number of Sprint 3G Data Transport Service MB usage on handsets during each
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monthly billing cycle. For reference purposes, the per kilobyte (“KB”) rate is also shown below. The per MB rate below includes any applicable interconnection charges and Travel 3G Data Transport charges. The Sprint 3G Data Transport Service rate in the table below is for data transport only and does not include access to individual Sprint-provided 3G data services.
2009 Voice PCS Service, Sprint 2G Data Service, SMS and Sprint 3G Data Transport Service
Table for Handsets
| Peak Per Minute Rate | Off-Peak Per Minute Rate | Per SMS Rate | Handset Per MB Rate | Handset Per KB Rate | ||||
| $* | $* | $* | $* | $* |
Voice PCS Service and Sprint 2G Data Service Peak and Off-Peak Time Periods
“Peak Time Period”: * – *, * – *, except
national holidays observed by the United States Postal Service.
“Off-Peak Time Period”: * – *, * – * and * – *, and national holidays observed by the
United States Postal Service.
| 1.2 | 2009 Voice PCS Service and Sprint 2G Data Service Pricing For 2Q09 – 4Q09 if Monthly MOUs Equal or Exceed * |
| 1.2.1 | Voice PCS Service and Sprint 2G Data Service Pricing for 2Q09 if Monthly MOUs Equal or Exceed * |
For each monthly billing cycle during April 2009 through June 2009 during which VMU’s total voice PCS Service and Sprint 2G Data Service MOUs equal or exceed *, for End Users voice PCS Service and Sprint 2G Data Service usage during such monthly billing cycle, Sprint PCS will charge VMU (i) the rate set forth in Tier 1 in Special Pricing Table #1 set forth below for * MOUs generated during each such monthly billing cycle, and (ii) for MOUs that exceed * MOUs during each such monthly billing cycle, (a) if the average MOUs for all Eligible Subs for such monthly billing cycle is less than *, Sprint PCS will charge VMU the applicable anytime per minute rate for the incremental MOUs that VMU achieves for each individual tier in Special Pricing Table #1 below, as further described in the first example below, or (b) if the average MOUs for all Eligible Subs for such monthly billing cycle equals or exceeds *, Sprint PCS will charge VMU the applicable anytime per minute rate for the incremental MOUs that VMU achieves for each individual tier in Special Pricing Table #2 below, as further described in the second example below. For each monthly billing cycle during April 2009 through June 2009 during which VMU’s total voice PCS Service and Sprint 2G Data Service MOUs equal or exceed *, no later than the fourth business day following the end of each such monthly billing cycle, VMU will provide Sprint with MOU usage reports that contain sufficient data to allow Sprint to determine the average MOUs for all Eligible Subs for such monthly billing cycle. If VMU fails to provide the MOU usage reports described herein within the specified timeframe, Sprint will consider the average MOUs for all Eligible Subs for such monthly billing cycle to be less than * for purposes of determining the rate for MOUs that exceed *.
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Special Pricing Table #1
| Tier | Monthly Minutes of Use | Per Minute Rate | ||
| 1 | * – * | $* | ||
| 2 | * – * | $* | ||
| 3 | * – * | $* | ||
| 4 | * – * | $* | ||
| 5 | * + | $* |
Special Pricing Table #2
| Tier | Monthly Minutes of Use | Per Minute Rate | ||
| 1 | * – * | $* | ||
| 2 | * – * | $* | ||
| 3 | * – * | $* | ||
| 4 | * + | $* |
By way of example, if VMU generated * MOUs during the April 1, 2009 through April 30, 2009 billing cycle, and the average MOUs for all Eligible Subs is *, Sprint PCS would charge VMU as follows:
| * = | $* | |
| * = | $* | |
| * = | $* | |
| * = | $* | |
| Total | $* |
By way of another example, if VMU generated * MOUs during the June 1, 2009 through June 30, 2009 billing cycle, and the average MOUs for all Eligible Subs is *, Sprint PCS would charge VMU as follows:
| * = | $* | |
| * = | $* | |
| * = | $* | |
| * = | $* | |
| Total | $* |
| 1.2.2 | Voice PCS Service and Sprint 2G Data Service Pricing For 3Q09 – 4Q09 if Monthly MOUs Equal or Exceed * |
For each monthly billing cycle during July 2009 through December 2009 during which VMU’s total voice PCS Service and Sprint 2G Data Service MOUs equal or exceed *, for End Users voice PCS Service and Sprint 2G Data Service usage during each such monthly billing cycle, (i) Sprint PCS will charge VMU the rate set forth in Tier 1 in the 3Q-4Q Voice PCS Service and Sprint 2G Data Service Special Pricing Table (“3Q09-4Q09 Special Pricing Table”) set forth below for * MOUs generated during each such monthly billing cycle, and (ii) for MOUs that exceed * MOUs during each such monthly billing cycle, Sprint PCS will charge VMU the applicable anytime per minute rate for the incremental MOUs that VMU achieves for each individual tier in the 3Q09-4Q09 Special Pricing Table as further described in the example below.
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3Q09-4Q09 Voice PCS Service and Sprint 2G Data Service Special Pricing Table
| Tier | Monthly Minutes of Use | Anytime Per Minute Rate | ||
| 1 | * – * | $* | ||
| 2 | * – * | $* | ||
| 3 | * – * | $* | ||
| 4 | * – * | $* | ||
| 5 | * – * | $* | ||
| 6 | * – * | $* | ||
| 7 | * + | $* |
By way of example, if VMU generated * MOUs during the December 1, 2009 through December 31, 2009 billing cycle, Sprint PCS would charge VMU as follows:
| * = | $* | |
| * = | $* | |
| * = | $* | |
| * = | $* | |
| * = | $* | |
| Total | $* |
| 1.3 | * Pricing For * |
VMU must assign all End Users with a * to either the “* Casual Usage Plan” set forth in Section 1.3.1 below or the “* MRC Plan” set forth in Section 1.3.2 below. VMU may not assign handsets or PDAs to the * pricing set forth below in this section. The * Casual Usage Plan and the * MRC Plan will be made available to VMU based on the first available change window in Sprint’s billing system which date will be no later than June 1, 2009, at which time Sprint will notify VMU of their availability.
| 1.3.1 | * Casual Usage Plan |
For * End Users that VMU assigns to the * Casual Usage Plan set forth in this Section 1.3.1, Sprint will charge VMU the * rate set forth in the table below for each * usage during the monthly billing cycle. For reference purposes, per * rates are also shown below.
* Casual Usage Plan
| Rate Per * | Rate Per * | |
| $* | $* |
| 1.3.2 | * MRC Plan |
For * End Users that VMU assigns to the * MRC Plan set forth in this Section 1.3.2, Sprint will charge VMU (a) the monthly recurring charge (“MRC”) set forth in the table below during each monthly billing cycle, and (b) the * rate set forth in the table below for each * usage during the monthly billing cycle. For reference purposes, per * rates are also shown below.
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* MRC Plan
| MRC | Rate Per * | Rate Per * | ||
| $* | $* | $* |
| 1.3.3 | If Sprint discovers that VMU has activated handsets under the * pricing set forth in Section 1.3.1 or Section 1.3.2 above, (i) Sprint will charge VMU the difference between the rates Sprint charged VMU for such handsets and the handset pricing set forth in Section 1.1(C) above, for usage on such handsets, and (ii) VMU must promptly remove such handsets from the * pricing. |
| 1.4 | 2010 Voice PCS Service, Sprint 2G Data Service, SMS and Sprint 3G Data Transport Service Pricing for Handsets |
At the end of calendar year 2009, Sprint PCS will calculate the 2009 Actual Revenue (defined in Section 1.4(D) below). VMU’s Sprint 3G Data Transport Service rates for all bill cycles that commence during the 2010 calendar year will be based on the 2009 Actual Revenue tier that VMU achieves as described below in this Section 1.4. For avoidance of doubt, VMU may not purchase additional minutes of voice PCS Service, SMS messages or MB of Sprint 3G Data Transport Service to qualify VMU to achieve a higher tier than the tier VMU actually achieves for 2009 Actual Revenue.
| A. | Voice PCS Service and Sprint 2G Data Service Rates |
For End Users voice PCS Service and Sprint 2G Data Service usage, Sprint PCS will charge VMU (i) the applicable peak per minute rate set forth in the table below for Peak Time Period MOU during each monthly billing cycle, and (ii) the applicable off-peak per minute rate set forth in the table below for Off-Peak Time Period MOU during each monthly billing cycle. The peak and off-peak rates below include domestic toll charges, Travel MOU charges and any applicable interconnection charges. The peak and off-peak rates DO NOT include Roaming charges or international toll charges. VMU will be charged the rates set forth in Sections 1.7 or 1.8 below for Roaming and the rates set forth in Section 1.9 for international toll calls. During 2010, for any monthly billing cycle during which VMU’s total voice PCS Service and Sprint 2G Data Service MOUs equal or exceed *, the invoice generated for such monthly billing cycle will reflect the peak and off-peak rates described in this Section 1.4(A), and Sprint will manually re-rate all of VMU’s voice PCS Service and Sprint 2G Data Service MOUs for such monthly billing cycle at the applicable rates described in Section 1.5 below, which will be accomplished by Sprint issuing credits on the “True-Up Statement” VMU will receive as part of the supporting documentation for the invoice for such monthly billing cycle.
| B. | SMS Rates |
Sprint PCS will charge VMU the applicable per SMS rate set forth in the table below for VMU’s total number of mobile terminated SMS and mobile originated SMS messages during the monthly billing cycle. Sprint PCS may modify the SMS rate below from time to time with respect to those SMS messages sent and received outside of the United States, but will provide advance notice if possible prior to any rate increase.
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| C. | Sprint 3G Data Transport Service for Handsets |
Sprint PCS will charge VMU the applicable per MB rate set forth in the table below for VMU’s total number of Sprint 3G Data Transport Service MB usage on handsets during each monthly billing cycle. For reference purposes, the per KB rates are also shown below. The per MB rates below include any applicable interconnection charges and Travel 3G Data Transport charges. The Sprint 3G Data Transport Service rates in the table below are for data transport only and do not include access to individual Sprint-provided 3G data services.
2010 Voice PCS Service, Sprint 2G Data Service, SMS and Sprint 3G Data Transport Service
Table for Handsets
| 2009 Actual Revenue | Peak Per Minute Rate | Off-Peak Per Minute Rate | Per SMS Rate | Handset Per MB Rate | Handset Per KB Rate | |||||
| * - $* | $* | $* | $* | $* | $* | |||||
| $* - $* | $* | $* | $* | $* | $* | |||||
| $* - $* | $* | $* | $* | $* | $* | |||||
| $* - $* | $* | $* | $* | $* | $* | |||||
| $* and above1 | $* | $* | $* | $* | $* |
| 1 | If VMU achieves 2009 Actual Revenue of $* or above, VMU will also receive a $* credit on the February 1, 2010 invoice. |
Voice PCS Service and Sprint 2G Data Service Peak and Off-Peak Time Periods
“Peak Time Period”: * – *, * – *, except
national holidays observed by the United States Postal Service.
“Off-Peak Time Period”: * – *, * – * and * – *, and national holidays observed by
the United States Postal Service.
| D. | The following definitions only apply to Section 1.4: |
“2009 Actual Revenue” means the total of all amounts invoiced to VMU under the PCS Services Agreement on an Invoice for each of VMU’s 2009 bill cycles for 2009 Service Usage including credits or debits related to disputed charges or billing errors for 2009 Service Usage (defined below) that are typically included on the “True-Up Statement” VMU receives as part of the supporting documentation for each invoice, which does not include the 2009 Additional Amounts (defined below), and does not include New End User Credits, if any, issued for each new End User that activates during calendar year 2009, as described in Section 1.13 below, but does include royalty payment amounts made pursuant to the Amended and Restated Trademark License Agreement between VMU and Sprint Communications Company, L.P. For clarification purposes, 2009 Actual Revenue will include invoices for any bill cycle that commences after January 19, 2009 and will include invoices for any bill cycle that commences during December 2009 even if such bill cycle ends in January 2010 (e.g., a January 19, 2010 invoice for a December 19, 2009 through January 18, 2010 bill cycle will be counted towards 2009 Actual Revenue).
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“2009 Service Usage” means: (i) usage for all services listed in Sections 1.1, 1.7, 1.8, 1.9, 1.10, 1.11 and 1.12 of Schedule 1.0, and (ii) ADC codes, if applicable, as described in Section 2.14 of the PCS Services Agreement.
“2009 Additional Amounts” means (i) amounts invoiced to VMU for any Customized Service, (ii) Late Payment Fees, (iii) any unique amounts invoiced to VMU for which pricing is not described in Schedule 1.0, or (iv) any credits (other than New End User Credits) invoiced to VMU that are not directly related to disputed charges or billing errors for Voice/SMS/Data Usage.
| 1.5 | 2010 Voice PCS Service and Sprint 2G Data Service Pricing if Monthly MOUs Equal or Exceed * |
For each monthly billing cycle during 2010 during which VMU’s total voice PCS Service and Sprint 2G Data Service MOUs equal or exceed *, for End Users voice PCS Service and Sprint 2G Data Service usage during each such monthly billing cycle, (i) Sprint PCS will charge VMU the rate set forth in Tier 1 in the “2010 Voice PCS Service and Sprint 2G Data Service Special Pricing Table” set forth below in this Section 1.5 for * MOUs generated during each such monthly billing cycle, and (ii) for MOUs that exceed * MOUs during each such monthly billing cycle, Sprint PCS will charge VMU the applicable anytime per minute rate for the incremental MOUs that VMU achieves for each individual tier in the 2010 Voice PCS Service and Sprint 2G Data Service Special Pricing Table, as further described in the example below. By way of example, if VMU generated * MOUs during the March 1, 2010 through March 31, 2010 billing cycle, Sprint PCS would charge VMU as follows:
| * = | $* | |
| * = | $* | |
| * = | $* | |
| * = | $* | |
| * = | $* | |
| * = | $* | |
| Total | $* |
For purposes of this Section 1.5, the “1-1-2010 Invoice Effective Rate” will be determined by dividing (x) the total peak and off-peak per minute charges for voice PCS Service and Sprint 2G Data Service MOUs for VMU’s January 1, 2010 invoice, and if VMU’s total voice PCS Service and Sprint 2G Data Service MOUs for the December 2009 monthly billing cycle equal or exceed *, credits issued on the True-Up Statement for such invoice that re-rate VMU’s voice PCS Service and Sprint 2G Data Service MOUs to the applicable rates described in Section 1.2 above, by (y) VMU’s total voice PCS Service and Sprint 2G Data Service MOUs for the December 2009 monthly billing cycle. By way of example, if VMU generated * MOUs during the December 2009 billing cycle and Sprint PCS charged VMU the rates described in the example in Section 1.2.2 above, the 1-1-2010 Invoice Effective Rate would be calculated as follows: $* / * = $*.
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2010 Voice PCS Service and Sprint 2G Data Service Special Pricing Table
| Tier | Monthly Minutes of Use | Anytime Per Minute Rate | ||
| 1 | * – * | $* | ||
| 2 | * – * | $* | ||
| 3 | * – * | $* | ||
| 4 | * – * | $* | ||
| 5 | * – * | $* | ||
| 6 | * – * | $* | ||
| 7 | * – * | $* | ||
| 8 | * + | * |
| 1.6 | * Pricing For * |
VMU must assign all End Users with a * to either the “* Casual Usage Plan” set forth in Section1.6.1 below or the “* MRC Plan” set forth in Section 1.6.2 below. VMU may not assign handsets or PDAs to the * pricing set forth below in this section.
| 1.6.1 | * Casual Usage Plan |
For * End Users that VMU assigns to the * Casual Usage Plan set forth in this Section 1.6.1, Sprint will charge VMU the * rate set forth in the table below for each * usage during the monthly billing cycle. For reference purposes, per * rates are also shown below.
* Casual Usage Plan
| Rate Per * | Rate Per * | |
| $* | $* |
| 1.6.2 | * MRC Plan |
For * End Users that VMU assigns to the * MRC Plan set forth in this Section 1.6.2, Sprint will charge VMU (a) the monthly recurring charge (“MRC”) set forth in the table below during each monthly billing cycle, and (b) the * rate set forth in the table below for each * usage during the monthly billing cycle. For reference purposes, per * rates are also shown below.
* MRC Plan
| MRC | Rate Per * | Rate Per * | ||
| $* | $* | $* |
| 1.6.3 | If Sprint discovers that VMU has activated handsets under the * pricing set forth in Section 1.6.1 or Section 1.6.2 above, (i) Sprint will charge VMU the difference between the rates Sprint charged VMU for such handsets and the handset pricing set forth in Section 1.4(C) above, for usage on such handsets, and (ii) VMU must promptly remove such handsets from the * pricing. |
| 1.7 | Automatic Roaming |
For Roaming calls that are completed despite VMU’s instructions that Sprint PCS block Roaming pursuant to Section 9.2.3 of the Agreement, Sprint PCS will charge VMU the rates set forth below. The parties acknowledge that Roaming shall not include Sprint PCS Service Provider Affiliate travel usage.
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| A. | Domestic Roaming Charges |
| For automatic Roaming calls End Users make or receive in the United States, Sprint PCS will charge VMU an average pass through domestic Roaming rate of $* per minute plus taxes, if applicable. Each quarter, Sprint PCS will perform an analysis of Sprint PCS’ domestic voice Roaming charges, and if such analysis results in a different average pass through rate, Sprint PCS will update the rate it charges VMU prospectively consistent with such analysis. |
| B. | Automatic Roaming for Guam, Puerto Rico & US Virgin Islands |
| For Roaming calls that End Users make or receive in Guam, Puerto Rico or the US Virgin Islands, Sprint PCS will charge VMU an average pass through rate of $* per minute, plus all other applicable charges such as taxes and surcharges. Each quarter, Sprint PCS will perform an analysis of Sprint PCS’ voice Roaming charges for Guam, Puerto Rico and the US Virgin Islands, and if such analysis results in a different average pass through rate, Sprint PCS will update the rate it charges VMU prospectively consistent with such analysis. |
| C. | Automatic International Roaming for All Countries Except Guam, Puerto Rico and US Virgin Islands |
| Sprint PCS will charge VMU the average pass through international Roaming rates set forth below. Each quarter, Sprint PCS will perform an analysis of Sprint PCS’ international voice Roaming charges, and if such analysis results in different average pass through rates, Sprint PCS will update the rates it charges VMU prospectively consistent with such analysis. |
| For international Roaming services in all countries where Sprint PCS provides international Roaming, excluding Guam, Puerto Rico and the US Virgin Islands (each an “International Roaming Country”), Sprint PCS will charge VMU as follows: |
| (i) | For: (x) calls that originate and terminate within the same International Roaming Country, (y) calls that originate in the International Roaming Country and terminate in the United States, and (z) all incoming calls in International Roaming Countries regardless of their origination point, the applicable average pass through per minute airtime rate for the International Roaming Country where the call originates as set forth below, plus all other applicable charges such as taxes and surcharges; or |
| (ii) | For calls that originate in an International Roaming Country and terminate in any other International Roaming Country other than the United States, the applicable average pass through per minute airtime rate for the International Roaming Country where the call originates as set forth below, plus applicable international toll charges for the terminating country as set forth in Exhibit A to Schedule 1.0, plus all other applicable charges such as taxes and surcharges. |
International Roaming Airtime Average Pass Through Per Minute Rates
| Country | Roaming Rates Per Minute | |
| Canada | $* | |
| Mexico | $* | |
| All other countries (except Guam, Puerto Rico & US Virgin Islands) | $* |
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| 1.8 | Manual Roaming Charges |
| For manual Roaming in areas where Sprint PCS does not provide Roaming, Roaming charges are billed directly to the End User credit or calling card by the serving carrier at carrier-defined rates. |
| 1.9 | International Toll Charges |
| A. | International Toll Services Provided by Sprint PCS |
| For international toll voice PCS Service that Sprint PCS provides to End Users, Sprint PCS will charge VMU the international per minute base rates set forth in Exhibit A to Schedule 1.0. Sprint PCS may modify the rates in Exhibit A from time to time, but will provide advance notice prior to any rate increase. |
| B. | Call Network Routing |
| In the event that VMU wishes to route international traffic to a switch designated by VMU (CNR): |
| (i) | VMU will notify Sprint PCS and follow the Work Order process, and Sprint PCS will reasonably assist VMU in facilitating a routing solution in accordance with such Work Order process. |
| (ii) | VMU will be responsible for all development and interconnection costs associated with routing such calls to the designated switch. |
| (iii) | For international calls that are routed to a switch designated by VMU, Sprint PCS will not charge VMU the international rates in Exhibit A to Schedule 1.0, but the applicable domestic voice PCS Service rates listed in Sections 1.1, 1.2, 1.4 and 1.5, above plus $* per minute will apply for the domestic portion of all international terminating calls. |
| (iv) | All “011” destined calls will be routed to a switch designated by VMU, subject to all applicable terms and conditions in this Section 1.9(B). |
| (v) | Following are North American Dialing Plan (“NADP”) countries and applicable NPA/NXX designations for which calls to such NADP countries will be routed to a switch designated by VMU: |
| • | American Samoa (684) |
| • | Anguilla (264) |
| • | Antigua and Barbuda (268) |
| • | Bahamas (242) |
| • | Barbados (246) |
| • | Bermuda (441) |
| • | British Virgin Islands (284) |
| • | Canada: |
204 - Manitoba
226 - Ontario
250 - British Columbia
289 - Ontario
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306 - Saskatchewan
403 - Alberta
438 - Quebec
416 - Ontario
418 - Quebec
450 - Quebec
506 - New Brunswick
514 - Quebec
519 - Ontario
581 - Quebec
587 - Alberta
604 - British Columbia
613 - Ontario
647 - Ontario
705 - Ontario
709 - Newfoundland
778 - British Columbia
780 - Alberta
807 - Ontario
819 - Quebec
867 - Yukon & NW Territories
902 - Nova Scotia
905 - Ontario
| • | Cayman Islands (345) |
| • | Dominica (767) |
| • | Dominican Republic (809) |
| • | Dominican Republic (829) |
| • | Grenada (473) |
| • | Jamaica (876) |
| • | Montserrat (664) |
| • | St. Kitts and Nevis (869) |
| • | St. Lucia (758) |
| • | St. Vincent and the Grenadines (784) |
| • | Trinidad and Tobago (868) |
| • | Turks and Caicos Islands (649) |
| (vi) | Following are NADP countries and applicable NPA/NXX designations for which calls to such countries will NOT be routed to a switch designated by VMU since Sprint PCS considers calls to such countries domestic calls, and Sprint PCS will charge VMU the applicable domestic voice PCS Service rates listed in Section s 1.1, 1.2, 1.4 and 1.5 above plus $* per minute for calls to such NADP countries: |
| • | Virgin Islands (340) |
| • | Commonwealth of Northern Marianas Islands – Saipan, Tinian and Rota (670) |
| • | Guam (671) |
| • | Puerto Rico (787 & 939) |
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| 1.10 | Control-Plane Location Look-Up Charges |
Sprint PCS will determine the monthly Control-Plane Location Look-Up charges by multiplying the total number of Control -Plane Location Look-Ups for the just-completed bill cycle by the applicable volume based “Rate Per Control -Plane Location Look-Up” from the table below. For avoidance of doubt, Sprint PCS will charge VMU for each Control-Plane Location Look-Up attempt whether or not the location information is ultimately returned to the Control-Plane Requesting Device. Since Control -Plane Location Look-Up charges are manually calculated and added to VMU’s monthly invoice, the bill cycle time period for Control -Plane Location Look-Up charges included on a monthly invoice will not be the same as the time period for systematically-billed charges included on such invoice.
| Control-Plane Location Look- Ups per Monthly Bill Cycle | Rate per Control-Plane Location Look-Up | |
| * - * | $* | |
| * - * | $* | |
| * - * | $* | |
| * and above | $* |
| 1.11 | User-Plane Location Services |
| A. | User-Plane Location Application Certification Fee: * |
| B. | User-Plane Location Look-Up Charges: |
Sprint PCS will determine the monthly User-Plane Location Look-Up charges by multiplying the total number of User-Plane Location Look-Ups for the just-completed bill cycle by the applicable volume based “Rate Per User-Plane Location Look-Up” from the table below. For avoidance of doubt, Sprint PCS will charge VMU for each User-Plane Location Look-Up attempt whether or not the location information is ultimately returned to the User-Plane Location Handset. Since User-Plane Location Look-Up charges are manually calculated and added to VMU’s monthly invoice, the bill cycle time period for User-Plane Location Look-Up charges included on a monthly invoice will not be the same as the time period for systematically-billed charges included on such invoice.
| User-Plane Location Look- Ups per Monthly Bill Cycle | Rate per User-Plane Location Look-Up | |
| * - * | $* | |
| * - * | $* | |
| * - * | $* | |
| * and above | $* |
| 1.12 | Other Charges: |
| A. | Call Forwarding: Sprint PCS will charge VMU standard airtime rates, plus applicable toll charges. |
| B. | Operator Services: Sprint PCS will charge VMU its standard retail rates and charges for operator services. |
| C. | Directory Assistance: Sprint PCS will charge VMU $* per call, plus all other applicable charges including airtime charges, for directory assistance services. |
| 9th Amendment | Sprint PCS / Virgin Mobile USA Confidential Information | 13 |
| D. | 911 and E911: Standard airtime and toll rates |
| E. | Non-standard reports: As quoted |
| F. | Handset Certification: As quoted |
| 1.13 | New End User Credits |
| A. | Subject to the conditions set forth below in this Section 1.13, VMU is eligible to receive “New End User Credits” equal to $2.50 for: (i) each new End User that VMU activates under the Agreement (pursuant to Sprint PCS’ reporting systems) from the first day of the first calendar month following the effective date of the Acquisition Agreement through December 31, 2009 (“Eligibility Period”), and (ii) each new end user customer that Helio activates under the Helio Agreement from the first day of the first calendar month following the effective date of the Acquisition Agreement through the Acquisition Closing Date. Notwithstanding the foregoing, in no event shall the total amount of New End User Credits exceed $10,000,000. |
| B. | During the time period between the effective date of the Acquisition Agreement up to and including the Acquisition Closing Date (“Interim Period”) all New End User Credits will be accrued and held by Sprint PCS. If (i) VMU is not past due on any undisputed amounts (in accordance with Section 7.6 of the PCS Services Agreement) owed Sprint PCS under the PCS Services Agreement (including undisputed amounts owed under a Work Order) no later than forty-five (45) days following the Acquisition Closing Date, and (ii) Helio is not past due on any undisputed amounts owed Sprint PCS under Helio’s wholesale services agreement with Sprint PCS as of the Acquisition Closing Date, the total of the New End User Credits accrued by Sprint PCS during the Interim Period will be issued to VMU’s next available invoice following the date conditions (i) and (ii) are met.. If conditions (i) and (ii) in the immediately preceding sentence are not met, VMU will not be eligible to receive the New End User Credits accrued by Sprint PCS during the Interim Period. For avoidance of doubt, if VMU is not eligible to receive New End User Credits accrued during the Interim Period, such New End User Credits will not be included in the $10,000,000 cap described in Section 1.13(A) above. Disputes regarding this Section1.13(B) are to be handled in accordance with standard dispute resolution procedures contained in Section 17 of the PCS Services Agreement. |
| C. | Following the Interim Period and during the remainder of the Eligibility Period, Sprint will calculate New End User Credits at the end of each bill cycle for new End Users activated during the just-completed bill cycle (except for new End Users activated during the Interim Period), and no later than five (5) days following the Due Date for such bill cycle, if VMU is not past due on any undisputed amounts owed Sprint PCS under the PCS Services Agreement (including undisputed amounts owed under a Work Order), VMU is eligible to receive the New End User Credits calculated by Sprint at the end of such bill cycle. If VMU is eligible to receive New End User Credits as described in the immediately preceding sentence, Sprint PCS will apply such New End User Credits to VMU’s next available invoice that corresponds with such bill cycle (e.g., bill cycle 1 or bill cycle 19). If VMU is not eligible to receive any New End User Credits as described herein, such credits will not be included in the $10,000,000 cap described in Section 1.13(A) above. |
| 9th Amendment | Sprint PCS / Virgin Mobile USA Confidential Information | 14 |
| 1.14 | Pricing Adjustments |
In the event that Sprint PCS enters into a wireless service agreement:
| A. | To sell PCS Services (not including services used for product or service testing or demonstration purposes and not including international toll calls, Roaming, directory assistance, operator services and Customized Services) to a Direct Strategic Competitor of VMU, other than Sprint PCS; |
| B. | The material terms of which are substantially similar to those applicable to VMU under this Services Agreement, (with respect to such things as sales volume, territory, and scope of product and service offering applicable to VMU at the time Sprint PCS enters into such agreement with the third party); |
| C. | Sprint PCS and its Affiliates own less that 37.5% of such third party; and |
| D. | The agreement commits Sprint PCS to sell to third party wireless voice and/or data services (other than services that would be Customized Services under this Agreement) at a lower price (in the aggregate) than Sprint PCS sells such services to VMU under this Services Agreement (in the aggregate); |
VMU may request and Sprint PCS will, on a prospective basis, make such PCS Services available to VMU at the same price and under the same terms and conditions (in addition to the terms and conditions of the Services Agreement) in lieu of prices in this Schedule 1.0.
| • | Nothing contained in this provision will relieve VMU from charges for Customized Service Costs, Implementation Costs or any other charges applicable under this Services Agreement. |
| • | If Sprint PCS enters into such agreement, it will notify VMU of the existence and relevant terms of such agreement within a commercially reasonable period of time. |
| • | Other cost and pricing terms are specifically set forth in the Agreement. |
| 2. | Pricing Effective for 2011 and thereafter |
The rates and charges that Sprint PCS will charge VMU for PCS Service and Roaming for 2011 and thereafter will be mutually agreed to by the Parties and added to Schedule 1.0 prior to 2011. If the parties are unable to come to an agreement on such rates and charges for 2011 and thereafter prior to January 1, 2011, then the rates and charges listed above for 2010 (as described in Sections 1.4 and 1.5) will apply for 2011 and thereafter until expiration or earlier termination of the Agreement.
| 9th Amendment | Sprint PCS / Virgin Mobile USA Confidential Information | 15 |
Exhibit A to Schedule 1.0
International Toll Charges
| * | denotes NADP countries |
| Per Minute Rates | ||||||
| Country | Country Code | Wireline Terminated | Mobile Terminated | |||
| Afghanistan | 93 | $* | $* | |||
| Albania | 355 | $* | $* | |||
| Algeria | 213 | $* | $* | |||
| American Samoa | +1-684* | $* | $* | |||
| Andorra | 376 | $* | $* | |||
| Angola | 244 | $* | $* | |||
| Anguilla | +1-264* | $* | $* | |||
| Antigua & Barbuda | +1-268* | $* | $* | |||
| Argentina | 54 | $* | $* | |||
| Armenia | 374 | $* | $* | |||
| Aruba | 297 | $* | $* | |||
| Ascension Island | 247 | $* | $* | |||
| Australia - all calls except to Satellite | 61 | $* | $* | |||
| Australia - all calls to Satellite | 611 | $* | $* | |||
| Australian External Territories | 672 | $* | $* | |||
| Austria | 43 | $* | $* | |||
| Azerbaijan | 994 | $* | $* | |||
| Bahamas | +1-242* | $* | $* | |||
| Bahrain | 973 | $* | $* | |||
| Bangladesh | 880 | $* | $* | |||
| Barbados | +1-246* | $* | $* | |||
| Belarus | 375 | $* | $* | |||
| Belgium | 32 | $* | $* | |||
| Belize | 501 | $* | $* | |||
| Benin | 229 | $* | $* | |||
| Bermuda | +1-441* | $* | $* | |||
| Bhutan | 975 | $* | $* | |||
| Bolivia | 591 | $* | $* | |||
| Bosnia & Herzegovina | 387 | $* | $* | |||
| Botswana | 267 | $* | $* | |||
| Brazil | 55 | $* | $* | |||
| British Virgin Islands | +1-284* | $* | $* | |||
| Brunei | 673 | $* | $* | |||
| Bulgaria | 359 | $* | $* | |||
| Burkina Faso | 226 | $* | $* | |||
| Burundi | 257 | $* | $* | |||
| Cambodia | 855 | $* | $* | |||
| 9th Amendment | Sprint PCS / Virgin Mobile USA Confidential Information | 16 |
Exhibit A to Schedule 1.0 (continued)
International Toll Charges
| * | denotes NADP countries |
| Per Minute Rates | ||||||
| Country | Country Code | Wireline Terminated | Mobile Terminated | |||
| Cameroon | 237 | $* | $* | |||
| Canada | +1* | $* | $* | |||
| Cape Verde Islands | 238 | $* | $* | |||
| Cayman Islands | +1-345* | $* | $* | |||
| Central African Republic | 236 | $* | $* | |||
| Chad Republic | 235 | $* | $* | |||
| Chile | 56 | $* | $* | |||
| China | 86 | $* | $* | |||
| Colombia | 57 | $* | $* | |||
| Comoros | 269 | $* | $* | |||
| Congo | 242 | $* | $* | |||
| Congo Dem Rep. (Zaire) | 243 | $* | $* | |||
| Cook Islands | 682 | $* | $* | |||
| Costa Rica | 506 | $* | $* | |||
| Croatia | 385 | $* | $* | |||
| Cuba | 53 | $* | $* | |||
| Cyprus | 357 | $* | $* | |||
| Czech Republic | 420 | $* | $* | |||
| Denmark | 45 | $* | $* | |||
| Diego Garcia | 246 | $* | $* | |||
| Djibouti | 253 | $* | $* | |||
| Dominica | +1-767* | $* | $* | |||
| Dominican Republic | +1-809* and +1-829* | $* | $* | |||
| East Timor | 670 | $* | $* | |||
| Ecuador | 593 | $* | $* | |||
| Egypt | 20 | $* | $* | |||
| El Salvador | 503 | $* | $* | |||
| Equatorial Guinea | 240 | $* | $* | |||
| Eritrea | 291 | $* | $* | |||
| Estonia | 372 | $* | $* | |||
| Ethiopia | 251 | $* | $* | |||
| Falkland Islands | 500 | $* | $* | |||
| Faroe Islands | 298 | $* | $* | |||
| Fiji Islands | 679 | $* | $* | |||
| Finland | 358 | $* | $* | |||
| France | 33 | $* | $* | |||
| French Guiana | 594 | $* | $* | |||
| 9th Amendment | Sprint PCS / Virgin Mobile USA Confidential Information | 17 |
Exhibit A to Schedule 1.0 (continued)
International Toll Charges
| * | denotes NADP countries |
| Per Minute Rates | ||||||
| Country | Country Code | Wireline Terminated | Mobile Terminated | |||
| French Polynesia | 689 | $* | $* | |||
| Gabon | 241 | $* | $* | |||
| Gambia | 220 | $* | $* | |||
| Georgia | 995 | $* | $* | |||
| Germany | 49 | $* | $* | |||
| Ghana | 233 | $* | $* | |||
| Gibraltar | 350 | $* | $* | |||
| Global Mobile Satellite System (GMSS) - Ellipso-3 | 8813 | $* | $* | |||
| Global Mobile Satellite System (GMSS) - Iridium-6 | 8816 | $* | $* | |||
| Global Mobile Satellite System (GMSS) - Iridium-7 | 8817 | $* | $* | |||
| Global Mobile Satellite System (GMSS) - Globalstar-8 | 8818 | $* | $* | |||
| Global Mobile Satellite System (GMSS) - Globalstar-9 | 8819 | $* | $* | |||
| Greece | 30 | $* | $* | |||
| Greenland | 299 | $* | $* | |||
| Grenada | +1-473* | $* | $* | |||
| Guadeloupe | 590 | $* | $* | |||
| Guantanamo Bay | 5399 | $* | $* | |||
| Guatemala | 502 | $* | $* | |||
| Guinea | 224 | $* | $* | |||
| Guinea-Bissau | 245 | $* | $* | |||
| Guyana | 592 | $* | $* | |||
| Haiti | 509 | $* | $* | |||
| Honduras | 504 | $* | $* | |||
| Hong Kong | 852 | $* | $* | |||
| Hungary | 36 | $* | $* | |||
| Iceland | 354 | $* | $* | |||
| India | 91 | $* | $* | |||
| Indonesia | 62 | $* | $* | |||
| Inmarsat SNAC (Satellite-Based Networks) | 870 | $* | $* | |||
| Inmarsat - Ocean Atlantic East | 871 | $* | $* | |||
| Inmarsat - Ocean Atlantic West | 874 | $* | $* | |||
| Inmarsat - Ocean Indian | 873 | $* | $* | |||
| Inmarsat - Ocean Pacific | 872 | $* | $* | |||
| International Networks - Thuraya Rmss Network | 88216 | $* | $* | |||
| International Networks - Emsat | 88213 | $* | $* | |||
| International Networks - MCP | 88232 | $* | $* | |||
| International Networks - Global Networks Antartica | 88234 | $* | $* | |||
| International Networks - Telenor | 88299 | $* | $* | |||
| 9th Amendment | Sprint PCS / Virgin Mobile USA Confidential Information | 18 |
Exhibit A to Schedule 1.0 (continued)
International Toll Charges
| * | denotes NADP countries |
| Per Minute Rates | ||||||
| Country | Country Code | Wireline Terminated | Mobile Terminated | |||
| Iran | 98 | $* | $* | |||
| Iraq | 964 | $* | $* | |||
| Ireland | 353 | $* | $* | |||
| Israel | 972 | $* | $* | |||
| Italy - all calls except to Satellite Elsacom | 39 | $* | $* | |||
| Italy - all calls to Satellite Elsacom | 39310 | $* | $* | |||
| Ivory Coast | 225 | $* | $* | |||
| Jamaica | +1-876* | $* | $* | |||
| Japan | 81 | $* | $* | |||
| Jordan | 962 | $* | $* | |||
| Kazakhstan | 7 | $* | $* | |||
| Kenya | 254 | $* | $* | |||
| Kiribati | 686 | $* | $* | |||
| Kuwait | 965 | $* | $* | |||
| Kyrgyzstan | 996 | $* | $* | |||
| Laos | 856 | $* | $* | |||
| Latvia | 371 | $* | $* | |||
| Lebanon | 961 | $* | $* | |||
| Lesotho | 266 | $* | $* | |||
| Liberia | 231 | $* | $* | |||
| Libya | 218 | $* | $* | |||
| Liechtenstein | 423 | $* | $* | |||
| Lithuania | 370 | $* | $* | |||
| Luxembourg | 352 | $* | $* | |||
| Macau | 853 | $* | $* | |||
| Macedonia | 389 | $* | $* | |||
| Madagascar | 261 | $* | $* | |||
| Malawi | 265 | $* | $* | |||
| Malaysia | 60 | $* | $* | |||
| Maldives | 960 | $* | $* | |||
| Mali Republic | 223 | $* | $* | |||
| Malta | 356 | $* | $* | |||
| Marshall Islands | 692 | $* | $* | |||
| Martinique | 596 | $* | $* | |||
| Mauritania | 222 | $* | $* | |||
| Mauritius | 230 | $* | $* | |||
| Mayotte Island | 262 | $* | $* | |||
| 9th Amendment | Sprint PCS / Virgin Mobile USA Confidential Information | 19 |
Exhibit A to Schedule 1.0 (continued)
International Toll Charges
| * | denotes NADP countries |
| Per Minute Rates | ||||||
| Country | Country Code | Wireline Terminated | Mobile Terminated | |||
| Mexico: | ||||||
| Mexico - Factor Two Cities | See Factor Two List below | $* | $* | |||
| Mexico - Guadalajara | 5233 | $* | $* | |||
| Mexico - Mexico City | 5255 | $* | $* | |||
| Mexico - Monterrey | 5281 | $* | $* | |||
| Mexico - all other calls | 52 | $* | $* | |||
| Micronesia | 691 | $* | $* | |||
| Moldova | 373 | $* | $* | |||
| Monaco | 377 | $* | $* | |||
| Mongolia | 976 | $* | $* | |||
| Montenegro | 382 | $* | $* | |||
| Montserrat | +1-664* | $* | $* | |||
| Morocco | 212 | $* | $* | |||
| Mozambique | 258 | $* | $* | |||
| Myanmar (Burma) | 95 | $* | $* | |||
| Namibia | 264 | $* | $* | |||
| Nauru | 674 | $* | $* | |||
| Nepal | 977 | $* | $* | |||
| Netherlands | 31 | $* | $* | |||
| Netherlands Antilles | 599 | $* | $* | |||
| New Caledonia | 687 | $* | $* | |||
| New Zealand | 64 | $* | $* | |||
| Nicaragua | 505 | $* | $* | |||
| Niger | 227 | $* | $* | |||
| Nigeria | 234 | $* | $* | |||
| Niue Island | 683 | $* | $* | |||
| North Korea | 850 | $* | $* | |||
| Norway | 47 | $* | $* | |||
| Oman | 968 | $* | $* | |||
| Pakistan | 92 | $* | $* | |||
| Palau | 680 | $* | $* | |||
| Palestine Authority | 970 | $* | $* | |||
| Panama | 507 | $* | $* | |||
| Papua New Guinea | 675 | $* | $* | |||
| Paraguay | 595 | $* | $* | |||
| Peru | 51 | $* | $* | |||
| Philippines | 63 | $* | $* | |||
| Poland | 48 | $* | $* | |||
| 9th Amendment | Sprint PCS / Virgin Mobile USA Confidential Information | 20 |
Exhibit A to Schedule 1.0 (continued)
International Toll Charges
| * | denotes NADP countries |
| Per Minute Rates | ||||||
| Country | Country Code | Wireline Terminated | Mobile Terminated | |||
| Portugal | 351 | $* | $* | |||
| Qatar | 974 | $* | $* | |||
| Reunion Island | 262 | $* | $* | |||
| Romania | 40 | $* | $* | |||
| Russia | 7 | $* | $* | |||
| Rwanda | 25 | $* | $* | |||
| San Marino | 378 | $* | $* | |||
| Sao Tome & Principe | 239 | $* | $* | |||
| Saudi Arabia | 966 | $* | $* | |||
| Senegal | 221 | $* | $* | |||
| Serbia | 381 | $* | $* | |||
| Seychelles | 248 | $* | $* | |||
| Sierra Leone | 232 | $* | $* | |||
| Singapore | 65 | $* | $* | |||
| Slovakia | 421 | $* | $* | |||
| Slovenia | 386 | $* | $* | |||
| Solomon Islands | 677 | $* | $* | |||
| Somalia | 252 | $* | $* | |||
| South Africa | 27 | $* | $* | |||
| South Korea (Republic of) | 82 | $* | $* | |||
| Spain | 34 | $* | $* | |||
| Sri Lanka | 94 | $* | $* | |||
| St Helena | 290 | $* | $* | |||
| St Kitts & Nevis | +1-869* | $* | $* | |||
| St Lucia | +1-758* | $* | $* | |||
| St Pierre & Miquelon | 508 | $* | $* | |||
| St Vincent and The Grenadines | +1-784* | $* | $* | |||
| Sudan | 249 | $* | $* | |||
| Suriname | 597 | $* | $* | |||
| Swaziland | 268 | $* | $* | |||
| Sweden | 46 | $* | $* | |||
| Switzerland | 41 | $* | $* | |||
| Syria | 963 | $* | $* | |||
| Taiwan | 886 | $* | $* | |||
| Tajikistan | 992 | $* | $* | |||
| Tanzania | 255 | $* | $* | |||
| Thailand | 66 | $* | $* | |||
| Togo | 228 | $* | $* | |||
| 9th Amendment | Sprint PCS / Virgin Mobile USA Confidential Information | 21 |
Exhibit A to Schedule 1.0 (continued)
International Toll Charges
| * | denotes NADP countries |
| Per Minute Rates | ||||||
| Country | Country Code | Wireline Terminated | Mobile Terminated | |||
| Tokelau | 69 | $* | $* | |||
| Tonga Islands | 676 | $* | $* | |||
| Trinidad & Tobago | +1-868* | $* | $* | |||
| Tunisia | 216 | $* | $* | |||
| Turkey | 90 | $* | $* | |||
| Turkmenistan | 993 | $* | $* | |||
| Turks & Caicos Islands | +1-649* | $* | $* | |||
| Tuvalu | 688 | $* | $* | |||
| Uganda | 256 | $* | $* | |||
| Ukraine | 380 | $* | $* | |||
| United Arab Emirates | 971 | $* | $* | |||
| United Kingdom | 44 | $* | $* | |||
| Uruguay | 598 | $* | $* | |||
| Uzbekistan | 998 | $* | $* | |||
| Vanuatu | 678 | $* | $* | |||
| Vatican City | 39 | $* | $* | |||
| Venezuela | 58 | $* | $* | |||
| Vietnam | 84 | $* | $* | |||
| Wallis & Futuna Islands | 681 | $* | $* | |||
| Western Samoa | 685 | $* | $* | |||
| Yemen, Republic of | 967 | $* | $* | |||
| Zambia | 260 | $* | $* | |||
| Zimbabwe | 263 | $* | $* | |||
Mexico - Factor Two Cities
| City | City Code | Digit String | ||
| Acaponeta | 325 | 52-325 | ||
| Acapulco | 744 | 52-744 | ||
| Actopan | 772 | 52-772 | ||
| Agua Prieta | 633 | 52-633 | ||
| Aguascalientes | 449 | 52-449 | ||
| Allende | 826 | 52-826 | ||
| Apatzingan | 453 | 52-453 | ||
| Apizaco | 241 | 52-241 | ||
| Arcelia | 732 | 52-732 |
| 9th Amendment | Sprint PCS / Virgin Mobile USA Confidential Information | 22 |
Exhibit A to Schedule 1.0 (continued)
Mexico - Factor Two Cities
| City | City Code | Digit String | ||
| Atlacomulco | 712 | 52-712 | ||
| Atliaca/Tixtla | 754 | 52-754 | ||
| Atlixco | 244 | 52-244 | ||
| Autlan | 317 | 52-317 | ||
| Bahia De Huatulco | 958 | 52-958 | ||
| Cabo San Lucas | 624 | 52-624 | ||
| Caborca | 637 | 52-637 | ||
| Cadereyta Jimenez | 828 | 52-828 | ||
| Campeche | 981 | 52-981 | ||
| Cananea | 645 | 52-645 | ||
| Cancun | 998 | 52-998 | ||
| Celaya | 461 | 52-461 | ||
| Cerralvo | 892 | 52-892 | ||
| Chetumal | 983 | 52-983 | ||
| Chihuahua | 614 | 52-614 | ||
| Chilapa | 756 | 52-756 | ||
| Chilpancingo | 747 | 52-747 | ||
| Cintalapa De Figueroa | 968 | 52-968 | ||
| Ciudad Acuna | 877 | 52-877 | ||
| Ciudad Altamirano | 767 | 52-767 | ||
| Ciudad Camargo B | 891 | 52-891 | ||
| Ciudad Constitucion | 613 | 52-613 | ||
| Ciudad Cuauhtemoc | 625 | 52-625 | ||
| Ciudad Del Carmen | 938 | 52-938 | ||
| Ciudad Delicias | 639 | 52-639 | ||
| Ciudad Guzman | 341 | 52-341 | ||
| Ciudad Hidalgo | 962 | 52-962 | ||
| Ciudad Juarez | 656 | 52-656 | ||
| Ciudad Lazaro Cardenas | 753 | 52-753 | ||
| Ciudad Mante | 831 | 52-831 | ||
| Ciudad Obregon | 644 | 52-644 | ||
| Ciudad Sahagun | 791 | 52-791 | ||
| Ciudad Valles | 481 | 52-481 | ||
| Ciudad Victoria | 834 | 52-834 | ||
| Coatzacoalcos | 921 | 52-921 | ||
| Colima | 312 | 52-312 | ||
| Cordoba | 271 | 52-271 | ||
| Cosamaloapan | 288 | 52-288 | ||
| Cozumel | 987 | 52-987 | ||
| Cuautla | 735 | 52-735 | ||
| Cuernavaca | 777 | 52-777 |
| 9th Amendment | Sprint PCS / Virgin Mobile USA Confidential Information | 23 |
Exhibit A to Schedule 1.0 (continued)
Mexico - Factor Two Cities
| City | City Code | Digit String | ||
| Culiacan | 667 | 52-667 | ||
| Durango | 618 | 52-618 | ||
| Encarnacion De Diaz | 475 | 52-475 | ||
| Ensenada | 646 | 52-646 | ||
| Estación Manuel | 836 | 52-836 | ||
| Fresnillo | 493 | 52-493 | ||
| General Tapia/China | 823 | 52-823 | ||
| Guamuchil | 673 | 52-673 | ||
| Guanajuato | 473 | 52-473 | ||
| Guasave | 687 | 52-687 | ||
| Guaymas | 622 | 52-622 | ||
| Guerrero Negro/Santa Rosa | 615 | 52-615 | ||
| Hermosillo | 662 | 52-662 | ||
| Heroica Ciudad De Ures | 623 | 52-623 | ||
| Hidalgo | 829 | 52-829 | ||
| Huatabampo | 647 | 52-647 | ||
| Huetamo | 435 | 52-435 | ||
| Huimanguillo | 917 | 52-917 | ||
| Huitzuco | 727 | 52-727 | ||
| Iguala | 733 | 52-733 | ||
| Irapuato | 462 | 52-462 | ||
| Ixtapan de la Sal | 721 | 52-721 | ||
| Ixtlan Del Rio | 324 | 52-324 | ||
| Izucar De Matamoros | 243 | 52-243 | ||
| Jalapa | 228 | 52-228 | ||
| Jalpa | 463 | 52-463 | ||
| Jerez De Garcia Salinas | 494 | 52-494 | ||
| Jojutla | 734 | 52-734 | ||
| Juchitan | 971 | 52-971 | ||
| La Barca | 393 | 52-393 | ||
| La Paz | 612 | 52-612 | ||
| La Piedad | 352 | 52-352 | ||
| Lagos De Moreno | 474 | 52-474 | ||
| Leon | 477 | 52-477 | ||
| Lerdo De Tejada | 284 | 52-284 | ||
| Lerma | 728 | 52-728 | ||
| Linares | 821 | 52-821 | ||
| Los Mochis | 668 | 52-668 | ||
| Los Reyes | 354 | 52-354 | ||
| Magdalena | 632 | 52-632 |
| 9th Amendment | Sprint PCS / Virgin Mobile USA Confidential Information | 24 |
Exhibit A to Schedule 1.0 (continued)
Mexico - Factor Two Cities
| City | City Code | Digit String | ||
| Manuel | 836 | 52-836 | ||
| Manuel Ojinaga | 626 | 52-626 | ||
| Manzanillo | 314 | 52-314 | ||
| Martinez De La Torre | 232 | 52-232 | ||
| Matamoros | 868 | 52-868 | ||
| Matehuala | 488 | 52-488 | ||
| Mazatlan (including Puebla) | 222 | 52-222 | ||
| Merida | 999 | 52-999 | ||
| Mexicali | 686 | 52-686 | ||
| Minatitlan | 922 | 52-922 | ||
| Monclova | 866 | 52-866 | ||
| Morelia | 443 | 52-443 | ||
| Moroleon | 445 | 52-445 | ||
| Nacozari De Garcia | 634 | 52-634 | ||
| Navojoa | 642 | 52-642 | ||
| Nogales | 631 | 52-631 | ||
| Nuevo Casas Grandes | 636 | 52-636 | ||
| Nuevo Laredo | 867 | 52-867 | ||
| Oaxaca De Juarez | 951 | 52-951 | ||
| Ocotlan | 392 | 52-392 | ||
| Ometepec | 741 | 52-741 | ||
| Orizaba | 272 | 52-272 | ||
| Pachuca | 771 | 52-771 | ||
| Palenque | 916 | 52-916 | ||
| Parral | 627 | 52-627 | ||
| Parras De La Fuente | 842 | 52-842 | ||
| Patzcuaro | 434 | 52-434 | ||
| Penjamo | 469 | 52-469 | ||
| Petatlan | 758 | 52-758 | ||
| Piedras Negras | 878 | 52-878 | ||
| Playas De Rosarito | 661 | 52-661 | ||
| Poza Rica De Hgo | 782 | 52-782 | ||
| Puebla | 222 | 52-222 | ||
| Puerto Peñasco | 638 | 52-638 | ||
| Puerto Vallarta | 322 | 52-322 | ||
| Puruandiro | 438 | 52-438 | ||
| Queretaro | 442 | 52-442 | ||
| Quimichis /Tecuala | 389 | 52-389 | ||
| Reynosa | 899 | 52-899 | ||
| Rio Grande | 498 | 52-498 | ||
| Rio Verde | 487 | 52-487 | ||
| Sabinas | 861 | 52-861 |
| 9th Amendment | Sprint PCS / Virgin Mobile USA Confidential Information | 25 |
Exhibit A to Schedule 1.0 (continued)
Mexico - Factor Two Cities
| City | City Code | Digit String | ||
| Sahuayo | 353 | 52-353 | ||
| Salamanca | 464 | 52-464 | ||
| Saltillo | 844 | 52-844 | ||
| Salvatierra | 466 | 52-466 | ||
| San Andres Tuxtla | 294 | 52-294 | ||
| San Cristobal De Las Casas | 967 | 52-967 | ||
| San Fernando | 841 | 52-841 | ||
| San Jose De Gracia | 381 | 52-381 | ||
| San Juan Del Rio | 427 | 52-427 | ||
| San Luis De La Paz | 468 | 52-468 | ||
| San Luis Potosi | 444 | 52-444 | ||
| San Luis Rio Colorado | 653 | 52-653 | ||
| San Martin Pachivia /Teloloapa | 736 | 52-736 | ||
| San Miguel De Allende | 415 | 52-415 | ||
| San Quintin | 616 | 52-616 | ||
| Santa Ana | 641 | 52-641 | ||
| Santa Rosalia De Camargo | 648 | 52-648 | ||
| Santiago Ixcuintla | 323 | 52-323 | ||
| Santiago Papasquiaro | 674 | 52-674 | ||
| Santiago Tianguistenco | 713 | 52-713 | ||
| Silao | 472 | 52-472 | ||
| Tala | 384 | 52-384 | ||
| Tampico | 833 | 52-833 | ||
| Tapachula | 962 | 52-962 | ||
| Taxco | 762 | 52-762 | ||
| Tecate | 665 | 52-665 | ||
| Tecoman | 313 | 52-313 | ||
| Tecpan De Galeana | 742 | 52-742 | ||
| Tehuacan | 238 | 52-238 | ||
| Tenancingo | 714 | 52-714 | ||
| Tenango Del Aire/Tlalmanalco | 597 | 52-597 | ||
| Tepatitlan | 378 | 52-378 | ||
| Tepic | 311 | 52-311 | ||
| Tequila | 374 | 52-374 | ||
| Texcoco | 595 | 52-595 | ||
| Teziutlan | 231 | 52-231 | ||
| Ticul | 997 | 52-997 | ||
| Tijuana | 664 | 52-664 | ||
| Tizayuca | 779 | 52-779 |
| 9th Amendment | Sprint PCS / Virgin Mobile USA Confidential Information | 26 |
Exhibit A to Schedule 1.0 (continued)
Mexico - Factor Two Cities
| City | City Code | Digit String | ||
| Tizimin | 986 | 52-986 | ||
| Tlapa De Comonfort/Alcozauca De Gro. | 757 | 52-757 | ||
| Tlaxcala | 246 | 52-246 | ||
| Toluca | 722 | 52-722 | ||
| Torreon | 871 | 52-871 | ||
| Tula | 773 | 52-773 | ||
| Tulancingo | 775 | 52-775 | ||
| Tuxpan | 783 | 52-783 | ||
| Tuxtepec | 287 | 52-287 | ||
| Tuxtla Gutierrez | 961 | 52-961 | ||
| Uruapan | 452 | 52-452 | ||
| Valle De Bravo | 726 | 52-726 | ||
| Veracruz | 229 | 52-229 | ||
| Villa Flores | 965 | 52-965 | ||
| Villahermosa | 993 | 52-993 | ||
| Yurecuaro | 356 | 52-356 | ||
| Zacapu | 436 | 52-436 | ||
| Zacatecas | 492 | 52-492 | ||
| Zamora | 351 | 52-351 | ||
| Zihuatanejo | 755 | 52-755 | ||
| Zinapecuaro | 451 | 52-451 | ||
| Zitacuaro | 715 | 52-715 | ||
| Zumpango | 591 | 52-591 |
| 9th Amendment | Sprint PCS / Virgin Mobile USA Confidential Information | 27 |
