Third Amendment to Wholesale Solutions Switched Services Agreement between Sprint Communications Company LP and Valor Telecommunications Enterprises, LLC

Exhibit 10.7

WSGO5O8-1054          

THIRD AMENDMENT TO
WHOLESALE SOLUTIONS SWITCHED SERVICES AGREEMENT

This Third Amendment (WSGO5O8-1054) is made to the Wholesale Solutions Switched Services Agreement (WSGO2O6-048r18s) between SPRINT COMMUNICATIONS COMPANY LP. (“Sprint”) and VALOR TELECOMIMUNTCATIONS ENTERPRISES, LLC (“Customer”) signed by Customer on July 2, 2003 and by Sprint on August 11, 2003, as amended by a First Amendment (WSGO3O7-028r2) signed by customer on October 3, 2003 and by Sprint on October 3, 2003, and as amended by the Second Amendment (WSG0406-0110) signed by customer on August 17, 2004 and Sprint on August 18, 2004 (collectively, the “Agreement”). The following modified and added terms and conditions are made a part of the Agreement effective October 1, 2005 (“Third Amendment Commencement Date”). If during the Third Amendment implementation process, a Service bills after the Third Amendment Commencement Date at a rate other than the rate stated in this Third Amendment, Sprint will adjust Customer’s invoice to apply the appropriate rate within 90 days after the date of the invoice containing the incorrect rate.

Sprint and Customer agree as follows:

1.		The Agreement is amended by deleting Attachment A- 1 and A-2 and A- 3 in their entirety and replacing them with the Attachment A- I attached to this Amendment and incorporated by reference.
2.		The Agreement is amended by deleting Attachment C — “Interstate Switched Network Extension” in its entirety and replacing it with the Attachment C — “Interstate Switched Services” attached to this Amendment and incorporated by reference.
3.		The Agreement is amended by deleting Attachment C — “Interstate Dedicated Network Extension” in its entirety and replacing it with the Attachment C — “Interstate Dedicated Network Extension Service” attached to this Amendment and incorporated by reference.
4.		The Agreement is amended by adding a new Attachment C — “Interstate Dedicated Service’~ which is attached and incorporated by this reference.
5.		The Agreement is amended by deleting Attachment D — i in its entirety and replacing it with the Attachment D — I attached to this Amendment and incorporated by reference.
6.		The Agreement is amended by deleting Attachment B- 1 and F.- 2 and B 3 and E4 in their ·entirety and replacing them with Attachment E-l and B-2 and E-3 and B4 attached to this Amendment and incorporated by reference.
7.		The Agreement is amended by deleting Attachment E- 5 and B 6 and B 7 in their entirety and replacing them with Attachment B-S and E-6 and B-7 attached to this Amendment and incorporated by reference.
8.		The Agreement is amended by deleting Attachment S-6 in its entirety and replacing it with Attachment S-6 attached to this Amendment and incorporated by reference.

SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION

WSGO5O8- 1054

9.		To become effective, this Third Amendment must be signed by an authorized representative of Customer. Any change to this Third Amendment is subject to written acceptance by a Sprint officer. All other terms and conditions in the Agreement, not amended above, will remain in effect. This Third Amendment and any information concerning its terms and conditions are Sprint’s proprietary information and are governed by the parties’ Nondisclosure Agreement.
10.		Sprint’s offer to amend the Agreement will be withdrawn if this Third Amendment is not executed by both parties within 45 days after October 26, 2005.

VALOR TELECOMMUNICATIONS ENTERPRISES, LLC						SPRINT COMMUNICATIONS COMPANY L.P.
By:		/s/ John J. Mueller				By:
						David A. Falter
Title: President & CEO						Managing Director/Vice President, Wholesale
Services Group
Date: 11-3-05						Date: 11/8/05

SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION

Attachment A. 1

A.3. Term of Agreement: 54 months.

A. 6.4 In the event that a Service is discontinued and such discontinuation materially and adversely affects Customer’s ability to do business as anticipated in this Agreement, Sprint will notify Customer 60 days prior to discontinuation or as early as Sprint is aware of such discontinuation, whichever comes last, by sending a written notice to Customer.

A. 11.2 Customer will not be required to provide PlC Authorization to Sprint if Customer has its own CIC deployed on Sprint’s network, and Customer’s ANIs will be submitted as a “no-NC” to Sprint.

A. 11.7 Customer will not be required to provide certification to Sprint that it has given notice to the End User if Customer will be blocking its ANIs via Desktop Manager. Customer will not be charged by Sprint for blocking ANIs if Customer will be blocking its ANTs via Desktop Manager.

A.13.8. Forward Pricing — Forward Pricing Volume of Service

The Forward Pricing Volume of Service applicable to Discount Two discounts shall be $          beginning the effective date of the Agreement and ending the last day of month four (4) of the Term.

The Forward Pricing Volume of Service applicable to Discount Two discounts shall be $          beginning the first day of month thirteen (13) of the Agreement and ending the last day of month fifteen (15) of the Term.

The Forward Pricing Volume of Service applicable to Discount Two discounts shall be $          beginning the first day of month twenty-seven (27) of the Agreement and ending the last day of month thirty (30) of the Term.

A.14.1. Minimum Commitment:

		Carrier Transport Monthly
Months		Net Usage Commitment
1-4		$
5-15		$
16-30		$
31-54		$

If Customer makes an acquisition of a new local exchange territory and routes the resulting new traffic to Sprint, Sprint and Customer will review the status of Customer’s contract, including commitments and rates and the growth of Customer’s usage hereunder. If Sprint and Customer agree that revisions to this Agreement would be advantageous to both parties, then Sprint and Customer will cooperate in efforts to develop a mutually agreeable alternative proposal that will satisfy the concerns of both Parties and comply with all applicable legal and regulatory requirements. This clause is intended to facilitate communications between the Parties and is not intended to give rise to any rights or obligations to either Party. To invoke Customer’s rights under this Section A. 14.1, Customer must be in compliance with all Agreement terms and conditions, including its Carrier Transport Net Usage Commitment.

Blowout Clause/Early Fulfillment of Commitment
If at any time during the contract term between months 31 and 54 Customer’s total cumulative net usage exceeds $          then Customer will be relieved of any subsequent minimum commitments on a monthly basis.

Sprint		PROPRIETARY INFORMATION RESTRICTED

Attachment A — 1

Limitations

Pricing contained in the Agreement is contingent on switched traffic originating from the following OCNs: 1164 (NM), 1193 (NM), 1165 (OK), 1163 (TX), 1181 (TX). If it is determined that more than 10% of Customer’s Switched Outbound traffic originates from any OCNs other than listed above, Sprint reserves the right to review and, if necessary, change the Customer’s pricing upon a 30 day notice to Customer.

If Sprint adjusts pricing under this provision as a result of Customer’s acquisition of a new local exchange territory in which Customer proposes an increase in switched access costs, and if Customer gives Sprint reasonable notice of the proposed increase, Sprint’s adjustments to pricing under this provision will become effective upon the later of the date 30 days after notice to Customer of Sprint’s adjustment or the date upon which the applicable regulatory agency permits Customer’s proposed increase in switched access costs to become effective.

If Sprint adjusts pricing under this provision as a result of Customer’s acquisition of a new local exchange territory in which Customer proposes an decrease in switched access costs, and if Customer gives Sprint reasonable notice of the proposed decrease, Sprint’s adjustments to pricing under this provision will become effective upon the later of the date 30 days after notice to Customer of Sprint’s adjustment or the date upon which the applicable regulatory agency permits Customer’s proposed decrease in switched access costs to become effective.

Rate Review for Intrastate Switched Access for Intrastate Switched Voice Services

Through a quarterly account review to occur within every 90 days from the beginning of the Agreement, Sprint and Customer will identify any anticipated intrastate switched services access tariff changes, including, but not limited to any pending access reform initiative, that will materially affect the cost structure of the Customer’s traffic or Sprint’s underlying cost structures. Sprint and Customer shall agree on the appropriate adjustments to Customer’s intrastate switched services pricing based upon specific changes to originating and terminating switched access costs and agree to implement the appropriate adjustments the later of the effective date of the tariff change or 30 days from the date of the account review.

If the Customer is ordered by a regulatory authority to make a tariff change that increases or reduces the switched access prices, Customer will immediately notify Sprint of such tariff filing, or of its intention to make a tariff filing on a specific date in compliance with a rule or order of a regulator. Sprint and Customer will review customer’s pricing within I5 days of Sprint’s receipt of notice. Sprint and Customer shall agree on the appropriate adjustments to Customer’s pricing based upon any such access rate changes and agree to implement the appropriate adjustments the later of the effective date of the tariff change or 30 days from the date of the account review in proportion to the percentage cost changes in the table below:

Sprint’s cost structure is based on the following formulas:

STATE		Bundled Rate:		Orig SWAC		Transport		Term SWAC
TX
NM
OK

Sprint shall alter the bundled intrastate rates above in accordance with the changes to the underlying cost structure by a proportion equal to the underlying cost structure change.

If Sprint and Customer cannot agree on the adjusted pricing under this provision, and the new rates will adversely and materially impact Sprint’s or the Customer’s ability to conduct business, either party may

Sprint		PROPRIETARY INFORMATION RESTRICTED

Attachment A — 1

terminate this Agreement upon a 60 day notice to the other party without early termination liability upon payment for all Services delivered prior to the date of such termination.

A.14.5. Minimum Port Usage: $      Minimum Net Dedicated Outbound Usage Per Port

PlC Fee Reimbursement

Customer shall receive a reimbursement for PlC fee charges in the amount of $        per ANI submitted by Customer for activation on the 333 carrier identification code by Sprint beginning the effective date of this Agreement through month three (3) of this Agreement. Customer must have at least the same number of ANIs active in month twelve (12) of this Agreement as in month three (3) of this Agreement. If fewer ANIs are active in month twelve (12) than in month three (3), Customer will be charged $        per ANI for the difference between ANTs active in month twelve (12) and ANIs active in month three (3).

T-1 Install Waiver

Sprint will waive applicable TI access lines installation charges (local loop, COC, and ACF) for TI access lines provided such T is have at least 2 year order terms. Customer’s applicable TI access lines installation charges will be credited when installed, however, if an eligible Tl is taken out of service for any reason within 24 months of installation, Customer will be debited back a prorated portion of the amount that was originally credited.

Promotional ACF/COC/EFC Charges

All ACF Charges will be per applicable tariff.
Monthly recurring COC charges will be $        per port.
Monthly recurring EFC charges will be $        per port when Customer utilizes Sprint’s entrance facilities.

Primary Carrier Requirement N/A

Toll Free Number Portability

Customer may obtain a unique wholesale FONCARD Toll Free access number from Sprint subject to Sprint’s internal terms and conditions. Customer may retain use of its existing unique Toll Free number when changing Toll Free Service Provider subject to Industry Guidelines for Toll Free Number Administration and applicable laws and regulations.

CIC Deployment Charges Credit

1. CIC NRC Credit
In month six (6) after the effective date of the Agreement, Customer will receive a CIC deployment charges credit up to the amount of the applicable CIC deployment charges per SCA#134395 or $         , whichever is lower.

in month eighteen (18) after the effective date of the Agreement, Customer will receive a CIC deployment charges credit up to the amount of the applicable CIC deployment charges for Lata 536 & Lata 538 per SCA#TBD or $         , whichever is lower.

In month thirty-two (32) after the effective date of the Agreement, Customer will receive a CIC deployment charges credit up to the amount of the applicable CIC deployment charges for the below listed Latas per SCA#TBD or $         , whichever is lower.

LATAs:

Sprint		PROPRIETARY INFORMATION RESTRICTED

Attachment A — I

540			542				544				546				548				550				552				554
556			558				560				562				564				565				568				570

To be eligible for the credit, Customer must remain in compliance with all terms and condition stated in the Agreement throughout the Term of the Agreement. Customer will pay the credit back to Sprint in full, immediately upon Sprint’s request, if Customer terminates the Agreement before the expiration date or breaches the Agreement. Above CIC NRC Credit is only applicable if customer deploys CIC with Sprint in listed Latas.

2. CIC MRC Waiver.

Sprint will waive a $          monthly recurring CIC maintenance charge stated on Attachment S.
A. Exhibit 2. 6.1. When Sprint is requested to complete CIC activation for customer, Sprint issues the ASRs for CIC activation. Request for testing will automatically be included in ASRs for 1+ (and for Toll Free if requested by the customer) in advance as part of SCA (Special Customer Arrangement) submission.

A.34    Proposal Date: November 2, 2005

Sprint		PROPRIETARY INFORMATION RESTRICTED

Exhibit 1: Attachment B — 1

1		Billing Increments/Usage Periods for Per Minute Charges.
		Service will be invoiced based on Per Minute Charges utilizing Tariffed Rate Periods and Tariffed Billing Increments, unless specifically set forth below:

		Initial Billing		Additional Billing
Service Type/Rate Element		Increment (sec)		Increment (sec)
Interstate Dedicated Outbound & Dedicated Outbound Ext.
Canada Term. Dedicated Outbound & Dedicated Outbound Ext.
Mexico Int’l. Element Dedicated Outbound & Dedicated Outbound Ext.
Other Int’l Dedicated Outbound & Dedicated Outbound Ext
Interstate Switched Outbound
Canada Term. Switched Outbound
Mexico Int’l. Element Switched Outbound
Other Int’l Switched Outbound
Interstate Dedicated Toll Free & Dedicated Toll free Ext.
Canada Orig. Dedicated Toll Free & Dedicated Toll Free ext.
Mexico Dedicated Toll free & Dedicated Toll Free Ext.
Other Int’l. Dedicated Toll Free & Dedicated Toll Free Ext.
Caribbean Dedicated Toll Free & Dedicated Toll Free Ext.
Interstate Switched Toll Free
Canada Orig. Switched Toll Free
Mexico Switched Toll Free
Other Int’l. Switched Toll Free
Caribbean Switched Toll Free
Interstate FONCARD

2		Non- Bell Switched Origination/Termination/Toll Free Origination Charge. Customer shall pay the following charges for each minute of a switched interstate call originating or terminating in a Non-Bell Service Area:
		Not Applicable
3		Switched Origination/Termination/Toll Free Origination Charge. Customer shall pay the following charges for each minute of a switched interstate:
		Not Applicable

BUNALL Valor 10.24.05.xlsAttach BSprint Confidential and Proprietary Information

Exhibit I: Attachment B —2

4

LEC Cap Maximum Non-Bell Traffic.

Maximum Originating

Maximum Terminating

Non-Bell

Service Type

Non-Bell Traffic %

Non-Bell Traffic %

Surcharge

Dedicated Outbound

N/A

$

Dedicated Toll Free

N/A

N/A

$

Switched Outbound

N/A

$

Switched Toll Free

N/A

N/A

$

FONCARD

N/A

N/A

$

Dedicated Outbound Ext

N/A

$

Dedicated Toll Free Ext

20

%

N/A

$

5		Minimum Average Call Duration: Minimum Average Time Requirement (MATR) shall not apply.
6		Maximum Noncomplete Call Percentage.

Dedicated toll Free, Dedicated Toll Free
Extension and Switched Toll Free Usage Type		Maximum Non-Complete Toll
(rate Element)		Free Call Percentage		Per Call Surcharge
Intrastate/Interstate		%		$
International/Canadian		%		$

7		Promotional Monthly Recurring Toll Free Charges:
		Customer’s Monthly Recurring Connect Toll Free service charge will be $       per Switched Toll Free account per month.
		Customer’s Toll Free numbers (Switched Toll Free, Dedicated Toll Free, and Dedicated Toll Free Extension) requiring Toll Free Directory Assistance Listings will be charged an additional Monthly Recurring Charge of $          per month per Toll Free number requiring such listing.
8		Toll Free Database Query Charge
		Customer’s Toll Free Database Query charge will be $          per domestic Dedicated Toll Free, Dedicated Toll Free Extension, and Switched Toll Free Call.

BUNALL Valor 10.24.05.xlsAttach BSprint Confidential and Proprietary Information

Exhibit 1: Attachment C .

Interstate Switched Services

Base Rates

		Switched Outhound								CIC-S								Switch Toll Free								FONCARD
LATA Group		Peak				OffPeak				OffPeak				Peak				OffPeak				Peak				Peak				OffPeak
1		$				$				$				$				$				$				$				$
2		$				$				$				$				$				$				$				$

See LATA Group Descriptions: LATA Group 2 rates are not eligible for Discounts
LATA Group 2 rates apply to usage originating from/terminating to LATA Group 2

Monthly Gross				Switched Outbound				CIC-S				Switched Toll Free				FONCARD
Volume of Service				Peak		OffPeak		Peak		OffPeak		Peak		OffPeak		Peak		OffPeak
$0 -		$499,999		%		%		%		%		%		%		%		%
$500,000-		$749,999		%		%		%		%		%		%		%		%
$750,000-		$1,499,999		%		%		%		%		%		%		%		%
1,500,000+				%		%		%		%		%		%		%		%

Interstate FONCARD Bong Surcharge (per call)

State		Rate
All		$

EFFECTIVE RATES (Based on LATA Group 1)

Monthly Gross				Switched Outbound				CIC-S				Switched Toll Free				FONCARD
Volume of Service				Peak		OffPeak		Peak		OffPeak		Peak		OffPeak		Peak		OffPeak
$0 -		$499,999		$		$		$		$		$		$		$		$
$500,000-		$749,999		$		$		$		$		$		$		$		$
$750,000-		$1,499,999		$		$		$		$		$		$		$		$
1,500,000+				$		$		$		$		$		$		$		$

BUNALL Valor 10-24-05.xlsCIC-S InterRates Sprint Confidential and Proprietary Information

Exhibit 1: Attachment C —

Interstate Dedicated Network Extension Service

Base Rates

		Dedicated Outbound Ext				Dedicated Toll Free Ext
LATA Group		Peak		OffPeak		Peak		OffPeak
1 2

See LATA Group Descriptions. ALTA Group 2 rates are not eligible for Discounts
LATA Group 2 rates apply to usage originating from/terminating to LATA Group 2

Discount 1       The above listed base rates are not eligible for any Schedule, Tariff, or contractual discount /s
Discount 2

Monthly Gross				Dedicated Outbound Ext				Dedicated Toll Free Ext
Volume of Service				Peak		OffPeak		Peak		OffPeak
$0 -		$499,999
$500,000-		$749,999
750,000-		$1,499,999
$1,500,000+

EFFECTIVE RATES: (Based on LATA Group 1)

Monthly Gross				Dedicated Outbound Ext				Dedicated Toll Free Ext
Volume of Service				Peak		OffPeak		Peak		OffPeak
$0 -		$499,999
$500,000-		$749,999
750,000-		$1,499,999
$1,500,000+

BUNALL Valor 10-24-05.xlsCIC-S InterRates Sprint Confidential and Proprietary Information

Exhibit 1: Attachment C —

Interstate Dedicated Network Extension Service

Base Rates

		Dedicated Outbound Ext				Dedicated Toll Free Ext
LATA Group		Peak		OffPeak		Peak		OffPeak
1 2

See LATA Group Descriptions. ALTA Group 2 rates are not eligible for Discounts
LATA Group 2 rates apply to usage originating from/terminating to LATA Group 2

Discount 1       The above listed base rates are not eligible for any Schedule, Tariff, or contractual discount is
Discount 2

Monthly Gross				Dedicated Outbound Ext				Dedicated Toll Free Ext
Volume of Service				Peak		OffPeak		Peak		OffPeak
$0 -		$499,999
$500,000-		$749,999
750,000-		$1,499,999
$1,500,000+

EFFECTIVE RATES: (Based on LATA Group 1)

Monthly Gross				Dedicated Outbound Ext				Dedicated Toll Free Ext
Volume of Service				Peak		OffPeak		Peak		OffPeak
$0 -		$499,999
$500,000-		$749,999
750,000-		$1,499,999
$1,500,000+

BUNALL Valor 10-24-05.xlsCIC-S InterRates Sprint Confidential and Proprietary Information

Exhibit 1: Attachment D-1

Interstate Adjustment (Intrastate)

Base Rates

Switched

Switched

Dedicated

Dedicated

Dedicated

Dedicated

State

Outbound

CIC-S

Toll-Free

FONCARD

Outbound

Outbound Ext

Toll Free

Toll Free Ext

AK

AL

AR

AZ

CA

CO

CT

DE

FL

GA

HI

IA

ID

IL

IN

KS

KY

LA

MA

MD

ME

MI

MN

MO

MS

MT

NC

ND

NE

NH

NJ

NM

NV

NY

OH

OK

OR

PA

RI

SC

SD

TN

TX

UT

VA

VT

WA

WI

WV

WY

All states are Intrastate/Interlata traffic unless otherwise specified. The above listed
Base rates are not eligible for any tariff or contractual discounts Is.

Interstate FONCARD Bong Surcharge (per call)

State		Rate
All		$

BUNALL Valor 10.24.05.xlscic-s intrastate Sprint Confidential and Proprietary Information

Exhibit 1: Attachment E-1
Other International Base Rates

		Country		Dedicated Outbound		Dedicated Outbound Ext.		Switched Outbound		Switched FONCARD
Country		Code		ATOD		ATOD		ATOD		ATOD
AFGHANISTAN		213
ALBANIA		376
ALGERIA		244
ANDORRA		264497
ANGOLA		268460
ANGUILLA		540
ANTIGUA/BARBUDA		374
ARGENTINA		297
ARUBA		247
ASCENSION ISLAND		610
AUSTRALIA		611
AUSTRALIA — SATELLITE		672
AUSTRALIAN TERR		430
AUSTRIA		994
AZERBAIJAN		242321
BAHAMAS		973
BAHRAIN		860
BANGADESH		246228
BARBADOS		375
BELARUS		320
BELGIUM		501
BELIZE		229
BENIN		441231
BERMUDA		975
BHUTAN		591
BOLIVIA		387
BOSNINHERZEGOVINA		267
BOTSWANA		550
BRAZIL		673
BRUNEI		359
BULGARIA		226
BURKINAFASO		257
BURUNDI		284496
BVI (TORTOLA)		855
CAMBODIA		237
CAMEROON		418
CANADA		418
CANADA-NORTHERNTERRITORIES-867		238
CAPE VERDE ISLANDS		345945
CAYMAN ISLANDS		236
CENTRALAFRICAN REP		235
CHAD		560
CHILE		860
CHINA		570
COLOMBIA		242
CONGO		243
CONGO OEM REP(ZAIRE)		662
COOK ISLANDS		506
COSTA RICA		3B5
CROATIA		530
CUBA		473
CUBA- GUANTANAMO BAY		357
CYPRUS		420
CZECH REPUBLIC		450
DENMARK		246
DIEGO GARCIA		253
DJIBOUTI		767445
DOMINICA		609220
DOMINICAN REPUBLIC		670
EASTTIMOR		593
ECUADOR		200
EGYPT		503
EL SALVADOR		240
EOUATORIAL GUINEA

NOTE: The Other International Base Rates listed above are not eligible for any tariff or contractual discounts.

Valor INTL 102405.xls-3 Base Rates Sprint Confidential and Proprietary Information

Exhibit 1: Attachment E-2
Other International Base Rates

		Country		Dedicated Outbound				Dedicated Outbound Ext.				Switched Outbound				Switched FONCARD
Country		Code		ATOD				ATOD				ATOD				ATOD
ERITREA		291
ESTONIA		372
ETHIOPIA		251
FALKLAND ISLANDS		500
FAROE ISLANDS		298
FIJI		679
FINLAND		358
FRANCE		330
FRENCH GUIANA		594
FRENCHPOLYNESIA		689
GABON		241
GAMBIA		220
GEORGIA		995
GERMANY		490
GHANA		233
GIBRALTAR		350
GLOBAL MOBILE SATELLITE ELLIPSO-3		881
GLOBALMOBILESATELLITEGLOBALSTAR-8		881
GLOBAL MOBILE SATELLITE IRIOIUM-6		881
GLOBAL MOBILE SATELLITE IRIOIUM-7		881
GREECE		300
GREENLAND		299
GRENADA		473440
GUADELOUPE		590
GUATEMALA		502
GUINEA REPUBLIC OF		224
GUINEA-BISSAU		245
GUYANA		592
HAlT!		509
HONDURAS		504
HONG KONG		852
HUNGARY		360
ICELAND		354
INDIA		910
INDONESIA		620
INMARSAT SNAC — A DATA		870
INMARSAT SNAC — A VOICE		B70
INMARSAT SNAC — AERONAUTICAL		870
INMARSAT SNAC — B		870
INMARSAT SNAC — B — HIGH SPEED DATA		670
INMARSAT SNAC — M		670
INMARSAT SNAC — M4 — FLEET		870
INMARSATSNAC-MINI M		870
INTERNATIONAL NETWORKS — THURAYA RMSS NETWORK		882
RAN		980
IRAQ		964
IRELAND		353
ISRAEL		972
ISRAEL — PALAUTHFIX		972
ITALY		390
IVORY COAST		225
JAMAICA		876955
JAPAN		610
JORDAN		962
KAZAKHSTAN		732
KENYA		254
KIRIBATI		686
KOREA(NORTH)		650
KOREA (SOUTH)		820
KUWAIT		965
KYRGYZSTAN		996
LAOS		856
LATVIA		371
LEBANON		961
LESOTHO		266

NOTE: The Other International Base Rates listed above are not eligible for any tariff or contractual discounts.

Valor INTL 102405.xls-3 Base Rates Sprint Confidential and Proprietary Information

Exhibit 1: Attachment E-3
Other International Base Rates

		Country		Dedicated Outbound				Dedicated Outbound Ext.				Switched Outbound				Switched FONCARD
Country		Code		ATOD				ATOD				ATOD				ATOD
LIBERIA		231
LIBYA		218
LIECHTENSTEIN		423
LITHUANIA		370
LUXEMBOURG		352
- MACAU		853
MACEDONIA		389
MADAGASCAR		261
MALAWI		265
MALAYSIA		600
MALDIVES REPUBLIC		960
MALI		223
MALTA REPUBLIC		356
MARSHALL ISLANDS		692
MARTINIQUE		596
MAURITANIA		222
MAURITIUS		230
MAYOTTE ISLAND		269
MICRONESIA		691
MOLDOVA		373
MONACO		377
MONGOLIA		976
MONTSERR4T		664491
MOROCCO		210
MOZAMBIQUE		258
MYANMAR(BURMA)		950
NAMIBIA		264
NAURU		674
NEPAL		977
NETHERLANDS		310
NETHERLANDSANTILLES		599
NEW CALEDONIA		687
NEW ZEALAND		640
NICARAGUA		505
NIGER		227
NIGERIA		234
NIUE ISLAND		683
NORWAY		470
OCEAN ATLANTIC EAST— A DATA -		871
OCEAN ATLANTIC EAST— A VOICE		871
OCEAN ATLANTIC EAST — AERONAUTICAL		871
OCEAN ATLANTIC EAST — B		871
OCEAN ATLANTIC EAST — M		871
OCEAN ATLANTIC EAST— M4 — FLEET		871
OCEAN ATLANTIC EAST—MINIM		871
OCEANATLANTICWEST—ADATA		874
OCEAN ATLANTIC WEST — A VOICE		874
OCEANATLANT!CWEST—AERONAUTICAL		874
OCEANATLANTICWEST—B		874
OCEAN ATLANTIC WEST— M		874
OCEANATLANTICWEST—M4—FLEET		874
OCEAN ATLANTIC WEST — MINIM		874
OCEAN INDIAN — A DATA		873
OCEAN INDIAN — A VOICE		873
OCEAN INDIAN—AERONAUTICAL		873
OCEAN INDIAN — B		873
OCEAN INDIAN—M		873
OCEAN INDIAN — M4 — FLEET		873
OCEAN INDIAN — MINIM		873
OCEAN PACIFIC — A DATA		872
OCEAN PACIFIC — A VOICE		872
OCEAN PACIFIC—AERONAUTICAL		872
OCEAN PACIFIC—B		872
OCEAN PACIFIC—M		872
OCEAN PACIFIC — M4 — FLEET		872

NOTE: The Other International Base Rates listed above are not eligible for any tariff or contractual discounts.

Valor INTL 102405.xlsl-3 Base Rates Sprint Confidential and Proprietary Information

Exhibit 1: Attachment E-4
Other International Base Rates

		Country				Dedicated				Dedicated Outbound Ext.				Switched Outbound				Switched FONCARD
Country		Code				Outbound ATOD				ATOD				ATOD				ATOD
OCEAN PACIFIC — MINI M			872
OCEAN PACIFIC — PIT~CAIRN ISLAND			872
OMAN			968
PAKISTAN			920
-PALAU			680
PALE AUTH			970
PANAMA			507
PAPUANEWGUINEA			675
PARAGUAY			595
PERU			510
PHILIPPINES			630
POLAND			480
PORTUGAL			351
QATAR			974
REUNION ISLAND			262
ROMANIA			400
RUSSIA			700
RWANDA			250
SAN MARINO			378
SAOTOME/PRINCIPE			239
SAUDI ARABIA			966
SENEGAL			221
SEYCHELLES			248
SIERRA LEONE			232
SINGAPORE			650
SLOVAKIA			421
SLOVENIA			386
SOLOMON ISLANDS			677
SOMALIA			252
SOUTHAFRICA			270
SPAIN			340
SRI LANKA			940
STHELENA			290
ST KITTS/NEVIS			869465
ST LUCIA			758450
STPIERRE/MIQUELON			508
STVINCENT/GRENADINE			784456
SUDAN			249
SURINAME			597
SWAZILAND			268
SWEDEN			460
SWITZERLAND			410
SYRIA			963
TAiWAN			886
TAJIKISTAN			992
TANZANIA			255
THAILAND			660
TOGO			228
TOKELAU			690
TONGA			676
TRINIDAD/TOBAGO			866622
TUNISIA			216
TURKEY			900
TURKMENISTAN			993
TURKSICAICOS			649941
TUVALU			688
UGANDA			256
UKRAINE			285
UNITEDARABEMIRATES			971
UNITED KINGDOM			440
UNITED KINGDOM — NTS 845			440
UNITED KINGDOM — NTS 870			440
UNITED KINGDOM — NTS 871			440
URUGUAY			598
UZBEKISTAN			996