Spectrum Manager Lease, Dated November 12, 2004

Exhibit 10.1

SPECTRUM MANAGER LEASE

between


AWS LICENSE NEWCO, LLC

and


AWS NETWORK NEWCO, LLC


Dated as of November 15, 2004


SPECTRUM MANAGER LEASE


THIS SPECTRUM MANAGER LEASE (this "Lease"), dated as of November 15, 2004 (the " Execution Date"), is executed by and between AWS License Newco, LLC, a Delaware limited liability company (" Licensee"), and AWS Network Newco, LLC, a Delaware limited liability company (" Lessee") (collectively the " Parties", or each, individually, a " Party").


WHEREAS, Licensee holds each of the Federal Communications Commission (" FCC") authorizations listed on Schedule 1 hereto (the " Licenses");

WHEREAS, parent companies of Licensee and Lessee are among the parties to that certain Exchange Agreement, dated as of September 21, 2004, by and among Triton PCS Holdings, Inc. (" Triton"), the Triton Contributing Entities, AT&T Wireless Services, Inc. (" AWS"), the AWS Contributing Entities and Cingular Wireless LLC (" Cingular") (the " Exchange Agreement"), under which, among other things, all of the membership interests in Licensee will be sold to a Triton affiliate (the " Member Interest Purchase"), subject to regulatory approvals and other conditions (capitalized terms used herein which are not otherwise defined shall have the meanings assigned to them in the Exchange Agreement);

WHEREAS, the Parties desire to enable Lessee to obtain the use of the spectrum associated with the Licenses (the " Leased Spectrum") prior to the consummation of the Member Interest Purchase;

WHEREAS, the Parties desire to enter into a spectrum manager leasing arrangement (within the meaning of 47 C.F.R. a7 1.9020) concerning the Leased Spectrum, on the terms and subject to the conditions hereof, in order to memorialize their respective rights and responsibilities hereunder in accordance with the Communications Act of 1934, as amended, and the rules, regulations and policies of the FCC (collectively, the " Communications Laws").


NOW, THEREFORE, the Parties hereby agree as follows:


Section 1. Lease Arrangement .


(a) Spectrum Usage Rights . Subject to the terms and conditions set forth in this Lease, Licensee hereby grants Lessee exclusive rights to use the Leased Spectrum throughout the Term (as hereafter defined) (the " Spectrum Usage Rights").


(b) Permitted Use; Regulatory Classification . Lessee shall operate the System (as hereafter defined) and be regulated as a Commercial Mobile Radio Service (" CMRS") carrier. Lessee may use the Leased Spectrum to offer any CMRS services (e.g., fixed or mobile) it determines, so long as such use or services are not currently or hereafter prohibited under the terms and conditions of the Licenses or the Communications Laws.

(c) Scope of Spectrum Usage Rights . Subject to the review, supervision and ultimate control of Licensee with respect to matters reasonably affecting Licensee's ability to meet its obligations as an FCC licensee applicable to the Licenses as set forth in Section 3 hereafter, any use restrictions applicable to the Licenses, and the terms and conditions of this Lease, the Spectrum Usage Rights granted hereunder convey to Lessee the exclusive right to construct, operate and maintain facilities operating over the Leased Spectrum (the " System").

(d) Exclusivity . Throughout and until the expiration or earlier termination of the Term, except as otherwise expressly provided in this Lease, Lessee shall have the exclusive right to use the Leased Spectrum and exercise the Spectrum Usage Rights granted herein. Licensee shall not enter into any other agreement (including any agreement for the lease, partition, disaggregation, underlay use, time sharing or similar document) during the Term with any person or entity other than Lessee with respect to the Leased Spectrum without the prior written consent of Lessee.

(e) Security Interest . Lessee shall only have the right to pledge, mortgage, hypothecate or otherwise grant a security interest or create a lien in its Spectrum Usage Rights to one or more financial institutions pursuant to a credit arrangement for money borrowed (not related solely or primarily to the Spectrum Usage Rights) and, in such case, only in accordance with applicable law.


Section 2. Obligations of Lessee .


(a) General Obligations . Subject to the review, supervision and ultimate control of Licensee over matters reasonably affecting the Licenses and Licensee's ability to meet its FCC obligations as set forth in Section 3, Lessee shall be obligated:


(i) to promptly provide to Licensee such information (A) in a timely manner with regard to any service disruption relating to use of the Leased Spectrum, and (B) as Licensee reasonably requests and requires (I) regarding any construction or alteration of facilities proposed by Lessee and (II) any deactivation of facilities;


(ii) to timely cooperate with and aid Licensee with whatever actions Licensee is required to take, if any, in order to obtain the approvals or consents of any governmental authority to this Lease;

(iii) to use commercially reasonable efforts to operate the System on the Leased Spectrum consistent with and as may be required by the Communications Laws or the laws of any other governmental body, this Lease, and the terms and conditions of the Licenses (including eligibility, basic and character qualifications requirements, foreign ownership and use restrictions, and regulations intended to prevent harmful interference to any other licensed spectrum user);


(iv) to satisfy the eligibility, qualification and all other requirements imposed on spectrum lessees under spectrum manager leasing arrangements of 47 C.F.R. a7 1.9020, including, but not limited to, the general eligibility rules set forth in 47 C.F.R. a7 1.9020(d)(2);


(v) to comply with any and all applicable requirements of the Licenses or arising under the Communications Laws, including, but not limited to those relating to: interference and radio frequency (" RF") safety rules for human exposure; the Communications Assistance for Law Enforcement Act (" CALEA"), 47 U.S.C. a7a7 229,


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1001 et seq. , 47 C.F.R. Part 64, Subparts V and W; Equal Employment Opportunity (" EEO"), 47 C.F.R. a7a7 1.815, 22.321; Telecommunications Relay Service (" TRS"), 47 U.S.C. a7 225, 47 C.F.R. Part 64, Subpart F; North American Numbering Plan (" NANP"), 47 U.S.C. a7 251(e), 47 C.F.R. Part 52; universal service funds, 47 U.S.C. a7 254, 47 C.F.R. a7a7 54.706, 54.709; and number portability, 47 U.S.C. a7 251(b)(2), 47 C.F.R. Part 52, Subpart C;

(vi) to take whatever actions are reasonably necessary to resolve any interference-related matters arising from operation of the System it may construct and operate on the Leased Spectrum, including but not limited to any conflicts between Lessee and any other licensed spectrum user; and

(vii) to comply with any and all obligations that apply to Lessee directly as a result of its own status as a service provider.


(b) Equipment .


(i) Lessee shall have the right to purchase or lease, install and maintain at its own expense all equipment, including but not limited to towers, transmission lines, antennas, microwave facilities, transmitters and related equipment, that is necessary for its operations utilizing the Leased Spectrum. Except as specifically set forth in this Lease, Licensee shall have no right to install, use, access, perform maintenance or operate any equipment that Lessee purchases, installs or acquires to facilitate Lessee's use of the Leased Spectrum, which rights shall remain at all times vested with Lessee.

(ii) Upon any termination of this Lease, Lessee shall promptly terminate its use of the Leased Spectrum.

(c) FCC Compliance . Lessee acknowledges and agrees that, as required by applicable Communications Laws, Licensee shall be primarily responsible for ensuring that (i) the Licenses and (ii) the Leased Spectrum (including but not limited to Lessee's operations in connection therewith and performance hereunder) are utilized in compliance with the Communications Laws, including, but not limited to, responsibility for all interactions with the FCC related to the Licenses and the Leased Spectrum. Lessee agrees that Lessee shall be independently responsible for full compliance with the Communications Laws, including those Communications Laws applicable to the Leased Spectrum or Lessee as a result of Lessee's status as a service provider in connection with its obligations under this Lease, and any other applicable laws. Lessee acknowledges that it shall remain independently responsible to Licensee and the FCC for complying with the foregoing, and agrees that it shall not construct or operate any facility utilizing the Leased Spectrum in a manner inconsistent with, contrary to, or in violation of, these requirements. Lessee hereby represents and warrants that it is familiar with the Communications Laws and further covenants and agrees that it shall operate on and utilize the Leased Spectrum at all times in material compliance with the Communications Laws, FCC requirements associated with the Licenses, and all other applicable laws. If Lessee's operation on or utilization of the Leased Spectrum would reasonably be expected to result in the revocation or termination or the adverse modification of the Licenses, such operation or utilization shall by definition constitute material non-compliance with the Communications Laws and a material breach of Lessee's obligations hereunder.


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(d) Notification of Violation or Material Changes; Cooperation . Lessee shall promptly notify Licensee of the occurrence of any (i) violations, or inquiries or allegations of violations, which relate to Lessee's operation of the System or use of the Leased Spectrum, (ii) inquiries or regulatory proceedings initiated with respect to the Lease, or (iii) inquiries or regulatory proceedings regarding Lessee's qualifications to hold FCC licenses in general or be a spectrum lessee of which Lessee becomes aware. Lessee shall also promptly inform Licensee about any other communications with the FCC or other governmental authority concerning Lessee's use of the Leased Spectrum and Licensee's obligations as a spectrum lessor under the Communications Laws. In the event the FCC or other governmental authority initiates an investigation or inquiry concerning Lessee in connection with this Lease or any of Lessee's actions or operations hereunder, Lessee agrees to promptly notify Licensee and to cooperate with Licensee, the FCC, or such other governmental authority.


Section 3. Rights and Obligations of Licensee .


(a) Oversight of Lessee's Operations on the Leased Spectrum . Throughout the Term, Licensee shall have the right to take such actions as are reasonably necessary to ensure that Lessee's operation of the System complies with the Communications Laws, this Lease, and the terms and conditions of the Licenses (including conformance with applicable license eligibility, basic qualifications, character qualifications and technical requirements, and use and foreign ownership restrictions). Lessee hereby acknowledges Licensee's right to take such actions as are reasonably necessary to meet this obligation, and that Licensee may:

(i) periodically (and at Licensee's sole cost) monitor and oversee Lessee's use of the Spectrum Usage Rights to ensure Lessee operates the System in conformance with technical and use rules applicable to the Licenses;

(ii) take actions that are reasonably necessary to ensure that Lessee's operation of the System complies with the Communications Laws and regulations intended to prevent harmful interference to any other licensed spectrum user;

(iii) require that Lessee implement, at Lessee's cost, any modification or coordination that is reasonably necessary to avoid or otherwise resolve harmful interference or any interference-related matters arising from operation of the System, including any conflicts between Lessee and any other licensed spectrum user, which actions may include but are not limited to suspending or terminating the operations of the System until any interference-related matter can be remedied;

(iv) make determinations as to whether particular circumstances give rise to the requirement of filing an application or notification in accordance with Section 6 of this Lease, and if so, with Lessee's cooperation, make such filing or notification;

(v) take whatever actions are reasonably necessary to ensure that all facilities comprising the System comply with all applicable RF safety rules for human exposure promulgated by the FCC or any other governmental authority; and

(vi) communicate with the FCC on matters related to the Licenses.


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(b) Maintenance of Licenses . Licensee shall take such commercially reasonable actions as are necessary and required under the Communication Laws to maintain the Licenses in full force and effect throughout the Term. Licensee will undertake to timely file any application required for the renewal of the License prior to the expiration of the term of the License. Licensee shall maintain the validity and good standing of the License, and shall defend the License from all claims and challenges. Licensee shall notify Lessee promptly upon learning of any claim or challenge to the License. Licensee shall comply with all applicable requirements arising under the Communications Laws, including but not limited to all of the requirements imposed on lessors under spectrum manager leasing arrangements by 47 C.F.R. a7 1.9020. For the avoidance of doubt, Licensee shall be obligated to satisfy, at its sole cost and expense, the FCC's E-911 requirements set forth in 47 C.F.R. a7 20.18 throughout the Term.


(c) FCC Interactions . Throughout the Term, Licensee shall be the party primarily responsible for dealing with the FCC on all matters directly relating to the Licenses and the Spectrum Usage Rights granted under this Lease, provided, however, that nothing contained herein shall restrict Lessee from interfacing with the FCC (i) on policy matters solely relating to Lessee's use of the Leased Spectrum or on matters imposed under the Communications Laws on Lessee as a result of its provision of common carrier services to its customers on the System, or (ii) on inquiries specifically directed to Lessee (as opposed to Licensee) by the FCC. Licensee shall give Lessee reasonable prior notice of any meetings between FCC representatives and Licensee representatives which involve or relate to Lessee's use of the Leased Spectrum. Upon reasonable advance request, Lessee shall have the right to, and at the request of Licensee, Lessee shall, attend any such meetings with the FCC which involve or relate to Lessee's use of the Leased Spectrum. Licensee shall permit Lessee to participate in any such meetings with the FCC to the extent permitted by the FCC and the Communications Laws.


(d) Notification of Violations or Material Changes; Cooperation . Licensee shall promptly notify Lessee of the occurrence of any event or the initiation of any litigation, investigation, proceeding or inquiry by the FCC or any governmental authority which could reasonably be expected to have a material impact or result in a material change in the ownership or operation of the License or Lessee's Spectrum Usage Rights under this Lease. In the event that the FCC or any other governmental authority initiates an investigation or inquiry concerning Licensee or Lessee in connection with this Lease or any of the performances rendered hereunder, Licensee agrees to cooperate with Lessee, the FCC or other governmental authority.


Section 4. Control of Licenses and Leased Spectrum .


Notwithstanding any other provision of this Lease, during the Term hereof, Licensee shall remain in de jure and de facto control of the Licenses and of the Leased Spectrum under the Communications Laws. This Lease (i) does not and shall not vest in Lessee, or constitute, create or have the effect of constituting or creating, de facto or de jure control, direct or indirect, over Licensee or the Licenses, which ownership or control remains exclusively and at all times in Licensee and (ii) does not and shall not constitute the transfer, assignment or disposition in any manner, voluntary or involuntary, directly or indirectly, of the Licenses or the transfer of control of Licensee within the meaning of Section 310(d) of the Communications Laws for spectrum leasing purposes. During the Term, Lessee shall not take any action inconsistent with or contrary to Licensee's de jure and de facto control, as those terms are construed by the FCC, over the Licenses and the Leased Spectrum, respectively. During the Term, Lessee shall not hold itself out to the public as the holder of the Licenses.


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Section 5. Coordination; Oversight/Right of Access; Lease Extension .

(a) Coordination . To enable Licensee to assure that Lessee's activities on the Leased Spectrum and the operation of the System comply with the Communications Laws, Lessee and Licensee shall meet periodically at Licensee's request to discuss matters reasonably relating to Lessee's construction and operation of the System to the extent such knowledge of such matters is required by Licensee to ensure compliance with the Communications Laws. Upon Licensee's request, and subject to Licensee's prior execution of such confidentiality agreements as Lessee may reasonably request, Lessee shall provide Licensee with reasonable access to Lessee's books and records with respect to its operation of the System, showing (i) all technical and operational information related to the use of the Leased Spectrum by the System and (ii) any and all other records necessary, convenient or incidental to construction, maintenance or operation of the System, provided, however, that Lessee shall not be required to provide trade secrets or other competitive, proprietary or non-public information if such information is not reasonably necessary for Licensee to meet its oversight responsibilities under the Communications Laws.


(b) Oversight/Right of Access . Licensee shall have a right, upon at least twenty-four (24) hours advance notice, to inspect during normal business hours any facility comprising the System that utilizes the Leased Spectrum and to take any action it deems reasonably necessary to fulfill its obligations under this Lease or the Communications Laws. Lessee shall have the right to require that an escort selected by Lessee accompany Licensee to any on-site visit to Lessee's facilities. Notwithstanding the foregoing, Licensee may access any System facility upon such shorter advance notice as is possible under the circumstances in the event the System's operation causes objectionable interference to another spectrum user, and, at the FCC's request, the FCC shall have access to any System facility at any time and from time to time in accordance with the FCC's access policies.


(c) Lease Extension . In the event that this Lease has not earlier terminated in accordance with the provisions of Section 7 below prior to the 270 th day of the Term, Licensee and Lessee agree to extend this Lease by jointly executing a lease amendment which is substantially in the form attached hereto as Exhibit 1. Such amendment shall be executed by the Parties in sufficient time to allow the Parties to prepare and file the spectrum manager lease notifications required by 47 C.F.R. a7 1.9020(e)(1)(ii) at least 21 days before this Lease is due to expire.

Section 6. Notifications; Applications .

(a) Lease Arrangement Notification . Licensee shall prepare and file with the FCC all forms and related exhibits, certifications and other documents necessary to satisfy the FCC's requirements for "spectrum manager" lease notifications, as set forth in 47 C.F.R. a7 1.9020(e) (" FCC Lease Arrangement Notification") in accordance with the provisions of the Exchange Agreement. Each Party covenants and agrees that it shall fully cooperate with the other, and do all things reasonably necessary to timely submit the FCC Lease Arrangement Notification to the FCC and shall promptly file or provide the other Party with all other information which is requ ...