Sales Agency Agreement

SPRINT COMMUNICATIONS COMPANY L.P. AND


AIRGATE PCS, INC.


This Sales Agency Agreement (as amended from time to time, "Agreement") made as of May 1, 2001 ("Effective Date"), is between Sprint Communications Company L.P., a Delaware limited partnership ("Sprint") and AirGate PCS, Inc., ("Sales Agent").


RECITALS


A. Sales Agent desires to act as Sprint's agent for the marketing and sale of
Sprint's residential wireline voice long distance telecommunications
services ("Sprint Services") to Customers through Sales Agent's retail
stores in the United States.


B. Sprint desires to appoint Sales Agent as its limited agent to promote,
distribute and sell Sprint Services as described in this Agreement and any
Exhibits, Attachments or Addenda hereto.


TERMS


In consideration of the covenants, terms and conditions of this Agreement the parties agree as follows:


1. Defined Terms


1.1. "A-Status Sale" or "A-Status" means a sale of Sprint Services to a Customer
who passes all Sprint's screening processes and whose Sprint Service is
activated by Sprint.


1.2. "Customer" means a person who purchases Sprint Services as a result of a
sale by Sales Agent under this Agreement.


1.3. "Commission" means the commission payable to Sales Agent by Sprint pursuant
to this Agreement.


1.4. "Market" means a market defined by Sprint for its internal marketing
purposes, which market generally corresponds to a metropolitan area rather
than to an individual city or other governing unit.


1.5. "Net Collectible Monthly Revenue" means the total amount billed to the
customer for monthly recurring charges and monthly usage charges for Sprint
Services. Net Collectible Monthly Revenue excludes taxes and surcharges,
special access charges, directory assistance charges, charges for non-voice
telecommunications services, charges which are subsequently credited,
volume and other promotional discounts, fraudulently charged amounts, bad
debt and uncollectibles, write-offs, and amounts Sprint is required by
governmental or quasi-governmental authorities to collect on behalf of or
pay to others in support of statutory or regulatory programs. Examples of
such programs include, but are not limited to, the Universal Service Fund,
the Primary Interexchange Carrier Charge, and compensation to payphone
service providers for use of their payphones to access Sprint's service.


1.6. "Rate Schedules" means Sprint's schedules of rates, terms and conditions
for Sprint Services.


1.7. "Retail Sales Force" means Sales Agent's employees that are engaged in
direct sales activities at Sales Agent's retail stores.


1.8. "Sprint Marks" are the trade names, logo, service marks, brands and other
trademarks of Sprint.


1.9. "Sprint Services" means Sprint's residential wireline voice long distance
telecommunications services. "Sprint Services" does not include other
services offered by Sprint, such as data services.


1.10."Tariff' means those tariffs filed by either Party with state regulatory
commissions for intrastate Service.


1.11."Terms and Conditions of Service" means the terms and conditions that
govern either Party's interstate Service.


2. Appointment


2.1. Agency. Subject to this Agreement, Sprint appoints Sales Agent as its agent
for the limited purposes of selling Sprint Services to Customers through
Sales Agent's Retail Sales Force in the United States. Sales Agent accepts
the appointment.


2.2. Restriction on Sales Agent Authority. Sales Agent is a limited agent of
Sprint only for the purposes expressly set out in this Agreement. Sales
Agent is not authorized to sign any offer, proposal or agreement on behalf
of Sprint. Sales Agent is authorized to use only its Retail Sales Force for
the sale of Sprint Services. Sales made by Sales Agent of Sprint Services
may be made only via a one-on-one consultative basis with the Customer.
Sales Agent is must use commercially reasonable efforts to perform its
sales obligations under this Agreement. Sales Agent may not set up a
multi-level marketing, pyramid promotional scheme or any similar structure
to sell Sprint Services.


2.3. Compliance. Sales Agent must comply with all procedures, policies and
operating guidelines on the marketing and sale of Sprint Services that are
established by Sprint, including procedures required by law or contract or
policies adopted by Sprint (e.g., advising Customers of the terms and
conditions of the Sprint Services or pre-approval of marketing packets).
Sprint will notify Sales Agent in writing a commercially reasonable time,
but not less than 30 days, in advance of the effective date of any new or
revised procedures and/or operating guidelines, unless a shorter time
period is required by law or specified in this Agreement.


2.4. No Contractual Relationship with Retail Sales Force.


2.4.1. General. Notwithstanding Sales Agent's right to use its Retail Sales
Force to sell Sprint Services, Sprint will deal only with Sales Agent and
will not deal directly with or have any obligations to any member of Sales
Agent's Retail Sales Force. Without limiting the generality of the
foregoing, Sales Agent:


(1) must place all orders for Sprint Services;


(2) coordinate all advertisements and promotional activity under Sections
4.5 and 4.6; and


(3) is liable for payment of all amounts due Sprint under this Agreement.


2.4.2. Independent Contractor. Sales Agent is an independent contractor with no
authority to act for or on behalf of Sprint, except as expressly granted
herein. Sales Agent may not use agents or third party vendors or
representatives to solicit Customers for Sprint without Sprint's prior
consent. Sales Agent has no authority to bind Sprint in any manner
whatsoever except as authorized by Sprint. Sprint has no obligation to
employees or agents utilized by Sales Agent to attract Customers to Sprint.
Such individuals are at all times employees or agents of Sales Agent. Sales
Agent is solely responsible for all expenses and obligations incurred by it
as a result of its efforts to solicit Customers for Sprint, unless
otherwise agreed to in advance by the Parties. Sales Agent agrees to comply
with laws, regulations and orders relating to equal employment opportunity,
workers' compensation, unemployment compensation and FICA.


2.4.3. Methods of Operations. Sales Agent, its subcontractors, employees and
agents, are independent contractors for all purposes and at all times.
Sales Agent is responsible for control over the methods and details of
performing the services described in this Agreement, subject to Sprint's
inspection. Sales Agent is also solely responsible for providing all tools,
material, training, hiring, supervision, hours of work, employment policies
and procedures, work rules, compensation, discipline, and termination of
employment for Sales Agent's employees.


2.4.4. Wages and Payroll Taxes. Sales Agent is solely responsible for payment of
wages, salaries, fringe benefits and other compensation of, or claimed by,
its employees including, without limitation, contributions to any employee
benefit, medical or savings plan and is responsible for all payroll taxes
including, without limitation, the withholding and payment of all federal,
state and local income taxes, FICA, unemployment taxes and all other
payroll taxes.


2.4.5. Sprint's Right to Reject. Sprint has the right, in its sole discretion,
to reject any individual as a member of Sales Agent's Retail Sales Force.
If Sprint rejects an individual as a member of the Sales Agent's Retail
Sales Force, Sales Agent must insure that that individual does not sell
Sprint Services. Sprint has the further right to notify Sales Agent in
writing and require that Sales Agent insure that that individual is no
longer selling Sprint Services from and after the date of notice. Sprint
does not have to pay Commissions to Sales Agent for sales of Sprint
Services made by any (i) individual whom Sprint has rejected as a member of
the Retail Sales Force, or (ii) individual whom Sprint has notified Sales
agent can no longer sell Sprint Services.


2.4.6. Sales Agent Representations, Warranties and Covenants with Respect to
Retail Sales Force. Sales Agent represents, warrants and covenants to
Sprint as follows:


(1) Sales Agent is responsible for the acts or omissions of each member of
the Retail Sales Force;


(2) no one other than the members of the Retail Sales Force may sell
Sprint Services;


(3) each member of the Retail Sales Force will comply with the applicable
provisions of this Agreement, including the confidentiality provisions
(Section 7) and the sales and marketing provisions (Section 4); and


(4) each member of the Retail Sales Force has a confidentiality obligation
to Sales Agent at least as restrictive as Sales Agent's
confidentiality obligations to Sprint under this Agreement.


2.5. No Sale to Resellers. Sales Agent will require that the Retail Sales Force
sell Sprint Services to Customers only. Sales Agent acknowledges that one
of Sprint' primary reasons for selecting Sales Agent as a sales agent for
the Sprint Services is to assure a broad distribution of Sprint Services to
Customers. Sales Agent agrees that it will not knowingly, directly or
indirectly, sell, or permit the Retail Sales Force to sell, Sprint Services
to a reseller of telecommunications services or to anyone that is
purchasing the Sprint Services for the purpose of reselling them. Sales
Agent will take and require its Retail Sales Force to take reasonable
efforts to determine if a volume purchaser is a reseller of
telecommunications services.


3. Term


The term of this Agreement is 1 year from the Effective Date, unless sooner
terminated as permitted in this Agreement. This Agreement automatically
renews for consecutive 1 year periods on each anniversary date of the
Effective Date, unless either party gives the other party written notice of
non-renewal at least 30 days before the anniversary date.


4. Sale of Sprint Services


4.1. Commissions. Except as otherwise provided in Exhibit A attached to this
Agreement, Sprint will pay Sales Agent a Commission as described in Exhibit
A (Commissions) on or before the last day of the month following the month
in which a sale of Sprint Services by Sales Agent becomes A-Status. Any
Commission paid is subject to charge back as provided in Exhibit A. Sprint
will pay Sales Agent Commissions only for sales of Sprint Services made
while this Agreement is in effect. Sales Agent must not rebate, split or
otherwise share any Commissions Sales Agent is paid with respect to the
sale of Sprint Services with any Customer obtaining a Sprint Service
without Sprint's prior written consent.


4.2. Sales Activity.


4.2.1. Authorization to Sell Sprint Services. Sprint authorizes Sales Agent to
sell Sprint Services in the retail stores described in Exhibit B and any
other mutually agreed-upon Sales Agent retail stores. Sales Agent may not
modify, amend, waive, cancel or otherwise change any Sprint Services
offering. Sprint reserves the right, in its sole discretion, to: (a) add or
delete individual service offerings or Sprint Services from those that the
Sales Agent is authorized to sell; or (b) change the Rate Schedules, Terms
and Conditions of Service or Tariffs for any Sprint Services or individual
service offerings that Sales Agent is authorized to sell. Any changes to
the Sprint Services that Sales Agent may sell are effective as soon as
Sprint gives notice of the change to Sales Agent, except that non- material
changes to Sprint's Rate Schedules, Terms and Conditions of Service or
Tariffs are effective immediately when made. Sprint is not obligated to
make all of its service offerings available for sale by Sales Agent;
rather, Sprint can make as limited a set of service offerings as Sprint may
choose, in its sole discretion, available to Sales Agent.


4.2.2. Marketing and Sale of Sprint Services.


(1) Sales Agent must provide a one-on-one, consultative sales experience
for the Customer to ensure the Customer's understanding of the nature
of the Sprint Service purchased and the terms of the Sprint Service
selected by the Customer.


(2) Sales Agent must complete and deliver to Sprint all orders for Sprint
Services obtained by the Sales Agent. Sprint will conduct its standard
credit check on the proposed Customer.


(a) If the Customer qualifies for the Sprint Service for which the
credit check was run, is otherwise a Customer to whom Sprint is
willing to provide the Sprint Service, and the order is complete,
legible and accurate, Sprint will provide Sprint Service to the
Customer.


(b) If the Customer does not qualify for the Sprint Service for which
the credit check was run, Sales Agent or Sprint will notify the
Customer directly and Sales Agent or Sprint may offer the
Customer an alternative Sprint Service for which the Customer
qualifies. If Sprint provides the Customer an alternative Sprint
Service, Sales Agent will earn Commission for that Sprint Service
when the sale of that Sprint Service becomes A-Status if the
requirements of Section 4.1 and Exhibit A are met.


4.2.3. Order Acceptance and Cancellation. Orders for Sprint Services submitted
by Sales Agent are not binding until accepted by Sprint. Sprint may, in its
sole discretion, reject any order solicited or taken by Sales Agent if the
order fails to pass any of Sprint's screening processes.


4.2.4. Customers. All Customers purchasing Sprint Services through the efforts
of Sales Agent are Customers of Sprint. Sales Agent must comply with all
Sprint procedures regarding activation, care and dealing with Sprint's
Customers. Sales Agent will not impose any activation or other fees,
standards, sales conditions, or contracts not written by Sprint on any
Customer. Sales Agent is not authorized to bill or collect any moneys from
Customers on behalf of Sprint.


4.3. Training. Sprint will provide all training (trainers and training
materials, initial and continuing) for the Retail Sales Force trainers
regarding the features and functionality of Sprint Services. Sales Agent
must provide the place for this training and make the trainers of the
Retail Sales Force available. Sales Agent and Sprint will use commercially
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