CINCINNATI BELL INC
EXHIBIT 10.1
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<DESCRIPTION>EXHIBIT 10.1
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<P align="right" style="font-size: 10pt">Exhibit 10.1


<P align="center" style="font-size: 10pt">AGREEMENT AND AMENDMENT NO. 2<BR>
TO OPERATING AGREEMENT OF CINCINNATI BELL WIRELESS LLC



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This AGREEMENT AND AMENDMENT NO. 2 (this &#147;Amendment&#148;), dated as of August
4, 2004 (the &#147;Effective Date&#148;), to the Operating Agreement of CINCINNATI BELL
WIRELESS, LLC (the &#147;Company&#148;), dated as of December&nbsp;31, 1998, as amended as of
October&nbsp;16, 2003 (the &#147;Agreement&#148;), is by and among AT&#038;T WIRELESS PCS, LLC, a
Delaware limited liability company (&#147;AT&#038;T PCS&#148;), AT&#038;T WIRELESS SERVICES, INC.,
a Delaware corporation (&#147;AT&#038;T&#148;), CINCINNATI BELL WIRELESS HOLDINGS LLC, a
Delaware limited liability company (&#147;CBW&#148;), CINCINNATI BELL, INC., an Ohio
corporation (&#147;CBI&#148;), the Company, and CINGULAR WIRELESS LLC, a Delaware limited
liability company (&#147;Cingular&#148;). Capitalized terms used but not defined in this
Amendment have the meanings given to them in the Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, AT&#038;T PCS is a wholly-owned subsidiary of AT&#038;T;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Cingular Wireless Corporation, a Delaware company (&#147;Cingular
Corporation&#148;), and Cingular have entered into that certain Agreement and Plan
of Merger, dated as of February&nbsp;17, 2004, by and among AT&#038;T, Cingular
Corporation, Cingular and Links I Corporation and, for certain limited
purposes, SBC Communications, Inc. and BellSouth Corporation, as it may be
amended from time to time (the &#147;Merger Agreement&#148;), whereby Cingular
Corporation will acquire AT&#038;T and AT&#038;T PCS (the &#147;Merger&#148;);


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, on the Effective Date, Cingular and the Company have entered into
the following agreements: (i)&nbsp;the Roaming Agreement for GSM (the &#147;GSM Roaming
Agreement&#148;), and (ii)&nbsp;the Intercarrier Roamer Service Agreement (the &#147;TDMA
Roaming Agreement&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, in connection with the Merger, the parties wish to make various
amendments to the Agreement, certain of which are to be effective at such time
(the &#147;Consummation&#148;) that is immediately after and subject to the closing of
the Merger, and to agree upon certain other matters.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, in consideration of the recitals and of the mutual
promises, covenants and other agreements contained herein and for other good
and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereby agree as follows:

<P align="left" style="font-size: 10pt">A. <B>Amendments to the Agreement.</B>


<P align="left" style="font-size: 10pt">1. Effective upon the Consummation, Section&nbsp;1.4(c) is deleted in its
entirety.


<P align="left" style="font-size: 10pt">2. Effective upon the Consummation, the definitions in Section&nbsp;1.7 of the
Agreement are amended as follows:




<P align="left" style="margin-left:3%; font-size: 10pt">2.1 The definition of &#147;Conflict Transaction&#148; in Section&nbsp;1.7 of the
Agreement is replaced with the following:


<P align="center" style="font-size: 10pt">1
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<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Conflict Transaction&#148; means any of the following: (a)&nbsp;any
transaction or agreement between the Company, on the one hand, and any
Member Group or its Affiliates on the other hand, (b)&nbsp;any other matter
involving the Company with respect to which a Member Group or its
Affiliates may have interests that differ in a material respect from the
interests of the Company (because of other activities of such Member
Group or Affiliates, or otherwise), including, without limitation, (x)
transfer pricing, (y)&nbsp;cost and profit sharing, and (z)&nbsp;the allocation of
revenues and costs to the Company&#146;s products and services when offered in
combination with other products or services provided by any Member Group
or its Affiliates or the setting of the price, terms and conditions of
the sale of the Company&#146;s products and services when such sale depends on
the customer&#146;s separate purchase or separate use of products or services
provided by any Member Group or its Affiliates, and (c)&nbsp;any other matter
in which the Company is treated in a manner materially less favorable
than any other business unit controlled directly or indirectly by CBI or
an affiliate of CBI.



<P align="left" style="margin-left:3%; font-size: 10pt">2.2 The definition of &#147;GSM Roaming Agreement&#148; in Section&nbsp;1.7 of the
Agreement is replaced with the following: &#147;GSM Roaming Agreement&#148; means
the GSM Roaming Agreement dated as of August&nbsp;4, 2004 by and between
Cingular and the Company.



<P align="left" style="margin-left:3%; font-size: 10pt">2.3 The definition of &#147;Related Agreements&#148; in Section&nbsp;1.7 of the
Agreement is replaced with the following:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Related Agreements&#148; means (i)&nbsp;this Agreement, as amended, (ii)&nbsp;the
Schedule&nbsp;3.6 Allocation Method Agreement dated as of September&nbsp;24, 2002,
(iii)&nbsp;the Assignment and Assumption Agreement (AWE)&nbsp;between AT&#038;T Wireless
PCS, Inc and Cincinnati Bell Wireless LLC dated as of December&nbsp;31, 1998,
(iv)&nbsp;the Construction Services, Management and Switching Agreement
(Dayton A-Block) between Cincinnati Bell Wireless LLC and AT&#038;T Wireless
PCS, LLC dated as of October&nbsp;16, 2003, (v)&nbsp;the Short-Term De Facto
Transfer Spectrum Lease Agreement (Cincinnati A-Block) between AT&#038;T
Wireless PCS LLC and Cincinnati Bell Wireless LLC dated as of March&nbsp;31,
2004, (vi)&nbsp;the Long-Term De Facto Transfer Spectrum Lease Agreement to be
executed upon the Consummation of the Merger, between AT&#038;T PCS and the
Company (upon effectiveness of such agreements, (vii)&nbsp;the Intercarrier
Roamer Service Agreement between Cingular Wireless LLC and Cincinnati
Bell Wireless LLC dated as of August&nbsp;4, 2004, (viii)&nbsp;Roaming Agreement
for GSM and/or 3GSM between Cingular Wireless LLC and Cincinnati Bell
Wireless LLC dated as of August&nbsp;4, 2004, (ix)&nbsp;Letter Agreement (GE
Aircraft Engineer) dated as of March&nbsp;13, 2004, (x)&nbsp;Roaming Administration
Services Agreement between AT&#038;T and the Company, dated December&nbsp;31, 1998
(terminating December&nbsp;31, 2004), and (xi)&nbsp;National Account Carrier
Agreement between AT&#038;T Wireless Services National Accounts, Inc. and the
Company, dated as of October&nbsp;16, 1998.



<P align="left" style="margin-left:3%; font-size: 10pt">2.4 The definition of &#147;Significant Event&#148; in Section&nbsp;1.7 of the Agreement
is replaced with the following:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Significant Event&#148; means any of the following:


<P align="center" style="font-size: 10pt">2
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<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) any Super Majority Event;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) approval of additional calls for capital contributions; or



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) incurrence by the Company of indebtedness for borrowed money
from any member of the CBW Member Group or the loaning of money from the
Company to any member of the CBW Member Group, other than the Revolving
Credit Note dated July&nbsp;1, 1999 by and between Cincinnati Bell Wireless
LLC and Cincinnati Bell Wireless Company, which survives according to its
terms; provided however, that any amendment to such Revolving Credit Note
will be a Significant Event.



<P align="left" style="margin-left:3%; font-size: 10pt">2.5 The definition of &#147;Super Majority Event&#148; in Section&nbsp;1.7 of the
Agreement is replaced with the following:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Super Majority Event&#148; means any of the following:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) sale, lease, conveyance, license, exchange, transfer or other
disposition of all or substantially all of the Company&#146;s assets or of any
asset that can be reasonably expected to have a material adverse impact
on the Business or the ability of the Company to provide Company
Communications Services;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) a merger or consolidation of the Company with another Person or
direct or indirect purchase or acquisition of another Person;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) substantial elimination of retail distribution by the Company
of its services;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) issuance by the Company of any Interests to any Person, other
than Members who are Wholly Owned Subsidiaries of AT&#038;T or CBI;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) any decision that the Company&#146;s financial statements for any fiscal
year shall not be audited; or



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;a binding agreement to do any of the foregoing.



<P align="left" style="margin-left:3%; font-size: 10pt">2.6 The following definitions are added:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Call&#148; shall have the meaning set forth in Section&nbsp;7.4(d)(i) of this Agreement.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Call Notice&#148; shall have the meaning set forth in Section&nbsp;7.4(d)(iii)
of this Agreement.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Call Value&#148; shall have the meaning set forth in Section&nbsp;7.4(d)(i) of
this Agreement.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Consummation&#148; shall have the meaning set forth in the Recitals of
this Amendment.


<P align="center" style="font-size: 10pt">3
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<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;HSR Act&#148; means Section&nbsp;7A of the Clayton Act, as added by Title II
of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations promulgated thereunder.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Governmental Approvals&#148; shall have the meaning set forth in Section
7.4(e) of this Agreement.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Merger&#148; shall have the meaning set forth in the Recitals of this
Amendment.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Merger Agreement&#148; shall have the meaning set forth in the Recitals
of this Amendment.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Put&#148; shall have the meaning set forth in Section&nbsp;7.4(c) of this
Agreement.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Put Value&#148; shall have the meaning set forth in Section&nbsp;7.4(c) of
this Agreement.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Sale Document&#148; shall have the meaning set forth in Section&nbsp;B.6 of
this Amendment.

<P align="left" style="font-size: 10pt">3. Effective upon the Consummation, Section&nbsp;2.2(b)(i) is deleted in its
entirety and replaced with the following:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) (i)&nbsp;After the initial capital contributions described in
paragraph (a)&nbsp;above and until the second anniversary of the date hereof,
the capital requirements of the Company shall be funded by borrowing by
the Company, provided that if the Company is not able to borrow at rates
not more than 2% per annum higher than the higher of the rates available
to AT&#038;T or CBI, the Member Committee shall have the right to call for
additional capital contributions unless AT&#038;T agrees to participate (in
proportion to its Interest) with CBI in such guarantees or other security
arrangements as may be required to enable the Company to borrow at such
rates. Thereafter, subject to obtaining AT&#038;T PCS Member Group approval
under Section&nbsp;6.3(b), the Member Committee shall have the right to call
for additional borrowing or capital contributions (which call shall be a
condition to any Member&#146;s obligation to make any such additional capital
contribution). Such calls for capital contributions shall insofar as
practicable be in accordance with the Company&#146;s annual budget for the
applicable year, and shall be made no less than 60&nbsp;days prior to the due
date for any contributions. Each Member Group shall have the right, but
not the obligation, to make its pro rata portion of any such capital
contribution by delivering written notice of its irrevocable
determination to do so to the Company within 30&nbsp;days of the written
decision of the Member Committee to call for such capital contribution
or, if later, within 10&nbsp;days of the Fair Market Value determination. If
any Member Group does not deliver such notice to the Company or make such
contribution, the other Member Group shall have the right to fund all or
part of the amount called for by the Member Committee as it determines in
its sole discretion. Such contributions, when made by a Member, shall be
credited to such Member&#146;s Capital Account as of the date paid.


<P align="center" style="font-size: 10pt">4
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<P align="left" style="font-size: 10pt">4. Effective upon the Consummation, Sections&nbsp;5.3(a) and (b)&nbsp;are
deleted in their entirety and replaced with the following:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Books of Account and Records. Proper and complete records and
books of accounts of the Company business for tax and financial purposes,
including all such transactions and other financial or tax matters as are
usually entered into records and books of account maintained by Persons
engaged in businesses of like character or as are required by law, shall
be kept by the Company at the Company&#146;s principal office and place of
business. The Member Committee may delegate to a third party or any
Member the duty to maintain and oversee the preparation and maintenance
of such records and books of account. Books and records maintained for
financial purposes shall be maintained in accordance with GAAP, and books
and records maintained for tax purposes shall be maintained in accordance
with the Code and applicable Treasury Regulations.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Inspection. The records and documents described in Section
5.3(a) (the &#147;Tax and Financial Books and Records&#148;) shall be open to
inspection and copying by any of the Members or their Representatives at
any reasonable time during business hours; provided, however, that the
AT&#038;T PCS Member Group shall use the information contained in the Tax and
Financial Books and Records solely for accounting and tax purposes. The
AT&#038;T PCS Member Group shall not have inspection and copying rights with
respect to any books and records of the Company other than the Tax and
Financial Books and Records. Notwithstanding anything in the Act
(including Section&nbsp;1705.22 of the Act) or this Agreement to the contrary,
the CBW Member Group and their Representatives shall have the right to
keep confidential from the AT&#038;T PCS Member Group or any other Member or
Representative, in their capacities as such, any information of the
Company other than such information contained in the Tax and Financial
Books and Records.

<P align="left" style="font-size: 10pt">5. Effective upon the Consummation, Section&nbsp;5.4 is deleted in its entirety and
replaced with the following:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.4 Financial Statements. Within 120&nbsp;days after the end of each
fiscal year, and 60&nbsp;days after the end of each calendar quarter, the
Member Committee shall cause to be furnished to each Member financial
statements with respect to such fiscal year or quarter of the Company,
consisting of (i)&nbsp;a balance sheet showing the Company&#146;s financial
position as of the end of such fiscal year or quarter, (ii)&nbsp;supporting
profit and loss statements, (iii)&nbsp;a statement of cash flows for such year
or quarter and (iv)&nbsp;Member&#146;s Capital Accounts, provided that prior to
such dates the Company shall provide to each Member on a timely basis
such financial information as may be required to permit each Member Group
to prepare its annual and quarterly financial reports. The annual
financial statements of the Company shall, unless the Members determine
otherwise, be audited (which audit shall be conducted in accordance with
GAAP) and certified by an independent firm of certified public
accountants selected by the CBW Member Group (which firm may be the firm
regularly engaged by any one or more of the Members).


<P align="center" style="font-size: 10pt">5
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<P align="left" style="font-size: 10pt">6. Effective upon the Consummation, Sections&nbsp;5.5(c) and (d)&nbsp;are deleted in
their entirety and replaced with the following:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Company Tax Returns. The Tax Matters Partner will prepare or
cause to be prepared the domestic and foreign tax returns and information
returns for the Company at no charge to the Company, except for all
reasonable out-of-pocket expenses (including accounting fees, if any).
Any and all other tax returns shall be prepared in a manner directed by
the Tax Matters Partner consistent with the terms of this Agreement.
Each Member shall provide such information, if any, as may be reasonably
requested by the Company for purposes of preparing such tax and
information returns including, without limitation, the adjusted tax basis
for Federal income tax purposes of the assets contributed by AT&#038;T PCS
pursuant to Section&nbsp;2.2(a). The Company shall use its best efforts to
(i)&nbsp;cause copies of all tax returns to be submitted to each Member of the
CBW Member Group 30&nbsp;days before the date due, including extensions and
(ii)&nbsp;deliver to each Member of the CBW Member Group within 90&nbsp;days after
the end of each taxable year any additional information in the possession
of the Company that the Members of the CBW Member Group may require for
the preparation of their own income tax returns.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Tax Audits. CBW shall be the &#147;tax matters partner,&#148; as that
term is defined in Code section 6231(a)(7) (the &#147;Tax Matters Partner&#148;)
with all of the rights, duties and powers provided for in sections 6221
through 6232, inclusive, of the Code, provided that the Tax Matters
Partner shall not pay or agree to pay any audit assessment, or any amount
in settlement or compromise of any litigation, in respect of income tax
liability of the Members attributable to the Interests in the Company, in
excess of $500,000 in any one instance or series of related instances,
unless approved by the Member Committee. The Tax Matters Partner, as an
authorized representative of the Company, shall direct the defense of any
tax claims made by the Internal Revenue Service or any other taxing
jurisdiction to the extent that such claims relate to adjustment of
Company items at the Company level and, in connection therewith, shall
retain and cause the Company to pay the fees and expenses of counsel and
other advisors chosen by the Tax Matters Partner. The Tax Matters
Partner shall also be responsible for filing a timely election of form
8832 and for timely filing for all other elections made by the Company.
All reasonable expenses of the Tax Matters Partner and its Affiliates
(including reasonable internal time charges and reasonable disbursements)
and other reasonable fees and expenses in connection with such defense
shall be borne by the Company. Except as provided in Article&nbsp;9, neither
the Tax Matters Partner nor the Company shall be liable for any
additional tax, interest or penalties payable by a Member or any costs of
separate counsel chosen by such Member to represent the Member with
respect to any aspect of such challenge.

<P align="left" style="font-size: 10pt">7. Effective upon the Consummation, Sections&nbsp;6.1(a), (b), (c)&nbsp;and (e)&nbsp;are
deleted in their entirety and replaced with the following:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Number of Representatives. The Member Committee shall consist
of three (3)&nbsp;individuals (each, a &#147;Representative&#148;), the CBW Member Group
having the right to appoint all three Representatives, each of whom may
be employees of CBW or its


<P align="center" style="font-size: 10pt">6
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<P align="left" style="margin-left:3%; font-size: 10pt">Affiliates. The Representatives shall not be &#147;managers&#148; of the
Company as such term is used in the Act.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Representatives. The Representatives of the Member Committee
are:


<P align="left" style="font-size: 10pt">CBW Member Group:


<P align="left" style="font-size: 10pt">Mike Vanderwoude<BR>
Dennis Hinkel<BR>
Jim Reynolds



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Vacancies. Each Representative shall hold office until death,
resignation or removal at the pleasure of the CBW Member Group. If a
vacancy occurs on the Member Committee, the Managing Member of the CBW
Member Group shall appoint such Representative&#146;s successor.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Selection of Company Employees. The Member Committee may also
employ and retain such Persons as may be necessary or appropriate for the
conduct of the Company&#146;s business (subject to the supervision and control
of the Member Committee), including employees and agents who may be
designated as officers with titles including but not limited to &#147;chief
executive officer,&#148; &#147;president,&#148; &#147;vice president,&#148; &#147;treasurer,&#148;
&#147;secretary,&#148; &#147;general manager,&#148; &#147;director&#148; and &#147;chief financial officer,&#148;
as and to the extent authorized by the Member Committee.

<P align="left" style="font-size: 10pt">8. Effective upon the Consummation, Sections&nbsp;6.2(a), (b), (d), (e)&nbsp;and (f)&nbsp;are
deleted in their entirety and replaced with the following:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Regular Meetings. The Member Committee shall meet no less
frequently than four times each calendar year in Cincinnati, Ohio, or
such other place within or outside of Ohio agreed to by the Member
Committee.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Special Meetings. A special meeting of the Member Committee or
the Members shall be held at the request of any Member of the CBW Member
Group. The location of such meeting shall be in Cincinnati, Ohio, or
such other place within or outside of Ohio agreed the CBW Member Group.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Notices. Notices of regular meetings and special meetings of
the Member Committee or the Members may be given by any Representative or
any Member of the CBW Member Group, and shall state the date, hour and
purpose of the meeting. All such notices shall be accompanied by an
agenda for the meetings, as well as (to the extent practicable) the texts
of all resolutions proposed to be adopted at such meetings. No item may
be discussed if not on the agenda unless a quorum is present and the
Representatives present waive notice of the additional item(s). Notice
of a regular or special meeting shall be given by facsimile, confirmed by
certified mail, return receipt requested not less than 14&nbsp;days (in the
case of a regular meeting) or 72 hours (in the case of a special meeting)
before the date of the meeting to each Representative at the facsimile
number


<P align="center" style="font-size: 10pt">7
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<P align="left" style="margin-left:3%; font-size: 10pt">and address provided by the Representative to the Company from time
to time. Any Representative may waive, as to such Representative only,
in writing, the requirements for notice before, at or after a meeting.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Quorum. At each meeting of the Member Committee or the Members,
(i)&nbsp;the presence in person or by telephone of at least two (2)
Representatives shall be necessary to constitute a quorum for the
transaction of business for a meeting of the Member Committee and (ii)
the presence in person or by telephone of at least one Member of each
Member Group shall be necessary to constitute a quorum for the
transaction of business for a meeting of the Members.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) Written Consents. Any action required or permitted to be taken
at a meeting of the Member Committee or the Members may be taken without
a meeting, but upon the requisite notice as provided in paragraph (d)
above, if (i)&nbsp;at a meeting of the Member Committee, the requisite
Representatives of the Member Committee consent thereto in writing or
(ii)&nbsp;at a meeting of the Members, the requisite Member of each Member
Group consents thereto in writing.

<P align="left" style="font-size: 10pt">9. Effective upon the Consummation, Section&nbsp;6.3 is deleted in its entirety and
replaced with the following:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3 Actions by Member Committee and/or AT&#038;T PCS Member Group.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Scope of Authority. The Member Committee shall have full power
and authority to direct and control the business affairs of the Company
except with respect to those matters reserved specifically to the Members
in Section&nbsp;6.4, and subject to the right of the Member Committee to
delegate such power and authority to Persons responsible for day-to-day
operation of the Company (it being understood that authority to undertake
Significant Events prior to approval by the Member Committee shall not be
so delegated).



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Actions Requiring Member Committee and AT&#038;T PCS Member Group
Approval. All Significant Events require approval of the Member
Committee and the AT&#038;T PCS Member Group.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Approval Requirements.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Consent or approval of the Member Committee shall mean the
affirmative vote of a majority of the Representatives voting at a
duly held meeting of the Member Committee.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Each Representative shall be entitled to one vote on all
matters submitted to a vote of the Member Committee; provided that
if one or more Representatives are absent or not appointed because
of a vacancy on the Member Committee or otherwise, then any other
Representative of such absent


<P align="center" style="font-size: 10pt">8
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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:6%; font-size: 10pt">Representative&#146;s Member Group present at the meeting shall
have the right to cast the votes of such absent Representatives.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) The Company shall provide each Representative of the
Member Committee with (A)&nbsp;adequate notice (in light of the time
frame in which approval is sought) of the substance of any matter
requiring the approval of the Member Committee in order to afford
such Representative sufficient time to review such matter and the
Company&#146;s analysis thereof and (B)&nbsp;an opportunity to consult with
the management of the Company regarding such matter and possible
alternatives prior to the meeting at which approval is sought;
provided that any alleged noncompliance with the provisions of this
paragraph (iii)&nbsp;shall not affect the validity of any consent or
approval pursuant to paragraphs (i)&nbsp;and (ii)&nbsp;above.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Subsequent Budgets. The Member Committee shall adopt an annual
budget for the operations of the Company, which budget shall be in at
least as much detail and cover the same matters as the initial budget.
The proposed budget shall be presented to the Member Committee no later
than 60&nbsp;days prior to the commencement of each fiscal year of the
Company.

<P align="left" style="font-size: 10pt">10. Effective upon the Consummation, Section&nbsp;6.5 is deleted in its entirety and
replaced with &#147;Intentionally Deleted.&#148;


<P align="left" style="font-size: 10pt">11. Effective upon the Consummation, Section&nbsp;6.7 is deleted in its entirety and
replaced with the following:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.7 Conflict Transactions. The Members recognize that due to the
wide range of communications activities that AT&#038;T PCS and CBW, and their
respective Affiliates engage in, and the presence in Cincinnati of CBW
and its Affiliates, there will be numerous occasions of Conflict
Transactions. All Conflict Transactions, regardless of whether approved
by the Member Committee, shall be on terms no less favorable to the
Company (and the Company shall not grant terms to any Member Group or its
Affiliates on terms more favorable to such Member Group of Affiliate)
than would be available to or from the Company in an arm&#146;s length
transaction with an unrelated party and the Company shall not engage in
any such Transaction if it would not have engaged in it with such an
unrelated party.

<P align="left" style="font-size: 10pt">12. Effective upon the Consummation, Section&nbsp;6.8 is deleted in its entirety and
replaced with the following:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Members and any Person affiliated with any of the Members
may engage in or possess an interest in other business ventures in which
the Company is not a party, and may engage in any other activities, of
every kind and description, (whether or not competitive with the business
of the Company or otherwise affecting the Company), independently or with
others in which the Company is not a party, and shall owe no duty or
liability to the Company, its Members or their Affiliates in connection
therewith except as expressly set forth in this Agreement.



<P align="center" style="font-size: 10pt">9
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">13. Effective upon the Consummation, Section&nbsp;6.9 is deleted in its entirety and
replaced with &#147;Intentionally Deleted.&#148;


<P align="left" style="font-size: 10pt">14. Effective upon the Consummation, Section&nbsp;6.10 is amended by changing the
CBW Member Group First Tier Executive to Neil Heslop.


<P align="left" style="font-size: 10pt">15. Effective upon the Consummation, Sections&nbsp;6.11(c), (d), (f)&nbsp;and (g)&nbsp;are
deleted in their entirety and replaced with the following:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Limitations. Unless CBW or any of its Affiliates is required by
applicable law or regulation to charge otherwise, the Company shall not
be charged an amount for any services performed hereunder in excess of
the amount at which such services would be available in an arm&#146;s length
transaction with an unrelated third party.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Payments. Following the date hereof, within thirty (30)&nbsp;days
after the close of the first full calendar quarter and for each quarter
thereafter during the term of this Agreement, the Providing Party shall
provide the Company with a statement setting forth in reasonable detail
the Out-of-Pocket Expenses and Cost Allocations incurred during that
quarter. The Company shall pay for such items within thirty (30)&nbsp;days of
the receipt of the statement.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) Books and Records. Reasonable documentation of expenses and
cost allocations under this Section&nbsp;6.11 shall be provided to the Company
in all cases. The Company, AT&#038;T PCS, CBW, and their Affiliates shall
keep or cause to be kept accounts and complete books and records with
respect to the provision of services to the Company, showing all related
costs, expenditures and allocations, and any and all other records
necessary, convenient or incidental to recording the financial aspects of
the provision of services to the Company, including the calculation of
Cost Allocations and Out-of-Pocket Expenses pursuant to the foregoing.
The Company shall have access, at all reasonable times during normal
business hours, to the books and records maintained by AT&#038;T PCS, CBW or
their Affiliates pursuant to the foregoing and shall be entitled to make
any copies of such records as it deems appropriate.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) Other Sources. If AT&#038;T PCS questions in good faith whether the
amount CBW or its Affiliates charges the Company for any services
performed hereunder exceeds the amount at which such services would be
available in an arm&#146;s length transaction with an unrelated third party
(irrespective of whether a greater amount is required by applicable law
or regulation), the Company shall either demonstrate to the reasonable
satisfaction of AT&#038;T PCS that the charges do not so exceed such amount,
or are otherwise not available to the Company at a lower cost, or the
Company shall obtain such services from another source.

<P align="left" style="font-size: 10pt">16. Effective upon the Consummation, Section&nbsp;6.12 is deleted in its entirety
and replaced with the following:



<P align="center" style="font-size: 10pt">10
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.12 System Requirements



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Construction. The Company hereby agrees to construct a PCS
System using the most current version of TDMA IS-136 technology to
provide Company Communications Services covering the Territory on a
schedule no less rapid than is set forth in the minimum build-out-plan,
set forth on Schedule&nbsp;6.12(a), including, without limitation, the
components set forth on such Schedule.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Intentionally Deleted.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Microwave Relocation. The Company will arrange for all
necessary microwave relocation in connection with its License and pay,
assume or (if applicable) reimburse AT&#038;T PCS or its Affiliates for any
obligation to pay any reasonable costs incurred by it or AT&#038;T PCS in
connection with any such microwave relocation. AT&#038;T PCS shall bear its
own costs for microwave relocation in connection with the portion of the
A Block FCC Radio Station Authorization bearing (prior to contribution)
call sign KNLF 235 retained by AT&#038;T PCS.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Service Features. The Company&#146;s PCS System will offer the
features set forth in Schedule&nbsp;6.12(d). The provisions of this Section
6.12 shall not be construed to limit the features the Company may offer,
provided such offering does not interfere with the offering of features
required in this paragraph (d).



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Intentionally Deleted.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) Long Distance Services. Subject to the Company&#146;s existing
volume commitments to AT&#038;T and AT&#038;T Corp., the Company shall offer CBI
and any of its affiliates a right of first refusal to provide interstate
and intrastate long distance services to the Company; provided that the
rates offered by CBI are competitive with those available from other long
distance providers and are at least as favorable to the Company in the
aggregate as those provided by CBI to CBI&#146;s other comparable wireless
customers.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) Intentionally Deleted.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) Intentionally Deleted.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Intentionally Deleted.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) Intentionally Deleted.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) Intentionally Deleted.

<P align="left" style="font-size: 10pt">17. Effective upon the Consummation, Section&nbsp;6.14 is deleted in its entirety
and replaced with &#147;Intentionally Deleted.&#148;


<P align="left" style="font-size: 10pt">18. Effective upon the Consummation, Section&nbsp;6.16 GSM Preference is deleted.



<P align="center" style="font-size: 10pt">11
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">19. Effective upon the Consummation, Section&nbsp;7.2 is deleted in its entirety and
replaced with the following:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2 Transfer of Member&#146;s Interest to a Subsidiary. Subject to
Sections&nbsp;7.3(g), a Member of the AT&#038;T PCS Member Group may transfer all
or any part of its Interest to any Affiliate of AT&#038;T, and a member of the
CBW Member Group may transfer all or any part of its Interest to any
Affiliate of CBI (any Person to which a transfer is permitted under this
Section&nbsp;7.2 being referred to herein as a &#147;Section&nbsp;7.2 Transferee&#148;);
provided that prior to any such transfer, the transferring Member shall
deliver to the other Members a notice setting forth the identity of the
transferee and stating that such transferee complies with the condition
above, and shall provide such other information as the other Members may
reasonably request in connection therewith. Subject to Sections&nbsp;7.3(g),
a Section&nbsp;7.2 Transferee shall be admitted as a Member at the time such
Person executes this Agreement or a counterpart to this Agreement, which
evidences such Person&#146;s agreement to be bound by the terms and conditions
of this Agreement. The transferring Member shall promptly deliver this
Agreement or such counterpart as so executed to the other Members.

<P align="left" style="font-size: 10pt">20. Effective upon the Consummation, Section&nbsp;7.3(f)(ii) is deleted in its
entirety and replaced with the following:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) At the closing of any sale of an Interest to a third party
pursuant to this Section&nbsp;7.3, such third party shall execute this
Agreement or a counterpart to this Agreement and shall be bound by the
provisions of and assume the obligations of the Selling Group under such
Agreement. The Selling Group shall not be relieved of any of its
obligations under this Agreement arising prior to such sale, to the
extent such obligations shall not be discharged by the third party, but
the Selling Group shall be relieved of any obligations under this
Agreement arising subsequent to such sale with respect to the Interest
being transferred; nothing herein shall be construed to relieve any
Member of the Selling Group of any obligations under any Related
Agreement. The Selling Group and the third party shall execute such
documents as the other Member Groups shall reasonably request to evidence
such assumption and
continuing obligations. Any sale to a third party pursuant to this
Section&nbsp;7.3 may be structured as two or more transfers of part of the
Interest being sold, which taken together effectuate a transfer of the
entire Interest, all of which shall be consummated within 15&nbsp;months from
the date of closing of the first of such transfers.

<P align="left" style="font-size: 10pt">21. Effective upon the Consummation, the title to Section&nbsp;7.4 is replaced with
the following:



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.4 Tag-Along Right; Put; Call.

<P align="left" style="font-size: 10pt">22. Effective upon the Consummation, Section&nbsp;7.4(c) is deleted in its entirety
and replaced with the following:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Put. Commencing on September&nbsp;30, 2005, and at any time
thereafter, or if at any time the Member Committee shall call for
additional capital contributions (unless


<P align="center" style="font-size: 10pt">12
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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:3%; font-size: 10pt">such capital call shall have
been approved by the AT&#038;T PCS Member Group), and upon the written demand
of AT&#038;T PCS, CBI on behalf of itself and/or its Affiliates shall purchase
all the Interests of the AT&#038;T PCS Member Group for a cash purchase price,
payable by wire transfer in immediately available funds, in an amount
(the &#147;Put Value&#148;) equal to $83.0&nbsp;million dollars accreting daily at an
annual rate of 5% compounding monthly after September&nbsp;30, 2005 to and
including the date of the closing of the transfer (the &#147;Put&#148;). Any such
demand by AT&#038;T PCS shall be in writing and given to CBI (the &#147;Put
Notice&#148;) (which may be delivered prior to September&nbsp;30, 2005) and shall
specify a closing date, subject to obtaining any Governmental Approvals
required for closing, not less than 60 nor more than 180&nbsp;days following
the date of the Put Notice, but in no event shall such closing be before
September&nbsp;30, 2005 (other than for a Put which arises as a result of a
capital call). At such closing, AT&#038;T PCS shall represent and warrant
only that the AT&#038;T PCS Member Group has good and marketable title to the
Interests being sold, free and clear of all Liens and has the power and
authority to transfer the Interest free of any conflict with the terms of
any material agreement, law, order or instrument binding upon it and
shall deliver the instrument of assignment attached hereto as Exhibit&nbsp;A.
AT&#038;T PCS, CBI and CBW shall cooperate to achieve the transfer of the
Interests through a structure taking into account the relative tax
considerations of the Members in connection with such transfer. Upon the
closing, the AT&#038;T PCS Member Group shall be relieved of all obligations
under this Agreement and CBI and the AT&#038;T PCS Member Group will enter
into a release agreement substantially in the form attached hereto as
Exhibit&nbsp;B. Notwithstanding this Section&nbsp;7.4(c), in the event that prior
to such closing, CBI delivers the Call Notice for a closing to occur
prior to September&nbsp;30, 2005, the purchase of the Interests of the AT&#038;T
PCS Member Group shall be made pursuant to Section&nbsp;7.4(d) provided that
in no event shall the closing occur at a date later than the date that
the closing of the Put would have occurred pursuant to the Put Notice.
Moreover, notwithstanding anything in this Agreement to the contrary
(including without limitation Section&nbsp;7.3(g)), no transfer of any
Interests by the CBW Member Group pursuant to Section&nbsp;7.2 of the
Agreement shall relieve CBI (or any successor) of its obligations
pursuant to this Section&nbsp;7.4(c).

<P align="left" style="font-size: 10pt">23. Effective upon the Consummation, the following new subsections (d)&nbsp;and (e)
are added to the end of Section&nbsp;7.4:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Call.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Right to Call; Value. Commencing on the Consummation, and
at any time thereafter, CBI and/or any of its Affiliates shall have
the option to purchase the Interests owned by the AT&#038;T PCS Member
Group in the Company (the &#147;Call&#148;) for a purchase price equal to an
amount that is $85.0&nbsp;million dollars accreting daily at an annual
rate of 5% compounding monthly from the Effective Date to and
including the date of closing of the Call (the &#147;Call Value&#148;). If
the closing of the Call has not occurred prior to September&nbsp;30,
2005, then on such date, the Call Value shall be adjusted down to
$83.0&nbsp;million and shall begin accreting again on the same terms
from such date. AT&#038;T PCS, CBI and CBW shall cooperate to achieve
the transfer of the Interests through a structure taking


<P align="center" style="font-size: 10pt">13
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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:6%; font-size: 10pt">into
account the relative tax considerations of the Members in
connection with such transfer.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Payment of Purchase Price. The purchase price shall be
payable at the closing by wire transfer of immediately available
funds.



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) Notice, Timing and Representations. If CBI elects to
exercise the Call, then CBI shall give written notice to AT&#038;T PCS
of its irrevocable election to exercise the Call (the &#147;Call
Notice&#148;). The Call Notice shall specify a closing date, subject to
obtaining any Governmental Approvals required for closing, of not
less than 60 nor more than 75&nbsp;days following the date of the Call
Notice. At such closing, AT&#038;T PCS shall represent and warrant only
that the AT&#038;T PCS Member Group has good and marketable title to the
Interests being sold, free and clear of all Liens and has the power
and authority to transfer the Interest free of any conflict with
the terms of any material agreement, law, order or instrument
binding upon it and shall deliver the instrument of assignment
attached hereto as Exhibit&nbsp;A. Upon the closing, the AT&#038;T PCS
Member Group shall be relieved of all obligations under this
Agreement and CBI and the AT&#038;T PCS Member Group will enter into a
release agreement substantially in the form attached hereto as
Exhibit&nbsp;B.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Governmental Approvals. In the event that any approvals,
consents, authorizations, clearances, exemptions, waivers or similar
affirmations of any governmental or regulatory authority including those
required pursuant to the HSR Act (&#147;Governmental Approvals&#148;) are required
to close the transactions contemplated pursuant to Section&nbsp;7.4(c) or (d)
hereof, the parties agree that any filings or requests for any
Governmental Approvals shall be prepared and filed with the appropriate
governmental agency within 10 business days from the receipt of the Put
Notice or Call Notice, as the case may be, but in any event no later than
April&nbsp;1, 2005 if permitted by such governmental agency and if not, no
later than the earliest date such filing is permitted thereafter. The
parties agree to use their best efforts to obtain all Governmental
Approvals by the applicable scheduled closing date, or sooner if
practicable, and notwithstanding the generality of the foregoing, (i)&nbsp;to
use their best efforts to respond as promptly as practicable to all
inquiries received from the applicable governmental agencies or
committees for additional information or documentation, (ii)&nbsp;to notify
each other promptly of all correspondence, filings or communications with
such party or its representatives, (iii)&nbsp;to furnish each other with such
necessary information and reasonable assistance as such other party may
request in connection with their preparation of all filings relating to
the Governmental Approvals, and (iv)&nbsp;all filing fees in connection with
any filings required with respect to the HSR Act shall be shared equally
by CBI and AT&#038;T PCS. In no event shall any Affiliate of CBI be permitted
to participate in the exercise of the Put or Call if such Affiliate&#146;s
participation causes any delay in obtaining any Governmental Approval
required to close such transactions.

<P align="left" style="font-size: 10pt">24. Effective upon the Consummation, the first sentence of Section&nbsp;7.5 shall be
deleted in its entirety and replaced with the following: A transfer of a
majority of the capital stock or other equity interests in the Person that owns
Interests or in a Person that directly or indirectly owns a



<P align="center" style="font-size: 10pt">14
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">majority of the
capital stock or other equity interests in the Person that owns the Interests
shall be deemed to be a transfer of the Interests, subject to the provisions of
Section&nbsp;7.1, 7.3, and 7.4 hereof if and to the extent applicable by virtue of
the provisions of Section&nbsp;7.3(a); provided, however, that any transfer of a
majority of the capital stock or other equity interests of CBI shall not be
subject to Section&nbsp;7.4 hereof.


<P align="left" style="font-size: 10pt">25. Effective upon the Consummation, Section&nbsp;7.8 is deleted in its entirety and
replaced with the following:



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">7.8</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Other Encumbrances on a Member&#146;s Interest. Notwithstanding
anything to the contrary in this Agreement or the Act, a Member may
not (a)&nbsp;directly pledge, hypothecate or otherwise encumber all or
any portion of its Interest, without the consent of all Members or
(b)&nbsp;pledge, hypothecate or otherwise encumber its interest in any
entity which owns all or any portion of its Interest. A pledge,
hypothecation or other encumbrance of all of a Member&#146;s Interest
shall not cause such Member to cease to be a member of the Company.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">26. Effective upon the Consummation, the lead-in paragraph to Section&nbsp;10.8 is
deleted in its entirety and replaced with the following:



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">10.8.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Notices. All notices or other communications hereunder shall
be in writing and shall be deemed to have been duly given or made
(i)&nbsp;upon delivery if delivered personally (by courier service or
otherwise), (ii)&nbsp;upon confirmation of dispatch if sent by facsimile
transmission (which confirmation shall be sufficient if shown on the
journal produced by the facsimile machine used for such
transmission), (iii)&nbsp;three days after being mailed by first-class
mail, postage prepaid and return receipt requested, and (iv)&nbsp;upon
the next business day if sent by recognized national overnight
courier services, and all legal process with regard hereto shall be
validly served when served in accordance with applicable law, in
each case to the applicable addresses set forth below (or such other
address as the recipient may specify in accordance with this
Section):</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">27. Effective upon the Consummation, Section&nbsp;10.8 of the Agreement is amended
by adding the following notice addresses for Cingular:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

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    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="96%">&nbsp;</TD>
</TR>

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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Cingular</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Cingular Wireless LLC</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">5565 Glenridge Connector</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Atlanta, GA 30342</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Attn: General Counsel</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Fax: 404-236-6145</TD>
</TR>


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</DIV>




<P align="center" style="font-size: 10pt">15
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

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    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="96%">&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">with a copy to:</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Alston &#038; Bird LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">One Atlantic Center</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">1201 West Peachtree Street</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Atlanta, Georgia 30309-3424</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Attn: Janine Brown</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Fax: 404-881-7777</TD>
</TR>


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</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">28. Effective upon the Consummation, Schedule&nbsp;6.11 is deleted in its entirety
and replaced with &#147;Intentionally Deleted.&#148;


<P align="left" style="font-size: 10pt">29. Effective upon the Consummation, Section&nbsp;B.1 of the Agreement and Amendment
No.&nbsp;1 To Operating Agreement of Cincinnati Bell Wireless LLC is deleted in its
entirety and replaced with &#147;Intentionally Deleted.&#148;


<P align="left" style="font-size: 10pt">30. Effective upon the Consummation, Section&nbsp;B.2 of the Agreement and Amendment
No.&nbsp;1 To Operating Agreement of Cincinnati Bell Wireless LLC is deleted in its
entirety and replaced with the following:




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;References to &#147;Company Communications Services&#148; in the Agreement
shall be deemed to include mobile wireless telecommunications services
provided on the GSM/GPRS System.

<P align="left" style="font-size: 10pt">31. Effective upon the Consummation, Section&nbsp;B.3 of the Agreement and Amendment
No.&nbsp;1 To Operating Agreement of Cincinnati Bell Wireless LLC is deleted in its
entirety and replaced with &#147;Intentionally Deleted.&#148;


<P align="left" style="font-size: 10pt"><B>B. Additional Agreements of the Parties</B>.


<P align="left" style="font-size: 10pt">1. Notwithstanding anything herein to the contrary, none of Cingular, AT&#038;T or
AT&#038;T PCS shall have any obligation to CBI or its Affiliates to cause the
consummation of the Merger.


<P align="left" style="font-size: 10pt">2. Notwithstanding any provision to the contrary in Article&nbsp;7 of the Agreement,
subject to Section&nbsp;B.3 below, AT&#038;T PCS, AT&#038;T, CBW, and the Company agree that
from the Effective Date until the termination of the Merger Agreement, the AT&#038;T
PCS Member Group may not sell or transfer (other than in accordance with
Section&nbsp;7.2 and other than pursuant to the Merger) its Interests in the Company
or any capital stock or other equity interest in a Person that directly or
indirectly owns the Interests in the Company, other than (a)&nbsp;a sale to a third
party pursuant to Section&nbsp;7.4(a) of the Agreement, or (b)&nbsp;or other than a sale
or disposition required by a regulatory or governmental authority in connection
with the Merger. At such time as the AT&#038;T PCS Member Group may be entitled to
sell or transfer its Interests upon the termination of the Merger Agreement,
then the Company, CBW and CBI agree to cooperate in the AT&#038;T PCS Member Group&#146;s
sales process as required in the Operating Agreement. Notwithstanding anything
herein to the contrary, nothing in the Agreement or in this Amendment shall
prohibit or restrict, or require any approval or consent in connection with,
the closing of the Merger. If a sale or disposition is required by a
regulatory or governmental authority as described in clause



<P align="center" style="font-size: 10pt">16
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">(b)&nbsp;above, then
such sale shall be subject to CBW Member Group&#146;s right of first refusal in
Article&nbsp;7 of the Agreement; provided, however, that the parties agree to
shorten the time periods in Article&nbsp;7 (proportionately among the various time
periods unless mutually agreed otherwise by the parties) to allow the sale or
disposition to occur as required by the regulatory or governmental authority.


<P align="left" style="font-size: 10pt">3. Notwithstanding any provision to the contrary in Article&nbsp;7 of the Agreement,
effective upon the Consummation, AT&#038;T PCS, AT&#038;T, CBW, CBI, the Company and
Cingular agree that until September&nbsp;30, 2005, the AT&#038;T PCS Member Group may not
sell or transfer (other than in accordance with Section&nbsp;7.2) its Interests in
the Company or any capital stock or other equity interest in a Person that
directly or indirectly owns the Interests in the Company, other than (a)&nbsp;a sale
to a third party pursuant to Section&nbsp;7.4(a) of the Agreement, (b)&nbsp;other than a
sale to CBI and/or its Affiliates pursuant to Sections&nbsp;7.4(c) and (d)&nbsp;of the
Agreement, or (c)&nbsp;a sale or disposition required by a regulatory or
governmental authority in connection with the Merger. If a sale or disposition
is required by a regulatory or governmental authority as described in clause
(b)&nbsp;above, then such sale shall be subject to the right of
first refusal in Article&nbsp;7 of the Agreement; provided, however, that the
parties agree to shorten the time periods in Article&nbsp;7 (pro rata among the
various time periods unless mutually agreed otherwise by the parties) to allow
the sale or disposition to occur as required by the regulatory or governmental
authority.


<P align="left" style="font-size: 10pt">4. &#091;Intentionally omitted&#093;


<P align="left" style="font-size: 10pt">5. Cingular, CBI and the Company agree to enter into discussions within a
reasonable time following the Consummation, but in no event later than 45&nbsp;days
after the Consummation, regarding a potential strategic transaction between
such parties. Either party shall be entitled to end such discussions upon
written notice to the other party of such intention, and the obligation
regarding such discussions shall end upon the date that AT&#038;T PCS or its
Affiliates no longer owns the Interests. The parties agree that there shall be
no obligation on either party to continue discussions or to enter into a
strategic transaction.


<P align="left" style="font-size: 10pt">6. The parties agree that if within six (6)&nbsp;months of the closing of the
purchase of the AT&#038;T PCS Member Group&#146;s Interests in the Company pursuant to
Sections&nbsp;7.4(c) or (d)&nbsp;of the Agreement, the CBW Member Group enters into a
letter of intent, agreement to sell or similar document (the &#147;Sale Document&#148;)
to sell or transfer (including by merger), other than to a Section&nbsp;7.2
Transferee, any Interests in the Company or any capital stock or other equity
interests in a Person that directly or indirectly owns the Interests (other
than capital stock or other equity interests of CBI) or a series of such
transactions, then CBI shall pay in cash by wire transfer of immediately
available funds to Cingular, in the case of a sale of the Interests, upon the
closing of such transaction or transactions the value of any consideration
received upon such sale or transfer to a third party for up to the first 19.9%
Interest sold in excess of the Put Value or Call Value, as the case may be,
paid to the AT&#038;T PCS Member Group pursuant to Sections&nbsp;7.4(c) or (d)&nbsp;of the
Agreement, as the case may be. In addition, for the purposes of this Section
B.6, to the extent the CBW Member Group receives consideration other than cash
for its sale of the Interests or for the sale of the capital stock or other
equity interests in the Person that directly or indirectly owns the Interests,
then the value of such consideration shall be its Fair Market Value as of the
closing date of such transaction or transactions as determined using procedures
identical to the procedures for determining Fair Market Value set forth in
Section&nbsp;7.7 of the Agreement. To the



<P align="center" style="font-size: 10pt">17
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">extent CBI or CBW sells or transfers to a
third party less than a 19.9% Interest, then in determining the excess, the
amount received by the AT&#038;T PCS Member Group shall be adjusted proportionately.
If CBI or CBW enters into a Sale Document for the sale of any capital stock or
other equity interests in a Person that directly or indirectly owns the
Interests (other than capital stock or other equity interests of CBI), then the
amount of excess to be paid upon the closing of such transaction to the AT&#038;T
PCS Member Group shall be calculated based on the percentage ownership of the
Interests held indirectly by such entity. By way of example, if CBI sells to a
third party a 19.9% Interest in the Company for $100.0&nbsp;million and CBI had paid
AT&#038;T PCS $85.0&nbsp;million for AT&#038;T PCS&#146; 19.9% Interest, then CBI would pay AT&#038;T
PCS $15.0&nbsp;million dollars ($100,000,000 &#151; $85,000,000 = $15,000,000). By way
of further example, if CBI sells to a third party 50% of CBW for $250.0&nbsp;million
dollars and if CBI had paid AT&#038;T PCS $83.0&nbsp;million dollars, then CBI would pay
AT&#038;T PCS $16.5&nbsp;million dollars ($250,000,000/50 = $5,000,000 per percent
indirect ownership of the Company. $5,000,000 * 19.9 = $99,500,000.
$99,500,000 &#151; $83,000,000 = $16,500,000.) Subject to the Consummation, this
provision survives the termination of the Agreement and this Amendment.


<P align="left" style="font-size: 10pt">7. The parties agree that the Merger does not trigger the right of first
refusal in Section&nbsp;7.3 of the Agreement or in Section&nbsp;9.2 of the Construction
Services, Management and Switching Agreement dated October&nbsp;16, 2003 between the
Company and AT&#038;T PCS (the &#147;Construction Services Agreement&#148;).


<P align="left" style="font-size: 10pt">8. For greater certainty and as a clarification, the parties agree that
following the Merger, AT&#038;T PCS and any Section&nbsp;7.2 Transferee of its Interest
shall be entitled to exercise the rights set forth in Section&nbsp;7.4 (Tag-Along
Right; Put; Call). The parties expressly acknowledge and agree that the
clarifications set forth above are not intended to limit the rights that are
available to AT&#038;T PCS or Cingular following the Merger.


<P align="left" style="font-size: 10pt">9. (a)&nbsp;AT&#038;T PCS will not extend the Construction Services Agreement beyond
April&nbsp;30, 2007 and this Amendment shall serve as written notice of non-renewal
in accordance with Section&nbsp;6.1 of such agreement; (b)&nbsp;promptly following the
Consummation, AT&#038;T PCS and the Company will enter into the Long-Term De Facto
Transfer Spectrum Lease Agreement attached hereto as Exhibit&nbsp;C, and upon the
effectiveness of such lease, the Construction Services Agreement will be
terminated; (c)&nbsp;so long as the Merger Agreement has not been terminated, AT&#038;T
PCS will not give written notice to the Company of non-renewal of the
Short-Term De Facto Transfer
Spectrum Lease Agreement, dated as of March&nbsp;31, 2004, between AT&#038;T PCS and the
Company (the &#147;Cincinnati Spectrum Lease&#148;), pursuant to Section&nbsp;3.1 thereof, and
AT&#038;T PCS will not terminate the Cincinnati Spectrum Lease pursuant to Section
3.2(e) thereof; (d)&nbsp;so long as the Merger Agreement has not been terminated,
AT&#038;T PCS and the Company will jointly file, on March&nbsp;15, 2005, with the Federal
Communications Commission (the &#147;FCC&#148;) an application for approval to convert
the existing Cincinnati Spectrum Lease into a long-term de facto transfer
spectrum lease with a term ending September&nbsp;30, 2005<B>; </B>(e)&nbsp;promptly following
the Consummation, if the Consummation occurs prior to the expiration of the
Cincinnati Spectrum Lease, AT&#038;T PCS and the Company will jointly file with the
FCC an application for approval to convert the existing Cincinnati Spectrum
Lease into a long-term de facto transfer spectrum lease with a term ending on
the earlier of September&nbsp;30, 2005, or a Terminating Triggering Event (as
defined below); (f)&nbsp;promptly following the Consummation, if the Consummation
occurs after AT&#038;T PCS and the Company have entered into the long-term de facto
transfer spectrum lease



<P align="center" style="font-size: 10pt">18
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">agreement pursuant to clause (d)&nbsp;above, AT&#038;T PCS and
the Company will amend the termination provisions of such agreement to cause
the agreement to terminate upon the earlier of September&nbsp;30, 2005, or a
Terminating Triggering Event (as defined below); and (g)&nbsp;the third, fourth,
fifth and sixth sentences of Section&nbsp;9.2(a) and the entire Section&nbsp;9.2(b) of
the Construction Services Agreement regarding a right of first refusal are
hereby terminated, and the fifth sentence of Section&nbsp;9.2(a) is amended to read
as follows: Licensee may assign the License provided that Licensee shall cause
the assignee of such Spectrum to agree to accept assignment of the Agreement
from Licensee and to be bound by the terms of this Agreement with respect to
the assigned Spectrum simultaneously with the closing on the assignment of such
License, if such closing occurs prior to the expiration of this Agreement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;For the purposes of this Section&nbsp;B.9, a Terminating Triggering Event
means:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;the acquisition of ownership, directly or indirectly, beneficially or
of record, by any Designated Wireless Carrier (alone or in combination with any
other Designated Wireless Carrier) of 50% or more of the aggregate ordinary
voting power represented by the issued and outstanding capital stock or
membership interests of any CBI Entity;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;occupation of a majority of the seats (not counting any vacant seats)
on the board of directors or managers of any CBI Entity by persons who were
nominated or appointed by any Designated Wireless Carrier (alone or in
combination with any other Designated Wireless Carrier);


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;the transfer (by lease, assignment, sale or otherwise, in a single
transaction or series of transactions) of all or substantially all of the
properties or assets of any CBI Entity to any Designated Wireless Carrier
(alone or in combination with any other Designated Wireless Carrier);


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;the acquisition of ownership, directly or indirectly, beneficially or
of record, by any CBI Entity of 50% or more of the aggregate ordinary voting
power represented by the issued and outstanding capital stock or membership
interests of any Designated Wireless Carrier;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;occupation of a majority of the seats (not counting any vacant seats)
on the board of directors or managers of any Designated Wireless Carrier by
persons who were nominated or appointed by any CBI Entity;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)&nbsp;the transfer (by lease, assignment, sale or otherwise, in a single
transaction or series of transactions) of all or substantially all of the
properties or assets of any Designated Wireless Carrier to any CBI Entity; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(7)&nbsp;any Designated Wireless Carrier becoming an Affiliate of any CBI
Entity.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A &#147;CBI Entity&#148; shall mean CBI, CBW, the Company, or any Affiliate of any
of the foregoing that is engaged, directly or indirectly, in the business of
providing wireless communications services in either the Cincinnati or Dayton
BTA, or any successor or assign of any of the foregoing. A &#147;Designated
Wireless Carrier&#148; shall mean any of the ten (10)&nbsp;largest carriers in the United
States, determined with reference to the total number of subscribers, or any
Affiliate thereof, or any successor or assign of the foregoing, which until the
first anniversary of


<P align="center" style="font-size: 10pt">19
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">the date hereof, shall be Cingular/AT&#038;T Wireless, Verizon,
Sprint, Nextel Communications, T-Mobile USA, ALLTEL, US Cellular, Leap
Wireless, Western Wireless and Triton PCS.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;It is the intent of the parties that a Designated Wireless Carrier
should not be entitled to benefit from the spectrum being leased by AT&#038;T PCS to
the Company or to control, directly or indirectly, the entity leasing the
spectrum. Notwithstanding the definition of Terminating Triggering Event, CBI,
CBW and the Company agree that they will not structure a transaction in a way
to circumvent the intent of the parties stated above.

<P align="left" style="font-size: 10pt">10. Following Consummation, Cingular, CBI and the Company shall endeavor to
negotiate the development of a national accounts program on commercially
reasonable terms (including commercially reasonable exclusions) whereby
Cingular would extend to enterprise clients (&#147;Enterprise Clients&#148;) of CBI and
the Company that are based in the Company&#146;s operating territory, but which have
offices and/or personnel located outside of the Company&#146;s operating territory
(that are within Cingular&#146;s operating territory), discounts and other
incentives that would be based upon each such Enterprise Client&#146;s volume of
service usage and/or commitment to certain revenue thresholds. Cingular shall
have no corresponding obligation to extend a similar program to its enterprise
clients which have offices located in the Company&#146;s territory to use the
Company.


<P align="left" style="font-size: 10pt">11. Upon the Consummation, except to the extent set forth on Schedule&nbsp;B.11, the
parties hereto agree that any and all agreements by or among CBI, CBW, the
Company or any Affiliate thereof, on the one hand, and AT&#038;T PCS, Cingular or
any Affiliate of either, on the other hand, in any way relating to the Company
or the Business shall terminate and be of no further force or effect, and all
provisions thereof (including provisions thereof which purport to survive
following termination) shall terminate. The parties agree to execute upon the
Consummation a release agreement in the form attached hereto as Exhibit&nbsp;D (the
&#147;Consummation Release&#148;). The schedule to the Consummation Release will include
the claims as of the Effective Date that will survive after the Consummation.
The parties shall only be entitled to add claims to such schedule after the
Effective Date and prior to the Consummation to the extent such party adding
the claim reasonably believes it to be bona fide and arise from facts,
circumstances, events, matter or omissions that occur after the Effective Date
and prior to the Consummation. For greater certainty and as a clarification,
the parties agree that, effective upon the Consummation, all provisions
contained in any agreement relating to the Business or operations of the
Company that require exclusivity or prohibit or restrict any activity,
operation or ownership by any Member or any Affiliate thereof that may be
competitive with the business of the Company or that require AT&#038;T PCS or any
Affiliate of AT&#038;T PCS to prefer, or engage in any activity exclusively with, or
to cause their subscribers to prefer, the Company or its systems, shall be
terminated and of no further effect.


<P align="left" style="font-size: 10pt">12. Each of CBI, on behalf of itself and its Affiliates, and the Company, on
behalf of itself and its Affiliates, hereby covenants and agrees not to bring,
commence, prosecute, maintain or cause or permit to be brought, commenced,
prosecuted or maintained any suit, action or proceeding, either at law or in
equity, in any court or before any other Governmental Authority (i)&nbsp;regarding
the Merger or on account of Cingular&#146;s acquisition of AT&#038;T and AT&#038;T PCS or (ii)
challenging the enforceability of this Sections&nbsp;B.12, or otherwise seek to
cause any Governmental Authority to refuse to issue any consent to the Merger.
The foregoing covenant



<P align="center" style="font-size: 10pt">20
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">not to sue may be raised or pleaded in any action or
other proceeding which may be brought, instituted or taken by CBI, on behalf of
itself, its Affiliates or any other Person, and/or by the Company, on behalf of
itself, its Affiliates or any other Person, or by any of their respective
successors or assigns. The foregoing covenant not to sue shall not be deemed
or construed to be an acknowledgement or agreement by Cingular, AT&#038;T or AT&#038;T
PCS that CBI or the Company has any claim or standing to challenge the Merger
in any way.


<P align="left" style="font-size: 10pt">13. No party to this Amendment will issue or allow its Affiliates to issue any
press release or make any other public announcements concerning this Amendment
except with the prior approval (not to be unreasonably withheld or delayed) of
the other parties; provided, however, any party may make any such disclosure,
public statements or announcements that it deems to be necessary and
appropriate, after consultation with legal counsel, to comply with the rules or
regulations of any securities exchange in connection with this Amendment and
the transactions contemplated hereby and may make any and all such statements
such party deems to be appropriate in any and all filings, prospectuses and
other similar documents. Such party shall use reasonable efforts to provide
the other parties with a copy of any such statements before any publication of
same with a reasonable opportunity to review such disclosure; provided that, if
the content of such statements is substantially similar to the content of a
statement or disclosure previously provided to the other parties that was not
objected to or revised by such other party, such disclosing party shall have no
obligation to provide the other parties with a copy of such statement or
disclosure. If agreeable, the parties may issue a joint press release.


<P align="left" style="font-size: 10pt">14. If the Merger Agreement is terminated, this Amendment will terminate and
(a)&nbsp;Cingular shall have no liability or obligation to any other party hereto in
respect of this Amendment, (b)&nbsp;AT&#038;T and AT&#038;T PCS shall have no liability or
obligation to any other party hereto in respect of this Amendment other than
for any non-compliance with the standstill provisions of Section&nbsp;B.2 hereof,
and (c)&nbsp;CBI and CBW shall have no liability or obligation to any other party
hereto in respect of this Amendment other than for any non-compliance with
Sections&nbsp;B.7, B.9(g) or B.12 hereof.


<P align="left" style="font-size: 10pt">15. Subject to the Consummation, Cingular agrees to provide any assistance it
deems reasonable upon request by CBI, CBW and/or the Company in order for them
to establish, maintain and operate international roaming arrangements and
relationships.


<P align="left" style="font-size: 10pt">16. Upon Consummation, the parties agree to continue in effect the National
Account Carrier Agreement between Company and AT&#038;T Wireless Services National
Accounts, Inc. (&#147;AWSNA&#148;), effective as of October&nbsp;16, 1998, as amended, but
only as to those provisions thereof which address the support of &#147;National
Accounts&#148; (as that term is defined in the National Account Carrier Agreement)
existing as of the Effective Date. Specifically, provisions of the National
Account Carrier Agreement which permit AWSNA to refer additional National
Accounts to Company (including without limitation, Section&nbsp;1 thereof) shall not
apply following Consummation; provided, however, that AWSNA and/or Cingular
shall have the right to continue to submit &#147;Customer Service Requests&#148; (as
defined in the National Account Carrier Agreement) to add &#147;Users&#148; (as defined
in the National Account Carrier Agreement) with respect to existing National
Accounts. The National Account Carrier Agreement shall terminate, and be of no
further force or effect, upon the termination or expiration of AWSNA&#146;s last
remaining



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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">&#147;National Account Agreement&#148; (as defined in the National Account
Carrier Agreement) with a National Account existing as of the Effective Date.


<P align="left" style="font-size: 10pt">17. Company agrees to discontinue broadcasting the 2049 SOC code within the
Cincinnati and Dayton BTAs within ninety (90)&nbsp;days following Consummation. If
a potential customer impact is identified, the parties agree to discuss whether
there are ways in which the customer impact caused by the discontinuation can
be minimized or eliminated. During the foregoing ninety (90)&nbsp;day period,
Company shall ensure that its customers do not partner with or otherwise favor
Cingular System Identification (&#147;SID&#148;)/Billing Identification (&#147;BID&#148;) codes.
During the thirty (30)&nbsp;month period following Consummation, Cingular agrees
that it will not broadcast the 2049 SOC code within the Cincinnati and Dayton
BTAs. Cingular shall endeavor to provide to Company 90&nbsp;days notice prior to
resuming the use of 2049 SOC code within the Cincinnati and Dayton BTAs.


<P align="left" style="font-size: 10pt">18. Upon the Consummation, as provided in Section&nbsp;B.11 above and without
limiting the generality of Section&nbsp;B.11, the parties have agreed that the
Global Signaling Network ISUP Services Agreement, dated July&nbsp;13, 2000, between
Global Signaling Network, Inc. (an affiliate of AT&#038;T) and Company, and the
North American Cellular Network Services Agreement, dated July&nbsp;13, 2000,
between North American Cellular Network, Inc. (an affiliate of AT&#038;T) and
Company (collectively, the &#147;Signaling Agreements&#148;), together with the
Transition Agreement, dated as of October&nbsp;16, 2003, between AT&#038;T and Company
(the &#147;Transition Agreement&#146;), shall terminate and be of no further force or
effect, to the extent that each such agreement has not already terminated.
Notwithstanding the foregoing, during the six (6)&nbsp;month period following
Consummation, the parties agree as follows:



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>AT&#038;T shall use commercially reasonable efforts to transfer to
Company, as soon as practicable (e.g., taking into consideration
obtaining all required approvals therefor), the signaling point
codes currently assigned to the &#147;TMDA Switches&#148; (as defined in the
Transition Agreement) within the Cincinnati and Dayton BTAs,
whereupon Company shall assume full responsibility for the ownership
and maintenance of such signaling point codes (including any and all
costs associated therewith). All costs and expenses incurred in
connection with the foregoing transfer shall be shared equally by
AT&#038;T and Company.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>AT&#038;T will permit Company to use such signaling point codes.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>AT&#038;T agrees to provide any assistance reasonably required by
Company to transition away from the services provided under the
Signaling Agreements; provided, however, that to the extent that
such transition assistance includes the provision of services
contemplated under the Signaling Agreements, the applicable terms
and conditions of such Signaling Agreements (including fees and
payment terms thereunder) shall apply to such transition assistance.
Except for amounts payable by Company under the Signaling
Agreements, each party shall bear its own costs and expenses
associated with the foregoing transition.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Cingular and the Company agree to enter into discussions
regarding a potential direct connection between the Company network
and Cingular&#146;s network;</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">22
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>provided, however, that the parties further
agree that there shall be no obligation on either party to agree to
any such direct connection.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">19. In the event that the Consummation does not occur prior to December&nbsp;31,
2004, the Roaming Administration Service Agreement, dated as of December&nbsp;31,
1998, between AT&#038;T and Company (the &#147;RASA&#148;), shall terminate as of December&nbsp;31,
2004 (pursuant to the notice of termination previously provided to Company),
and be of no further force or effect. If the Consummation occurs prior to
December&nbsp;31, 2004, the parties agree to continue the RASA in effect for the
period of time ending six (6)&nbsp;months following Consummation, at which point the
RASA shall terminate and be of no further force or effect. During such period
of time, Company shall continue to have access to those Intercarrier Roaming
Services Agreements (as provided for in Section&nbsp;1 of the RASA) that it had
access to immediately prior to Consummation, unless and until (a)&nbsp;each such
Intercarrier Roaming Services Agreement expires or is terminated or amended for
any reason, (b)&nbsp;the applicable &#147;Other Wireless Carrier&#148; (as defined in the
RASA) revokes its consent to extend the Intercarrier Roaming Services Agreement
to Company, or (c)&nbsp;Company negotiates a separate roaming relationship with the
applicable Other Wireless Carrier. Notwithstanding the foregoing, Company
agrees to use its best efforts to transition away from each Intercarrier
Roaming Services Agreement with each Other Wireless Carrier covered by the RASA
as soon as possible following Consummation. To the extent that Cingular is
aware of the impending expiration, termination or amendment of an Intercarrier
Roaming Services Agreement (or revocation of an Other Wireless Carrier&#146;s
consent), Cingular shall endeavor to provide notice thereof to Company. Upon
the termination of Company&#146;s access to an Intercarrier Roaming Services
Agreement, Cingular&#146;s obligation to provide Roaming Administration Services
with respect to the applicable Other Wireless Carrier shall also terminate.
Company acknowledges that Cingular&#146;s agreement to extend the RASA beyond
Consummation is solely for the convenience of Company and shall not be
construed in any way to obligate Cingular to continue in effect any such
Intercarrier Roaming Services Agreements or to obtain the consent of any
applicable Other Wireless Carrier to continue to extend its Intercarrier
Roaming Services Agreement to Company. Without limiting the generality of the
foregoing, from and after the Effective Date, no additional providers will be
added to the list of Other Wireless Carriers, whether or not such Other
Wireless Carriers agree to extend their relationships to Company. During the
period of time following the Effective Date and prior to Consummation (or
December&nbsp;31, 2004, if earlier), AT&#038;T shall provide any commercially reasonable
assistance requested by Company to transition the provision of the Roaming
Administration Services (as defined in Section&nbsp;2 of the RASA) to Company. Both
parties acknowledge and agree that the RASA, and Company&#146;s access to
Intercarrier Roaming Services Agreements with Other Wireless Carriers, only
applies to TDMA-based wireless telecommunications service/systems.


<P align="left" style="font-size: 10pt">20. Each party hereto represents that (a)&nbsp;it has the corporate or limited
liability company power and authority necessary to execute and deliver this
Amendment and to perform its obligations hereunder, (b)&nbsp;the execution, delivery
and performance by such party of this Amendment have been duly and validly
authorized by all necessary corporate or limited liability company action in
respect thereof, (c)&nbsp;the execution, delivery and performance by such
party of this Amendment will not conflict with the terms of any material
agreement, law, order or instrument binding upon such party, and (d)&nbsp;the
execution, delivery and performance by such party of this Amendment do not
require any consent, declaration to, or filing with any governmental authority
or any other Person that has not been obtained.



<P align="center" style="font-size: 10pt">23
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">21. All other terms and conditions of the Agreement in all other respects
remain unmodified and in full force and effect.



<P align="center" style="font-size: 10pt">&#091;SIGNATURE PAGE FOLLOWS&#093;



<P align="center" style="font-size: 10pt">24
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first above written.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">AT&#038;T WIRELESS PCS, LLC</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">By AT&#038; T WIRELESS SERVICES, INC.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Its Manager</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="50%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="50%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="50%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">AT&#038;T WIRELESS SERVICES, INC.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="50%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="50%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="50%"></TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">25
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">CINCINNATI BELL WIRELESS</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">HOLDINGS LLC</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="50%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="50%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="50%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">CINCINNATI BELL INC.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">For the limited purposes of Sections<br>
A.19, A.22, A.23, B.1, B.2, B.3, B.5, B.6,<br>
B.8, B.9, B.10, B.11, B.12, B.13, B.14, <br>
B.15, B.19, B.20 and B.21 hereof</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="50%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="50%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="50%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">CINCINNATI BELL WIRELESS LLC</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="50%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="50%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="50%"></TD>
</TR>


<!-- End Table Body -->
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    <TD colspan="3" valign="top" align="left">CINGULAR WIRELESS LLC</TD>
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    <TD colspan="3" valign="top" align="left">For the limited purposes of <br>
Sections&nbsp;B.1, B.3, B.5, B.6, <br>
B.8, B.9, B.10, B.11, B.12, B.13,<br>
B.14, B.15, B.16, B.17, B.18, B.19, <br>
B.20 and B.21 hereof:</TD>
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