IWO HOLDINGS INC
10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>mv12-20ex10_2.txt
<DESCRIPTION>10.2
<TEXT>
                                                                  Exhibit 10.2

                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE

                     This Settlement Agreement and Mutual Release (this
"AGREEMENT") is entered into as of December 16, 2004, by and among SPRINT
SPECTRUM L.P., a Delaware limited partnership ("SPRINT PCS"), SPRINT
COMMUNICATIONS COMPANY L.P., a Delaware limited partnership, WIRELESSCO, L.P., a
Delaware limited partnership, (together with Sprint PCS, the "SPRINT PARTIES,"),
and INDEPENDENT WIRELESS ONE CORPORATION, a Delaware corporation ("IWO"), and
IWO HOLDINGS, INC., a Delaware corporation ("IWO HOLDINGS"), (together with IWO,
the "IWO PARTIES").

                     IWO entered into a Management Agreement, a Services
Agreement and two Trademark and Service Mark License Agreements with the Sprint
Parties, dated and effective as of February 9, 1999 (each agreement, together
with all addenda and amendments, being the "MANAGEMENT AGREEMENT," the "SERVICES
AGREEMENT" and two "TRADEMARK AND SERVICE MARK LICENSE AGREEMENTS" and
collectively, the "SPRINT AGREEMENTS").

                     The Parties (in the singular, "PARTY") desire to resolve
and release claims specified in this Agreement, whether known or unknown, that
any Party might have against any of the other Parties that arose on or before
the Effective Date (defined below) of this Agreement, including certain claims
that arise out of any actual or claimed actions or inactions of any Party on or
before the Effective Date of this Agreement, except as provided in this
Agreement. The Parties agree to take the actions set forth in this Agreement to
avoid the expense and delay inherent in further negotiations and possible
litigation concerning their business relationship.

                     In consideration of the mutual promises set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Parties agree as follows:

           1. ADDENDUM. The IWO and the Sprint Parties will execute and deliver
an addendum to the Sprint Agreements in the form attached to this Agreement (the
"ADDENDUM") contemporaneously with the Parties' execution and delivery of this
Agreement.

           2. EFFECTIVE DATE.

                     (A) EFFECTIVE DATE DEFINITION. The Parties are executing
           this Agreement as of the date noted above, but the terms of this
           Agreement will become effective on the day that all of the conditions
           set forth below in Section 2(b) (the "CONDITIONS") are satisfied, or
           waived by Sprint PCS and IWO in writing, (the "EFFECTIVE DATE"(1)),
           except that Sections 2, 6, 10, 12, 13, 14, 15, 16 and 17 will become
           effective immediately upon execution of this Agreement by the IWO
           Parties and the Sprint Parties without condition. If the Conditions
           are not satisfied or waived by Sprint PCS and IWO in writing by March
           15, 2005, this Agreement will become null and void.


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(1) The Parties expect and intend that the Effective Date of this Agreement will
be the Consummation Date of the Plan (as defined below).
<PAGE>
           (B) CONDITIONS. The following are the Conditions to this Agreement
becoming effective as described above in Section 2(a):

                               (i) IWO Holdings will have obtained acceptances
                     from holders of its 14% Senior Notes due 2011 (the "NOTES")
                     that hold collectively at least two-thirds in dollar amount
                     and more than one-half in number of the Notes held by
                     holders that voted to accept or reject the joint plan of
                     reorganization (the "PLAN") of IWO Holdings and IWO,
                     pursuant to a solicitation conducted in compliance with all
                     applicable laws, and IWO and IWO Holdings will have filed
                     voluntary petitions commencing cases under Chapter 11 of
                     the Bankruptcy Code (the "BANKRUPTCY CASES") in the United
                     States Bankruptcy Court for the District of Delaware (the
                     "BANKRUPTCY COURT").

                               (ii) The Plan and all accompanying solicitation
                     and disclosure materials will be acceptable to Sprint PCS
                     in its reasonable discretion. The Plan will provide for the
                     approval of the compromise and settlement reflected in this
                     Agreement and the assumption of the Sprint Agreements, as
                     amended by the Addendum.

                               (iii) [Intentionally Omitted].

                               (iv) In the Bankruptcy Cases,

                                            (A) the Bankruptcy Court will have
                                 granted a motion

                                                       (1) authorizing IWO and
                                            IWO Holdings to continue doing
                                            business with the Sprint Parties in
                                            the ordinary course during the
                                            Bankruptcy Cases, and

                                                       (2) excusing the Sprint
                                            Parties from compliance with
                                            Sections 2, 4, 6(b) and 6(d) of the
                                            Consent and Agreement dated December
                                            16, 1999, between IWO, the Sprint
                                            Parties and J.P. Morgan Chase, N.A.
                                            (the "CONSENT AND AGREEMENT") until
                                            the earliest of the following dates:
                                            (a) the Effective Date, (b) the date
                                            on which the Bankruptcy Cases are
                                            dismissed, and (c) March 15, 2005;

                                                       (B) the Plan will have
                                            been confirmed pursuant to Section
                                            1129 of the Bankruptcy Code, and the
                                            effective date of the Plan will have
                                            occurred;

                                                       (C) the Consent and
                                            Agreement will have been terminated
                                            by written agreement of the parties
                                            to that agreement;

                                                       (D) all amounts owed to
                                            the Sprint Parties pursuant to the
                                            Sprint Agreements and this Agreement
                                            will have been paid in full; except
                                            any amount owed for the second
                                            "true-up" payment under Section
                                            3(d), and


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<PAGE>
                                                       (E) all amounts owed to
                                            the IWO Parties pursuant to the
                                            Sprint Agreements and this Agreement
                                            will have been paid in full, except
                                            any amount owed for the second
                                            "true-up" payment under Section
                                            3(d).

                               (v) The Plan, any disclosure statement filed in
                     the Bankruptcy Cases pursuant to Section 1125 of the
                     Bankruptcy Code, and any motion or application filed by IWO
                     or IWO Holdings in furtherance of the requirements of
                     Section 2(b)(iv) above will be acceptable to Sprint PCS in
                     its reasonable discretion.

                               (vi) Any order confirming the Plan, approving any
                     disclosure statement, or authorizing any action or relief
                     described above in Section 2(b)(iv) will be acceptable to
                     Sprint PCS in its reasonable discretion.

                               (vii) The IWO Parties will have paid the Sprint
                     Parties the amounts owed to the Sprint Parties under the
                     Sprint Agreements after October 31, 2004 (other than
                     disputed amounts), when due.

                               (viii) The Sprint Parties will have executed and
                     delivered to the IWO Parties a "bring-down" release
                     substantially in the form of Section 4(a) relating to
                     claims arising on or before the Effective Date; provided,
                     however, that such "bring-down" release shall not release
                     (A) any obligations owed under this Agreement, (B) any
                     obligations arising after October 31, 2004 in the ordinary
                     course of the Parties' performance under the Sprint
                     Agreements, or (C) any indemnification claims of the type
                     referenced in the first clause of Section 5(c).

                               (ix) The IWO Parties will have executed and
                     delivered to the Sprint Parties a "bring-down" release
                     substantially in the form of Section 4(b) relating to
                     claims arising on or before the Effective Date, which
                     release will have been approved by the Bankruptcy Court and
                     will specifically release claims that the IWO Parties'
                     bankruptcy estates may have or claim to have against the
                     Sprint Released Parties (as defined below), including but
                     not limited to claims and causes of action arising under
                     Chapter 5 of the Bankruptcy Code; provided, however, that
                     such "bring-down" release shall not release (A) any
                     obligations owed under this Agreement, (B) any obligations
                     arising after October 31, 2004 in the ordinary course of
                     the Parties' performance under the Sprint Agreements, or
                     (C) any indemnification claims of the type referenced in
                     the first clause of Section 5(c).

                     (C) PROCEDURE UPON PARTY'S APPEAL. If any person files an
           appeal of the order of the Bankruptcy Court confirming the Plan, the
           Sprint Parties and the IWO Parties will cooperate and use
           commercially reasonable efforts to challenge or otherwise cause the
           withdrawal, dismissal or affirmance of the appeal. None of the Sprint


                                       3
<PAGE>
           Parties or the IWO Parties will cooperate with, facilitate or support
           the efforts of any person who files any such appeal.

           3. SETTLEMENT PAYMENT; SPRINT PCS "TRUE-UP" PAYMENTS.

                     (A) IWO SETTLEMENT PAYMENT. IWO, on behalf of itself and
           the other IWO Parties will pay Sprint PCS, on its own behalf and on
           behalf of the other Sprint Parties, $6,000,000.

                     (B) SPRINT PCS FIRST "TRUE-UP" PAYMENT. Sprint PCS, on
           behalf of itself and the other Sprint Parties, will pay IWO, on its
           behalf and on behalf of the other IWO Parties, the amount by which
           (i) applying the terms of the Addendum with respect to the monthly
           payments that would be paid under the Sprint Agreements (and not with
           respect to the weekly management fee payments), (A) the amount Sprint
           PCS would have paid IWO under the Sprint Agreements between November
           1, 2004, and December 31, 2004 (as reflected in December 2004 and
           January 2005 settlement and billing activity), minus (B) the sum of
           (1) the amount IWO would have paid Sprint PCS under the Sprint
           Agreements between November 1, 2004, and December 31, 2004 (as
           reflected in December 2004 and January 2005 settlement and billing
           activity), plus (2) $550,000 (for the amounts that Sprint PCS billed
           to IWO for services rendered or goods provided before November 1,
           2004 that IWO disputed after October 31, 2004 (the "DECEMBER DISPUTED
           AMOUNTS"), which are described on Exhibit A to this Agreement),
           exceeds (ii) the amount Sprint PCS paid IWO minus the amount IWO paid
           Sprint PCS under the Sprint Agreements between November 1, 2004, and
           December 31, 2004 (as reflected in December 2004 and January 2005
           settlement and billing activity). If the amount represented in clause
           (ii) in the preceding sentence is greater than the amount represented
           in clause (i) in the preceding sentence, then IWO, on behalf of
           itself and the other IWO Parties, will pay Sprint PCS, on its behalf
           and on behalf of the other Sprint Parties, the amount of the
           difference.

                     (C) METHOD OF PAYMENT. The payments required under Sections
           3(a) and 3(b) will be made on the Effective Date by netting those
           amounts. The Party owing the net difference will pay the difference
           to the other Party via wire transfer to the account designated by the
           receiving Party.

                     (D) SPRINT PCS SECOND "TRUE-UP" PAYMENT. Sprint PCS, on
           behalf of itself and the other Sprint Parties, will pay IWO, on its
           behalf and on behalf of the other IWO Parties, for the period between
           January 1, 2005 and the last day of the last calendar month for which
           the pre-Addendum billing and settlement process was in effect (the
           "SECOND TRUE-UP PERIOD"), the amount by which (i) applying the terms
           of the Addendum with respect to the monthly payments that would be
           paid under the Sprint Agreements (and not with respect to the weekly
           management fee payments), the amount Sprint PCS would have paid IWO
           minus the amount IWO would have paid Sprint PCS under the Sprint
           Agreements during the Second True-up Period (as reflected in the


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<PAGE>
           settlement and billing activity for February 2005 through the
           calendar month after the end of the Second True-up Period), exceeds
           (ii) the amount Sprint PCS paid IWO minus the amount IWO paid Sprint
           PCS under the Sprint Agreements during the Second True-up Period (as
           reflected in the settlement and billing activity for February 2005
           through the calendar month after the end of the Second True-up
           Period). If the amount represented in clause (ii) in the preceding
           sentence is greater than the amount represented in clause (i) in the
           preceding sentence, then IWO, on behalf of itself and the other IWO
           Parties, will pay Sprint PCS, on its behalf and on behalf of the
           other Sprint Parties, the amount of the difference. The payment
           required under this Sections 3(d) will be made within 90 days after
           the Effective Date. The Party owing the difference will pay the
           difference to the other Party via wire transfer to the account
           designated by the receiving Party.

           4. GENERAL RELEASES.

                      (A) SPRINT RELEASE OF THE IWO PARTIES. Except as provided
           in Section 5, each of the Sprint Parties releases and forever
           discharges the IWO Parties and each of their respective officers,
           directors, shareholders, partners, members, subsidiaries, employees,
           agents and representatives (the "IWO RELEASED PARTIES") from all
           liabilities, claims, attorneys' fees, damages, injuries, causes of
           action, and losses of any kind that any of the Sprint Parties ever
           had, now has, may assert or may in the future claim to have against
           any of the IWO Released Parties by reason of any act, failure to act,
           cause or matter occurring or existing on or before October 31, 2004,
           concerning or related to the Sprint Agreements and the Consent and
           Agreement ("SPRINT CLAIMS"); except that the Sprint Parties do not
           release, and the Sprint Parties expressly reserve, all Sprint Claims
           against any IWO Released Party that arise from or relate to matters
           unrelated to the IWO Parties, the Sprint Agreements, the Consent and
           Agreement or the Bankruptcy Cases.

                      (B) IWO RELEASE OF THE SPRINT PARTIES. Except as provided
           in Section 5, each of the IWO Parties releases and forever discharges
           the Sprint Parties and their respective officers, directors,
           shareholders, partners, members, subsidiaries, employees, agents and
           representatives (the "SPRINT RELEASED PARTIES") from all liabilities,
           claims, attorneys' fees, damages, injuries, causes of action, and
           losses of any kind that any of the IWO Parties ever had, now has, may
           assert or may in the future claim to have against any of the Sprint
           Released Parties by reason of any act, failure to act, cause or
           matter occurring or existing on or before October 31, 2004,
           concerning or related to the Sprint Agreements and the Consent and
           Agreement ("IWO CLAIMS" and together with Sprint Claims, the
           "CLAIMS"), except that the IWO Parties do not release, and they
           hereby expressly reserve, all IWO Claims against any Sprint Released
           Party that arise from or relate to matters unrelated to the Sprint
           Parties, the Sprint Agreements, the Consent and Agreement or the
           Bankruptcy Cases.

                      (C) COMPLETE RELEASE. Except as provided in Sections 5 and
           13(a), this Agreement constitutes the complete compromise,
           settlement, accord and satisfaction of all of the Claims with no
           reservation of any rights or claims, whether stated or implied.


                                       5
<PAGE>
           5. EXCEPTIONS TO RELEASED CLAIMS.

                      (A) RIGHT TO COLLECT BUSINESS ACTIVITY AMOUNTS. The
           releases set forth in Section 4 do not affect the Parties' rights to
           bill, collect and settle amounts for or that relate to services
           rendered and goods provided under the Sprint Agreements in the
           ordinary course of business and in accordance with past practice,
           except with respect to the claims described on Exhibit B to this
           Agreement, and except that the terms of the Addendum will be given
           effect with respect to business activity after October 31, 2004. IWO
           will pay Sprint PCS $550,000 for the the December Disputed Amounts on
           the Effective Date in the first "true-up" payment in the manner
           described in Section 3(b). The IWO Parties agree that any amounts
           described in the two preceding sentences that are not paid by the IWO
           Parties to the Sprint Parties before the effective date of the Plan
           will not be released by the releases included in or required by this
           Agreement. In addition, the IWO Parties acknowledge and agree that
           any such unpaid amounts will constitute Allowed Administrative Claims
           or Allowed General Unsecured Claims, as such terms are defined in the
           Plan, so that notwithstanding the discharge of the IWO Parties'
           debts, the Sprint Parties will be entitled to payment of such amounts
           in full.

                      (B) FUTURE CLAIMS. Except as provided in Sections
           2(c)(viii), 2(c)(ix) or 5(a), nothing in this Agreement constitutes a
           release by any Party of claims arising after October 31, 2004,
           including without limitation future claims arising under the
           Management Agreement after giving effect to the Addendum that becomes
           effective as of the Effective Date.

                      (C) INDEMNIFICATION. Notwithstanding the releases set
           forth in this Agreement, this Agreement does not waive the Sprint
           Parties' and the IWO Parties' respective rights and responsibilities
           under section 13 of the Management Agreement with respect to
           indemnification for claims brought by third parties arising on or
           before October 31, 2004, except that this Agreement does waive the
           Sprint Parties' and the IWO Parties' respective rights to make
           indemnity claims based on the provision of services by third parties
           under the Sprint Agreements. No Sprint Party or IWO Party is aware of
           any indemnity right that presently exists under section 13 of the
           Management Agreement.

                      (D) MOST FAVORED NATION. This Agreement does not waive,
           modify or release any of IWO's rights under the new section 1.10 of
           the Management Agreement, even if the changes to an Other Manager's
           Management Agreement are in settlement of that Other Manager's claims
           that are similar to claims that IWO is releasing under this
           Agreement.

           6. REPRESENTATIONS AND WARRANTIES. Each of the Parties represents and
warrants to the other Parties that:

                      (A) it has not commenced any action or proceeding against
           any other Party concerning any of the Claims, before any agency or
           other governmental authority, at law, in equity, in arbitration, or
           otherwise;

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<PAGE>
                      (B) no promise, inducement or agreement not expressed in
           this Agreement or the Addendum has been made;

                      (C) it has the full right, power and authority to enter
           into this Agreement, and to perform according to the terms of this
           Agreement;

                      (D) the Party is an entity duly organized, validly
           existing and in good standing under the laws of the jurisdiction of
           its organization;

                      (E) neither the execution, delivery and performance of
           this Agreement, nor the consummation by the Party of the transactions
           contemplated by this Agreement, will conflict with, violate or result
           in a breach of:

                                 (i) any law, regulation, order, writ,
                      injunction, decree, determination or award of any
                      governmental authority or any arbitrator, applicable to
                      the Party, or

                                 (ii) any of the terms, conditions or provisions
                      of the certificate of limited partnership or certificate
                      or articles of incorporation or bylaws (or other governing
                      documents) of the Party, or

                                 (iii) any material agreement of the Party, or

                                 (iv) any material instrument to which the Party
                      is or may be bound or to which any of its material
                      properties or assets is subject;

                      (F) it has obtained all necessary consents and approvals
           required to enter into this Agreement;

                      (G) there are no actions, suits, proceedings or
           investigations pending or, to the knowledge of the Party, threatened
           against or affecting the Party or any of its properties, assets or
           businesses in any court or before or by any governmental agency that
           could, if adversely determined, reasonably be expected to have a
           material adverse effect on the Party's ability to perform its
           obligations under this Agreement and the Addendum;

                      (H) it has negotiated the terms of this Agreement, and
           this Agreement is the result of arms-length negotiations between the
           Parties and their respective attorneys; and

                      (I) it has not assigned or otherwise transferred any
           interest in any of the Claims.

           7. COVENANT NOT TO SUE OR ASSIST THIRD PARTIES. Except for claims for
indemnification and contribution described in Sections 5(d) and 9, no Party will
(a) commence or in any manner seek relief against another Party through any suit
or proceeding arising, based upon, or relating to any of the Claims, or (b)
voluntarily become a party to any suit or proceeding arising from or in
connection with an attempt by or on behalf of any third party to enforce or
collect an amount based on a Claim. Nor will any Party assist the efforts of any


                                       7
<PAGE>
third party attempting to enforce or collect an amount based on a Claim, unless
required to do so by a court of competent jurisdiction.

           8. CONTRACT. The Parties understand that the terms in this Agreement
are binding contractual commitments and not mere recitals, and that the Parties
are not relying upon any statement or representation made by any Party released,
any such Party's agents or attorneys, or any other person, concerning the
nature, extent or duration of any injuries or damages, or concerning any other
thing or matter, but are relying solely and exclusively upon their own
knowledge, belief and judgment.

           9. INDEMNIFICATION. The Sprint Parties and the IWO Parties will
indemnify, hold harmless and defend each other against all claims, demands,
judgments, causes of action, losses, costs, damages, penalties, fines, taxes,
expenses or liabilities, including reasonable attorneys' fees and costs of
defense, brought against or incurred by them, arising from or in connection with
an attempt by or on behalf of any third party to enforce or collect an amount
based on a Claim.

           10. EXPENSES. The Parties will pay their own expenses and attorneys'
fees incurred in connection with the negotiation and execution of this Agreement
and the Addendum.

           11. ADDITIONAL FACTS. The Parties are aware that they may after the
date of this Agreement discover claims or facts in addition to or different from
those they now know or believe to be true with respect to Claims. Nevertheless,
except as set forth in Section 5, it is the intention of the Parties to fully,
finally and forever settle and release all such claims, including claims for
damages and losses that are presently unknown or unanticipated. In furtherance
of this intention, the releases given in this Agreement are and will remain in
effect as full and complete mutual releases of Claims, except as set forth in
Section 5, notwithstanding the discovery or existence of any additional or
different facts relative to them. Each Party assumes the risk of any mistake in
executing this Agreement and furnishing the releases set forth in this
Agreement. Without limiting the generality of the previous sentences in this
Section 11, each Party waives and relinquishes any right or benefit that such
Party has or might have under any provision of statutory or non-statutory law
that might provide that a release does not extend to claims that a person does
not know or suspect to exist at the time of execution of the release that, if
known, would or may have materially affected the decision to give the release.

           12. WAIVERS. No waiver by a Party of any breach of or default under
this Agreement will be deemed to be a waiver of any other breach or default of
any kind or nature of this Agreement. No acceptance of payment or performance by
a Party after any such breach or default will be deemed to be a waiver of any
breach or default of this Agreement, whether or not such Party knows of such
breach or default at the time it accepts such payment or performance. No failure
or delay on the part of a Party to exercise any right it might have will prevent
the exercise of that right by that Party at any time the other Party continues
to be in default, and no such failure or delay will operate as a waiver of any
default.

           13. ENFORCEMENT OF AGREEMENT; INJUNCTIVE RELIEF.


                                       8
<PAGE>
                      (A) The releases given in this Agreement do not include a
           release of any liabilities, claims, damages, injuries or losses that
           may arise under this Agreement.

                      (B) Each Party acknowledges and agrees that in the event
           of any breach of this Agreement, the non-breaching Party or Parties
           may be irreparably harmed and may not be made whole by monetary
           damages. Accordingly, the Parties, in addition to any other remedy to
           which they may be entitled, will be entitled to seek injunctive or
           other equitable relief in any court of competent jurisdiction to the
           extent permitted by applicable law.

                      (C) Each Party waives, to the fullest extent permitted by
           law, the right to trial by jury in any legal proceeding arising out
           of or relating to the enforcement of this Agreement.

                      (D) The prevailing Party will be entitled to recover from
           the opposing Party its expenses (including reasonable attorneys' fees
           and costs) incurred in connection with any claim, action or lawsuit
           brought to enforce this Agreement.

           14. ASSIGNMENT. No Party may assign any of its rights under this
Agreement or delegate its duties under it to any person or entity not a Party
unless it obtains the prior written consent of the other Parties to this
Agreement, which consent may be withheld at such other Party's absolute
discretion.

           15. LIMITATION ON RIGHTS OF OTHERS. Nothing in this Agreement,
whether express or implied, will be construed to give any person other than the
Parties any legal or equitable right, remedy or claim under or in respect of
this Agreement.

           16. DISCLOSURE. The parties acknowledge that the terms and provisions
of this Agreement are proprietary but it is understood that its terms and
provisions may and will be disclosed as required to implement the restructuring
of the IWO Parties and such disclosure may include, without limitation, filings
with the SEC and the Bankruptcy Court and distribution to creditors.

           17. OTHER PROVISIONS.

                      (A) GOVERNING LAW. All issues and questions concerning the
           construction, validity, enforcement and interpretation of this
           Agreement will be governed by and construed under Kansas law and
           applicable bankruptcy law, without giving effect to any choice of law
           or conflict of law rules or provisions (whether of Kansas or any
           other jurisdiction) that would cause the application of the laws of
           any jurisdiction other than Kansas.

                      (B) JURISDICTION.

                                 (i) During the pendency of the Bankruptcy
                      Cases, each Party irrevocably and unconditionally submits
                      to the exclusive jurisdiction of the Bankruptcy Court and
                      any appellate court from such court, in any suit, action
                      or proceeding arising out of or relating to this


                                       9
<PAGE>
                      Agreement. Before the commencement of the Bankruptcy Cases
                      or after the effective date of the Plan, each Party
                      irrevocably and unconditionally submits to the
                      non-exclusive jurisdiction of (A) any Kansas state court
                      located in the County of Johnson or (B) the United States
                      District Court for the District of Kansas, and any
                      appellate court from any such court, in any suit, action
                      or proceeding relating to the Addendum or other course of
                      dealing between the Parties occurring after such date.
                      With respect to such suit, action or proceeding
                      contemplated under this Section 17(b), each Party
                      irrevocably waives, to the fullest extent permitted by
                      law, the right to object that such court does not have
                      jurisdiction over such party.

                                 (ii) Except during the period of the Bankruptcy
                      Court's exclusive jurisdiction, each Party irrevocably and
                      unconditionally waives, to the fullest extent it may
                      legally do so, any objection that it may now or later have
                      to the venue of any suit, action or proceeding arising out
                      of or relating to this Agreement in a Kansas state court
                      located in the County of Johnson or the United States
                      District Court for the District of Kansas. Each Party
                      irrevocably waives, to the fullest extent permitted by
                      law, the defense of an inconvenient forum to the
                      maintenance of such suit, action or proceeding in any such
                      court.

                      (C) ENTIRE AGREEMENT; BINDING EFFECT. This Agreement and
           the Addendum constitute the entire agreement between the Parties with
           respect to the subject matter they cover and supersede all prior
           agreements, negotiations, representations and discussions between the
           Parties with respect to the subject matter they cover. On the
           Effective Date, this Agreement will be binding on and inure to the
           benefit of the Parties and their respective successors and assigns.

                      (D) CONSTRUCTION. The Parties participated in the
           negotiation and drafting of this Agreement. If any ambiguity or
           question of intent or interpretation arises, the Parties intend that
           (i) this Agreement be construed as if they had drafted it together,
           and (ii) no presumption or burden of proof arises favoring or
           disfavoring any Party by virtue of its role in drafting any provision
           of this Agreement. All pronouns and any variations of pronouns used
           in this Agreement refer to the masculine, feminine or neuter,
           singular or plural as the identity of the person or persons require.

                      (E) SEVERABILITY. Every provision of this Agreement is
           intended to be severable. If any term or provision of this Agreement
           is illegal, invalid or unenforceable for any reason whatsoever, that
           term or provision will be enforced to the maximum extent permissible
           so as to effect the intent of the Parties, and such illegality,
           invalidity or unenforceability will not affect the validity, legality
           or enforceability of the remainder of this Agreement.

                      (F) AMENDMENT. Any amendment to this Agreement must be in
           a written document signed by the Parties and must state the intent of
           the Parties to amend this Agreement.


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<PAGE>
                      (G) NO ADMISSION OF LIABILITY. It is expressly understood
           and agreed that this Agreement is a compromise of disputed claims and
           that execution of, making of payments under, and performing of
           obligations under this Agreement are not to be construed as an
           admission of liability on the part of any Party.

                      (H) COUNTERPARTS. This Agreement may be signed in
           counterpart or duplicate copy and by facsimile signature, and any
           signed counterpart, duplicate or facsimile copy is equivalent to a
           signed original for all purposes.


            [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.]









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<PAGE>
EACH PARTY HAS COMPLETELY READ THE TERMS OF THIS AGREEMENT, FULLY UNDERSTANDS
THEM AND VOLUNTARILY ACCEPTS THEM FOR THE PURPOSE OF MAKING FULL AND FINAL
COMPROMISE, ADJUSTMENT AND SETTLEMENT OF ALL CLAIMS, DISPUTED OR OTHERWISE, IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT

           The Parties have executed this Agreement on the date first above
written.

                                SPRINT SPECTRUM L.P.

                                By:
                                    -------------------------------------------
                                    Name:
                                    Title:



                                WIRELESSCO, L.P.

                                By:
                                    -------------------------------------------
                                    Name:
                                    Title:



                                SPRINT COMMUNICATIONS COMPANY L.P.

                                By:
                                    -------------------------------------------
                                    Name:
                                    Title:





                                       12
<PAGE>
                                INDEPENDENT WIRELESS ONE CORPORATION

                                By:
                                    -------------------------------------------
                                    Name:
                                    Title:



                                IWO HOLDINGS, INC.

                                By:
                                    -------------------------------------------
                                    Name:
                                    Title:














                                       13
<PAGE>
                                    EXHIBIT A

                            DECEMBER DISPUTED AMOUNTS
             BASED ON NOVEMBER, 2004 BILLING AND SETTLEMENT ACTIVITY


<TABLE>
<CAPTION>
------ -------- ---------- ------------ ------------- ---------------- -------------------- ---------------------------------
REGION BUS UNIT    ITEM    INVOICE DATE    DUE DATE     INVOICE AMOUNT      DISPUTED AMT        DISPUTE DESCRIPTION
------ -------- ---------- ------------ ------------- ---------------- -------------------- ---------------------------------
<S>    <C>      <C>        <C>          <C>           <C>              <C>                  <C>
North  IW       AFS-017139    11/12/04      12/02/04     $  28,280.59   $   28,280.59       Virgin True-up MAF issue
North  IW       AFS-017104    11/08/04      11/28/04     $ 181,420.83   $   (4,531.98)      Rebate Admin Expense
North  IW       AFS-017188    11/30/04      12/19/04   $ 1,959,259.88   $        150.00     Aafes-Commissions
North  IW       AFS-017188    11/30/04      12/19/04           Listed   $          80.00    Partner-Commissions
North  IW       AFS-017188    11/30/04      12/19/04           Listed   $        990.00     Solution Partners-Commissions
North  IW       AFS-017188    11/30/04      12/19/04           Listed   $   32,909.00       Radioshack-Commissions
North  IW       AFS-017188    11/30/04      12/19/04           Listed   $        335.00     Smlbusdlr-Commissions
North  IW       AFS-017188    11/30/04      12/19/04           Listed   $   (3,227.50)      Natl 3rdComm-Commissions
North  IW       AFS-017188    11/30/04      12/19/04           Listed   $     6,810.04      Instant Rebates
North  IW       AFS-017188    11/30/04      12/19/04           Listed   $     1,979.48      Credit Checks
North  IW       AFS-017188    11/30/04      12/19/04           Listed   $        830.14     Marketing Collateral Destruction
North  IW       AFS-017188    11/30/04      12/19/04           Listed   $ 318,576.11        Premium Services
North  IW       AFS-017188    11/30/04      12/19/04           Listed   $     5,435.63      Rebate Admin Expense
North  IW       AFS-017188    11/30/04      12/19/04           Listed   $     5,065.82      WW Portal Expense
North  IW       AFS-017188    11/30/04      12/19/04           Listed   $   87,431.39       TSI/Illuminet
North  IW       AFS-017197    11/30/04      12/19/04     $ 593,708.35   $ 331,709.24        SBF-National Platform Fee
North  IW       AFS-017197    11/30/04      12/19/04           Listed   $ 117,473.30        SBF-3G Fee
North  IW       AFS-017197    11/30/04      12/19/04           Listed   $ 121,705.10        SBF-IT Fee
                                                                        $1,052,001.35

</TABLE>






                                       14
<PAGE>
                                   EXHIBIT B

                            SPECIFIC RELEASED CLAIMS
<TABLE>
<CAPTION>
INVOICE NUMBER                      PAID                     NOT PAID                              TOTAL
<S>                        <C>                         <C>                               <C>
AFS-012924                            -                       1,159.92                            1,159.92
AFS-013060                            -                      10,588.65                           10,588.65
AFS-013210                            -                      35,290.17                           35,290.17
AFS-013336                            -                      49,852.99                           49,852.99
AFS-013432                            -                      85,221.17                           85,221.17
AFS-013523                            -                     240,265.01                          240,265.01
AFS-013563                    480,389.52                     35,628.29                          516,017.81
AFS-013748                    483,385.20                     42,268.63                          525,653.83
AFS-013876                            -                     540,933.59                          540,933.59
AFS-014009                            -                     554,247.37                          554,247.37
AFS-014174                            -                     565,805.66                          565,805.66
AFS-014319                            -                       3,747.00                            3,747.00
AFS-014400                            -                     135,179.35                          135,179.35
AFS-014409                            -                     575,779.58                          575,779.58
AFS-014445                            -                     306,747.96                          306,747.96
AFS-014562                            -                      78,226.94                           78,226.94
AFS-014566                            -                     582,017.98                          582,017.98
AFS-014674                            -                      18,205.86                           18,205.86
AFS-014693                            -                      12,270.88                           12,270.88
AFS-014739                            -                      93,023.69                           93,023.69
AFS-014758                            -                     588,330.22                          588,330.22
AFS-014859                            -                         245.00                              245.00
AFS-014911                            -                      46,536.99                           46,536.99
AFS-014950                            -                     595,740.39                          595,740.39
AFS-014990                            -                     256,505.91                          256,505.91
AFS-015064                            -                     917,965.52                          917,965.52
AFS-015077                      1,592.73                     99,364.04                          100,956.77
AFS-015095                            -                     602,110.29                          602,110.29
AFS-015266                            -                      38,272.29                           38,272.29
AFS-015360                            -                      83,978.62                           83,978.62
AFS-015378                            -                     652,785.21                          652,785.21
AFS-015517                            -                     134,350.46                          134,350.46
AFS-015574                            -                     158,445.51                          158,445.51
AFS-015592                            -                     645,185.95                          645,185.95
AFS-015697                            -                     261,854.17                          261,854.17
AFS-015716                            -                     483,849.15                          483,849.15
AFS-015752                            -                  (1,489,569.86)                      (1,489,569.86)
AFS-015883                            -                     198,767.53                          198,767.53
AFS-015902                            -                     499,312.10                          499,312.10
AFS-015960                            -                      48,976.58                           48,976.58
AFS-015982                            -                         174.19                              174.19
AFS-015996                            -                     422,345.04                          422,345.04
AFS-016015                            -                     515,831.17                          515,831.17



                                       15
<PAGE>
INVOICE NUMBER                      PAID                     NOT PAID                              TOTAL

AFS-016098                            -                    379,139.73                          379,139.73
AFS-016117                            -                    526,991.30                          526,991.30
AFS-016171                            -                    (27,347.34)                         (27,347.34)
AFS-016249                            -                      1,545.37                            1,545.37
AFS-016265                            -                    351,579.74                          351,579.74
AFS-016284                            -                    394,802.08                          394,802.08
AFS-016310                            -                    514,588.24                          514,588.24
AFS-016321                            -                     91,059.00                           91,059.00
AFS-016326                            -                    141,020.61                          141,020.61
AFS-016373                            -                     69,727.06                           69,727.06
AFS-016392                            -                    545,018.82                          545,018.82
AFS-016620                            -                     51,812.72                           51,812.72
AFS-016639                            -                    552,684.56                          552,684.56
AFS-016766                            -                     59,031.82                           59,031.82
AFS-016785                            -                    559,729.89                          559,729.89
AFS-016835                            -                     64,705.05                           64,705.05
AFS-016854                            -                      9,717.24                            9,717.24
AFS-016980                            -                    205,880.29                          205,880.29
AFS-016985                            -                    566,213.83                          566,213.83
AFS-017066                            -                    226,791.98                          226,791.98
AFS-017079                            -                     73,319.72                           73,319.72
MIS-110299                            -                    314,849.00                          314,849.00
MIS-110410                            -                      3,302.32                            3,302.32
MIS-110636                            -                      3,297.74                            3,297.74
MIS-110932                            -                      3,266.12                            3,266.12
MIS-110949                            -                      5,188.60                            5,188.60
MIS-111158                            -                      2,130.38                            2,130.38
MIS-111182                            -                      6,440.62                            6,440.62
MIS-111371                            -                      4,996.53                            4,996.53
MIS-111553                            -                      1,109.07                            1,109.07
AFS-016918                            -                     63,833.61                           63,833.61
AFS-014336                            -                    (74,016.50)                         (74,016.50)
                        -------------------       -----------------------             -----------------------
Total                         965,367.45                15,420,226.36                       16,385,593.81
                        -------------------       -----------------------             -----------------------

</TABLE>



                                       16


</TEXT>
</DOCUMENT>
