Contract

Note: Portions of this exhibit indicated by [*] are subject to a confidential treatment request, and have been omitted from this exhibit. Complete, unredacted copies of this exhibit have been filed with the Securities and Exchange Commission as part of the Company’s confidential treatment request.

“AMENDMENT AGREEMENT NO.3”

This Amendment Agreement No. 3 to the FWA TASS, dated as of December 28, 2004 (the “Amendment Agreement No. 3”), is entered by and between Airspan Communications Limited (“Airspan”) and Axtel, S.A. de C.V. (“Axtel”)

WHEREAS, Axtel and Nortel Networks Limited (“NN Limited”) and Nortel Networks de México, S.A. de C.V. (”NN Mexico” and, collectively with NN Limited, “Nortel Networks”) entered into a Purchase and License Agreement for FWA Equipment dated March 20, 2003, which was subsequently amended by Amendment No. 1 dated September 15, 2003 and by the Change Order dated December 5, 2003 (the “FWA PLA”);

WHERAS, Nortel Networks and Axtel entered into a Technical Assistance Support Services Agreement for FWA Equipment dated March 20, 2003 (the “FWA TASS”);

WHEREAS, Nortel Networks, Airspan and Axtel entered into an Assignment and Assumption Agreement dated December 23, 2003, by virtue of which Nortel Networks assigned all of its rights and obligations under the FWA PLA and the FWA TASS to Airspan (the “Assignment Agreement”);

WHEREAS, Airspan and Axtel executed Amendment No.2 to the FWA PLA and the FWA TASS as of April 20, 2004.

WHEREAS, Airspan and Axtel (hereinafter referred to collectively as the “Parties” and individually as a “Party”) have been in discussions regarding several topics under the FWA TASS, including prices and payment terms of the services, with the intent of setting forth their agreements on such topics in an amendment to the FWA TASS;

WHEREAS, the Parties, in light of the foregoing, wish to amend the FWA TASS in accordance with the terms contained herein.

NOW THEREFORE, in light of the foregoing and pursuant to mutual covenants and agreements of which the Parties acknowledge sufficient consideration, they hereby agree as follows:

1. DEFINITIONS AND EFFECTIVENESS.

1.1 Capitalized terms not specifically defined in this Amendment Agreement No. 3 shall have the meaning ascribed to them in the FWA TASS, as the case may be.

1.2 The Parties hereby agree that this Amendment Agreement No. 3 shall become binding on each Party upon its execution.

2. GENERAL AGREEMENTS AND AMENDMENTS.

2.1 Change to the Price of the TASS Services for the Fourth Quarter of 2004. The Parties hereby agree to modify the price of the TASS Services for the fourth quarter of 2004 set forth in the FWA TASS, which currently is for the total amount of [*] to the new price of [*] Dollars ([*] United Sates Dollars).

2.2 Service Credit of US$[*]. Airspan, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agrees to reimburse Axtel the amount US$[*] United States Dollars) of payments made by Axtel in the first three quarters of 2004 for technical assistance and support services provided by Airspan to Axtel under the FWA TASS in such period of time.

This reimbursement will be made through a pricing discount in the aggregate sum of US$[*] United States Dollars), which will be applied against the payment of the TASS Services to be performed by Airspan under the FWA TASS after the date of this Amendment Agreement No. 3 (the “Service Credit”). Axtel hereby accepts this Service Credit discount.

Within (5) days of the date of this Amendment Agreement No. 3, Airspan shall deliver to Axtel the Service Credit note for the amount of US$[*] Dollars, such note to be dated no later than December 30, 2004.

2.3 Amendment of the Scope of Services under the FWA TASS. The Parties hereby agree to amend the scope of services under the FWA TASS, by replacing in its entirety Annex “B” (“Description of the Technical Assistance Support Services”) of the FWA TASS, with a new annex. The terms and conditions of the new Annex “B” are set forth in the document attached as Exhibit “A” of this Amendment Agreement No. 3.

2.4 New Prices and Payment Terms for Services under the FWA TASS. The Parties hereby amend the FWA TASS, by modifying the price and payment terms of the Services set forth in the FWA TASS for the years 2005 and 2006, as follows:

(i)   For Year 2005. US$[*], for the Services to be provided by Airspan in year 2005, which shall be paid by Axtel as follows:

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·   US$[*] for the first calendar quarter, on the last business day of such quarter;

·   US$[*] for the second calendar quarter, on the last business day of such quarter;

·   US$[*] for the third calendar quarter, on the last business day of such quarter;

·   US$[*] for the fourth calendar quarter, on the last business day of such quarter.

·   Axtel will issue an Irrevocable Purchase order for the 2005 TASS prior to 15^th January 2005 with the payment terms detailed above.

·   Airspan shall deliver to Axtel the respective invoice of such quarter payment, at least thirty (30) days prior to such payment date (the last business day of such quarter). 

(ii)   For Year 2006. US$[*] for the Services to be provided by Airspan in year 2006, which shall be paid by Axtel as follows:

·   US$[*] for the first calendar quarter, on the last business day of such quarter;

·   US$[*] for the second calendar quarter, on the last business day of such quarter;

·   US$[*] for the third calendar quarter, on the last business day of such quarter;

·   US$[*] for the fourth calendar quarter, on the last business day of such quarter.

·   Axtel will issue an Irrevocable Purchase order for the 2006 TASS prior to 15^th January 2006 with the payment terms detailed above.

·   Airspan shall deliver to Axtel the respective invoice of such quarter payment, at least thirty (30) days prior to such payment date (the last business day of such quarter). 

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3. CONTINUED EFFECT.

3.1 The Parties hereby agree that the present Amendment Agreement No. 3 constitutes an amendment of some of the provisions of the FWA TASS, and except as amended and modified herein, all of the other terms and conditions of the FWA TASS shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment Agreement No. 3 is signed as of the date first above written.

AXTEL, S.A. DE C.V.		AIRSPAN COMMUNICATIONS LIMITED
By:__________________________		By:__________________________
Name: Xxxxxxx xx Xxxxxxxxxx Xxxxxxx		Name: Xxxxx Xxxxxxxx
Title: Legal Representative		Title: Senior Vice President

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Exhibit A

DESCRIPTION OF THE TECHNICAL ASSISTANCE SUPPORT SERVICES

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

“Exhibit A”

DESCRIPTION OF THE TECHNICAL ASSISTANCE SUPPORT SERVICES

1.0 SERVICES SUMMARY

This package of services from the Airspan Support Services portfolio will provide remote 2^nd & 3^rd level of technical assistance and emergency recovery for Airspan products in Axtel’s network. Axtel’s in house structure will perform the Operations, Administration & Maintenance functions.

For this annually contracted support package, Airspan’ will provide Technical and Support Services (the “Services”) to the Airspan’ FWA Hardware and FWA Software installed in Axtel’s Network in Mexico (excluding Hardware under warranty), such Services are described below:

·   Provide remote troubleshooting on Airspan supplied software and/or hardware

·   Assist in resolving network fault issues that may be linked to AXTEL’s network operational procedures and methodologies

·   Assist AXTEL’s staff in determining fault-locating interface problems between Airspan hardware or software and other vendors’ equipment

·   Perform REM software upgrades

The terms and conditions for these services are set forth in this Exhibit B.

Here follows a description of the Services to be provided by Airspan:

1.1 Technical Support Services

Technical Support Services, the foundation of the Airspan Support Services portfolio, provides remote support for issues associated with the operation and maintenance of Airspan products. Technical Support Services includes two levels of service:

·   Remote Technical Assistance

·   Emergency Recovery

Remote Technical Assistance provides assistance to address network issues that are not classified as emergency priority. Airspan will register and manage requests for Technical Assistance during normal business days and business hours observed by Airspan in the region where the service is being performed.

Note: Airspan classifies Technical Assistance case priorities as Business Critical, Major, and Minor. Please refer to “1.1.6 Technical Support Case Priority Classifications and Examples.”

Emergency Recovery provides assistance to address emergency network issues. Airspan will register and manage requests for Emergency Recovery 24 hours per day, seven days per week including holidays observed by Airspan in the region where the service is being performed.

Note: Airspan classifies Emergency Recovery case priorities as E1 and E2. Please refer to “1.1.6 Technical Support Case Priority Classifications and Examples.”

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

To provide Remote Technical Assistance and Emergency Recovery, Airspan technicians and engineers will provide support primarily by remote means. In a collaborative effort with Axtel’s technical staff, these personnel will attempt to diagnose and resolve issues related to the hardware, software, and/or documentation supplied by Airspan as explained in this service description.

For both Remote Technical Assistance and Emergency Recovery, where telephone support, remote diagnosis, and all other means of restoring product operation have failed, Airspan, upon Axtel’s request, and if Airspan determines that on-site support is necessary and appropriate, will dispatch a trained and qualified technical expert to Axtel’s premises to facilitate further diagnosis.

-   Notwithstanding Airspan’ determination that on-site support is not necessary, Axtel will nevertheless have the right to require on site support from Airspan, provided that such on site support required by Axtel shall be at Axtel’s cost unless it is agreed that it was necessary for such support to be provided on site.

1.1.1 Technical Assistance Deliverables

Resolution activities, based on typical cases, may include:

·   Remote Troubleshooting problems using diagnostic utilities

·   Providing advice on how to detect and resolve hardware and network-related problems

·   Advising on issues requiring hardware replacement

·   Diagnosing issues related to Airspan products interfacing with non-Airspan products

Note: Airspan will resolve the issue to the point of demonstrating that the problem is attributable to the non-Airspan products and, under the coordination of Axtel, a Airspan technician can be available to discuss the fault issue with the appropriate vendor.

·   Analyzing trace/log/dump/Operational Measurement (OM) information

·   Remote telephone and/or email support to Airspan Second Level support (NTS) in troubleshooting, diagnosing and correcting failures by Airspan hardware and/or software to function as per the relevant Airspan product specifications in Axtel’s network.

·   Providing regular, on-going updates on case progress using an agreed-upon medium

·   Service Restoration and Resolution of the reported cases in accordance with Section 2.2.3 below of this Exhibit .

1.1.2 Emergency Recovery Deliverables

Airspan Emergency Recovery teams respond to customer emergencies 24 hours a day, 365 days a year. Customer emergencies are cases that are classified as E1 or E2 in accordance with Airspan Case Priority Classification.

Note: Please refer to “1.1.6 Technical Support Case Priority Classifications and Examples.”

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

Airspan strives to immediately assign an engineer upon receipt of the call. Thereupon, Airspan will provide continuous support as applicable until the service level is restored to pre-incident operation. The Emergency Recovery team will be in constant contact with Axtel throughout this case resolution activity, if requested.

Note: Please refer to “2.2 Call Center Access for Technical Support.”

Following service restoration, the E1/E2 case will be closed in agreement with Axtel and a follow-up case (Major for E1 and Minor for E2) can be opened, if further investigation or problem resolution activity is needed. Furthermore, Airspan may, where applicable, conduct a root-cause analysis of the emergency incident, which may be made available to Axtel.

1.1.3 Axtel Responsibilities for Technical Support Services

For both Technical Assistance and Emergency Recovery Axtel will be required to:

·   Confirm that the products are installed, commissioned, used and maintained by knowledgeable and skilled people acting in accordance with the applicable product documentation from Airspan

·   Replace hardware components during diagnosis or as remedial actions.

·   Generate performance/availability reports and associated trend analysis.

·   Gather data in a timely manner in support of Airspan’ diagnostic process when reasonably within the technical competency of AXtel.

·   Identify issues requiring hardware replacement

·   If applicable, use all reasonable efforts to maintain hardware and software at the release or update level for supported hardware and software. This maintenance will need to be in accordance with policies and procedures published by Airspan. If Axtel is using a software version released prior to the then-current minimum supported version(s) and is therefore unsupported, then Axtel will need to upgrade to one of the then-current minimum supported versions in order to acquire rights to any known fix.

·   Perform software upgrades and/or patch applications, except for REM software upgrades unless otherwise agreed with Airspan.

·   Except for those activities described in Exhibit D of this Agreement, acknowledge that any hardware / software upgrades / improvements or changes required to install or use a software fix, update, release, or any part thereof are charged separately from, and are in addition to, the charges of the current contract

·   Provide connectivity in a timely manner to the product(s) for Airspan to establish a data link for use by Airspan technical support group in order to conduct remote diagnosis and maintenance

Note: Axtel and Airspan technical personnel will agree on the appropriate type of data link based on network equipment and configuration as well as the appropriate security measures to prevent unauthorized access. Axtel will be solely responsible for security of the network. Airspan will not connect to Axtel’s network without prior authorization and such connection will be solely to provide technical support.

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

·   Excuse Airspan from fault resolution for a period equal to such failure or delay, should Axtel fail or cause delay in providing connectivity

·   Designate and make available competent personnel to aid in problem diagnosis and provide electronic access to the affected product(s) to aid in problem investigation and resolution for all incidents. For E1/E2 Axtel personnel should be available to work together with Airspan technical expert throughout the process.

·   Axtel should provide their internal escalation process in order to inform all the contacts to Airspan.

·   Maintain a support agreement(s) with the third-party supplier(s) for such product(s), as Axtel sees fit.

·   Axtel’s in-house structure that performs first-line support will need to exhaust internal troubleshooting processes. First-level Operations, Administration, and Maintenance (OA&M) functions may include, but are not limited to:

-   Performing day-to-day maintenance and network operations

-   Monitoring network and system alarms

-   Performing diagnosis in accordance with instructions provided by Airspan and carrying out initial remedial actions, including remote diagnosis

-   Operating and controlling Axtel’s internal help desk for logging and tracking fault inquiries, prioritizing events, and escalating, as required, to the Airspan technical support group

-   Providing local time templates and historical actions performed on each event as reference information to the Airspan technical support group .

1.1.4 Technical Support Services Assumptions

For both Technical Assistance and Emergency Recovery the following assumptions will apply:

·   The Technical Support Services program covers all FWA Hardware and Software (except for Hardware under warranty) installed in Axtel’s network.

·   Airspan shall provide an annual product software release designed to enhance the functionality of the product and when appropriate it will include solutions to issues raised through the CNR process. The First Market Application of the annual product software release (including REM software upgrades) is further described in Exhibit D of this Agreement. The content of the 2003 annual release is described in Exhibit C to this Agreement. The content of subsequent years’ releases shall be agreed via the bi-monthly Product Enhancement Conferences and by the end of September of the previous year.

·   In the event that Axtel fails to comply with the requirements described in section 1.1.3 (Axtel Responsibilities for Technical Support), Airspan will advise Axtel of its non-compliance. Airspan and Axtel may then agree upon service to be provided at the then-current time-and-materials basis published by Airspan plus any travel and living expenses incurred.

·   Airspan, or a skilled, qualified third-party authorized by Airspan, will furnish this service.

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

1.1.5 Technical Support Services Exclusions

The following exclusions will govern the delivery of both Technical Assistance and Emergency Recovery:

·   Airspan is not responsible for products that have not been installed, commissioned or upgraded as per the applicable processes and procedures.

·   Airspan is not responsible for supporting non-Airspan supplied third-party product(s). Axtel will be responsible for maintaining support agreements with the OEM/third-party supplier for such product(s).

·   Technical Support Services do not cover Airspan products not purchased from Airspan or from a Airspan authorized agent

·   Airspan will not be obliged to incorporate software corrections into software releases prior to the then-currently supported software release(s). Airspan reserves the right to incorporate software corrections into future software releases

·   Airspan support obligations are expressly conditional upon the products not being (i) subject to unusual mechanical stress or unusual electrical or environmental conditions; (ii) subject to misuse, accident or disaster including without limitation, fire, flood, water, wind, lightning or other acts of God; or (iii) altered or modified unless performed or authorized by Airspan

·   Airspan Products under Warranty are excluded from this Technical Support Services Pack.

·   Products which have not been installed and commissioned by appropriately skilled and trained personnel using Airspan Procedures are excluded from this Technical Support Services Pack.

·   Technical Support Services will not be provided during installation and/or commissioning process.

1.1.6 Technical Support Case Management

·   Airspan will measure the severity level of hardware or software incidents according to the following TL9000 Customer Severity classifications for Critical, Major, and Minor Hardware/Software problem reports. Only if it is not clear which severity level applies, then the severity level assigned by Axtel will be used.

·   Airspan uses case priorities that correspond with the Customer Severity (TL9000) classifications. Notwithstanding the TL9000 Major Customer Severity definition, to provide increased focus on certain types of Major problems, Airspan uses additional case priority definitions: E2, Business Critical, and Major.

·   Airspan uses case priorities that correspond to the TL9000 Customer Severities as shown in the following table:

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

TL9000 Customer Severity	Airspan Case Priority
Critical	E1
Major	E2
	Business Critical
	Major
Minor	Minor

For more detailed information about Technical Support Case Priority, Case Resolution Objectives, Case Progress Status and Case Resolution Classification, please refer to sections 2.2.3 to 2.2.7.

2.0 GENERAL

2.1 Holidays Observed by Airspan

Please refer to your local Airspan representative to get information of Local National Holidays observed at Customer’s location.

2.2 Call Center Access for Technical Support

The Airspan Call Center will function as a single point of contact for the receipt of all support calls and inquiries. The remote support effort will begin with a telephone call and will continue with the appropriate actions to be taken according to Airspan Case Severity Classifications.

The Call Center will be available 24 hours a day, 365 days a year. General provisions for accessing Technical Support services include:

·   Airspan may, where applicable, also provide a customer with the ability to open, view, and modify cases directly within the Airspan case-tracking system via . The customer will bear telecommunication facility charges and/or long distance toll charges with access to

    ·   Where toll-free +access is not available, the customer will bear telecommunication facility charges and/or long distance toll charges for access to the Call Center

 ·   All cases are logged into a Airspan case-tracking system. The case is time-stamped and a case reference number allocated. Furthermore, Airspan will request that the customer agree to a case priority level

 ·   E1 and E2 priority cases are to be reported by telephone only

·   The Customer escalation of a case to higher levels of management within Airspan, shall be in accordance with the following escalation table:

“Airspan Escalation Procedure”

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

		Axtel’s NOC
		Call Center Airspan
		Airspan Technical Support Engineer
		Airspan Technical Support Manager.
		Airspan Technical Support Sr. Mgr.
Airspan Technical Support Director				Airspan Customer Operation Leader

At Closing Date, Airspan will provide Customer with the contact information of the persons involved in this Escalation Procedures, as well from time to time, the changes to such contact information will be provided to Customer.

2.2.1 Airspan Technical Support Services Call Process

When calling Airspan for Technical Assistance or Emergency Recovery, the customer’s representative will be asked to provide the following information:

1.   Company name

2.   Caller name and phone number

3.   Personal Identification Number (PIN) or a unique Customer Purchase Order number or credit card number, if a PIN has not been issued.

4.   Site Location/Site ID

5.   Product on which the problem is being reported

6.   Problem description and severity

A Call Center agent will generate a Case Reference Number (CRN), which will be provided to the customer for tracking the case. Airspan technician will then team with the customer’s representative to resolve the reported issue.

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

2.2.2   Call Center Phone Numbers

Customer sites in Latin America will access the Airspan technical support organizations by calling:

Tel: + (0) 000 000-0000

Available 24 hours a day, 365 days a year

email: from the Airspan Web Site :://xxx.xxxxxxx.xxx/Xxxxx/XxxxxxxXxxx/xxxxxxxxxxx.xxx

2.2.3 Technical Support Response Times

Once Axtel has opened a CRN at the Airspan’ Call Center and depending on the Severity Classification, a Airspan Technical Support (NTS) Engineer will contact the Axtel’s representative as per the terms set forth in Table 2.2.3 below :

“Table 2.2.3”

TL9000 Severity Classification	Actions	Response Times		Target Service restoration time	Resolution Targets Based on RQMS*
		Business Hours	Non - Business Hours
E1 (*1)	Worked continuously (7 x 24) until resolution or workaround is provided	15 min	30 min	7 Xx	00 xx
E2 (*1)	Worked continuously (7 x 24) until resolution or workaround is provided	15 min	30 min	8 Hr	10 Days
Business Critical and Major (*2)	Worked during normal business days and business hours.	2 hrs	Next Business Day	24 Xx	00 Days
Minor (*2)	Worked during normal business days and business hours.	Next Business Day	Next Business Day	30 Days	180 days

(*1) This Service is provided 7 x 24

(*2) This Service is provided in Normal Business Hours

Note: The times set forth in Table 2 - R above, are subject to Airspan and Customer working together in conjunction on a reasonable efforts basis to find a workaround for services restoration and resolution within the target times. These times do not represent an obligation or performance indicator.

* RQMS - Reliability and Quality Measurements for Telecommunications Systems.

2.2.4 Technical Support Case Priority

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

Problem reports will be classified as set forth in the tables below:

TL9000 Severity Classification		Airspan Case Priority & Definition		Examples
Critical		E1		» Total or partial network element outage
		Problems that severely affect service, and require  or		» A reduction in capacity or traffic handling capability such that expected loads cannot be handled
		day of the week capacity/traffic, billing and		» Failure resulting in dynamic routing, switching capability or transport loss
		maintenance capabilities immediate corrective		» Any loss of safety or emergency capability (e.g., emergency calls such as 911 in North America)
		action, regardless of time of day		» Loss of the system’s ability to perform automatic system reconfiguration
				» Inability to restart the system
				» Loss of billing/accounting capability
				» Corruption of billing or system databases that requires service affecting corrective actions

Other problems that severely affect service, capacity/traffic, billing, and maintenance capabilities or are jointly viewed by Airspan and the customer as critical

TL9000 Severity Classification		Airspan Case Priority & Definition		Examples
Major		E2		» Loss of redundancy of critical functions
		Problems that result in potential service		» Loss of protection switching capability
		degradation and/or total outage. Serious situation not involving service degradation in		» Short outages equivalent to system or subsystem outages not seriously impacting service with accumulated duration of    greater than two minutes in any 24-hour period, or that continue to repeat during longer periods
		a live environment, but leading to a total or		» A reduction in provisioned capacity of 5% and for a cumulative duration of more than 10 minutes per 24 hours
		partial loss of redundancy.		» Repeated degradation of DS1/E1 or higher rate spans or connections
				» Loss of system’s ability to perform automatic system reconfiguration
				» Loss of system’s ability to perform automatic system reconfiguration
				» Loss of access to maintenance or recovery operations
				» Any loss of functional visibility and/or diagnostic capability
				» Loss of system’s ability to provide any required system critical/major alarms
				» Total loss of access to provisioning

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

TL9000 Severity Classification		Airspan Case Priority & Definition		Examples
Major		Business Critical		» The customer has been given a work-around but the situation still requires constant attention due to the temporary    nature of the work-around
		Problems that result in a major degradation of system or service		» Software application/migration issues that gate the introduction of new services or functionality
		performance that impacts service quality or significantly impairs		» Billing error rates that exceed specifications
		network operator control or operational effectiveness. Overall network		» Corruption of system or billing databases
		is degraded resulting in severe limitations to operations or network management software product has major feature that is not working properly with only difficult workaround.

TL9000 Severity Classification		Airspan Case Priority & Definition		Examples
Major		Major		» Degradation of any capacity/traffic measurement function; degradation of functional visibility and/or diagnostic capability
		Problems that result in conditions that seriously		» Degradation of access for maintenance or recovery operations
		affect system operation, maintenance and		» Degradation of the system’s ability to provide any required system critical/major alarms
		administration, etc. and require immediate		» Loss of access for routine administrative activity
		attention. The urgency is less than in a		» Any system failure without direct immediate impact
		Business Critical situation because of a lesser		» Intermittent degradation of services; partial loss of access to provisioning
		immediate or impending effect on system		» Software application/migration issues that do not impact service
		performance, customers, and the customer’s		» Reduction in any capacity/traffic measurement function
		operation and revenue.		» Any loss of functional visibility and/or diagnostic capability
				» Any significant increase in product-related customer trouble reports
				» Follow-up to E1 customer problems
				» Other problems that disrupt or prevent routine system activities, or problems that are jointly viewed as Major events by    Airspan and the customer

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

TL9000 Severity Classification		Airspan Case Priority & Definition		Examples
Minor		Minor		» Service analysis, recorded announcements, operational measurements, maintenance program, or network management    problems; or system-related documentation inaccuracies, that do not affect call processing
		Problems do not significantly impair the		» Test equipment failures for which a backup or manual alternative can be employed
		functioning of  the system and do not		» Circuit pack testing problems
		significantly affect service to customers. These problems are tolerable during system use.

2.2.5 Case Resolution Objectives

Airspan Technical Support case resolution targets are based in Airspan best efforts and set according to the following TL9000 standard. The Case Resolution Objectives are described in Table 2.2.3 above.

2.2.6 Case Progress Status

Airspan Technical Support use the following status to differentiate the case conditions during the evolution of the case investigation. A set of status, its related meaning and its relationship with the case age, are defined in the table below:

Status		Description		Airspan Clock
Newly Opened		This status is the default. It signifies that no work has been done on the case.		Start
WIP Level 1		This status is used when a NTS Engineer is actively working on the Case.		Not Stopped
WIP Level 2		This status is used when a Second Level Support Engineer is actively working a case * Second Level Support: Software Support, Product Support.		Not Stopped
Escalated To Design		This status is used when a Design Engineer is actively working on the case		Not Stopped
Answer From Design		Design Engineer has concluded its investigation and has replied back to the NTS Engineer		Not Stopped
With A Customer		During the course of conducting their research, the NTS Engineer may need additional information or activity from the Customer. The "With a Customer” status is assigned when the NTS Engineer is waiting on a Customer response in order to continue investigation		Stopped

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

Status		Description		Airspan Clock
Interim Solution		If a temporary solution is provided that eliminates the customers pain until a permanent solution can be delivered, RQMS requirements allow the case to be set to an “IS” status during this window of time if approved by the Customer. In calculating case age, this interval will be discounted if the permanent fix was delivered on the negotiated commitment date. If the permanent fix does not resolve the reported problem, case status shall be changed to Work in Progress (Level 1 or 2). If the case is returned to a Work in Progress (Level 1 or 2) status after using the IS, the IS time period will be added to the RQMS age of the case.		Stopped
Future Deliverable		Customer agrees to live with the problem condition and that the fix will be delivered as part of a future Airspan product release (software release, maintenance release, documentation release or hardware revision. Requirements to use this status include Customer consent; fix identification, and delivery commitment. This status code does not add time to the RQMS age of the case unless the solution fails and the case is moved back to Work in Progress (Level 1 or 2) status. If the case is returned to a Work in Progress (Level 1 or 2) status after using the FD, the FD time period will be added to the RQMS age of the case.		Stopped
Solution Delivered		Solution Delivered or available for testing and verification. If the delivered solution does not resolve the reported problem, the status will be changed to Work in Progress (Level 1 or 2). If the case is returned to a Work in Progress (Level 1 or 2) status after using the SD status, the SD time period will be added to the RQMS age of the case.		Stopped
Pending OEM Vendor		The case has been handed over to an OEM Vendor for resolution		Not Stopped

2.2.7 Case Resolutions Classifications

Airspan Technical Support case resolutions: which shall be mutually agreed for each case:

·   Cannot Reproduce: After 60 days and a reasonable effort, a problem has not been observed in the Network, is not reproducible or sufficient information has not been provided to adequately troubleshoot the problem and isolate the root cause

·   Customer Process: Human errors are present or the customer has failed to follow procedures recommended and documented by Airspan

·   Design Intent: The functionality required by customer does not align with the design specifications of the product set forth in Agreement, in which case Airspan shall make clear to Axtel which is such design specification (i.e., the functionality is unsupported), and the issue can only be resolved through new development efforts subject to a separate product development agreement and charges.

·   External Cause: Issue caused by non-Airspan products

·   Hardware Deficiency: A problem is isolated to defective hardware materials or workmanship or substantial nonconformance to specifications published by Airspan

·   Hardware Failure: A problem is caused by a hardware component failure that falls within Mean Time Between Failure (MTBF) limitations

13

Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

·   Airspan Literature: Required Airspan technical document does not exist or the contents of an existing document are in error [for example, an incomplete Airspan Technical Publication (NTP)]

·   Airspan Process: A problem occurs as a result of a Airspan process deficiency

·   Opened in Error: The case should not have been opened

·   Scheduled Event: An outage occurs resulting from planned maintenance, installation, or manual initialization, including such activities as parameter loads, software/firmware changes, and other OA&M activities

·   Software Deficiency: A problem is isolated to a software design deficiency.

2.3   Airspan Conditions for Services Provided Outside of the Scope of this Technical Support Services Pack

If a customer requests a service that is neither part of the scope of the Technical Support Service nor within the control or responsibility of Airspan and if Airspan agrees to perform the service, then Airspan will charge customer at the per-occurrence rate schedule to perform such services as published by Airspan.

On Site/Remote Technical Assistance & On Site/Remote Emergency Recovery Out of Scope Services may be provided on a per-occurrence basis only when:

·   Support is needed for efforts not covered under a contract support program (such as the one proposed herein)

Note: Axtel must have a Airspan Support Contract in place, as the one proposed herein, to be able to request any Per-Occurrence Support Services. It is not intended to offer the Per-Occurrence Support Services separately from a Airspan Support Contract.

Technical Support Out of Scope situations can include

·   On-site visits to a customer’s system sites, when the visit is at the request of the customer but is not deemed necessary by Airspan. This includes site visits requested by the customer for support when resolution could have otherwise been achieved from a remote location. This is subject to the terms set forth in Section 1.1 above.

·   Requests to investigate issues pertaining to software features that are either outside the functionality as defined in the Airspan Technical Publications (NTPs) or are outside standards supported by Airspan

Note: Airspan periodically reviews the deployment of its products based on technology, market deployment, and support requirements. Airspan then nominates products that would no longer be supported as of a specified date and changes the status to “nominated EOL.” Airspan will notify customers of EOL product intentions well in advance through the distribution of Product Portfolio Simplification/Product Service Information (PSI) bulletins as well as Airspan Feature Planning Guides.

·   Assistance in set-up and usage of Operational Measurements (OMs)

·   System performance assessment

·   Training on product hardware maintenance

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

·   Training on general office operations/maintenance procedures

·   Training on test equipment and troubleshooting procedures

2.3.1   Per-Occurrence Repair Services

Airspan Networks will register and manage requests for Return and Replace service during Airspan’ normal business days and hours in the location where the service is being performed.

Upon receiving Axtel’s request, Airspan will allocate a part request number (also known as a Return Material Authorization number) to each FRU to be replaced and will notify Axtel in writing of the relevant part request number.

Following allocation of the part request number(s) Airspan will repair or replace the unit and will deliver the repaired unit or an equivalent to Axtel within 60 days of receipt by Airspan at the place where the repair or replacement is carried out (the “R&R Time Limit”).

On-site repair and on-site replacement services by Airspan are not included with the Return and Replace Service.

1.2.1 Like for Like Replacement

Airspan, at its own cost and expense, shall provide within 60 days after the Effective Date of this Agreement and maintain in Axtel warehouses to be notified to Airspan in writing the following amount of Products (the “Stock Products”): ^{1 The amount of Stock Products set forth in this Exhibit B is the same amount set forth in Annex G of the FWA PLA therefore, Airspan is obligated under both agreements to deliver only this amount no twice of such amount, provided that, any delays in the repair and return, either under the FWA PLA and/or under this agreement, shall increase the Stock Products as provided under such agreements.}

Ref	Part Number	Description	Quantities
1	NTEG72AD	XXX	00
0	XXXX00XX	XXX	00
0	XXXX0000	XXX	0
0	XXXX00XX	XXX	0
0	XXXX00XX	NMM	4
6	NTEG74BA	OVPM	12
7	NTEG71HA	TPM-PD	12

These Stock Products shall be kept by Axtel in its own facilities in México and Axtel shall manage such Stock Products at its sole discretion to create a replacement process for damaged parts as a “Like for Like” replacement process.

The Parties hereby agree that Airspan shall be obligated to increase the Stock Products by one piece of the respective part number, if Airspan is more than five (5) days late under section 1.2 of Part Two above, in the repair and return of such part (this shall be accounted by pieces).

¹ The amount of Stock Products set forth in this Exhibit B is the same amount set forth in Annex G of the FWA PLA therefore, Airspan is obligated under both agreements to deliver only this amount no twice of such amount, provided that, any delays in the repair and return, either under the FWA PLA and/or under this agreement, shall increase the Stock Products as provided under such agreements.

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

1.2.2 Axtel Responsibilities for Return and Replace Services

Axtel will be required to:

·   Pay the expense of shipping a defective FRU to Airspan’s warehouse or logistic center defined for this purposes.

·   Use the specifically-assigned part request number(s) provided by Airspan and include completed Airspan Fault Report Forms when returning any FRU

·   Adhere to Airspan’ packing instructions (including anti-static precautions) when returning the defective unit. The packing instructions will be included with the return instructions accompanying the replacement FRU

·   Put the replacement FRU into service once it has been returned by Airspan to Axtel.

·   As a separate and additional charge, each Base Station item returned for repair will be charged individually. Invoicing at the beginning of each month for units delivered to Airspan for repair during the previous month.

·   The Individual Base Station element return & repair included are:

-   TPM

-   TTM

-   TBM

-   NMM

-   TMU

-   OVPM

·   As a separate and additional charge, an RTU Repair & Return service will be offered through one of two options. Axtel will elect one of these two options by the Closing Date for the year 2003 and by December 15^th of the prior year for each year thereafter. Both options are detailed in the Price Summary (Exhibit “A”).

·   Airspan repair cases resulting in “no fault found” to be charged at 50 % of the Airspan’ full repair rates. Axtel will pay the handling fee of units determined by Airspan to be beyond economic repair. Return and repair turnaround time shall be 60 days.

·   Airspan will not provide a hardware emergency replacement service.

2.3.2   Axtel Order Process for FWA Repair Services

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

This process supports the delivery of Airspan FWA Repair Services for AXtel.

Customers of Airspan who request a hardware repair service should have the following required information ready when placing a repair order with Airspan:

1.   Customer or distributor name

2.   Customer ID (Project #, Site ID)

3.   Requestor name, phone and fax number, and e-mail address 

 4.   Customer ship to address 

5.   Part number (PEC or CPC or manufacturer’s part number)

6.   Quantity (quantity of one per serial number)

7.   Serial number of the defective part(s) being returned (if applicable)

8.   Warranty status

9.   Confirmation of the availability of a fully completed Airspan fault report form for said product.

10.   Any additional information about product (system type or software release)

11.   Any special shipping instructions

Upon receiving the customer’s request and after any diagnostics assistance, Airspan will allocate a part request number to each FRU to be repaired and notify the customer of the relevant part request number.

This part request number, also known as the Return Material Authorization (RMA) number, is critical for tracking individual orders and must be referenced on failure tags, shipping/packing lists, returned defectives, and any correspondence or inquiries concerning the order.

The customer’s representative can call in, fax or e-mail a Repair Service order directly to Airspan the UK using the following contact means:

Office hours (Monday through Friday from 9:00 a.m. to 6:00 p.m. (Local time) + 00-0000-000000

Faxes

All faxed orders will be processed and assigned an RMA# by the close of the next business day.

To obtain a parts request form by e-mail, please send an e-mail message to any of the above addresses and note “repair order form” in the subject/title field. A form will be sent automatically.

Place the PO number in the subject/title field when e-mailing a completed parts request form back to Airspan. For order confirmation, Airspan will respond with an RMA number to all e-mail orders by the next business day.

2.3.3. Package Labeling Instructions and Addresses for Returns

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Exhibit A - Description of The Technical Assistance Support Services

Agreement for the Provision of Technical Assistance Support Services for FWA Equipment (December 2004)

Circuit packs should be packed in anti-static containers designed specifically for the circuit packs in order to avoid damage during shipment. Other parts should be individually wrapped in either anti-static packaging or packaging specifically designed for that product to avoid damage during shipment. Airspan will inform customers of any improper packaging, which will void the warranty.

All materials should be returned pre-paid and sent to the appropriate Airspan repair facility. The customer should use discretion in selecting shipping methods. Airspan recommends that customers insure all packages to cover possible loss or damage during shipping, regardless of warranty status.

A completed Airspan fault report must be filled out and attached to each returned item to assist in failure assessment and problem tracking. Fault reports are sent with each replacement shipment. Customers can obtain additional supplies by contacting the Airspan Customer Support Center.

Airspan will inform customers of any discrepancy in return shipments. Any discrepancy, whether it is quantity (more or less), product returned not matching what was ordered, inability to determine complete order information, or non-suitable packaging, would be noted and addressed.

In the case of Product replaced at Airspan discretion, and which would be returned with a different Serial Number to Axtel, the proper documentation shall be provided by Airspan for Axtel’s asset controls to evidence which serial number is replaced.

Defective Return Packing Slips

Defective return packing slips should be used to return all defective parts to Airspan. Airspan will provide defective return packing slips for use to return shipments. A copy of the defective return packing slip should be placed in all the cartons and attached outside. This duplication will aid in processes and proper identification of returned material. The RMA number and the PO number should be clearly marked on the outside of each box. If a customer supplies a packing slip, the following information must be included on the shipping/packing list for proper handling:

Item (Information Required)

1.   From (Company name, return address, and telephone number)

2.   Ship Date (Date parts are shipped from the customer)

3.   Ship via (Carrier or Enterprise name)

4.   Waybill number (Carrier or Enterprise tracking number

5.   Number of Cartons (Number of cartons being sent on shipment)

6.   Customer’s PO# (Provided, if applicable)

7.   Repair order number (RMA# issued by Call Center when order is placed)

8.   Site ID or Project number

9.   Item Number

10.   Quantity ordered

11.   Quantity returned

12.   Airspan Part number

13.   Description of item

14.   Serial number (The serial number for each item in the shipment)

15.   Shipment requested by (Signature of the customer’s representative)

Repair Facility Addresses

RSS’s equipment should be sent to Solectron Guedalajara and for Base Stations to Solectron Dumfermline

Attn: Airspan Hardware Support Representative

62530.000002 MIAMI 273757v1

This address may be modified from time to time by Airspan.

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