1
EXHIBIT 10.42
AMENDMENT NO. 3
TO
PCS 1900 PROJECT AND SUPPLY AGREEMENT
BETWEEN
WESTERN PCS CORPORATION
AND
NORTHERN TELECOM INC.
Made as of this 14th day of October, 1996, by and between Western PCS
Corporation (hereinafter referred to as "Buyer") a Delaware corporation with
offices located at 0000 XX Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000
and Northern Telecom Inc., a Delaware corporation with offices located at 0000
X. Xxxxxxx Xxxxxxxxxx, Xxxxxxxxxx, XX 00000 (hereinafter referred to as
"Seller").
WHEREAS, Buyer and Seller entered into a PCS 1900 Project and Supply
Agreement dated June 30, 1995 (as heretofore amended, the "Agreement"); and
WHEREAS, Buyer and Seller now wish to amend the Agreement, among other
things, to increase Buyer's Commitment by adding the Denver MTA Project to the
scope, incorporate a revised discount structure and add additional product
commitments by Seller,
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Buyer and Seller agree to amend the Agreement as follows:
1. Add a new Annex 13 "Denver MTA Project" as attached hereto. References
to Annex 13 shall be added to the Table of Contents and to Article 22.
2. Amend Article 1, Section 1.12 "Initial Network" by deleting it in its
entirety and replacing it with the following:
1.12 "Initial Network" shall mean the Equipment and Services
initially being provided hereunder for the Hawaii, Portland, Salt Lake City,
Denver, Oklahoma City, Des Moines and El Paso MTAs in Buyer's Network,
consisting of Equipment and Services as set forth in Section 1.0 of Annex 1 (as
amended from time to time). References to the "Initial Network" shall also be
deemed to include Equipment and Services initially provided by Seller for
subsequent MTAs and BTAs for which Buyer issues Purchase Orders under this
Agreement, except that the provisions in the Agreement dealing with payment for
the Initial Network, set forth in Sections 5.1.1 through 5.1.3.3, shall not
apply to purchases for such subsequent MTAs or BTAs.
3. Article 5, Section 5.8 is amended to read in its entirety as follows:
"Seller may, from time to time, evaluate Buyer's credit standing, and on that
basis, establish a credit limit to
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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accommodate Buyer's issuance of Purchase Orders as herein provided. Buyer shall
provide any reasonable assistance requested by Seller necessary for Seller to
make such evaluation.
4. Amend Article 5, Section 5.9 by deleting the first sentence and
replacing it with the following: "Buyer understands that it has a firm
obligation to purchase, license and take delivery of, or have Buyer's Affiliates
purchase, license and take delivery of no less than * of Equipment and Services
(at net Prices) from Seller during the Term of this Agreement (the
"Commitment").
5. Amend Article 12, Section 12.6 by deleting * and replacing it with *.
6. Amend Article 12, Section 12.6 by adding the following (new) subsection
12.6.1:
12.6.1 In addition to Seller's obligations under Section 12.6,
Seller agrees to use all reasonable efforts to implement Verification Office
Testing ("V.O.") by * for the EFR Vocoder and by * for the IS-41
Interoperability Software Feature (Rev. B GSM MAP/IS-41), which V.O. for each
such feature or functionality shall be mutually agreed to by the parties in a
written V.O. Agreement prior to implementation of such V.O.
7. Amend Article 12, Section 12.7 by deleting it in its entirety and
replacing it with the following:
12.7 (a) Subject to (i) the provisions of Section 12.8 and 12.9, and
(ii) Seller having been provided fully functional engineering prototype Full
Rate handsets no later than *, in the event Seller fails to install the Enhanced
Full Rate ("EFR") Vocoder Equipment (inclusive of all Hardware and Software
necessary to implement such features throughout the entire System) in each of
Buyer's markets by *, then Seller agrees to pay Buyer liquidated damages in the
same manner as set forth in Section 12.6. In the event Seller has not received
fully functional EFR handsets as described above by *, Seller shall be entitled
to a day for day adjustment in the above * date, until such fully functional EFR
handsets have been received by Seller.
(b) Subject to (i) the provisions of Section 12.8 and 12.9,
and (ii) Section 1.7.3 of Annex 1, Seller agrees to make available for
deployment in each of Buyer's Systems Half Rate Vocoder Equipment (inclusive of
all Hardware and Software necessary to implement such features throughout the
entire System) by the later of six months after *.
8. Amend Annex 1, Section 1.0 by deleting "Initial Network Pricing/Notes"
and replacing it with "Network Pricing/Notes".
9. Amend Annex 1, by adding the following (new) Section 1.5 (it being
understood that this Section 1.5 and the order for the Equipment and Services
set forth herein shall be subject to Section 17 of the Agreement respecting
Change Orders, including, without limitation, Sections 17.1, 17.5 and 17.6):
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
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[THIS SPACE INTENTIONALLY LEFT BLANK]
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WESTERN WIRELESS DENVER PHASE 1
INITIAL ORDER
UNIT EXTENDED
DESCRIPTION QTY PRICE PRICE TOTAL
----------------------------- --- ----- -------- -----
NSS HARDWARE
PCS SUPERNODE 60 * * * *
PCS ENET
BRISC 60 w/cabinet + SPARES
BRISC 70 UPGRADE w/cabinet
(2 processors)
LPP W/NIU'S NT9X70BB
ETHERNET INTERFACE UNIT NTZZ30EC
(EIU)
LINK INTERFACE UNIT (LIU) NTZZ30CM
V.35
LINK INTERFACE UNIT (LIU) NTZZ44DB
CBI
MPDC
PCS MCTM W/1 DTC PACKFILL
DTC PACKFILL
PCS MCAM
PCS MCGM
SUPERNODE 70 SPARES w/
cabinet
LPP SPARES
BILLING SERVER
BILLING SERVER SPARES
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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EXTERNAL HLR
------------
HARDWARE
--------
PCS SNSE * * * *
BRISC 60
BRISC 70 (2 processors)
HLR MCAM
HLR MCGM
LIU'S
EIU'S
NSS SOFTWARE -
------------
NONDISCOUNTABLE
---------------
NSS SOFTWARE GSM07
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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WESTERN WIRELESS DENVER PHASE 1
INITIAL ORDER
UNIT EXTENDED
DESCRIPTION QTY PRICE PRICE TOTAL
------------------------- ----- ----- ----- -----
BTS HARDWARE
BSC 610 ERLAND 160 TRX NTPA09CA * * * *
TCU4 NTPA04AB
S111 (1 Cab) OUTDOOR NTPA08EB
S4000
S222 (2 Cab) OUTDOOR NTPA08FB
S4000
S111 SMART S4000 NTPA08LA
S111 (1 Cab) OUTDOOR
S8000
S222 (1 Cab) OUTDOOR
S8000
S332 (1 Cab) OUTDOOR
S8000
OMNI 2 OUTDOOR
S8000
MICRO BTS (1 TRX
OUTDOOR) S2000
CSU KIT-TSERV II NTPA17CA
BSS SPARES N/A
OPTIONAL NSS & BSS
SOFTWARE FEATURES -
NONDISCOUNTABLE
-------------------------
GSM 08 PER SWITCH
GSM 09 PER SWITCH
GSM 10 PER SWITCH
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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OEM HARDWARE - * * * *
NONDISCOUNTABLE
INTERWORKING FUNCTION
24 PORT
IWF SPARES
LIGHTNING N/A
PROTECTION-SMART BTS
ADC V.35 PATCH PANEL PMSLA-16-V35
ADC V.35 POWER SUPPLY DMPS-548
ADC V.35 PATCH CORD PMPC-BV-3
ADC V.35 FEMALE TO PMMLA-V.35FF
FEMALE
Prewired ECHO CANCELLER
RACK 9128 EC)
SITE ALARM & ACCESS 81.2555A
MODULE (per site)
ECHO CANCELLER 2551C
OMCR-V7 (2 S1000E SER/3
X000 XXXX)
XXX. XXXX XXXXX XXX 0xx XXXX0000
5Gb
XXXX XXXXXXXXXXX XXXX0000
PRINTER KIT
CD ROM DRIVER NTPA15KA
Q-3 INTERFACE
CABLE SET LP BOX-S111 NTPA17GF
OTHER VENDOR EQUIPMENT
- NONDISCOUNTABLE
X.25 SWITCH OST
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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WESTERN WIRELESS DENVER PHASE 1
INITIAL ORDER
UNIT EXTENDED
DESCRIPTION QTY PRICE PRICE TOTAL
------------------------- ----- ----- ----- -----
OEM MEDIATION SOFTWARE
- NONDISCOUNTABLE
MEDIATION SOFTWARE OMC3 * * * *
RELEASE 03
OMC-R SOFTWARE LOAD FEE 2
(per server/per
unpgrade)
OEM SOFTWARE -
NONDISCOUNTABLE
OMC-R SOFTWARE (per TRX)
VERSION 6
UPGRADE TO VERSION 7
FROM VERSION 6
VERSION 7
UPGRADE TO VERSION 8
FROM VERSION 7
VERSION 8
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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ENGINEERING, INSTALLATION, AND COMMISSIONING (E I & C) - NONDISCOUNTABLE ** (T&I
IS INCLUDED IN LIST PRICE FROM I&C. LIST PRICE DOES NOT INCLUDE T&L FOR
ENGINEERING.
LPP * * * *
MSC
IWF 24 PORT
HLR
BILLING SERVER
ADC V.35 PATCH PANEL
ECHO CANCELLER
X.25 SWITCH
BTS
BSC
TCU
OMCR
NETWORK SERVICES - NONDISCOUNTABLE (LIST PRICE DOES NOT INCLUDE T & L)
NETWORK DESIGN
((LESS THAN)=300 BTS) * * *
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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**Engineering, Installation and Commissioning is included in the price of each
item of Equipment and Software set forth in this Section 1.5, except to the
extent of the changes listed under this heading "Engineering, Installation, &
Commissioning (EI&C)".
10. Amend Annex 1, Section 1.7.3 by deleting the second sentence and
replacing it with the following "EFR Vocoder Equipment (inclusive of all
Hardware and Software necessary to implement such features on the entire System)
shall be installed in each of Buyer's Systems by * , subject to Seller having
been provided fully functional engineering prototype EFR handsets no later than
*. *
11. Amend Annex 1, Section 1.7.4 by deleting * and replacing it with *,
with EFR support on GSM 07 to be provided with an early delivery of GSM 07 or
via a Software patch from GSM 07 to GSM 06, at Seller's discretion. Seller
agrees the availability of GSM 07 will not affect the product availability of
Seller's IS-41 Interworking Unit. Seller agrees that the first GSM 07 North
American V.O. will begin by *, at one of Buyer's sites to be selected by Buyer.
Terms and conditions of such V.O. shall be mutually agreed to in writing by the
parties prior to *.
12. Amend Annex 1, Section 1 by adding the following (new) Subsection
0.0.0.0:
1.7.4.4 For any Switches purchased during the Term, Seller agrees to
cap optional NSS and BSS Software features at * per Switch for all optional
features in GSM 08 through GSM 10. Three (3) equal payments of * will be
invoiced upon the Conditional Acceptance of the features contained in GSM 08,
GSM 09 and GSM 10, respectively, in each applicable Switch. Hardware, including
applicable engineering and Installation applicable to such Hardware, which may
be required for such upgrades is not included and will be provided at the Prices
set forth in Annex 1 or, if not listed in Annex 1, at Seller's then-current list
price less any applicable discount set forth in Article 2 of Annex 1.
13. Amend Annex 1 Section 1.7.5 by deleting * and replacing it with "when
commercially available".
14. Amend Annex 1 Section 1.7.8 by deleting it in its entirety and
replacing it with the following:
1.7.8 In consideration for Buyer's volume Commitment described in
Section 5.9 of the Agreement, Seller agrees, subject to Section 1.7.8.1, to
provide to Buyer, *, to be used on advertising and/or marketing, for each MTA
market for which Seller provides both NSS and BSS Equipment. Any such
advertising/marketing shall make reference to Seller's Equipment and shall be
subject to Section 19.2 of the Agreement.
1.7.8.1 Cash reimbursements by Seller under Section 1.7.8
shall be made to Buyer upon the later of Final Acceptance of a specific MTA, or
Seller's substantiation of invoices
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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reasonably detailing advertising/marketing cost paid by Buyer (but in no event
later than one [1] year following Final Acceptance of a specific MTA).
15. Amend Annex 1 Section 1.7.11 by deleting it in its entirety and
replacing it with the following:
1.7.11 Seller agrees that it will have installed in Buyer's Network,
subject to receipt of Buyer's Purchase Order therefor, as of *, an IS-41
Interworking Unit ("IWU") with functionalities as specified in Section 22
herein.
16. Amend Annex 1 by adding the following (new) Subsections:
1.7.12 Seller agrees that there are available for purchase by Buyer
the masthead DLNA and retrofit kits to upgrade existing BTSs. The DLNA and
retrofit kits are offered as an option on sectored BTSs only and will support up
to 2 TRX's per sector. Seller agrees to provide engineering and installation *
to retrofit up to 200 BTSs purchased hereunder. Installation for such
retrofitting will be completed market by market and all sites within a Buyer MTA
market shall be retrofitted in accordance with a single deployment plan
according to a mutually agreed upon schedule.
1.7.13 During the Term, Seller agrees to provide to Buyer, *, its
Brisc 70 processors for all SuperNode MSC's shipped after June 1, 1996. Upon
commercial availability, each SNSE installed as part of the initial buildout of
an. MTA or BTA will include optional BRISC 70 processors *. Seller agrees to
offer Buyer an upgrade program that provides Brisc 70 processors at no charge
for the Portland SuperNode and for any installed SNSE purchased under this
Agreement, when available. After Seller has completed such installation, Seller
shall take possession of the processor which was upgraded and remove it from
Buyer's premises. Applicable engineering, Installation, and Commissioning
charges are not included, and shall not exceed * per SuperNode MSC or per SNSE.
1.7.14 Seller agrees to provide OEM Project Management services to
facilitate integration of Buyer provided OEM (i.e., SEMA, Centigram, Danet and
SCI), hardware and software previously installed by Buyer in the Hawaii market
into Buyer's Network ("OEM Project Management"). OEM Project Management includes
1) Seller provision of a test plan to be mutually agreed upon by Buyer, Seller
and OEM vendors ("OEM Test Plan"); and 2) Seller overseeing the execution of
such OEM Test Plan; and 3) Seller identification of OEM Equipment issues and
coordination of agreed to resolutions; and 4) Seller resolution of issues with
Seller's Equipment in accordance with Section 7 of the Agreement. Seller shall
not be responsible for any actions of the OEM vendors, including but not limited
to de-bugging OEM vendor Software. OEM Project Management shall be provided *
for the first MSC in each MTA or BTA for which Seller provides Project Services.
Seller shall perform this Service for OEM products not previously installed in
Hawaii on an as-quoted basis.
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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1.7.15 Seller agrees to provide * of consulting support for
assistance in billing, provisioning, network planning, and RF planning related
to deployment of Seller Systems. The parties shall mutually agree in advance to
the support personnel utilized and such personnel's schedules. Such support does
not include travel, lodging or per diem expenses, which shall be invoiced to
Buyer on a quarterly basis. Seller shall provide all support beyond the above *
on an as-quoted basis.
1.7.16 Seller agrees to provide an OMC-S and Service Node Equipment
to Buyer * set forth in Article 2 of Annex 1 and in accordance with the delivery
schedules therefor. Seller shall propose a trial program to Buyer for the OMC-S
and the Service Node Equipment, such trials to be provided upon mutually agreed
terms and conditions. Seller agrees to propose an OMC-S trial program to Buyer
by November 1, 1996 and to propose a Service Node trial program to Buyer by
November 1, 1996.
1.7.17 Seller agrees to support the Orga OPSC SIM card, subject to
an interworking testing agreement being concluded between Orga and Seller.
Seller agrees to use reasonable efforts to reach an interworking agreement with
Orga.
1.7.18 Payments due to Seller for Seller's OMC02 release mediation
Software will be delayed until Seller's OMC03 release Software is shipped to
Buyer. Seller shall invoice Buyer for OMCO2 and OMC03 upon installation of OMC03
in each MSC.
1.7.19 Seller agrees to provide one billing server * for the Denver
MTA and an additional billing server * for a second MTA or BTA to be designated
by Buyer, each billing server to be in the configuration specified in Exhibit A
attached and incorporated herein. Any Equipment not specified in the attached
Exhibit A, shall be purchased according to the terms of this Agreement.
Applicable engineering, Installation and Commissioning charges requested by
Buyer in connection with the billing servers referenced above are not included,
and shall not exceed * per billing server. Any other Services relating to
billing servers shall be provided on an as-quoted basis.
1.7.20 For up to * located in any Buyer MTA or BTA, Seller agrees to
provide Buyer a * credit for each Series 4000 BTS site expanded with or replaced
by Series 8000 BTS Equipment. Such credit shall be applied against Seller
manufactured PCS 1900 Equipment purchased hereunder for purposes of Series 4000
BTS expansion to a Series 8000 BTS or for replacement of Series 4000 BTS with
Series 8000 BTS. Use of such credit is limited to payment of * percent of the
total amount of any invoice.
1.7.21 In consideration for Buyer's agreement to the changes in
Sections 12.6 and 12.7 of this Agreement as specified above, Seller agrees to
provide to Buyer * one SNSE Lab Switch ("Lab Switch"), which includes a BSC, TCU
and GSM 06, in the configuration as
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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specified by Seller in Exhibit B, attached and incorporated herein, on a date to
be mutually agreed to by the parties, but in no event later than December 1,
1996. Seller agrees to provide Software upgrades * for such Lab Switch, so long
as such Lab Switch is not deployed for revenue producing service. Any Equipment
not specified in Exhibit B shall be purchased according to the terms of this
Agreement. All Services requested by Buyer in connection with the Lab Switch
shall be provided on an as-quoted basis.
1.7.22 During the Term, Seller agrees to provide Buyer two man
months of post commissioning support, not to exceed four hundred (400) hours,
for each initial MSC installation. Such support includes one (1) NSS and one (1)
BSS support level technician on site during this period of time. Seller shall
provide support beyond the above four hundred (400) hours on an as-quoted basis.
17. Amend Annex 1, Section 2 by deleting Section 2.1 in its entirety and
replacing it with the following:
2.1 Discounts
Equipment Prices, other than for the Initial MTAs and OEM Equipment,
during the Term of this Agreement shall be the lesser of (i) those Prices set
forth in Sections 2.2 and 2.3 of this Annex 1, or (ii) Seller's then-current
list Prices, in each case less the discounts set forth below. Unless
specifically stated, Prices for Services are not included in List Prices and
Prices for Services and OEM Equipment are not subject to discounts.
1996 1997 1998 1999
------ ------ ------ ------
BSS (non-OEM) * * * *
NSS (non-OEM)
Software (non-OEM)
DLNA
2.1.1 A * accrues after Buyer's purchase of *, with lightning
protection at the price set forth in Section 2.2 of Annex 1 as amended herein,
(inclusive of all Smart BTSs ordered prior to the date of this Agreement), which
credit can be used towards the purchase of additional Seller manufactured PCS
1900 Equipment. Use of such credit is limited to payment of * of the total
amount of any invoice. Buyer must use the * in its entirety before June 30, 1998
or forfeit any unused portion at such time.
2.1.2 *
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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18. Amend Annex 1, Section 2 by adding the following (new) Subsection as
follows:
2.1.3 Pricing changes resulting from the revised discount table
above will be effective April 1, 1996, and will be applicable to all Purchase
Orders issued by Buyer after that date.
19. Amend Annex 1, Section 2.2 by deleting the following:
OEM HARDWARE*
IWF *
* Discount does not apply.
20. Amend Annex 1, Section 2.2 by adding the following:
EQUIPMENT PEC CODE LIST PRICE
--------- -------- ----------
NSS HARDWARE
SUPERNODE 60 SPARES W/CABINET NTNX22B *
SUPERNODE 70 SPARES W/CABINET N/A
LPP SPARES N/A
EXTERNAL HLR HARDWARE
BRISC 70 UPGRADE w/cabinet (2
processors)
BTS HARDWARE
BSC 610 160 TRX
BSC 1200 320 TRX, 1200 Xxxxxx, 00
Sites
S2000 Micro High Power with 1 TRX
S2000 Micro High Power with 2 TRX
S2000 Pico Low Power with 1 TRX
S2000 Pico Low Power with 2 TRX
S8000 Omni 1 with 1 TRX
S8000 Omni 2 with 2 TRX
S8000 S11 with 2 TRX
S8000 S22 with 4 TRX
S8000 S111 with 3 TRX
S8000 S222 with 6 TRX
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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S8000 S332 with 8 TRX (incl. *
Hybrid Combiner)
S8000 S333
S8000 S444
S12000 SMART BTS
S8000 MOUNTING PEDESTAL N/A
AUXILIARY BATTERY CABINET S8000 N/A
S8000 BACK-UP BATTERY CABINET 2 N/A
S8000 BACK-UP BATTERY CABINET 3 N/A
S8000 BACK-UP BATTERY CABINET 4 N/A
S8000 BTS STD. MTING PEDESTAL KIT N/A
S8000 BTS EXTD. MTING. PEDESTAL KIT N/A
S8000 BATT. CAB. STD. MTING. PED. KIT N/A
S8000 BATT. CAB EXTD. MTING PED. KIT N/A
S8000 01-02 UPGRADE w/DUPLEXERS N/A
S8000 01-02 UPGRADE w/HYBRID CMBRS.
(H.C.)
S8000 S11-S22 UPGRD. w/DUPLEXERS N/A
S8000 S11-S22 UPGR. w/H.C.'s N/A
S8000 S111-S222 UPGR. W/DUPLEXERS N/A
S8000 S111-S222 UPGR. W/H.C.'S N/A
S8000 S222-S332 UPGR. W/H.C.'S N/A
DRX FIELD EXP. KIT N/A
DUPLEXER N/A
HYBRID COMBINER N/A
RECTIFIER N/A
HYBRID COMBINER KIT (incl. 1 H.C.) N/A
OEM HARDWARE - NONDISCOUNTABLE
PEC CODE
INTERWORKING FUNCTION 4 PORT N/A
INTERWORKING FUNCTION UPGRADE 4 PORT
TO 24 PORT
INTERWORKING FUNCTION 24 PORT N/A
IWF SPARES N/A
ADC V.35 PATCH PANEL PMSLA-16-V35
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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ADC V.35 POWER SUPPLY DMPS-548 *
ADC V.35 PATCH CORD PMPC-BV-3
ADC V.35 FEMALE TO FEMALE PMMLA-V.35FF
ECHO CANCELLER RACK P6.0800.A1.0800E
SITE ALARM & ACCESS MODULE 81.2555A
ECHO CANCELLER 2551C
ECHO CANCELLER SHELF (16 position) 255D1
OMC-R V-7 SPARC
2ser(s100e)3wrks(s110) N/A
EXT., TAPE DRIVE DAT 4mm 5Gb NTPA1529
OMC-R WORKSTATION PRINTER KIT NTPA1525
CSU KIT - TSERV II NTPA17CA
CSU KIT - TSMART NTPA36AF
BATTERY KIT - MINI/SMART BTS N/A
MOUNTING BASE KIT - Mini BTS 1-Frame NTPA17GJ
MOUNTING BASE KIT - Mini BTS 2-Frame NTPA17GK
MOUNTING BASE KIT - Smart BTS 2-Frame NTPA17GL
MOUNTING BASE KIT - Smart BTS 3-Frame NTPA17GM
TEMPLATE - Concrete Pad Mini BTS NTPA08NA
INSTALLATION KIT - BSC NTPA09BA
INSTALLATION KIT - BTS INDOOR NTPA07GA
INSTALLATION KIT - BTS MINI/SMART NTPA08KA
INSTALLATION KIT - TCU NTPA04EA
LP BOX - Lightning Protection-Smart N/A
BTS *CABLE SET LP BOX-BTS S22 NTPA1755
*CABLE SET LP BOX-BTS S11 NTPA1756
*CABLE SET LP BOX-BTS 1S111 NTPA17GF
*CABLE SET LP BOX-BTS 2S111 NTPA1757
DLNA (2 per sector) N/A
DLNA POWER SUPPLY N/A
DLNA FUSE KIT (1 per site) N/A
S8000 EXTERNAL BATTERY STRING N/A
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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EI&C - NONDISCOUNTABLE (T&L IS INCLUDED IN LIST PRICE FOR I&C. LIST PRICE DOES
NOT INCLUDE T&L FOR ENGINEERING.
IWF 4 PORT *
IWF UPGRADE 4 PORT TO 24 PORT
IWF 24 PORT
BRISC 70 UPGRADE
LPP
MSC
HLR
BILLING SERVER
ADC V.35 PATCH PANEL
ECHO CANCELLER (per shelf)
S4000 BTS
S4000 SMART BTS
S2000 MICRO BTS (1 TRX) (per cabinet)
S2000 MICRO BTS (2 TRX)
S2000 MICRO BTS UPGRADE 1 TRX TO
2 TRX
S8000 01 (per BTS)
S8000 02 (per BTS)
S8000 S11 (per BTS)
S8000 S22 (per BTS)
S8000 S111 (per BTS)
S8000 S222 (per BTS)
S8000 S332 (per BTS)
S8000 XXXX.XXX. (per cabinet)
S8000 01-02 UPGRADE w/DUPLEXERS (per BTS)
S8000 S11-S22 UPGRADE w/HYBRID COMBINERS (per BTS)
S8000 S11-S22 UPGRADE
w/DUPLEXERS (per BTS)
S8000 S11-S22 UPGRADE w/HYBRID
COMBINERS (per BTS)
S8000 S111-S222 UPGRADE w/DUPLEXERS (per BTS)
S8000 S111-S222 UPGRADE w/HYBRID
COMBINERS (per BTS)
S8000 S222-s332 UPGRADE w/HYBRID
COMBINERS (per BTS)
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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BSC *
TCU
OMCR MCTMI (per cabinet)
MCAM (per cabinet)
MCEX (per cabinet)
MCGM (per cabinet)
DTC EXTENSION (per DTC)
ENET EXTENSION (per 10 DTC's)
MPDC EXTENSION (per MPDC)
MSC SOFTWARE UPGRADE (per MSC)
HLR SOFTWARE UPGRADE (per HLR)
OMC-R SOFTWARE UPGRADE (per OMC-R)
LPP LINKS EXTENSION (per LPP cabinet)
DLNA (w/init. BTS Installation) (per BTS)
DLNA (after Init. BTS Installation (per BTS)
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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19
21. Amend Annex 1, Section 2 by adding the following (new) Subsection
2.2.1:
2.2.1 SPARES KIT CROSS-REFERENCE SECTION
Note: Unless otherwise stated quantity shall be one (1) for each spare
included in the applicable spare kit.
DESCRIPTION PEC CODE QUANTITY
----------- -------- --------
SUPERNODE 70 SPARES 1
-------------------
CABINET NTNX22BA
CPU MOTHERBOARD CP NT9X10BA
PORT CARD W/PARITY NT9X12AD
96MB MEMORY CP NT9X14EA
MS 4-PORT CARD CP NT9X17AD
MS R-PORT (W/CMC) NT9X17CA
ENET XX XXXXXX I/F NT9X20BC
DS30 4 XXXX XXXXXXXXXXX XX0X00XX
DS-30 4-PORT CP NT9X23B 1
REMOTE TERMINAL CP NT9X26AB
BRISC RTIF CP NT9X26EA
GLOBAL 5V 86A PWR CONV NT9X30AB
GLOBAL 5V 20A PWR CONV NT9X31AB
MS LOAD PADDLEBOARD NT9X32AA
SLM III NT9X44AD
+12V POWER CONVERTER XX0X00XX
XXX XXX XXXXXX XX XX0X00XX
DMS BUS SYSTEM CLOCK NT9X53AD
XXXXXXX 0 XXX XXXXX XX0X00XX
X00 XXXXXXX XXXX XX0X00XX
LPP SPARES 1
----------
STP SIGNALING TERMINAL I/F NT9X76AA
V.35 INTERFACE NT9X77AB
ETHERNET INTERFACE NT9X84AA
ETHERNET INTERFACE PB NT9X85AA
ENHANCED IPF & F BUS I/F NTEX22BB
CHANNEL BUS CONTROL XXXX 0 XXXX00XX
XXXXXXX XXX XXXXXXX XXXX 0 XXXX00XX
CHANNEL ACCESS BUS I/F PB NTEX26AA
DS30 LINK I/F XXXXXXXXXXX XXXX00XX
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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BILLING SERVER SPARES 1
---------------------
CPU 00 XXX XX XX0X00XX
XXX XXXXXXXXXX XX XX0X00XX
2-PORT SUBRATE DS512PB NT9X62AA
DUAL PORT MSG CONT CP NT9X86AA
DUAL ACCESS BUFFER MEMORY CP NT9X87AA
DUAL SCSI I/F PROC PB NT9X88AA
SCSI DEVICE INTERFACE PB NT9X89AA
GLOBAL +5/+12V PWR CONVERTER NT9X91AC
POWER CONVERTER +/-5V NTDX15AB
ALARM/CONV DR NTOX91AA
FSP ALARM CP NT6X36AA
24MB MEMORY CP NT9X14DB
REMOTE TERMINAL NT9X26AB
STORAGE DEVICE NT9X90AA
STORAGE DEVICE NT9X90BA
IWF SPARES 1
----------
IWF (SMC) CONTROLLER A0636382
MOTOROLA UDS LIU UNIT for T1 LINKS A0628473
IWF DUSL PT CRD W/CMPTR (GSM/PCS) A0637357
MODEM A0653229
DS1 CP (if required) NT6X50AB
IPF PROC(GREATER THAN)& X/XXX X/X XXXX00XX
XXXXXXXX XX XX0X00XX
EIX ETHERNET PADDLEBOARD NT9X85AA
ETHERNET CABLE (FROM 36 LINK LPP) NTNX36PU
22. Amend Annex 1, Section 2.5 by deleting subsection 2.5.1 in its
entirety and replacing it with the following:
2.5.1 IS-41 Interworking Unit ("IWU") standalone system
functionalities:
1. Automatic Registration: allows a GSM subscriber to register
automatically while roaming in an IS-41 network.
2. Call Origination: allows a GSM subscriber to originate calls while
roaming in an IS-41 network.
3. Call Delivery (Call termination): allows a GSM subscriber to receive
calls while roaming in an IS-41 network.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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4. Call Forwarding: Call Forwarding Unconditional, Call Forwarding Busy,
Call Forwarding Not Reachable*, Call Forwarding No Reply*.
* mapped to IS-41-B call forwarding no answer
5. Three Way Calling: allows a GSM subscriber to use the three way calling
functionality while roaming in an IS-41 network.
6. Call Waiting: allows a GSM subscriber to use the call waiting
functionality while roaming in an IS-41 network.
7. Call Barring: Outgoing Calls, International Outgoing Calls, Incoming
Calls (Mapping standards between GSM and IS-41 Standards are not defined; these
functionalities shall be provided based on Seller's solutions)
Furthermore, Seller shall use all reasonable efforts to support feature
activation/deactivation functionality, based on specifications as mutually
agreed to by the parties. Such mutually agreed to specifications shall include,
but not be limited to, an XXXX approved method and shall be agreed to by Seller
and Buyer by *. Subject to such specifications being agreed to by * and Seller
having been provided sufficient quantities of Buyer's chosen vendor's dual-mode
handsets or, at a minimum, fully functional engineering prototypes thereof for
testing purposes, Seller shall begin V.O. testing on feature
activation/deactivation functionality by *. The IWU will not inhibit Equal
Access functionality as defined in GSM standards. The IWU will not impact the
cellular network to recognize that anything other than an IS-41 compliant HLR is
connected to it.
23. Amend Annex 1, Section 2.5 by deleting in the first line "IWF" and
replacing it with "IWU".
24. Amend Annex 1, Section 3 by deleting Section 3.2 in its entirety and
replacing it with the following:
3.2 Seller agrees to provide * of training for each Seller MSC
purchased after April 1, 1996. Up to 50% of such hours may be used by Buyer for
training on Buyer premises *, excluding travel and living expenses of the
trainer.
25. Amend Annex 2, Section 6.0 by adding the words "or as may be mutually
agreed to in writing" at the end of the last sentence of the first paragraph.
This Amendment No. 3 shall be retroactive to April 1, 1996 ("Effective
Date") upon execution by both parties.
__________________
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
CONFIDENTIAL: PROPRIETARY NORTEL & WESTERN INFORMATION
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Except as specifically modified herein, the Agreement shall in all
respects continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their representatives being thereunto duly authorized.
WESTERN PCS CORPORATION NORTHERN TELECOM INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx Xxxxxxxxx
______________________ ______________________
Name: Xxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxxxx
______________________ ______________________
Title: President Title: President
______________________ ______________________
Date: 11/11/96 Date: 10/21/96
______________________ ______________________
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