EXHIBIT 10.4 MASTER PURCHASE AGREEMENT THIS MASTER PURCHASE AGREEMENT (this "Agreement"), effective as of September 21, 2001 (the "Effective Date"), is entered into by and between Ericsson Inc., a Delaware corporation ("Ericsson"), and Triton PCS...

EXHIBIT 10.4

MASTER PURCHASE AGREEMENT

THIS MASTER PURCHASE AGREEMENT (this "Agreement"), effective as of September 21,
2001 (the "Effective Date"), is entered into by and between Ericsson Inc., a
Delaware corporation ("Ericsson"), and Triton PCS Equipment Company L.L.C., a
Delaware limited liability company ("Triton") (each individually referred to as
a "Party" and collectively referred to as the "Parties").

WHEREAS, Triton desires to retain a qualified supplier to provide products and
services from time to time with respect to various projects of Triton to build
and expand Triton's GSM/GPRS/EDGE/UTMS network.

WHEREAS, Triton and Ericsson agree that the business structure established
pursuant to this Agreement will achieve the objectives contemplated by the
Parties in establishing a flexible framework governing the standard terms and
conditions upon which Ericsson will provide Triton, and Triton will purchase
from Ericsson, those certain specified products and services.

NOW, THEREFORE, The Parties agree as follows:

1. DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the
following meanings:

"ACCEPTANCE" means, for the relevant item, the acceptance by Triton of
such item in accordance with the terms of Section 8 of this Agreement
and the relevant Statement of Work.

"AFFILIATE", with respect to a Party, means any individual,
corporation, partnership, joint venture, proprietorship or other
entity, directly or indirectly, owning, owned by or under common
ownership with such Party to the extent of more than fifty percent
(50%) of the voting shares or controlling interests owned beneficially
by such entity or Party, as the case may be.

"BUILD OUT PLAN" shall mean the plan which (i) Ericsson submits to
Triton for a Project, specifying the Products and Services to be
provided by Ericsson to Triton for the Project (including without
limitation the delivery schedule thereof), to meet Triton's
requirements set forth in the forecast provided by Triton for the
Project, and (ii) is approved by Triton in writing. Each Build Out Plan
may be modified, revised or supplemented from time to time by the
Parties' mutual agreement in accordance with Section 6(b) of this
Agreement.

"CELL" shall mean a single radio sector.

"CELL SITE" shall mean an Ericsson-engineered Hardware and Software
comprised of Ericsson radios and common equipment, but excluding Switch
equipment, that contain multiple Cells.

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"HARDWARE" shall mean the Ericsson manufactured hardware components
made available for purchase by Triton pursuant to this Agreement.

"IN STABLE REVENUE SERVICE," with respect to any Product provided by
Ericsson to Triton hereunder, shall mean Triton's commercial use of
such Product, or a portion thereof, exclusive of operation for purposes
of conducting Acceptance tests, for a period of thirty (30) days
following the commencement of such commercial use thereof, during which
time such Product operates materially in conformance with the
applicable Specifications; provided that In Stable Revenue Service of
such Product shall be deemed to have occurred upon the expiration of
such 30-day period (or any subsequent 30-day period commencing upon
Ericsson's written notification that the non-conformance of such
Product noted previously by Triton in the punchlist has been corrected)
unless Triton provides Ericsson with a written notification specifying
the non-conformance of such Product within such 30-day period (or any
applicable subsequent 30-day period).

"INSTALLATION" shall mean the installation of Products by Ericsson in
accordance with applicable specifications.

"INSTALLATION SITE" shall mean the location (within contiguous United
States, Puerto Rico, or U.S. Virgin Islands) specified by Triton for
Installation of a Switch and/or Cell Site.

"MARKET" shall mean a Triton (or Affiliate) wireless service coverage
area and such other Triton (or Affiliate) majority-owned market that
the Parties mutually agree in writing to make subject to the terms and
conditions of this Agreement from time to time during the term of this
Agreement.

"MARKET ACCEPTANCE" is defined in Attachment I.

"OEM EQUIPMENT" shall mean miscellaneous items of non-Ericsson
equipment made available for purchase by Triton under this Agreement,
not integrated into the Hardware during the manufacturing process.

"PRODUCT(S)" shall mean, individually and collectively, Hardware and
Software provided by Ericsson to Triton pursuant to this Agreement.

"PROJECT" shall mean a project under which Triton and Ericsson
undertake to build or expand a Switch Area System in each such market
as outlined in a Statement of Work.

"SERVICES" shall mean the services provided by Ericsson to Triton
pursuant to this Agreement, including Installation.

"SITE ACCEPTANCE," with respect to a Cell Site, shall mean Triton's
Acceptance of the applicable BTS upon successful completion of the
acceptance testing of the BTS in accordance with the testing procedures
set forth Section 3 of Attachment G or in the relevant Statement of
Work, as applicable.

"SOFTWARE" shall mean all computer software furnished hereunder
including, but not limited to, computer programs contained on a
magnetic or optical storage medium, in a

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semiconductor device, or in another memory device or system memory
consisting of (i) hardwired logic instructions which manipulate data in
central processors, control input-output operations, and error
diagnostic and recovery routines, and (ii) instruction sequences in
machine-readable code that control call processing, peripheral
equipment and administration and maintenance functions.

"SOFTWARE RELEASE" shall mean (i), the base operating Software for the
Switch, together with certain standard incremental subscriber and/or
carrier software features included at Ericsson's sole discretion, such
base operating Software and standard subscriber and/or carrier features
together forming a base load ("Base Load"), as well as (ii), in
addition to the Base Load, certain features that may be activated in
increments at Triton's option ("Optional Features") upon payment of the
applicable fees to be mutually agreed in writing by the Parties in the
applicable Statement of Work.

"SOFTWARE UPDATE" shall mean a Software Release that contains
correction of errors found in the then current in-service release of
the Software

"SOFTWARE UPGRADE" shall mean an upgrade to Triton's then-existing
Software Release that may download certain Software fixes and/or
enhancements as well as unlicensed Optional Features from a more
current Software Release onto Triton's Switch.

"SPECIFICATIONS," with respect to a Product, shall mean each and every
applicable functionality, component, and requirement of the Product
described in the documentation furnished by Ericsson with the Product,
or, if such documentation does not exist, standard industry
specifications for the same or substantially the same product.

"STATEMENT OF WORK" shall mean a statement of work executed by the
Parties pursuant to and in accordance with the terms and conditions of
this Agreement for a Project. Each Statement of Work will, at a
minimum, include the following:

(1) A reference to this Agreement, which reference will be deemed
to incorporate all applicable provisions of this Agreement.

(2) The date as of which the Statement of Work will be effective,
and, if applicable, the term or period of time during which
Ericsson will provide the applicable Products and Services to
Triton pursuant to the Statement of Work.

(3) The scope of the Project covered by the Statement of Work,
including without limitation the Products and Services to be
provided by Ericsson in the Project.

(4) The amounts payable to Ericsson by Triton for the Products and
Services to be provided by Ericsson under the Statement of
Work, the basis on which such amounts will be determined, and
the schedule on which such amounts will be invoiced to Triton
by Ericsson.

(5) Any additional provisions applicable to the Project under the
Statement of Work that are not otherwise set forth in this
Agreement or that are exceptions to the provisions set forth
in this Agreement.

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(6) Any applicable Acceptance test plan and criteria for the
Products to be provided under the Statement of Work. In the
Statement of Work, the Parties may mutually agree upon the
Acceptance test plan and criteria that are in addition to or
different from the Acceptance test plan and criteria set forth
in Attachment G (whether due to the nature of the Products to
be provided or the project to be undertaken under the
Statement of Work or due to any other reasons), in which event
the Acceptance test plan and criteria set forth in the
Statement of Work will prevail over the Acceptance test plan
and criteria set forth in Attachment G (notwithstanding any
provision contained herein to the contrary).

With respect to each Statement of Work, Ericsson and Triton will
negotiate in good faith to mutually agree upon (i) Triton's right, if
any, to terminate such Statement of Work (in whole or in part), and
(ii) the cancellation charges, if any, to be paid by Triton to Ericsson
for any such termination.

"SWITCH" shall mean the Hardware provided by Ericsson to Triton
pursuant to this Agreement that performs switching functions.

"SYSTEM" shall mean a combination of a Switch and each of one or more
Cell Sites furnished hereunder.

"THIRD GENERATION" refers to GSM/GPRS/EDGE and UMTS technology.

"WARRANTY PERIOD" shall mean ***** for Hardware, Software or Services,
beginning upon (1) Acceptance, for Products or (2) the date the Service
is performed, for Services.

2. SCOPE

This Agreement establishes the standard terms and conditions that will apply to
the Products and Services to be provided by Ericsson to Triton in each such
Project as mutually agreed upon from time to time by the Parties in a Statement
of Work. Triton shall have no obligation to enter into any Statements of Work.
Except as expressly provided in a Statement of Work executed by Triton and
Ericsson, Triton shall have no obligation to purchase any Products or Services
from Ericsson, and Ericsson shall have no exclusive right to provide any
Products or Services to Triton under this Agreement. Supplemental terms
applicable to Triton's purchase and/or license of the Products and Services are
attached to this Agreement as Attachments A - I and incorporated herein by
reference. The Products are provided only for Triton's own use in the United
States and not for resale.

In the event of a conflict or inconsistency between this Agreement and a
Statement of Work, the provisions of the Statement of Work will prevail. In the
event of a conflict or inconsistency between the main body of this Agreement and
the Attachments, the provisions of the main body of this Agreement will prevail.

3. TERM

Unless otherwise terminated in accordance with the terms hereof, the term of
this Agreement will commence on the Effective Date and will thereafter continue
for a period of five (5) years. Notwithstanding the expiration of this
Agreement, each Statement of Work entered into prior to the effective date of
such expiration will remain in full force and effect in accordance with the

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**** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.

provisions thereof, including each of the provisions of this Agreement
incorporated by reference into such Statement of Work.

4. PRICES

(a) Prices. The charge for any Product or Service ordered will be as
specified in Attachment A, which may be amended or supplemented from
time to time by the Parties' mutual agreement in writing.
Notwithstanding anything to the contrary contained herein, in
Attachment A, or otherwise, all prices reflected on Attachment A shall
refer to prices per sector (not prices per Cell), as applicable. Prices
do not include taxes. Triton shall be invoiced in accordance with
Section 5.

(b) *****

(i) *****

(ii) *****

(iii) *****

5. BILLING AND TERMS OF PAYMENT

(a) Unless otherwise provided in the applicable Statement of Work, Ericsson
will invoice Triton the applicable prices, charges and fees for the
Products and Services according to the following schedules:

(1) Invoices for Products to be installed by Ericsson, together
with the related Services (except for periodic services) will
be issued for (i) *****% of the charges upon Ericsson's
delivery of the Products, (ii) *****% of the charges upon
Acceptance of the Products, and (iii) *****% of *****.

(2) Invoices for periodic services, including without limitation
Customer Support Services, will be issued at the beginning of
each calendar month for such periodic services to be provided
by Ericsson in such calendar month.

(3) Invoices for Products not included for installation by
Ericsson will be issued for *****% of the charges upon
Ericsson's delivery of the Products.

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For the purposes of this Section 5(a), unless otherwise specified in
the applicable Statement of Work, the Products provided by Ericsson to
Triton pursuant to that Statement of Work will be deemed to be
installed by Ericsson.

(b) Each invoice issued pursuant to this Agreement will be due and payable
to Ericsson within thirty (30) days from the date of the invoice.
Notwithstanding anything in this Agreement to the contrary, Triton may
withhold payment for amounts claimed under invoices that Triton in good
faith believes are in excess of actual amounts owing to Ericsson, but
shall pay the amount that is undisputed. Within thirty (30) days of
receipt of invoice, Triton will notify Ericsson in writing identifying
what it believes to be inaccurate, setting forth the nature of the
alleged overcharge. Ericsson shall promptly investigate the disputed
invoice. Any amount due hereunder, but not paid, shall bear interest on
such amount for the period from and including the original due date for
payment to but excluding the date of actual payment at a rate per annum
(charged monthly) equal to the lesser of (i) the Prime Rate plus *****%
per annum or (ii) the maximum rate per annum permissible under
applicable law. "Prime Rate" shall mean the "prime rate" of interest
quoted from time to time by The Wall Street Journal as the base rate on
corporate loans made by major United States money center commercial
banks, provided that, in the event that The Wall Street Journal ceases
quoting a "prime rate" of the type described above, "Prime Rate" shall
mean the rate of interest announced publicly from time to time by
Citibank, N.A. as its "base rate" in effect at its principal office in
New York, New York; each change in the Prime Rate shall be effective on
the date such change is published or announced publicly, as applicable,
as being effective.

6. BUILD OUT PLAN

(a) With respect to each Project, Triton will provide Ericsson with a
forecast of Triton's requirements within thirty (30) days following the
effective date of the applicable Statement of Work. Within fifteen (15)
business days following its receipt of the forecast, Ericsson will
review the forecast, seek clarification as needed, perform capacity
analyses, and prepare and submit a proposed Build Out Plan for the
Project to Triton for approval. Triton agrees to provide Ericsson with
its approval or rejection of the Build Out Plan within fifteen (15)
business days after receipt. Such Build Out Plan, if accepted, will
constitute Ericsson's obligation to provide to Triton, and Triton's
obligation to purchase from Ericsson, the Products and Services as set
forth in the Build Out Plan.

(b) The Parties recognize that changes to a Build Out Plan may be necessary
from time to time due to changes to the Project or any other legitimate
business reasons. In the event that Triton desires to change the Build
Out Plan, Triton will promptly provide Ericsson with a description of
the changes desired and such other pertinent information as may be
reasonably requested by Ericsson for its preparation of a revised Build
Out Plan. Within fifteen (15) business days, Ericsson will propose to
Triton a revised Build Out Plan to accommodate the changes desired by
Triton. The Parties will work together in good faith to mutually agree
upon the revised Build Out Plan. Upon such mutual agreement, the
revised Build Out Plan will become effective and supersede any prior
Build Out Plan for the Project.

7. DELIVERY

(a) Ericsson will provide to Triton, and Triton will accept from Ericsson,
the Products and Services in accordance with the Build Out Plan.

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(b) Triton will have the Installation Site(s) ready on time and in
accordance with the requirements as set forth in Attachment E or as
otherwise mutually agreed in writing. In the event of Triton's failure
to have the Installation Site so ready, and in such circumstances, all
Products shall be deemed shipped and delivered for all purposes upon
storage.

8. ACCEPTANCE

(a) Upon its installation of the applicable Products, Ericsson will conduct
Acceptance testing in accordance with the applicable Acceptance test
plan and criteria set forth in Attachment G or the relevant Statement
of Work, as applicable, to demonstrate that such Products operate in
material conformance with the applicable specifications. Upon
successful completion of the applicable Acceptance testing, Ericsson
will provide Triton with a certificate of Acceptance for such Products.
Within ten (10) business days following its receipt of the certificate
of Acceptance, Triton will either (i) sign and return to Ericsson the
certificate of Acceptance, confirming Triton's Acceptance of such
Products, or (ii) notify Ericsson in writing of Triton's rejection of
such Products, together with the specific deficiencies constituting the
grounds for such rejection; provided that either (1) Triton's failure
to so provide Ericsson with such written notification of rejection
within such 10-business-day period, or (2) Triton's commercial use of
such Products, or a portion thereof, will constitute Acceptance of such
Products. Only service-affecting deficiencies arising out of the
Acceptance testing in accordance with Attachment G or the relevant
Statement of Work, as applicable, shall be grounds for delay of the
applicable Acceptance of such Products. Prior to or upon Triton's
Acceptance of a Product, Triton may provide Ericsson with a written
punchlist of the non-conformities of such Product (the "Punchlist").
Within fifteen (15) days following the Acceptance of such Product,
Triton may update such Punchlist by adding the non-conformities of the
Product identified by Triton after the Acceptance. Ericsson shall
promptly correct the non-conformities identified in the Punchlist. Upon
Ericsson's successful correction of such non-conformities, Ericsson
shall submit to Triton, and Triton shall sign, a certificate verifying
that no further Punchlist items remain unresolved.

(b) Products that do not require or utilize Ericsson installation services
(material-only orders) will be deemed accepted by Triton upon delivery
by Ericsson to Triton.

(c) Triton may not postpone Acceptance due to any deficiencies not
attributable to Ericsson. Neither Party is liable for any delay
resulting from force majeure events as set forth in Section 10.

9. LATE DELIVERY FEES

Except as otherwise provided in the applicable Statement of Work, in
the event that Ericsson fails to meet the delivery commitments set
forth in a Build Out Plan, Ericsson agrees to credit Triton the late
delivery fees as set forth in Attachment I. The foregoing method of
calculating and crediting Triton for late delivery fees shall be
Ericsson's sole liability and Triton's sole remedy for Ericsson's
failure to meet the delivery commitments set forth in any Build Out
Plan. For avoidance of doubt, the Parties agree that Ericsson shall not
be responsible for the payment of late delivery fees resulting from
delays to the extent that such delays occur primarily due to Triton's
failure to perform its

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responsibilities as set forth in Attachments E, or are caused by an
event of force majeure as set forth in Section 10.

10. EXCUSABLE DELAYS

Neither Ericsson nor Triton will be liable for nonperformance or defective or
late performance of any of their obligations hereunder to the extent and for
such periods of time as such nonperformance, defective performance or late
performance is due to acts of God, war (declared or undeclared), unforeseeable
acts (including failure to act) of any governmental authority (de jure or de
factor) with the exception of zoning or permitting authorities, riots,
revolutions, fire, floods, explosions, sabotage, nuclear incidents, earthquakes,
storms, sinkholes, epidemics, strikes, or delays of suppliers or subcontractors
if no equivalent source for such supplies or services can reasonably be obtained
for the same causes. Subject to the foregoing, in the event that Ericsson's
performance of its obligations hereunder (including, without limitation,
installation or testing of the Products purchased by Triton hereunder) is
delayed due to Triton's failure or delay in the performance of its obligations
hereunder (including, without limitation, failure to prepare the site for
installation of the Products) in according with the applicable Project schedule,
then Ericsson will be entitled to the following remedies:

(a) *****

(b) *****

11. PRODUCT WARRANTY

(a) Ericsson warrants that during the Warranty Period, (i) the Products
shall be free from any material, service-affecting nonconformance to
Ericsson's published Product specifications and free from defects in
material and workmanship; and (ii) Services are free from defects in
material and workmanship.

(b) Ericsson shall, at its discretion, repair, replace or otherwise correct
the defects in Products or Services. Any Hardware or Services repaired,
replaced or corrected during the Warranty Period is warranted for the
greater of ***** days from the date the repair, replacement or
correction is effected, or the balance of the original Warranty Period.
Replacement Hardware shall be new or reconditioned to perform as new,
at Ericsson's option. Ericsson shall bear risk of loss or damage and
pay for transportation charges for repaired or replacement Products
shipped by or to Triton (unless the Products returned by Triton are not
defective or otherwise not covered by Ericsson's limited warranty
provided hereunder). In the event such defective Products or Services
are not repaired or replaced within 30 days after receipt of notice
thereof, Triton shall have the following sole and exclusive remedy:

(1) return the defective Products to Ericsson for a full refund of
the purchase price already paid by Triton to Ericsson for the
defective Products, in which event, upon receipt of the
defective Products, Ericsson shall, as its sole and exclusive

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***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.

liability for its failure to cure the defective Products
within the 30-day period, provide such full refund to Triton;
or

(2) receive from Ericsson the liquidated damages, and not as a
penalty, an amount calculated as follows:

(i) With respect to any Product (other than a Switch)
that has a non-conformity or defect which Ericsson
fails to cure within the 30-day cure period, the
liquidated damages, for each full week beyond the
30-day cure period until such non-conformity or
defect is cured, will be equal to ***** percent
(*****%) of the net purchase price of such Product;
provided that the total amount of such liquidated
damages shall not exceed the net purchase price of
such Product.

(ii) With respect to any Switch that has a non-conformity
or defect which Ericsson fails to cure within the
30-day cure period, the liquidated damages, for each
full week beyond the 30-day cure period until such
non-conformity or defect is cured, will be equal to
***** percent (*****%) of the net purchase price of
such Switch; provided that the total amount of such
liquidated damages shall not exceed ***** percent
(*****%) of the net purchase price of such Switch.

The Parties agree that Ericsson shall pay all liquidated damages owed
pursuant to this Section 11(b)(2) in cash.

Unless Triton returns to Ericsson the subject defective Product within
thirty (30) days following the expiration of the 30-day cure period,
Triton shall be deemed to have exercised its sole and exclusive remedy
set forth in Section 11(b)(2) above.

(c) Services (including in-warranty Services) will be made available to
Triton in accordance with, and within the response times defined in,
Ericsson's standard practices and procedures which are set forth in
Attachment C of this Agreement.

(d) These warranties do not apply where the non-conformance is due to (i)
accident, fire, explosion, power failure, power surge or other power
irregularity, lightning, alteration, abuse, misuse or repair not
performed by Ericsson; (ii) improper storage by Triton; (iii) failure
by Triton to comply with all specified applicable environmental
requirements for Products; (iv) improper installation, maintenance,
operation or other service by Triton in connection with Products; (v)
use of Products by Triton in conjunction with an incompatible product
or a product not purchased from Ericsson or authorized in writing by
Ericsson; (vi) any error, act or omission by anyone other than Ericsson
(or its agents or contractors); (vii) where notice of the defect has
not been given to Ericsson within thirty (30) days after the end of the
applicable Warranty Period, or (viii) to the extent where Triton's
breach of this Agreement materially contributes to a Product failure.
The foregoing exclusions shall not apply in the event or to the extent
of a non-conformance arising from Ericsson's own performance or from
Ericsson's express instructions.

(e) These warranties do not apply to any (i) applications created by
Triton; (ii) any Software which is activated, or its use extended,
without payment when due of the applicable fee or Ericsson's written
consent; (iii) Software that is not maintained at Ericsson's current
Software Release level or within at least one (1) previous Software
Release level unless

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specified otherwise in Ericsson's documentation; and (iv) items
normally consumed during Product operation.

(f) THESE WARRANTIES CONSTITUTE THE ONLY WARRANTIES, OBLIGATIONS OR
CONDITIONS OF ERICSSON WITH RESPECT TO THE PRODUCTS AND SERVICES AND
ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, WRITTEN OR ORAL,
STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. ERICSSON IS NOT RESPONSIBLE FOR ANY WARRANTY OFFERED BY TRITON
TO ANY CUSTOMER(S) OF TRITON.

12. SOFTWARE LICENSE

(a) Subject to Triton's payment when due to Ericsson of the applicable
fees, Ericsson hereby grants to Triton, a personal, non-exclusive,
right to use the Software furnished to Triton only in conjunction with
Triton's use of the Hardware or other Ericsson-authorized material
("Licensed Software"). Triton is granted no title or ownership rights
to the Software.

(b) All Software shall be treated by Triton as exclusive property of,
proprietary to, and a trade secret of Ericsson and/or its suppliers, as
appropriate, and Triton shall: (i) not reproduce, copy, or modify the
Software in whole or in part except as authorized by Ericsson; (ii) not
decompile, reverse engineer, disassemble, reverse translate, or in any
other manner decode the Software; and (iii) upon termination of the
license for any reason, forthwith return the Software to Ericsson or
certify its destruction. In addition, Ericsson will provide to Triton
in advance any terms and conditions applicable to any Software of any
third party to be supplied to Triton by Ericsson.

(c) Triton shall not have the right to assign or sublicense its rights in
Software without the written consent of Ericsson, which will not be
unreasonably withheld, conditioned or delayed; provided, however, that
Triton may, by providing Ericsson with a prior written notice thereof,
assign its rights in Software without the consent of Ericsson to (i)
any Affiliate of Triton or (ii) any person or entity that acquires,
through merger, purchase or otherwise, all or substantially all of the
assets or equity interests of Triton as long as such Affiliate of
Triton or acquiring person or entity agrees in writing (provided to
Ericsson) to comply with the terms and conditions of this Section 12.
Triton shall indemnify and hold Ericsson and its suppliers harmless
from any loss or damage resulting from a breach of this Section.

(d) Certain Software identified by Ericsson may be modified to create
derivative software applications or files ("Applications"). Unless
otherwise agreed in writing, each Party owns all intellectual property
rights for any Applications it creates. Ericsson shall have no
liability to Triton or any third party with respect to any claims or
damages arising out of the modification or creation of any application
by Triton.

(e) Software may include "Non-Licensed Software" defined as Software for
which (i) the applicable right to use fees have not been paid; (ii) a
periodic right to use fee has expired; or (iii) the right to use fee is
based upon feature activation, a measure of usage (based upon the
number of lines, ports, sites, users, assigned terminals or some other
measure). Triton shall submit to Ericsson an order for any Non-Licensed
Software that Triton desires to license, renew or expand beyond the
specified usage level. The

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incremental or additional right to use fee shall be invoiced upon
Ericsson providing the additional Software to Triton, whether via
issuance of a new activation code, electronically downloading or by
shipment of Software media. The activation of Non-Licensed Software
shall not extend the Warranty Period of the Software.

(f) Ericsson may access by remote polling any site in which Software has
been installed to determine if any non-licensed Software has been
activated or to confirm Triton's usage of the Software in compliance
with the terms and conditions of the license. Ericsson shall issue
invoices to Triton, in addition to those amounts previously invoiced,
for amounts payable at the rate specified in Attachment A hereof, as
applicable, as a result of Triton's activation and/or usage of any
non-licensed Software.

13. INSURANCE

Prior to furnishing any Products, Ericsson shall procure and maintain at
Ericsson's sole expense insurance of the following types of coverage and limits
of liability:

(a) Commercial General Liability

Commercial General Liability (hereafter, "CGL") using forms equivalent
to ISO's (Insurance Services Office) Commercial General Liability Form
including Blanket Contractual Liability and Broad Form Property Damage,
with limits of at least $10,000,000 combined single limit for each
occurrence for bodily injury, property damage and personal injury
claims. Limits of insurance may be satisfied with Primary and Umbrella
layers. CGL insurance to include Products Liability and Completed
Operations coverage in the amount of $10,000,000 each occurrence and
$10,000,000 aggregate. Policy will be endorsed to include Per Location
and Per Project Aggregate endorsements. All CGL insurance shall
designate Triton as an Additional Insured. The policies should include
a Waiver of Subrogation endorsement in favor of Triton.

(b) Worker's Compensation and Employer's Liability

Worker's Compensation, to the extent required by statute, together with
statutory Disability Benefits Liability as prescribed by the law of the
State in which performance will occur. Employer's Liability of at least
$500,000. The policies should include a Waiver of Subrogation
endorsement in favor of Triton.

(c) Automobile Liability insurance with limits of at least $10,000,000
combined single limit each occurrence for Bodily Injury and Property
Damage claims. The policy shall include Triton as an additional
insured. The policy will include waiver of subrogation endorsement. The
limit can be structured through Primary and Excess limits.

(d) Professional Liability coverage for all professional exposures
including design, build, programming, errors & omissions. The policy
shall have a limit of at least $10,000,000 each claim. Triton shall be
named as Additional Insured as respects this Agreement. If the coverage
is written on a "claims made" basis, then the policy shall remain in
force for at least two years after the project completion.

(e) "All Risk" Property Insurance, including the perils of transit, flood
and Boiler & Machinery, covering all equipment tools and other property
of Ericsson on a replacement cost basis. Any property purchased,
acquired, leased, rented or borrowed on behalf of

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Triton shall be insured by Ericsson's policy during the acquisition,
installation and testing phases and until such time as when the
property is accepted by Triton.

(f) Primary Coverage

All coverages must be primary and noncontributory, must be written on
an occurrence basis and must be maintained without interruption from
the date of this Agreement until the date of expiration of this
Agreement.

(g) Certificates of Insurance

Certificates of insurance or adequate proof of the foregoing must be
filed with Triton prior to commencement of the delivery of the Products
by Ericsson. The certificates of insurance and the insurance policies
required hereunder must reflect Additional Insured wording as described
in this Section with respect to all Products manufactured for or
delivered to Triton. Failure by Ericsson to provide such certification
of insurance does not constitute a waiver by Triton of these insurance
requirements.

(h) Notice of Cancellation

Ericsson shall cause its insurers to notify Triton at least thirty (30)
days prior to cancellation of or any change in the required insurance
policies.

(i) Deductible Payments

Ericsson is responsible for all deductible payments.

14. TAXES

Unless Triton provides a certificate of exemption for the applicable taxes
thirty (30) days prior to Product shipment, Triton must promptly pay directly or
reimburse Ericsson all taxes and charges imposed by any federal, state, or local
governmental or other taxing authority relating to the purchase, ownership,
possession, use, operation or relocation of the Products or Services, excluding
all taxes computed upon the net or gross income of Ericsson, and any franchise
or license taxes and any fees relating to importation of any Product.

15. TITLE AND RISK OF LOSS

Except as provided in Section 11(b), title and risk of loss or damage to
Products passes to Triton upon delivery to Triton's Installation Site.

16. PATENTS, TRADEMARKS AND COPYRIGHT

(a) Ericsson shall, at its own expense, (i) defend Triton in any claim or
legal action alleging that the purchase or use of any Product or any
portion thereof, other than third party hardware or software not
supplied to Triton by Ericsson, infringes or violates any United States
or foreign patent, trademark, copyright, trade secret or any other
intellectual property right of any kind ("Infringement Claim"); and
(ii) pay any settlement reached or final award, including reasonable
attorney's fees and expenses, for infringement or violation. As a
condition of such defense or payment, Triton is required to (i) give
Ericsson written notice of any Infringement Claim promptly after
Triton's knowledge

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thereof; (ii) provide Ericsson with the sole control of the defense
and/or settlement of the Infringement Claim; (iii) cooperate (at
Ericsson's expense) fully with Ericsson in such defense or settlement.
Triton may, at its own expense, participate fully in the defense of any
such Infringement Claim.

(b) In the event Ericsson becomes aware of a potential Infringement Claim,
Ericsson shall use its reasonable best efforts to avoid an interruption
of Triton service and may (or in the case of an award of an injunction,
shall) at its sole option and expense: (i) procure for Triton the right
to continue using each alleged infringing Product; (ii) replace or
modify each such alleged infringing Product with an equivalent product
so that Triton's use is non-infringing, or (iii) if neither (i) nor
(ii) are commercially feasible, require Triton to return such
infringing Product and provide Triton with the greater of (x) ***** or
(y) *****.

(c) Ericsson has no obligation or liability in respect to any Infringement
Claim in the event that the affected Product: (i) is specifically
manufactured or designed for Triton in strict accordance with the
written design or special instruction furnished by Triton unless there
was another reasonable way to comply with such design or instruction;
(ii) is used by Triton in a manner or for a purpose not contemplated by
this Agreement or Ericsson's Product customer documentation; (iii) is
used or located by Triton in a country other than the country for which
it was supplied; (iv) is used by Triton in combination with other
products or applications not provided by Ericsson under this Agreement,
provided that the Infringement Claim arises from such combination or
the use thereof; or (v) is modified by Triton without Ericsson's
written authorization, provided the Infringement Claim arises from such
modification. If Triton continues use of the affected Product
notwithstanding Ericsson's request to replace or modify pursuant to
Section 16(b)(ii) or its requirement to return pursuant to Section
16(b)(iii), Ericsson shall not be liable for such use.

(d) THE PROVISIONS OF THIS SECTION 16 CONSTITUTE THE EXCLUSIVE RECOURSE OF
EACH PARTY AND THE ENTIRE OBLIGATION AND LIABILITY OF EACH PARTY WITH
RESPECT TO ANY CLAIM FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

17. CONFIDENTIAL INFORMATION

(a) Confidential information ("Information") means all business, technical,
marketing and financial information, data and computer programs
furnished by one Party to the other, whether written or oral, together
with all analyses, compilations, studies, forecasts or other documents
or records that contain or are based on or otherwise reflect or are
generated in whole or in part from such information, including that
stored on any computer, word processor or other similar device.

(b) Each Party, which receives the other Party's Information, shall keep
such Information confidential and shall not (i) disclose such
Information to anyone except its employees with a need to know (who are
informed of the confidential nature of the Information and who agree to
be bound by the terms of this Section 17 as if they were Parties
hereto) or

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(ii) use any such Information except in accordance with such Party's
performance hereunder. In addition, Triton may disclose Information
consisting of Ericsson's technical documentation (but excluding the
pricing and commercial terms of this Agreement) to any Triton Affiliate
provided such Affiliate is under nondisclosure obligations with respect
to such Information that are at least as restrictive as those provided
in this Agreement.

(c) The obligations of either Party pursuant to this Section shall not
extend to any Information which (i) a recipient can demonstrate through
written documentation was already known to the recipient prior to its
disclosure to the recipient: (ii) becomes known or generally available
to the public (other than by act of the recipient) subsequent to its
disclosure to the recipient; (iii) is disclosed or made available in
writing to the recipient by a third party having a bona fide right to
do so and without similar confidentiality obligations; (iv) is required
to be disclosed by subpoena or other process of law or by any
applicable law (including SEC or FCC law), provided that the recipient
shall notify the disclosing party promptly of any such subpoena or
other process of law requiring disclosure and shall use its best
efforts to obtain reasonable assurance that confidential treatment will
be accorded such Information; (v) is disclosed pursuant to the terms of
Section 24(f) or (vi) is required to be disclosed by the recipient to
enforce its rights under this Agreement.

18. INDEMNIFICATION AND LIMITATION OF LIABILITY

(a) Indemnification. Each of Ericsson and Triton agree to indemnify and
hold the other harmless from and against all losses, claims or demands,
for damages to property or bodily injury (including death) to third
parties and causes of action by third parties (including reasonable
legal fees) resulting from the intentional or negligent acts or
omissions, or strict liability, of it, its officers, agents, employees,
or subcontractors. If Ericsson and Triton jointly cause such losses,
claims, demands, damages, or causes of action, the Parties shall share
the liability in proportion to their respective degree of causal
responsibility.

(b) LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, IN NO EVENT, WHETHER AS A RESULT OF BREACH
OF CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR
INFRINGEMENT), SHALL ERICSSON OR TRITON BE LIABLE UNDER THIS AGREEMENT
FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY
NATURE WHATSOEVER, INCLUDING LOST PROFITS OF THE OTHER PARTY, BEFORE OR
AFTER ACCEPTANCE. THIS LIMITATION SURVIVES ANY TERMINATION OF THIS
AGREEMENT.

19. ASSIGNMENT

Neither Triton nor Ericsson may assign or transfer this Agreement or any of its
rights or obligations to any other entity without the prior written consent of
the other Party, which consent will not be unreasonably withheld, conditioned or
delayed; provided, however, that Triton may, by providing Ericsson with a prior
written notice thereof, assign or transfer this Agreement without the consent of
Ericsson (i) to any Affiliate of Triton, or (ii) to any person or entity that
acquires, through merger, purchase or otherwise, all or substantially all of the
assets or equity interests of Triton. Triton consents, without qualification, to
the sale of receivables by Ericsson without further notice, and Ericsson may
disclose the provisions of this Agreement to prospective purchasers of the
receivables, and their agents.

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20. TERMINATION

(a) Triton may, at its option and upon written notice to Ericsson,
terminate this Agreement in whole or in part, without penalty, if
Ericsson is in default under any material terms of this Agreement, and
action to correct such default, if curable, is not commenced within
thirty (30) days after receipt of notice from Triton and such default
is not thereafter cured within sixty (60) days after commencement of
correction, unless Ericsson cannot complete such cure within such
period for reasons beyond its control and Ericsson is continuing to
diligently pursue the cure, in which case such default shall be cured
no later than one hundred eighty (180) days after Ericsson's original
receipt of notice under this Section 20(a).

(b) In the event Triton terminates this Agreement in accordance with
Section 20(a), Triton may at its option:

(i) return to Ericsson, freight collect, any Product delivered or
installed which is the subject of the default above if such
default is Ericsson's inability to correct defects therein, in
which event Ericsson shall refund to Triton all amounts paid
to Ericsson under this Agreement with regard to such
Equipment, Software and the Installation thereof; or

(ii) in the event that Ericsson refuses or fails to perform, or
otherwise defaults in, its obligations hereunder, it is agreed
that Triton shall have, in addition to any other rights
available to it, the right to obtain temporary or permanent
performance of such obligations or injunctive relief, as may
be applicable.

Except as expressly provided in this Agreement, the remedies provided
in Sections 20(a) and 20(b) shall be Triton's exclusive remedies in
case of termination for default.

(c) Ericsson may terminate this Agreement without any obligation to deliver
Equipment not yet delivered, or, at its option, temporarily suspend its
performance, without liability, under this Agreement, in the event that
Triton is in default under any material terms of this Agreement and
correction is not commenced within thirty (30) days after receipt of
notice from Ericsson and such default is not thereafter cured within
sixty (60) days after commencement of correction, unless Triton cannot
complete such cure within such period for reasons beyond its control
and Triton is continuing to diligently pursue the cure.

(d) If this Agreement expires, or if either Party terminates this Agreement
in accordance with its terms, Ericsson's obligations hereunder with
respect to Equipment already delivered, installed and not returned, and
Triton's obligations with respect to payments for Equipment not
returned, shall continue in full force and effect.

21. DISPUTE RESOLUTION AND ARBITRATION

(a) Disputes

(i) Subject to a Party's right to obtain injunctive relief,
Ericsson and Triton will attempt to settle any claim or
controversy between them through consultation and negotiation
in good faith and with a spirit of mutual cooperation. After
attempts to resolve a dispute by Ericsson and Triton have
failed, either Party

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may, upon notice to the other, request that such controversy
or claim be referred to the appropriate management personnel
of each Party for negotiation and resolution. If such a
request is made, the applicable and appropriate
management-level personnel of the Parties shall meet in person
or by telephone within seven (7) days after such request and
shall review and attempt to negotiate a mutually acceptable
resolution of the controversy or claim in dispute. If after
such meeting, such attempt to resolve the dispute has failed,
the dispute may, upon mutual consent, be referred to
alternative dispute resolution, mediation or to binding
arbitration. In the event the Parties consent to binding
arbitration, the Parties further agree as follows:

(ii) Three arbitrators will be chosen in accordance with the
procedures of the AAA, which arbitrators will meet within
thirty (30) days of the appointment of all of them to commence
the arbitration.

(b) Arbitration. Other than as specified in this Section, the arbitration
will be conducted in accordance with the arbitration rules promulgated
under the American Arbitration Association ("AAA"). The arbitrator(s)
shall be required to furnish, promptly upon conclusion of the
arbitration, a written decision, setting out the reasons for such a
decision. The decision of such arbitration will be final and binding on
the Parties hereto, and any such decision may be enforced by either
Party in any court of competent jurisdiction. Each Party will bear its
own expenses and an equal share of the expenses of the third arbitrator
and the fees, if any of the AAA. Any arbitration shall take place in
New York, New York, unless otherwise agreed to by the Parties.

(c) Non-performance. In the event that either Party believes that an actual
material and substantial breach or nonperformance of an obligation
under this Agreement has been committed by the other Party, that Party
may request that arbitrators be immediately chosen pursuant to this
Section and convened as soon as practicable for the purposes of
evaluating and awarding the appropriate remedy for any such breach.

22. GOVERNING LAW

The construction, interpretation and performance of this Agreement is governed
by the laws of the State of New York, except for its rules with respect to the
conflict of laws.

23. NOTICE

All notices required or permitted under the terms of this Agreement will be in
writing and are deemed given (i) when delivered, if delivered personally against
receipt; (ii) when transmitted, if transmitted by facsimile transmission during
regular business hours, or the next business day if transmitted during
non-business hours; (iii) on the fifth business day after such notice is sent if
sent by certified mail, return receipt requested; or (iv) the business day
specified for delivery if such notice is sent by a nationally recognized
overnight delivery service, addressed as follows:

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IF TO TRITON: With a copy (that shall not constitute
notice) to:
Triton PCS Equipment Company L.L.C. Kleinbard, Xxxx & Xxxxxxx LLP
0000 Xxxxxxx Xx 0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000 Xxxxxxxxxxxx, XX 00000
Attention: Attention: Xxxxx X. Xxxxx, Esq.
------------------- Facsimile: (000) 000-0000
Facsimile:
-------------------

IF TO ERICSSON: With a copy (that shall not constitute
notice) to:
Ericsson Inc. Ericsson Inc.
0000 Xxxxxx Xxxxx 0000 Xxxxxx Xxxxx
Xxxxx, Xxxxx 00000 Xxxxx, Xxxxx 00000
Attention: VP-AT&T and Affiliates KAM Attention: General Counsel
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000

Either Party may change its address by a notice given to the other Party in the
manner above.

24. ADDITIONAL TERMS

(a) Triton must not export or allow to be exported, Products or technical
information to any country (or to foreign nationals of any country)
except in compliance with United States laws and regulations. Triton
will obtain all required government authorizations prior to undertaking
such export.

(b) Triton will notify Ericsson in writing of all known hazardous materials
(as defined by the applicable competent authority) and unsafe working
conditions that Ericsson may encounter during the performance of
Services. If Triton breaches such obligations, or Ericsson encounters a
hazardous material or unsafe working condition, the presence which was
previously unknown to Triton, Ericsson may discontinue the performance
of the Services until all hazardous materials have been removed, or
unsafe working condition remedied, at Triton's expense. Triton shall
defend, indemnify and hold Ericsson harmless from any and all damages,
claims, losses, liabilities and expenses, including attorney's fees,
which arise out of Triton's breach of the obligation to provide written
notice of all known hazardous materials and unsafe working conditions
Ericsson may encounter.

(c) Ericsson may, at its discretion, implement changes in the Products,
modify the drawings and specifications relating thereto, or substitute
Products of more recent design; provided, however, that any such
changes, modifications or substitutions, shall not materially and
adversely affect performance, operation or capital or operating costs
of the Systems furnished by Ericsson under this Agreement. Ericsson
agrees to provide Triton with no less than 90 days notice of such
Product modifications and the technical documentation related thereto
(unless Triton agrees in its sole discretion to a shorter notice
period).

(d) In the event a change in the specifications or the addition of a new
feature or function is mandated by governmental requirements, the
Parties agree to negotiate in good faith an amendment to this Agreement
to reflect any increased costs to Ericsson in providing Triton with
such mandated change or addition.

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(e) If any provision hereof is determined to be legally unenforceable or
invalid, the remaining provisions will continue in full force and
effect and the Parties will substitute a provision which most closely
approximates the economic effect and intent of the invalid provision.

(f) A Party shall not release any advertising or other publicity relating
to this Agreement or the contents hereof without the prior written
approval of the other Party.

(g) The failure by either Party at any time to require performance by the
other Party, or to claim a breach of this Agreement, will not be
construed as affecting any subsequent breach or right to require
performance.

(j) This Agreement, each Statement of Work, and all attachments and
exhibits attached hereto or thereto, each of which is hereby
incorporated herein or therein, as applicable, for all purposes,
constitute the entire agreement between the Parties with respect to the
subject matter hereof and thereof, and supersede all previous
negotiations, proposals, commitments, writings, publications and
understandings of any nature whatsoever with respect to such subject
matter

(k) The following are attached hereto and incorporated herein by this
reference:

Attachment A Pricing
Attachment B Training
Attachment C Customer Support Services
Attachment D Documentation
Attachment E Responsibility Matrix
Attachment F Project Timelines
Attachment G Acceptance Testing
Attachment H Sales Objects
Attachment I Late Delivery Fees

IN WITNESS WHEREOF, the Parties by their duly authorized representatives have
executed this Agreement.

ERICSSON INC. TRITON PCS EQUIPMENT COMPANY
L.L.C.

By: Triton Management Company, Inc., its manager

By: /s/ Xxxxx Xxxxx By: /s/ Xxxx X. Xxxxxxxx

Printed Name: Xxxxx Xxxxx Printed Name: Xxxx X. Xxxxxxxx

Title: Vice President Title: Sr VP Technology

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ATTACHMENT A

PRICING

BASE TRANSCEIVER STATION DESCRIPTION TRITON PRICE
GSM/GPRS BTS

2302 HW, SW & INST.
*DOES NOT INCLUDE BBU OR TMAs

Micro 2 TRU, GPRS Capable $*****

2401 HW, SW & INST.
*DOES NOT INCLUDE BBU OR TMAs
2 TRU Indoor, LAN Connectivity, GPRS Capable $*****
Pico

NEW 2102i COMPACT OUTDOOR CDU-A OR CDU-C WITH 1 HOUR
BBU HW, SW & INST.
*DOES NOT INCLUDE TMAs

Compact 1 Sector (1) 1 Cabinet / 1 TRU, GPRS Capable $*****

Compact 2 Sector (1, 1) 1 Cabinet / 2 TRUs, GPRS Capable $*****

Compact 3 Sector (1, 1, 1) 1 Cabinet / 3 TRUs, GPRS Capable $*****

NEW 2202i COMPACT INDOOR CDU-A OR CDU-C HW, SW & INST.
*DOES NOT INCLUDE TMAs

Compact 1 Sector (1) 1 Cabinet / 1 TRU, GPRS Capable $*****

Compact 2 Sector (1, 1) 1 Cabinet / 2 TRUs, GPRS Capable $*****

Compact 3 Sector (1, 1, 1) 1 Cabinet / 3 TRUs, GPRS Capable $*****

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***** Certain information on this page has been omitted from this filing
and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted
portions.

BASE TRANSCEIVER STATION DESCRIPTION TRITON PRICE
GSM/GPRS BTS

BTS EXPANSION COMPONENTS

TMA HW Only Narrowband $*****

TMA HW Only Full Band $*****

GSM 1900 TRU HW & SW 1 TRU, GPRS Capable $*****

GSM 1900 TRU Installation $*****

Replacement CDU-C HW & Inst. Per Sector $*****

Indoor 1 Hour Battery Backup HW & Inst. Per BTS Cabinet $*****

2206 STANDARD CAPACITY INDOOR CDU-G HW, SW & INST.
*DOES NOT INCLUDE TMA

Xxxxxxxx 0 Xxxxxx (0, 0, 2) 1 Cabinet / 3 Double TRUs $*****

2106 STANDARD CAPACITY OUTDOOR CDU-G WITH 1 HOUR BBU
HW, SW & INST.

*DOES NOT INCLUDE TMA's

Xxxxxxxx 0 Xxxxxx (0, 0, 2) 1 Cabinet / 3 Double TRUs $*****

RBS 2206/2106 BTS EXPANSION COMPONENTS

TMA HW Narrowband $*****

TMA HW Full Band $*****

1900 Double TRU HW & SW 2 TRU Capacity, GPRS Capable $*****

1900 Double TRU Installation $*****

Replacement CDU-G HW & Inst. Per Sector $*****

Indoor 1 Hour Battery Backup HW & Inst. Per BTS Cabinet $*****

--------------------------------------------------------------------------------
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***** Certain information on this page has been omitted from this filing
and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted
portions.

BASE STATION CONTROLLER DESCRIPTION TRITON PRICE
BSC / RNC

BSC/TRC R8 - ERLANG VALUES ARE BASED ON THE
ERICSSON STANDARD TRAFFIC PROFILE
*DOES NOT INCLUDE POWER OR SPARES

Sales Object 1 HW, SW & Inst. ***** $*****
Sales Object 1 expansion HW & Inst. Additional equipment needed to equal Sales Object 2 $*****

Sales Object 2 HW, SW & Inst. ***** $*****
Sales Object 2 expansion HW & Inst. Additional equipment needed to equal Sales Object 3 $*****

Sales Object 3 HW, SW & Inst. ***** $*****
*****
Sales Object 3 expansion HW, SW & Inst. Additional equipment needed to equal Sales Object 4 $*****

Sales Object 4 HW, SW & Inst. ***** $*****
*****
NOTE: SALES OBJECTS 1&2 CAN EXPAND BY ONE ERLANG
SALES OBJECT

Sales Object 0 - Xxxxxx Xxx. XX, XX & Inst. $*****

REMOTE BSCs - R8

*DOES NOT INCLUDE POWER OR SPARES

Sales Object 1 HW, SW & Inst. ***** $*****

Sales Object 1 expansion HW & Inst. Additional equipment needed to equal Sales Object 2 $*****

Sales Object 2 HW, SW & Inst. ***** $*****

Sales Object 2 expansion HW, SW & Inst. Additional equipment needed to equal Sales Object 3 $*****

Sales Object 3 HW, SW & Inst. ***** $*****

GPRS FOR BSCs

*DOES NOT INCLUDE POWER OR SPARES

Sales Object 1 HW, SW & Inst. ***** $*****
*****

Sales Object 2 HW, SW & Inst. ***** $*****
*****

Sales Object 3 HW, SW & Inst. ***** $*****

--------------------------------------------------------------------------------
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***** Certain information on this page has been omitted from this filing
and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted
portions.

BASE STATION CONTROLLER DESCRIPTION TRITON PRICE
BSC / RNC

RADIO NETWORK CONTROLLER (RNC) FOR UMTS

*DOES NOT INCLUDE POWER OR SPARES

Sales Object 1 RNC Type C HW, SW & Inst. Supports up to ***** UMTS BTSs $*****

Sales Object 2 RNC Type F HW, SW & Inst. Supports up to ***** UMTS BTSs $*****

Sales Object 3 RNC Type I HW, SW & Inst. Supports up to ***** UMTS BTSs $*****

Additional RBC T1 Interface Connections 8 T1 Ports $*****

212 30 Additional 512 MW Memory Boards $*****

Additional PC Equipment $*****

MOBILE SWITCHING CENTER DESCRIPTION TRITON PRICE
MSC

MOBILE SWITCHING CENTER (MSC/VLR) - R8
*CONFIGURATIONS DO NOT CONTAIN SPARES OR
IMPLEMENTATION
Sales Object 1 - New HW/SW Inst. ***** $*****

Sales Object 1 expansion HW/SW/Inst. Additional equipment needed to equal Sales Object 2 $*****

Sales Object 2 - New HW/SW/Inst. ***** $*****

Sales Object 2 expansion HW/SW/Inst. Additional equipment needed to equal Sales Object 3 $*****

Sales Object 3 - New HW/SW/Inst. ***** $*****

Sales Object 3 expansion HW/SW/Inst. Additional equipment needed to equal Sales Object 4 $*****

Sales Object 4 - New HW/SW/Inst. ***** $*****

Sales Object 4 expansion HW/SW/Inst. Additional equipment needed to equal Sales Object 5 *****

Sales Object 5 - New HW/SW/Inst. ***** *****

MSC NON-STANDARD EXPANSIONS, SPARES NOT INCLUDED

4 Additional DTI Boards ***** $*****

Signaling Cabinet HW ***** $*****

--------------------------------------------------------------------------------
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***** Certain information on this page has been omitted from this filing
and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted
portions.

MOBILE SWITCHING CENTER DESCRIPTION TRITON PRICE
MSC

UMSC/VLR SERVER

SALES OBJECT 1 - NEW HW/SW/INST. ***** $*****

SALES OBJECT 2 - NEW HW/SW/INST. ***** $*****

MGW FOR CSS AND PSS

SALES OBJECT 1 - NEW HW/SW/INST. ***** $*****

SALES OBJECT 2 - NEW HW/SW/INST. ***** $*****

SALES OBJECT 3 - NEW HW/SW/INST. ***** $*****

SALES OBJECT 4 - NEW HW/SW/INST. ***** $*****

GPRS DESCRIPTION TRITON PRICE

GPRS HARDWARE

NEW GPRS HARDWARE REQUIRED FOR THE SGSN/GGSN LOGICAL

NODES

Sales Object 1 - HWSW/Inst. GSN 1.0 Used for SGSN and GGSN Logical Nodes $*****

Sales Object 1 - HW/SW/Inst. GSN 2.0 Used for SGSN and GGSN Logical Nodes $*****

Sales Object 1 - HW/SW/Inst. GSN 3.0 Used for SGSN and GGSN Logical Nodes $*****

Sales Object 2 - HW/SW/Inst. GSN 4.0 Used for SGSN and GGSN Logical Nodes $*****

PSS SERVER

Sales Object 1 - HW /SW/Installation GSN 5.0 PSS Server for SGSN $*****

GPRS SOFTWARE

RTU Price PSS Capacity ***** *****

BNSI Mgr./OSS (GSN/MSC/BSC) ***** $*****

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LF#TRI01-004681 REVISION E
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***** Certain information on this page has been omitted from this filing
and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted
portions.

HOME LOCATION REGISTER DESCRIPTION TRITON PRICE
HLR

HLR - R8

Sales Object 1 - 512 MW Supporting up to $*****
***** Subscribers

Sales Object 2 - 1024 MW Supporting up to $*****
***** Subscribers

Sales Object 1 - Software Supporting ***** $*****
Subscribers

Extension 1 HW/SW and installation DSOA or V.35 $*****

Extension 2 HW/SW and installation ***** memory extension $*****

OPERATION SUPPORT SYSTEM DESCRIPTION TRITON PRICE
OSS

OPERATION SUPPORT SYSTEM (OSS) HW - R8

*OSS SOFTWARE INCLUDED IN THE TRU PRICE

OSS High End Server - HW & Inst. Enterprise 5500 including 1 workstation and 1 printer $*****

Additional Sun ultra Workstation plus monitor $*****

HP Laserjet Printer $*****

SERVICE ORDER GATEWAY DESCRIPTION TRITON PRICE
SOG

SERVICE ORDER GATEWAY (SOG) HW-R8

Sales Object 1 - SOG Server 3500 HW/SW/Inst. $*****

Sales Object 2 - SOG Sun Ultra 10 Workstation $*****

Sales Object 3 - HP Laserjet Printer $*****

SERVICE ORDERGATEWAY (SOG) SW-R8

SOG New Sales Application Fee per SOG $*****

SOG New Sales Application Fee ***** $*****

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***** Certain information on this page has been omitted from this filing
and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted
portions.

BILLING GATEWAY DESCRIPTION TRITON PRICE
BGw

BILLING GATEWAY (BGw) HW-R8

Sales Object 0 - XXx Xxxxxx 0000 XX/XX/Xxxx. $*****
Per Network

Sales Object 2 - Additional BGw Sun Ultra 10 $*****
Workstation

Sales Object 3 - HP Laserjet Printer $*****

BILLING GATEWAY (BGw) SW-R8

BGw New Sales Application Fee per BGw $*****

BGw New Sales Application Fee ***** $*****

SPARES HW DESCRIPTION TRITON PRICE

NODE SPARE PACKAGES PER UNIT

BSC / TRC $*****

Remote BSC $*****

RNC TBD

BTS Spares Package $*****

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***** Certain information on this page has been omitted from this filing
and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted
portions.

POWER DESCRIPTION TRITON PRICE

PDC Cabinet HW/Inst. Per Node $*****

BSC / RNC / HLR / GSN Power Model HW& Inst. Per Node $*****

MSC Power Model Per Node $*****

PREPAID SYSTEM 3.1 DESCRIPTION TRITON PRICE
PPS

2G Startup Fee for HW and SW and installation $*****

Initial PPS RTU Fee $*****

Yearly SW Upgrade Fee $*****

UMTS Startup Fee for HW and SW $*****

Per Subscriber Quarterly Fee $*****

Discount table based on number of PPS subs 0 - 149,999 *****%
150,000 - 499,999 *****%
500,000 - 999,999 *****%
1,000,000 - 1,499,999 *****%
1,500,000 - 2,499,999 *****%
2,500,000 - and up *****%

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***** Certain information on this page has been omitted from this filing
and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted
portions.

BASE TRANSCEIVER STATION DESCRIPTION TRITON PRICE
EDGE BTS

2308 HW, SW, INST. - DOES NOT INCLUDE BBU
Micro 2 TRU GPRS Capable $*****

2408 HW,SW, INST. - DOES NOT INCLUDE BBU
Pico 2 TRU Indoor, LAN connectivity, GPRS Capable $*****

NEW 2102i COMPACT OUTDOOR CDU-A OR C WITH 1 HOUR BBU
HW, SW, INST.
DOES NOT INCLUDE TMAs

Compact 1 sector (1) 1 Cabinet / 1 TRU, GPRS Capable $*****

Compact 2 sector (1, 1) 1 Cabinet / 2 TRUs, GPRS Capable $*****

Xxxxxxx 0 xxxxxx (0, 0, 1) 1 Cabinet / 3 TRUs, GPRS Capable $*****

NEW 2202i COMPACT INDOOR CDU-A OR C HW, SW, INST.
DOES NOT INCLUDE TMAs
Compact 1 sector (1) 1 Cabinet / 1 TRU, GPRS Capable $*****

Compact 2 sector (1, 1) 1 Cabinet / 2 TRUs, GPRS Capable $*****

Xxxxxxx 0 xxxxxx (0, 0, 1) 1 Cabinet / 3 TRUs, GPRS Capable $*****

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***** Certain information on this page has been omitted from this filing
and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted
portions.

BASE TRANSCEIVER STATION DESCRIPTION TRITON PRICE
EDGE BTS

RBS 2102 AND 2202 BTS EXPANSION COMPONENTS

TMA HW Only Narrowband $*****

TMA HW Only Full Band $*****

EDGE 1900 TRU HW & SW 1 TRU, GPRS Capable $*****

EDGE 1900 TRU Installation $*****

Replacement CDU-C HW & Inst. Per Sector $*****

Indoor 1 Hour Battery Backup HW & Inst. Per BTS Cabinet $*****

2206 STANDARD CAPACITY INDOOR CDU-G HW,SW & INST
DOES NOT INCLUDE TMAs

Xxxxxxxx 0 Xxxxxx (0, 0, 2) 1 Cabinet / 3 Double TRUs $*****

2106 STANDARD CAPACITY OUTDOOR CDU-G HW,SW & INST.
DOES NOT XXXXXXX XXXx

Xxxxxxxx 0 Xxxxxx (0, 0, 2) 1 Cabinet / 3 Double TRUs $*****

RBS 2106/2206 BTS EXPANSION COMPONENTS

TMA HW Only Narrowband $*****

TMA HW Only Full Band $*****

EDGE 1900 Double TRU HW & SW 2 TRU Capacity, GPRS Capable $*****

EDGE 1900 Double TRU Installation $*****

Replacement CDU-G HW & Inst. Per Sector $*****

Indoor 1 Hour Battery Backup HW & Inst. Per BTS Cabinet $*****

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***** Certain information on this page has been omitted from this filing
and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted
portions.

BASE TRANSCEIVER STATION DESCRIPTION TRITON PRICE
UMTS BTS

3301 HW, SW & INST.

1 Sector Micro ***** $*****

NEW 3101 UMTS OUTDOOR WITH 0 XXXX XXX XX, XX & INST.
DOES NOT INCLUDE TMAs

UMTS PAS Macro with one MCPA
***** $*****
NEW 3202 UMTS INDOOR HW, SW & INST.
DOES NOT INCLUDE TMAs

UMTS PAS Macro with one MCPA
***** *****
UMTS BTS EXPANSION COMPONENTS

Indoor 1 hour BBU HW & Inst. ***** $*****

TMA HW Only ***** $*****

MCPA HW Upgrade & Inst. ***** $*****

UMTS W-TRU HW & Inst. ***** $*****
*****

RBS 3501 Mini outdoor HW & Inst. ***** $*****
*****

Remote Unit HW Only ***** $*****

Channel Element Kit HW,SW & Inst. ***** $*****

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***** Certain information on this page has been omitted from this filing
and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted
portions.

COURSE MIN MAX LENGTH PRICE PER
TRAINING COURSES NUMBER CU'S ATTEND ATTEND DAYS STUDENT
-----------------------------------------------------------------------------------------------------------------------------

NETWORK ADMINISTRATOR
GSM OSS R8.1 Operation LZU 108 5144 28 4 8 5 $*****
GSM OSS R8.1 System Administration LZU 108 5298 40 4 8 10 *****
GSM BSC Operation & Maintenance LZU 108 625 50 6 10 5 *****
AXS in XM Operation Course LZU 115 113 30 6 12 2 *****
GSM OSS Application Handling LZU 115 137 75 6 12 0 *****
XXX XXX Xxxxx, X0.0 LZU 108 5034 10 8 20 1 *****
OSS Fault & Exchange Management LZU 108 4626 75 6 12 5 *****
OSS Using the Fault Mgmt Expert Tool LZU 115 114 45 6 12 3 *****
OSS Using the Operations Procedure Support LZU 108 5149 45 6 12 3 *****
TDMA/GSM OSS DIFFERENCES LZU 108 5638 20 4 16 2 *****
GSM OSS Overview LZU 108 3276 10 12 24 1 *****

SWITCH TECH/ENGINEER

TDMA/GSM Overview Delta LZU 108 5639 20 6 16 2 $*****
RBS2000 Basics LZU 108 3241 10 12 24 1 *****
TDMA/GSM Switch & IOG O & M Delta LZU 108 5641 70 4 8 5 *****
AXE10 Survey LZU 108 775 50 6 12 5 *****
AXE IOG 20 Operations & Maintenance LZU 108 4667 70 4 8 5 *****
AXE IOG 20 Operations & Maintenance Differences LZU 108 4609 20 4 8 3 *****
BSS Integration for Operations LZU 108 870 50 6 12 5 *****
BYB 501 Hardware Workshop LZU 108 4679 50 4 12 3 *****
GSM AXE 10 Operation & Maintenance LZU 108 3354 150 4 8 15 *****
GSM BSC Operation & Maintenance LZU 108 625 50 6 10 5 *****
GSM BSS Integration for Field Maintenance LZU 108 871 50 6 12 5 *****
GSM Cell Planning Overview LZU 108 3267 10 12 16 1 *****
GSM Cell Planning Principles LZU 108 3273 48 12 16 4 *****
GSM Cell Planning Workshop LZU 108 3287 100 8 12 10 *****
GSM Data Translations LZU 108 3358 100 4 8 10 *****
GSM Mobile Charging Operation LZU 108 3271 30 4 8 3 *****
GSM MSC/VLR/HLR Operation LZU 108 623 50 6 10 5 *****
GSM Statistics Handling LZU 108 3274 36 6 12 3 *****
GSM System Survey LZU 108 3298 28 16 24 4 *****
Introduction to AXE LZU 103 506 14 10 24 2 *****
Signaling System #7 (SS7) Operations LZU 108 3327 40 4 8 4 *****
SS7 Overview LZU 108 3316 10 8 24 1 *****

FIELD/BTS TECH

GSM RBS 2000 Basics LZU 108 3241 10 12 24 1 $*****
GSM RBS 2000 Maintenance LZU 108 874 48 6 12 4 *****
GSM RBS 2000 Installation LZU 108 3959 50 4 8 5 *****
GSM RBS OMT Workshop LZU 108 4539 15 4 8 1 *****
GSM RBS 2206 MAINTENANCE DELTA LZU 108 2042 20 4 8 2 *****
GSM RBS 2206 INSTALLATION DELTA LZU 108 5696 10 6 10 1 *****
GSM RBS 0000 XXXX & XXXXXXXXXXX XXXXX XXX 00000 10 6 10 1 *****

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***** Certain information on this page has been omitted from this filing
and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted
portions.

RF ENGINEER

TDMA/GSM Cell Planning LZU 108 5642 21 8 16 3 $*****
TDMA/GSM RF Field Engineering Delta LZU 108 5643 14 8 16 2 *****

MULTI-MEDIA COURSES

GSM System Survey - MBL LZU 108 4513 28 10 hrs. $*****
BSC Survey - MBL LZUU BB 108 141 6 4 hours *****
MSC Survey - MBL LZUU BB 108 140 6 4 hours *****
GPRS System Overview (WBL) LZU 108 3944 6 3.5 hours *****
AXE 10 Basic Methods of Operation - MBL LZU 103 510/1 12 hours *****
AXE Introduction to Translations - MBL LZU 103 513 10 hours *****
AXE 10 Operation & Maintenance - MBL LZU 108 240 30 days *****
SS7 Signalling Overview LZU BB 108 030 10 hours *****
SS7 Signalling Fundamentals LZU BB 108 031 10 hours *****

GPRS TRAINING

GPRS BSS Operation LZU 108 3953 15 4 8 1 $*****
GPRS CSS Operation LZU 108 3954 15 4 8 1 *****
GPRS Support Node (GSN) Basic Operation LZU 108 2026 30 4 8 2 *****
GPRS Support Node (GSN) Configuration LZU 108 3945 75 4 8 5 *****
GPRS Support Node (GSN) Fault Management LZU 108 2027 30 4 8 2 *****
GPRS Support Node (GSN) Hardware Maintenance LZU 108 2028 15 4 8 1 *****
GPRS Support Node (GSN) Networking LZU 108 2034 75 8 16 3 *****
GPRS Support Node (GSN) Performance Measurement LZU 108 2033 30 4 8 2 *****
GPRS Support Node (GSN) Software Management LZU 108 2030 30 1 2 1 *****
GPRS Support Node (GSN) System Administration LZU 108 3957 15 4 8 1 *****

NOTE: The prices for the training courses listed above are valid through
December 31, 2001 and will be subject to change thereafter.

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***** Certain information on this page has been omitted from this filing
and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted
portions.

FEES FOR CUSTOMER SUPPORT SERVICES

SYSTEM SUPPORT FEE:

GSM/GPRS/EDGE

***** $*****
***** $*****

UMTS

***** $*****
***** $*****

HARDWARE SUPPORT FEE:

GSM/GPRS/EDGE

***** $*****
***** $*****

UMTS

***** $*****
***** $*****

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***** Certain information on this page has been omitted from this filing
and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted
portions.

ATTACHMENT A-1

INCLUDED ITEMS

- Initial ***** of customer support services (as set forth in Sections 1
and 2 of Attachment C).

- Project Management of Ericsson's activities.

- Freight.

- System engineering and integration of Ericsson Products with the
applicable network switching system in accordance with the applicable
standard GSM interface specifications.

- All basic and optional GPRS, MSC, BTS, OSS and BSC software features
(including without limitation all the commercially available software
features in GSM R8 and R9) required for a working 3G system (Note 1).

- Dimensioning, installation, data transcript preparation, integration,
testing and commissioning for all nodes provided by Ericsson as
indicated in the statement of work.

- MSC and BSC software required for regulatory compliance.

- Basic RF design activities prior to commercial launch of the applicable
market.

- RF testing (including drive testing) prior to commercial launch of the
applicable market.

- Initial RF fine tuning (i.e., network optimization) prior to commercial
launch of the applicable market.

- Market launch cutover coordinating prior to commercial launch of the
applicable market.

- Handling and removal of all debris created by Ericsson.

NOTE 1: The Products and Services listed in Attachment A include what are
required to implement a working 3G system (except the items listed in
Attachment A-2). The Products and Services listed in Attachment A-1 are
included in a working 3G system to be purchased by Triton from Ericsson
under this Agreement, at no additional charge to Triton. As used in
this Agreement, a "working 3G system" means a system comprised of the
following:

(a) a base station system capable of (i) basic processing of
GSM/GPRS/EDGE/UMTS (voice and data) call, and (ii) interfacing
with the applicable network switching system in accordance
with the applicable standard GSM interface specifications;

(b) a network switching system and ancillary nodes (HLR, SOG/BGW),
capable of (i) basic call processing of GSM/GPRS/EDGE/UMTS
voice and data traffic, (ii) traffic routing or switching
between public networks and the base station system, and (iii)
interfacing with other open platforms in order to provide
value-added end-user services, including without limitation
voice mail systems, short message systems, WAP gateways, and
Prepaid or other IN servers; and

(c) an element management system capable of operating,
administrating and managing the base station system described
in clause (a) above and the network switching system described
in clause (b) above.

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ATTACHMENT A-2

EXCLUDED EQUIPMENT AND SERVICES

1. Equipment Excluded:

- Adaptive Antenna Base stations.

- BSC/RNS/RNC power/batteries.

- Memory expansions.

- BTS site preparation such as Power and T1 availability.

- Shelters for indoor BTS.

- BTS Indoor Batteries. BTS 2102 Outdoor Batteries past 1 hour

- Upgrading a site from a high power radio to a low power radio or vice
versa.

- BTS outdoor shelters, DSX, towers, antennas, feeders, air conditioning,
cooling at BTS and Node sites, etc.

- 3rd party vendor equipment (i.e., enclosures, transmission, towers,
antennas, feeders, air conditioning, cooling at BTS and Node sites,
etc.).

- Expansion of sites that requires relocation of existing TDMA/AMPs/GSM
equipment.

- GSM pro.

- GSM On-The-Net.

- TEMS test mobiles.

- Mobility Gateway.

- IN and other Service Network nodes.

- Additional hardware that may be required for regulatory compliance.

- Non BSS equipment, such as power backup generators, backbone equipment
(e.g., routers, ATM, modems), and transmission equipment (e.g., X.25
and DXC hardware).

- Software features beyond those required for a working 3G system.

2. Services Excluded:

- Frequency planning beyond initial RF design.

- System Re-Homing and Border Testing.

- Site acquisition, civil construction, zoning.

- Site facilities management.

- Telecom Management Solution/Network Management System.

- Network engineering services.

- Network Performance Improvement.

- Installation of BSC\BTS power and batteries beyond standard Ericsson
configurations.

- Multiple BTS site visits (i.e. incurred as a result of incomplete BTS
site preparedness or due to circumstances within the control of Triton
that prevents Ericsson Technicians from completing the work activity).

- Unforecasted activity (i.e. engineering and installation of Products
due to special events, unforecasted growth and expansion activity).

- Cell site or BSC/RNC trunk grooming (i.e. services associated with the
regrooming efforts required to efficiently utilize T1 spans to
accommodate growth at a site).

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- Cell or BSC/RNC site cleanup (i.e. site cleanup as required in order to
facilitate installation or audit activity, or meet local safety
guidelines and requirements. Site cleanup may include such activities
as collection and removal of trash, minor redressing and removal of
cabling).

- Equipment movement (i.e. temporary or permanent relocation of Ericsson
or non-Ericsson equipment).

- Operation and Maintenance (i.e. fault isolation, testing, and spares
replacement of Ericsson or 3rd party equipment).

- BTS retunes.

- BTS rehomes including DT preparation - rehoming activity other than
that activity specifically required by Ericsson to manage processor
loading on the BSC.

- Sectorization of BTS sites from Omni or 2 sector to a 3 sector.

- Upgrading a site from a high power radio to a low power radio or vice
versa.

- Regular TRU to High Capacity TRU upgrade.

- Purchase of 3rd party equipment for use in non-Ericsson SCCS sites.

- Re-assign frequencies etc. including Data Transcript preparation.

- Customer Support Services (as set forth in Sections 1 and 2 of
Attachment C) after the *****.

- Ericsson Educational Service.

- Installation (unless specifically included in Attachment A).

- Modifications to existing TDMA sites

- Items identified as Triton responsibilities in Attachment E.

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ATTACHMENT A-3

HIGH LEVEL ROADMAP

HIGH LEVEL ROADMAP FOA *****

R8.0 R9.0 R9.1 Early R9.1 R9.2 R10.0

Object 2001Q1 2001Q2 2001Q3 2001Q4 2002Q1 2002Q2 2002Q3 2002Q4 2003Q1 2003H1 2003H2

GSM/GPRS
RBS 2202 (Indoor Macro)
RBS 2102 (Outdoor Macro)
RBS 2302 (Micro)
RBS 2401 (Pico)
RBS 2206
RBS 2106
BSS GPRS HW (PCU)
BSS R8.0 SW (OSS R8.1)
BSS R9.0 SW (OSS R8.2)
BSS R9.1 SW (OSS R9.0)

EDGE
dTRU XX
xXXX HW
RBS 2308 (Micro)
RBS 2408 (Pico)
EDGE Software (BSS R9.1,OSS R9.0)

UMTS
RBS 3101 (Outdoor Macro)
RBS 3202 (Indoor Macro)
RBS 3301 (Micro)
RBS 3501 (outdoor Mini)
wTRU
UMTS SW
BSS R10.0 SW

MSC
MSC R8
APZ 212 33
AXE 810 MSC
CGSN
WPP GGSN
WPP SGSN
MSC Server
Cello MGW
Cello MGW - IP Transport
Enhanced MSC Server
Split Architecture MGW-SGSN

This Roadmap reflects current product implementation expectations as of 1 July
2001.

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ATTACHMENT B

TRAINING

COMPETENCE DEVELOPMENT SERVICES

Ericsson will make available to Triton the professional competence development
services relating to the TDMA to GSM conversion.

There are five categories of Competence Development Services:

- Competence Development Consulting

- Product Training

- Certification

- Knowledge Step

- Online Services

It is important for Ericsson to receive timely and accurate forecasts for
Competence Development Services from Triton for every market in order to provide
quality services. These forecasts should include all Competence Development
Services. The forecasts should be submitted by each market to the local Account
Manager.

COMPETENCE DEVELOPMENT & CONSULTANT SERVICES

In order to meet Triton's business requirements, Ericsson will facilitate
immediate dividends through employee competence development services by:

- Linking the human performance and business components to achieve
business objectives

- Increasing Triton's ability to meet market demands

- Supporting Triton's goals to achieve consistency and quality throughout
the organization

- Customized delivery of existing course materials
for Triton is a service that may be provided by Ericsson.

- Additional development required to meet specific needs are available.
Development hours are estimated based on the scope of work requested.

This will be accomplished through the following portfolio of services:

- Goals and Objectives Meeting

- Job Analysis

- Training Needs Assessment

- Task Analysis

- Structured On-the-Job Training Programs

- Skills Assessment

- Comprehensive Certification Programs

These competence development and consultant services are available for the
technical staff positions and Business Professionals such as Sales/Marketing,
Project Managers, etc. regardless of vendor products.

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PRODUCT TRAINING

- Ericsson will deliver standard course materials at prices specified in
Attachment A. A standard course is defined as any course listed in the
Ericsson Education Services course catalog. The price to deliver any
new course material or customized training will be negotiated in good
faith and mutually agreed in writing by the Parties.

- If Triton requests training at a site other than Ericsson's training
facilities, Ericsson can deliver the proposed courses at the site
designated by Triton; provided the facilities at such designated site
have enough resources to allow for required hands-on exercises. Courses
that require interface to Triton's network must be completed before the
network is running live traffic. Ericsson can provide equipment for
hands-on exercises (i.e, Switch on Wheels) for additional fee.

- For Triton-site training, Triton will be responsible for non-tuition
costs incurred. Non-tuition fees include instructors' actual travel,
living costs, and setup fees in addition to the tuition charges. A cost
per class day will be charged to Triton to cover instructor travel and
living costs. Additional setup fees are determined by the course(s)
requested for Triton-site delivery. If Triton chooses to establish its
own training lab, Ericsson can provide assistance with the initial
set-up on an as quoted basis. An estimate of the expenses will be
provided prior to the class for Triton's approval.

- Cancellations for individual trainees made ten (10) or more business
days prior to the class start will be accepted without any penalty.
Cancellations made less than ten (10) business days prior to the class
start date, as well as no-shows, will be charged the full price of the
training.

- Classes arranged specifically for Triton must be canceled one (1) month
prior to scheduled start date to avoid cancellation charges.

- The tuition for each student attending an instructor led class is based
on the number of competence units (CUs) multiplied by the rate per CU,
which will apply for all TDMA to GSM standard training courses listed
in Attachment A through calendar year 2003. Such CU rates are subject
to change in calendar year 2004 and thereafter.

- If the training is held in a non-Ericsson facility, Triton will
reimburse Ericsson for the actual out-of-pocket travel and travel
related expenses reasonably incurred by Ericsson in connection with the
provision of such training.

- Ericsson can arrange for specially scheduled classes exclusively for
Triton's personnel at an Ericsson training facility ("buy-outs").
Buy-outs require the purchase of the minimum number of seats. Refer to
the course descriptions for minimum numbers.

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CERTIFICATION

Ericsson Education provides a global certification program that addresses the
competence needs of the emerging new telecommunications world. The paths are
geared towards a horizontally layered architecture with four layers:

- Access

- Transmission (Connectivity, Backbone)

- Core (Control)

- Service (Applications)

Paths have been designed for Mobile Internet Engineers, Technicians and WAP
Application Developers.

KNOWLEDGE STEP(TM)

- This Ericsson designed program provides the customer with:

- A campaign to effectively increase the competence of many people - to
high standards and in a fixed time frame

- A tested and proven concept, rolled out to thousands of Ericsson
employees - with proven results

- Based on scheduled seminar sessions - training is integrated as part of
your daily work with minimal loss of working hour

- Managed by Campaign Managers with groups supported by coaches every
step is carefully planned so goal and objectives are met

- Motivating and inspiring - everyone learns for themselves, and everyone
benefits

ONLINE SERVICES

Ericsson Education Online provides the customer with a customized learning
environment in which they can access knowledge anytime. Online content is
selected by the customer to contain, multimedia based learning (MBL), web based
learning (WBL), streaming videos, technical articles, course schedules, and
interface to an instructor on line.

- Configuration of the service is available at a license fee

- Content is available at a subscriber fee

REFERENCES

- The course catalog provides course descriptions and the competence unit
values of each course.

- The course catalog can be accessed via the WEB as follows:

External address:
xxxx://xxx.xxxxxxxx.xxx/XX/x-xxx/xxxxx.xxxxx

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The courses listed in the course catalog at any given time represent those then
currently represented in the portfolio offered by Ericsson. Additional courses
are added to the curriculum regularly. Refer to the web address above for a
current listing of products or contact the Account Manager for additional
information.

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ATTACHMENT C

CUSTOMER SUPPORT SERVICES

During the initial ***** period following Triton's acceptance of a System,
Ericsson will provide Triton with the customer support services described in
this Attachment C, *****. Upon expiration of such initial ***** period, Triton
may purchase from Ericsson, and Ericsson will provide to Triton, such customer
support services for the System, at the charges set forth in Attachment A. As
used in this Attachment C, "System" means Triton's GSM/GPRS/EDGE wireless
communications system to the extent comprised of the Products purchased by
Triton from Ericsson under this Agreement.

1. System Support Services.

(a) Software Updates. Ericsson will supply Triton with Software
Updates. The Software Updates will contain the appropriate
load file, implementation instructions, and user
documentation. Ericsson will test all Software Updates on a
for-Triton-appropriate System test plant. Ericsson will deploy
Software Updates to an Triton designated FNI (first node
implementation) site, using remote electronic technology (when
said technology is available for that system). Deployment of
Software Updates to remaining Triton sites is Triton
responsibility.

(b) Software Upgrades. Ericsson will supply Triton with Software
Upgrades and Software Releases for all in-service nodes. Such
Software will contain the appropriate load file,
implementation instructions, and user documentation. Ericsson
will test all such Software on a for-Triton-appropriate System
test plant. Ericsson will deploy such Software, using remote
electronic technology via OSS (when said technology is
available for that system).

A Software Upgrade does not include any new hardware that
might be required or installation of such new hardware.

(1) Problem Report Handling. Triton will indicate a fault
or a problem related to the System through a
designated support center where a Customer Service
Request ("CSR") will be opened. Ericsson will respond
with an answer with appropriate information about the
reported problem. Corrective actions, if appropriate,
are delivered as System Updates. Ericsson will
determine one of the following three priority levels,
using the below descriptions:

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***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.

PRIORITY DESCRIPTION TABLE

Severity Description

Emergency Any situation that results in an unsuccessful reload/boot,
cyclic restarting, no or severely limited traffic
handling/charging capability, or loss of operations,
administration or maintenance communication interfaces.

High An unresolved fault or disturbance in the system that limits
traffic, revenue/billing capability or operations,
administration or maintenance communication interfaces.

Medium An error in the system(s) with low or short duration impact on
normal traffic/charging functionality.

Low A non-service affecting fault in the application(s) or
documentation or when Triton requests access to system experts
for general consultation. This consultation does not have to
be related to any faults in the network/network elements.

(2) Emergency Support. Ericsson will provide a year-round,
twenty-four-hour-a-day emergency support service for the System nodes
covered by this Attachment C. An emergency situation occurs when events
such as an unsuccessful reload/boot, cyclic restarting, or no
traffic/charging handled or handling capacity is severely reduced.
Ericsson will, in such an emergency situation and when requested by
Triton, provide Triton with emergency services consisting of telephone
support and/or on-site support. All emergency situations are to be
handled as Emergency CSRs.

(3) Consultation. Ericsson will assist Triton during normal working hours
with non-urgent System routine queries identified by Triton's support
staff and which relate to the operation and maintenance of the System.
Consultation services require Triton's support staff to meet the
obligations in Section 3 of this Attachment C, before requesting this
service. All consultations are to be handled as Low CSRs.

(4) Performance. Ericsson will deliver CSR services under this Section 1(b)
to Triton, using the following normal times and accuracy targets:

CSR ANSWER PERFORMANCE

Accuracy Time to
Severity Response Time (%) Time to Remedy Solution

Emergency ***** *****% ***** *****
High ***** *****% *****
*****% ***** *****
Medium ***** *****% *****
*****% ***** *****
Low ***** *****% ***** *****

--------------------------------------------------------------------------------
LF#TRI01-004681 REVISION E
G ***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.

As used in this subsection (4):

"RESPONSE TIME", means the period between the registration of
the CSR with Ericsson and contact with Triton by a Ericsson
support engineer.

"ACCURACY", means the percentage of CSRs that have met the
above performance specifications. Ericsson is to provide
Triton with monthly reports stating the accuracy level.

"REMEDY", means the restoration of the System to normal
traffic/charging capability or the delivery of a temporary
procedure(s) or action(s) that are to be replaced by a
solution.

"SOLUTION", means the delivery of a permanent solution(s) to
Triton. Corrective actions, if appropriate, are delivered as
System Updates, in accordance to Ericsson's release plan.

2. Hardware Support Services.

(a) Description. Ericsson will, upon receipt of Triton's order for
replacement of a faulty unit covered by this Attachment,
replace or repair the faulty unit within a turn-around time of
21 days. Triton will maintain a decentralized spares stock of
covered equipment nearby to Triton's system location.

(b) Request for Hardware Support Services. Triton will obtain
authorization for parts replacement according to the Ericsson
Logistics Guide. The order number assigned and issued by
Ericsson will be used as a reference number in any future
correspondence regarding the order.

(c) Shipping Routine. The faulty unit as specified in Triton's
order for replacement will be shipped at Triton's cost and in
packaging approved by Ericsson to the address specified in the
Ericsson Logistics Guide.

(d) Performance. The Basic Replacement delivery precision period
starts upon Ericsson's receipt of the faulty unit and ends
when replacement equipment is shipped from Ericsson's supply
location. Basic Replacement delivery precision period is
measured in calendar days.

HARDWARE SERVICES PERFORMANCE

HW Service Time Accuracy

Basic Replacement ***** *****%

Ericsson will provide Triton with monthly performance/activity
reports.

(e) Limitations/Exclusions. Calibration of system components,
spare parts, etc., remain the responsibility of Triton, and
Ericsson does not offer this as part of the Parts Replacement
service. Parts sent by Triton to Ericsson for replacements,
that meet the below conditions, are not included in this
service. Under such situations, Triton agrees to pay
Ericsson's invoice of full, list price (for part) plus
shipping cost for replacement of that part.

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LF#TRI01-004681 REVISION E
G:\Bus Group\Xxx\Triton-3G\MPA.9-17-01.doc Page 43 of 73

The part was not used and maintained under normal conditions
in accordance with the documentation, information and advice
furnished by Ericsson.

The part was damaged from causes beyond normal wear and tear
(e.g. floods, physical damage, etc.).

An attempt to repair the part by any party other than Ericsson
has occurred.

Defect, non-conformity or deviation was caused by
inter-working equipment not supplied under a Ericsson
Acquisition agreement or any engineering or installation not
carried out by Ericsson.

3. Triton Obligations. In order to allow Ericsson to provide Triton with
the customer support services described in this Attachment C, Triton
will perform the following with respect to the System:

(a) carry out the recommended operation and maintenance of the
System and seek to remedy all faults which can reasonably be
remedied and handle problems which can reasonably be handled
without expert assistance from Ericsson.

(b) keep an operational logbook and record of faults in accordance
with the instructions received in the Operations and
Maintenance Manual.

(c) provide Ericsson with regular and accurate statistical
information regarding the performance of the System specified
in the Operations and Maintenance Manual.

(d) ensure its maintenance personnel are sufficient in number and
have been adequately trained and are competent to carry out
Triton's obligations stipulated in this Attachment C.

(e) provide Ericsson with remote, electronic, terminal access to
each node subject to mutually agreed guidelines to be included
in the Procedures Manual.

(f) appoint suitable personnel for the purpose of liaison with
Ericsson relating to the Customer Support Services.

(g) provide at no charge, Ericsson's service personnel, while at
equipment site, with operating supplies and consumable items
such as paper, magnetic tapes, ribbons, cards, format tapes,
disk cartridges and such similar items as Triton would use
during normal operation.

(h) maintain a security back up of Triton generated
data/information in the System.

(i) keep the System upgraded within the latest two major (2)
Software release levels.

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ATTACHMENT D

DOCUMENTATION

GSM / CMS 40

The following is a list of documents associated with the Products to be provided
under this Agreement. *****

PRODUCT NO MEDIA DESCRIPTION
---------- ----- -----------

GSM R8 - PRICE:
$***** PER COPY

LZYU 301 4041 R1A CD ROM BSS - 14.4 - ALEX Library - A, B, D

LZYU 301 4055 R1A CD ROM ALEX - OSS
EN/LZY 705 0001 R1A CD ROM ALEX - BGw
LZYU 301 4059 R1A CD ROM ALEX - SOG
EN/LZY 703 0001 R1A CD ROM R8.1 - ALEX - OSS

LZYU 301 4056 R2A CD ROM CSS - APZ 212 20/220 R1A - ALEX Library - A, B, D, F
LZYU 301 4061 R2A CD ROM CSS - APZ 212 30/53 R1A - ALEX Library - A, B, D, F
LZYU 301 4057 R2A CD ROM CSS - ALEX - FS
EN/LZY 717 0101 R2A CD ROM CSS - ALEX - H Module
LZYU 301 4060 R1A CD ROM CSS - Plexview E

EN/LZY 719 0001 R1A CD ROM BSC R8 BSS - ALEX Library - A, B, D, F
EN/LZY 719 0002 R1A CD ROM BSC R8 BSS - ALEX - FS
EN/LZY 719 0003 R2A CD ROM BSS - Plexview E

XX/XXX 000 0000 X0X XX XXX XXX 900/1800/1900 - Size Alteration Event Guide
XX/XXX 000 0000 X0X XX XXX XXX 900/1800 - CSS R8 GS102 - ALEX Library - A, B, D, F
XX/XXX 000 0000 X0X XX XXX XXX 900/1800 - CSS R8 GS102 - ALEX - FSS
XX/XXX 000 0000 X0X XX XXX XXX CSS R8.0 GS102 - APZ 212 20/121 R1/4 and
APZ 212 20/220 R1G - Plexview E
XX/XXX 000 0000 X0X XX XXX XXX CSS R8.0 RS102 - ALEX Library - A, B, D, F
XX/XXX 000 0000 X0X XX XXX XXX CSS R8.0 RS102 - ALEX FS
XX/XXX 000 0000 X0X XX XXX XXX CSS R8.0 RS102 - Plexview E
XX/XXX 000 0000 X0X XX XXX XXX CSS R8.0 RS102 - APZ 212 20/121 R1/3 - Plexview E

XX/XXX 000 0000 X0X XX XXX XXX 900/1800/1900 - CSS R8 CS208 - APZ 212 20/220
R1G - ALEX Library - A, B, D, F
XX/XXX 000 0000 X0X XX XXX XXX 900/1800/1900 - CSS R8 CS208 -
APZ 212 30/53 R1G - ALEX Library - A, B, D, F
XX/XXX 000 0000 X0X XX XXX XXX 900/1800/1900 - CSS R8 CS208 - Plexview E

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MISC DOCUMENTATION - PRICE: $***** PER COPY

LZYU 301 1101 R1A CD ROM KRSWin Software V.3.2.23 (PC users)
LZBU 201 99 R1A paper KRSWin User's Guide
LZYU 301 1102 R1A CD ROM KRSMotif Software V.3.0.7 (Unix users)
LZBU 201 100 R1A paper KRSMotif User's Guide
LZTU 101 022 paper Plexview User's Guide

LZBU 118 502 paper Site Administration Binder
EN/LZY 708 0022 R1A CD ROM ALEX - Site Administration Binder
LZB/IPAU 711 2000 paper C - Rationalization
LZBU 101 1812 paper C03 Assembly I & II
EUS/RU/ZQ 96:116 paper C05/C06
LZBU 118 324 paper G01 - Construction Technique - BYB 202
LZBU 118 666 paper G01 - Installation Technique - BYB 501
EN/LZY 723 0036 R1A CD ROM G01 - BYB 501

LZBU 118 332 paper K01 - Power
LZBU 118 340 paper K02 - Mini Power Distribution
0/XXXX 000 000 xxxxx X00 - Xxxxx - XXX 205 02
5/LZBU 801 028 paper K05 - EMM - BZE 201 and BZE 102
6/LZBU 801 028 paper K06 - Telecool Compact - BPA 107 001
7/LZBU 801 028 paper K07 - Inverter System - BZY 205
9/LZBU 801 028 paper K09 - Telecool Classic -
BZA 122 and BZV 103
K Module - BZA 122 and BZV 103
EN/LZB 135 47 paper Power Supply System - BZA 130 05
EN/LZB 135 49 paper Power Supply System - BZA 130 08

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ATTACHMENT E

RESPONSIBILITY MATRIX

Unless otherwise specifically set forth in the applicable Statement of Work,
this Attachment E states the respective responsibilities of Triton and Ericsson
with respect to each major task in a Project for the initial build out of an
Triton market assigned by Triton to Ericsson hereunder. For avoidance of doubt,
Ericsson's responsibility is contingent upon the validity of the following
assumptions or the satisfaction of the following requirements, as applicable:

- Switch locations and RBS sites have adequate space for equipment to be
installed.

- RBS duration does not include special delivery (i.e., cranes,
helicopters, road blocking, union, security, licenses, etc.).

- MSC & BSC duration includes DC power cabinet installation and wiring to
DSX.

- MSC & BSC duration does not include raised floor or overhead ironwork
required at site.

- Ericsson power plant will be required at each switch location.

- Ericsson will complete basic call testing on day of integration.

- Triton is responsible for all zoning issues and for obtaining all
necessary permits.

- All civil construction/tower work is the responsibility of Triton. This
civil work will be completed prior to Ericsson commencing
implementation activities.

- Triton to provide & implement their own transmission & DAXing
equipment.

- Triton and Ericsson technicians will work together for interconnection
between the TDMA & GSM cabinets.

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X - DENOTES ERICSSON OR TRITON BASIC RESPONSIBILITY

TASK TRITON ERICSSON

100. INITIAL PLANNING AND DESIGN

1. Prepare Market Requirement Questionnaire X
- Plan and estimate overall number of base stations X
- Define Capacity Grade of Service
- Define existing and new site locations for each market X
- Transmission Routing, Signal, Numbering, Charging, Services and
Operations and Maintenance Plan. X
- Prepare radio network requirements document based on Triton network
plan. X
X

2. Clarify requirements inter-related, if any, with other working
networks. X

3. Answer Market Requirement Questionnaire (Database). X

4. Review market requirement answers and recommend changes or approve.
Develop the "Network Information Binder" based on above information. X

5. Provide Triton with "Exchange Requirement" data forms. X

6. Triton completes "Exchange Requirement" data forms and returns them
to Ericsson for review and recommended changes. X

7. Plan and estimate the Network Element(s) required to meet market and
exchange data criteria. X

8. Determine number of hours of reserve required for emergency power
(battery backup) for BSC and BTS network elements. X

9. Design emergency power based on item 100.8. Ericsson to supply design
requirements to Triton. X

110. RADIO NETWORK DESIGN

1. Prepare forecast of demand for service and location of demand. X
- Outline desired area of coverage defined by Triton via maps or
software. X
- Show demographic information of area to be covered. X
- Define coverage areas that are designated "Urban", "Suburban" and
"Rural". X
- Designate estimated subscriber growth for coverage area. X

2. Develop coverage objectives. Prepare coverage plan to meet
objectives: X
Define building coverage penetration requirement for "Urban", "Suburban"
and "Rural".

3. Generate coverage plots based on coverage objectives defined in X
110.2

4. Identify, qualify and secure real estate for exchange X

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and radio base station sites (see site selection, site lease and site
construction).

5. Perform radio microwave analysis and if necessary clear frequency
band. Inform Ericsson of available frequencies in relation to time
schedule. X

6. Document and distribute radio base station dependent data. Identify the
following cell site information based on Triton coverage and capacity
design requirements:
Number of voice channels.
Effective radiated power. X
Antenna radiation center above ground level (AGL). X
Sector/omni antenna and orientations. X
Down-tilt angle (if used).
Frequency plan. X
Frequency hopping sequence (if used). X
Site name, site code and number. X
Provide map co-ordinates of base stations. X
Create Cell Design Data (CDD) for each site. X
X
X

7. Determine frequency plan based on data collected in item 110.6. X

8. Review and configure (i.e. rebalancing) BSS for optimum performance
prior to initial commercial launch of the applicable market. X

9. Prepare FCC application of frequency use, adjacent channel use and
obtain co-ordination approval. X

10. Review network data sheets against equipment capabilities e.g. ERP
not achievable. Negotiate and work out discrepancies and agree with
vendor on the same. X

11. Design and conduct cell planning site survey e.g.:
Define baseline for market cellsite antenna orientation. X
Space for antenna system including antenna separation. X

Nearby obstacles. X

12. Prepare & submit nominal Cell Plan and Frequency Plan. X

13. Approve the nominal cell plan X

IMPLEMENTATION OF BTS
200. BTS ENGINEERING X

1. Perform site survey to determine layout for site including X
antenna system. Parties to agree on layout.

2. Make detailed installation design based on item 200.1. X

3. Approve detailed installation design. X

4. Prepare as built drawings after installation. X

210. BTS CIVIL CONSTRUCTION

1. Hire Architecture & Engineering (A/E) firm. X

2. Give Ericsson's requirements to A/E firm e.g., size and weight X
of Ericsson's equipment, environmental

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requirements, demarcation points to be located close to base stations.

3. Obtain topographic survey of property (if tower/monopole is to
be constructed). X

4. A/E firm will prepare complete site drawings (A&E). X
Drawings to include but not limited to showing:
Equipment locations and details.
Electrical panel location and details.
Telco demarcation point and details.
Antenna descriptions, locations and details.
Coax locations and details.
Concrete support pads/steel platform structures and details. If
necessary: any mounting devices e.g., threaded studs required for
Ericsson's equipment.
Reinforcement of existing structures.
External alarms and details.
Grounding system and details.
Lightning protection system and details.
Warning lights on Tower
Special color on Tower
Tower/monopole/coax bridge details (for tower/monopole sites only). Fences
and details (for tower/monopole sites only). Access road and details (for
tower/monopole sites only). Core drilling.
Fire protection system.
Heating, Ventilating, Air Conditioning systems.
Lighting systems.

5. Approve site drawings. X

6. Provide copy of A&E drawings to Ericsson. X

7. Acknowledge receipt of approved A&E Drawings. X

8. Prepare and issue request for quotation for new tower or X
monopole (if tower/monopole is to be constructed).

9. Select vendor for new tower or monopole and place order (if X
tower/monopole is to be constructed).

10. Obtain soils report (if tower/monopole is to be constructed). X

11. Design foundation for tower or monopole (if tower/monopole is to X
be constructed).

12. Obtain structural analysis of existing tower or monopole with X
new equipment added (for existing tower/monopole sites only).

13. Order antenna support structure. X

14. Issue A&E drawings to contractors for quotes. X

15. Select contractor(s) X

16. Procure and install antennas, TMAs, feeders and jumpers. X
(Ericsson will provide TMAs)

17. Provide warehouse for civil construction items X

18. Obtain building permit. X

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19. Obtain zoning approval. X

20. Order commercial power. X

21. Order Telco. X

22. Prepare construction schedule and list milestones such as X
"Joint Site Inspection" date and "Site ready for Installation" date
to Ericsson

23. Prepare and distribute implementation schedule for Ericsson's X
"Installation and Testing".

24. Construct site in accordance with approved A&E drawings in item X
210.4. Construct tower/monopole with foundations (for tower/monopole
sites only). Including TMA installation and formally confirm the
readiness status to Ericsson

25. Provide security during construction. X

26. Provide Ericsson with access to site during construction. X

27. Supervise site construction. X

28. Test systems. Testing of systems connected to this unit to be X
performed after connection to hereto.
For antenna systems: Perform Voltage Standing Wave Radio (VSWR ) and Time
Domain Reflectometer (TDR) test for all lines and antennas. Check feeders
are connected to right antennas.

29. Clean up site. X

30. Joint Site Inspection of civil construction and mounting base X
(if any) activities.

31. Issue Civil Site Acceptance/readiness Certificate. X

32. Turn site over to Ericsson's installation team. X

33. Provide "As Built" drawings. X

34. Issue "Site Civil Exceptions List". X

35. Resolve items on "Site Civil Exceptions List". X

36. Issue Certificate for completion of "Site Civil Exceptions X
List".

220. INSTALLATION OF OUTDOOR CABINET

1. Provide telephone line or equivalent as back-up communication X
link for technicians.

2. Provide a complete site readiness checklist for Ericsson to X
start implementation activities for the cell site

3. Provide/Ensure security during the installation phase (if X
necessary)

4. Provide crane or other necessary lifting equipment at site. X

5. Provide police escort and permits required to use crane and X
possible traffic control.

6. Install and connect BTS Cabinet and Mounting Base. X

7. Label antenna jumpers. AC power and grounding pigtails to be X
provided by Triton.

8. Install the Transmission Module. X

9. Connect the Transmission facility to the Transmission Module. X

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10. Connect alarms the External Alarm Unit (EACU). X

11. Connect Mounting Base cables for AC mains and transmission. X

12. Connect power, TX / RX jumper cables, T1 cable & power into GSM X
cabinet.

13. Connect TDMA side of inter-cabinet cables to TDMA equipment. X

14. Provide transmission connection from site to MSC X

15. Reintegrate TDMA site back into network X

16. Provide report showing for which sites "Cabinet Installation" is X
complete.

230. INSTALLATION OF INDOOR CABINET

1. Provide telephone line or equivalent as back-up communication X
link for technicians.

2. Provide a complete site readiness checklist for Ericsson to X
start the installation activities for cell site.

3. Provide security during the installation phase (if necessary) X

4. Provide crane or other necessary lifting equipment at site if X
applicable.

5. Provide police escort and permits required to use crane and X
possible traffic control.

6. Install and connect Indoor GSM Cabinet. X

7. Connect DC power system, antenna system(TX/RX jumpers) and X
ground system to the Cabinet.

8. Label Antenna jumpers. Provide AC power and grounding pigtails X

9. Install the Transmission Module. X

10. Connect the Transmission facility to the Transmission Module. X

11. Connect alarms to External Alarm Unit (EACU). X

12. Provide report showing for which sites "Cabinet Installation" is X
complete.

240. BTS NETWORK ELEMENT TEST (GSM)

1. Perform Test Set-up. X

2. Perform Main Power Test. X

3. Perform Internal Alarm Test X

4. Perform External Alarm Test. X

5. Load BTS Software (unless already loaded from factory). X

6. Perform test calls, 1 call per TRU. X

7. Perform site specific inventory and status report of inventory X
result.

8. Inform Triton "Network Element Ready for Acceptance" after above X
tests are satisfactory completed.

9. Issue "Network Element Acceptance Certificate". X

10. Sign "Network Element Acceptance Certificate". X

11. Provide report showing which sites are ready for BTS Integration X
Testing.

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12. Issue "Exceptions List Report" (ELR). X

13. Resolve items on ELR. X

14. Issue "Exceptions List Resolution Certificate". X

16. Sign "Exceptions List Resolution Certificate" X

300 BSC SWITCH ENGINEERING

1. Detailed dimensioning of Network Elements: X

Input is based on the Network Information binder information.

2. Project Manager creates a Project File in ordering system. X

3. Floor plan engineering:

Site visit by Plant Engineer. X

When building is selected provide input for determining floorplan
layout. X

Provide floorplan layout. X

Determine site specific issues that will impact plant Engineering
effort according to a site survey checklist. X

Approve floorplan. X

4. Specify engineering package for mechanics (such as floor X
Dependent items FDI).

5. Production of documents: allocation documentation, cabling X
tables and address and strapping information.

6. The C module documentation is delivered to installation crews. X

7. "AS built" drawings are returned to Plant Engineering for X
updating customer documentation.

8. Provides finalized C modules documentation to Triton as part of X
exchange library.

310. DATA TRANSCRIPT

1. Review the NI Binder and exchange requirements document. At the X
discretion of Ericsson a site visit may be required to work out
details in clarifying the Exchange Requirements Document

2. Detailed dimensioning provided by switch engineering (see X
section 300): Hardware allocation of switch Network Elements
presented to DT.

3. Output of Data Transcript (DT) files: Basic hardware allocation X
for BSC & BTS

4. DT is delivered to Network Element testing department for X
incorporation into the BSC switch load.

320. CIVIL CONSTRUCTION AND SITE ACQUISITION FOR BSC SWITCH SITE

1. Hire Architecture & Engineering (A/E) firm. X

2. Provide Triton with BSC building fundamental information: X

Switch floor plan layout and dimensions including power and battery.

Switch power consumption.

Data to determine overhead or under floor cabling

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preference.

Equipment weight to determine floor loading of potential buildings.

Air Conditioning requirements.

Demarcation points to be located close to Triton's equipment

3. Select building that meets requirements in item 320.2. X

4. Negotiate with building owners and sign finalized lease X
agreement.

5. A/E firm will prepare complete site drawings (A&E). X

Drawings to include but not limited to showing:

Equipment locations and details.

Electrical panel location and details.

Talc demarcation point and details.

Coax locations and details.

Concrete support pads/steel platform structures and details. If
necessary: any mounting devices; e.g. threaded studs required for the
Ericsson's equipment.

Reinforcement of existing structures.

External alarms and details.

Grounding system and details.

Lightning protection system and details.

Core drilling.

Fire protection system.

Heating, Ventilating, Air Conditioning systems.

Lighting systems.

6. Approve site drawings. X

7. Provide copy of A&E drawings to Ericsson X

8. Acknowledge receipt of approved A&E Drawings. X

9. Issue A&E drawings to contractors for quotes. X

10. Select contractor(s) X

11. Provide warehouse for civil construction items X

12. Obtain building permit. X

13. Obtain zoning approval. X

14. Order commercial power. X

15. Order Telco. X

16. Prepare construction schedule and list milestones such as X
"Joint Site Inspection" date and "Site ready for Installation" date
to Ericsson

17. Prepare and distribute implementation schedule for Ericsson's X
"Installation and Testing".

18. Construct site in accordance with approved A&E drawings in item X
320.5.

19. Provide security during construction. X

20. Provide Ericsson access to site during construction. X

21. Supervise site construction. X

22. Test systems. X

23. Clean up site. It is essential that site is dust free. X

24. Joint Site Inspection of Triton's civil construction for site X X
layout considerations.

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25. Issue Civil Site Acceptance Certificate. X

26. Turn site over to Ericsson's installation team. X

27. Issue "Site Civil Exceptions List". X

28. Resolve items on "Site Civil Exceptions List". X

29. Issue Certificate for completion of "Site Civil Exceptions X
List".

330. BSC SWITCH INSTALLATION

1. Provide telephone line or equivalent as back-up communication X
link for technicians.

2. Provide security during the installation phase (if necessary) X

3. Provide transportation of equipment to site. X

4. Provide crane or other necessary lifting equipment at site(if X
applicable)

5. Provide police escort and permits required to use crane and X
possible traffic control.

6. Install equipment according to Ericsson's C-module documentation. X

7. Install DC Power Plant including batteries per K-module. X

8. Connect AC Power System X

9. Connect transmission and ground system to BSC demarcation points. X

340. BSC SWITCH TESTING

1. Provide access to building and worksites for Ericsson are X
designated testing staff.

2. Prepare a checklist of what has been installed and what is left X
to be installed. ("C module" Check List, and Material Discrepancy
Report).

3. Software: X

Deliver software.

Load software.

Perform tests according to acceptance testing described in H - module
document.

4. Hand over access to accepted transmission system(s). X

5. Inform Triton "BSC Switch Ready for Acceptance" after above X
tests are satisfactory completed.

6. Issue "BSC Switch Acceptance Certificate". X

7. Sign "BSC Switch Acceptance Certificate". X

8. Issue "Exceptions List Report" (ELR). X

9. Resolve items on ELR. X

10. Issue "Exceptions List Resolution Certificate". X

11. Sign "Exceptions List Resolution Certificate". X

350. ERICSSON BSS ELEMENT MANAGEMENT TESTING (OSS)

1. Supply hardware (OSS element manager server). X

2. Supply workstations to the respective sites. X

3. Configure OSS element manager server hardware. X

4. Install NMS - OSS element manager platform on server X

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driver.

5. Install NMS - OSS element manager application on server hardware. X

6. Pretest NMS - OSS element manager system at Ericsson's location. X

7. Configure workstations. X

8. Establish communication between OSS element manager and X
applicable Network Elements.

9. Configure Network Elements for file transfer to OSS element X
manager.

10. Configure Network Elements for alarm routing. X

11. Provide Maps for OSS element manager applications. X

12. Establish communications between OSS element manager server and X
workstations.

13. Integrate OSS element manager server to Ericsson equipment X

14. Integrate OSS element manager server to Triton Network X
Management System.

15. Inform Triton: "Network Element Ready for Acceptance" after X
above tests are satisfactory completed.

16. Issue "Network Element Acceptance Certificate". X

17. Sign "Network Element Acceptance Certificate". X

18. Issue "Exceptions List Report" (ELR). X

19. Resolve items on ELR. X

20. Issue "Exceptions List Resolution Certificate". X

21. Sign "Exceptions List Resolution Certificate". X

400. INTEGRATION OF BSC SWITCH

1. Integration/testing to be performed according to the "H" module X
for BSC switch.

2. Provide non-Ericsson MSC integration acceptance prior to X
Ericsson integration of BSC to non-Ericsson MSC.

3. Provide all interconnections between MSC & BSC X

4. Termination of interconnect cables on non Ericsson MSC node / X
Distribution frame

5. Integration/testing of non-Ericsson MSC to Ericsson BSC will X X
jointly be conducted.

6. Inform Triton: "BSC Switch Integration Ready for Acceptance" X
after above tests are satisfactory completed.

7. Issue Certificate for BSC Switch Integration Acceptance. X

8. Sign Certificate for BSC Switch Integration Acceptance. X

9. Issue: "Exceptions List Report" (ELR). X

10. Resolve items on ELR. X

11. Issue "Exceptions List Resolution Certificate". X

12. Sign "Exceptions List Resolution Certificate". X

410. INTEGRATION OF BTS

1. Switch support for BTS integration in non-Ericsson MSC X

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2. Switch support for BTS integration during applicable Market X
commercial launch as defined in the contract agreement.

3. Provide & test transmission link from cell site location to the X
BSC & BSC to MSC

4. Connect the BTS to the BSC. X

5. Load frequency and other parameters into BSC prior to Network X
Element acceptance.

6. Load frequency and other parameters into BSC after Network X
Element acceptance.

7. Perform and document that the following steps are completed: X

Visual installation check of cabinet, AC mains, and antennas.

Power test including: AC control unit, each PSU, battery backup,
power com loop.

Cabinet fans are operational.

External alarms are programmed and functional.

Cell configuration matches channel allocation document.

Channel number of TRU matches channel allocation document.

MS call can be made on each time slot of each TRU, and note call
voice quality.

MS call on each sector and with each neighbor with the following
pertinent combinations: A-B, B-C, C-A.

8. Perform full integration test of Non-Ericsson provided equipment. X

9. Provide feedback on any RF or other cell problems, that may X
affect subscriber quality or ability of site to achieve acceptance,
if noticed.

10. Provide report identifying all sites that have been integrated X
and have passed all MS call test.

11. Review test plans and approve when applicable. X

12. Inform Triton per base station: "Integration Ready for X
Acceptance" after above tests are satisfactory completed.

13. Issue Certificate for Integration Acceptance per base station. X

14. Sign Certificate for Integration Acceptance per base station. X

15. Issue: "Exceptions List Report" (ELR). X

16. Resolve items on ELR. X

17. Issue "Exceptions List Resolution Certificate". X

18. Sign "Exceptions List Resolution Certificate". X

420. MISCELLANEOUS INITIAL BUILDOUT OF MARKET ACTIVITIES

1. Provide cutover co-ordination support for market launch on Triton X
responsible activities.

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2. Provide Cutover Coordination support for Market Launch of X
applicable market for Ericsson related activities

3. As required, rehome BTSs from BSC to BSC (i.e., rebalancing) prior X
to market launch.

430. INITIAL RF FINE TUNING (I.E. NETWORK OPTIMIZATION) [OPTIONAL SERVICE]

1. Review Channel Allocation Diagram (CAD) and compare the data X
against the site acceptance test results.

2. Analyze initial traffic data produced by the network. X

3. Determine sites or areas where RF parameter modifications are X
required.

4. Provide mobile subscription for test mobiles X

5. Verify inter-BSC data residing in non-Ericsson MSC(s) X

6. Verify all global BSC data residing in non-Ericsson MSC(s) X

7. Verify handover from each sector to primary neighbor X

8. RF team will be supplied with drivers and will drive the X
designated routes for each cluster until required data has been
collected.

9. Analyze raw data supplied by drive teams. X

10. Determine corrections to site parameters, or to site hardware X
(such as antenna's to be down or up tilted, or radiated power
increased or decreased).

11. Implement antenna corrections recommended by Ericsson X

12. Input DT changes, or make hardware alterations at site(s) X
excludes antenna systems.

13. RF team will supply status reports as fine tuning progresses. X

14. Inform Triton when initial RF fine tuning is completed (provided X
for up to 60 days after initial commercial launch of the applicable
market).

IMPLEMENTATION AND TEST FOR GSM CORE NETWORK ELEMENTS

440. SWITCH ENGINEERING

1. Dimension and define switching system requirements such as power X
distribution/conditioning equipment, environmental specifications,
capacity concerns

2. Provide Back-up Power Systems (rectifiers/inverters/batteries) X
based upon supplier recommendations, market specific
requirements, and reserve capacity calculations

3. Release Sales Order for Switch Equipment X

4. Floor plan engineering:

- Site visit by Switch Engineer. X

- Determine site specific issues that will impact Switch X

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Engineering effort, according to a site survey check list.

5. Specify engineering package for mechanics A-Pack (such as floor X
dependent items (FDI)) & B-Pack (site specific cables)

6. Production of C modules C01 and C02 documents, which contain X
allocation documentation, cabling tables, and address and
strapping information.

7. Provide hardware engineering to DT department X

8. The C modules are delivered to the installation crews. X

9. "AS built" drawings are returned to Switch Engineering for X
updating customer documentation.

10. Provides finalized C modules to Triton as part of exchange library. X

450. DATA TRANSCRIPT

1. MSC Exchange Requirement document:

- Triton completes the MSC Exchange Requirement document and X
provided to Ericsson by 10 business day prior to project start
date for review

- Review exchange requirement forms. At the discretion of X
Ericsson, a site visit may be required to work out details in
clarifying the Exchange Requirements Document.

- Defining subscriber data in HLR X

2. Hardware allocation of switch network elements. Detailed X
dimensioning provided by switch engineering (see section 400).

3. Output of Data Transcript (DT) files:

- Call routing, end of selection, call treatments, cell X
site, size alterations, etc.

4. DT is delivered to network element testing department for X
incorporation into the switch load.

460. CIVIL CONSTRUCTION ACTIVITIES

Civil construction activities. X

470. MSC INSTALLATION

1. Provide telephone line or equivalent as back-up communication link X
for technicians (3 lines for FAX and DSX access)

2. Provide security during the installation phase (if necessary) X

3. Provide crane or other necessary lifting equipment at site X
(coordinated by Ericsson).

4. Provide police escort and permits required to use crane and X
possible block traffic.

5. Provide building access for installation and test personnel X

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6. Install switch according to C & G modules X

7. Install DC power plant including batteries per K-module. X

8. Connect to customer provided DC power distribution panel, X
transmission system and ground system

9. During the implementation phase, provide and pay for repair to X
roads, lawns, roofs, etc., caused by possible damage or wear by
crane and/or other lifting equipment and trucks.

480. SWITCH NETWORK ELEMENT TESTING

1. Provide access to building and worksheet for Ericsson's designated X
testing staff.

2. Prepare a checklist of what has been installed and compare to X
C-module Check List

3. Deliver and load DT and RP software as applicable to scope of X
project

4. Perform Network Element tests according to H-module. X

5. Hand over access to accepted transmission system(s). X

6. Inform Triton "Network Element Ready for Acceptance" after above X
tests are satisfactorily completed.

7. Issue "Network Element Acceptance Form" X

7. Sign "Network Element Acceptance Form". X

7. Issue "Exceptions List Report" (ELR). X

8. Resolve items on ELR. X

9. Sign "Exceptions List Report" (ELR). X

490. TRANSMISSION & DATA COMMUNICATIONS NETWORK

Transmission and Data communications network to be provided by X
customer.

500. TRANSMISSION ENGINEERING

Transmission Engineering X

510. TRANSMISSION INSTALLATION

Transmission equipment installation X

520. TRANSMISSION TESTING

Transmission testing X

530. TESTING DATA COMMUNICATIONS NETWORK

Testing of Data Communications Network X

INTEGRATION & ACCEPTANCE

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540. INTEGRATION OF ERICSSON'S MSC

1. Integration/testing to be performed according to the latest "H" X
module for the MSC

2. Inform Triton: "Network Element Integration Ready for Acceptance"
after above tests are satisfactory completed. X

3. Issue Certificate for Network Element Integration Acceptance X

4. Sign Certificate for Network Element Integration Acceptance X

5. Issue: "Exceptions List Report" (ELR). X

6. Resolve items on ELR. X

7. Issue "Exceptions List Resolution Certificate". X
X
8. SIGN "EXCEPTIONS LIST RESOLUTION CERTIFICATE".

550. SYSTEM DEMONSTRATION

1. Review test object list. X

2. Issue test instructions. X

3. Review test instructions. X

4. Perform system acceptance test in "H" module for AXE Network X
Elements.

5. Inform Triton: "System Ready for Acceptance" after above tests are X
satisfactory completed.

6. Issue System Acceptance Certificate. X

7. Sign System Acceptance Certificate. X

7. Issue: "Exceptions List Report" (ELR). X

8. Resolve items on ELR. X

9. Issue "Exceptions List Resolution Certificate". X

10. Sign "Exceptions List Resolution Certificate". X

560. GPRS NODE ENGINEERING

1. Dimension and define system requirements such as: X
power distribution/conditioning equipment , environmental
specifications, capacity concerns

2. Provide Back-up Power Systems (rectifiers/inverters/batteries) X
based upon supplier recommendations, market specific
requirements, and reserve capacity calculations

3. Release Sales Order for GPRS Equipment X

4. Floor plan engineering:

- Site visit by Switch Engineer. X

- Assist Triton in selecting best building available. X

- When building is selected, provide input for determining
floodplain layout. X

- Provide initial layout during site survey & receive customer
sign-off X

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- Determine site specific issues that will impact Switch
Engineering effort, according to a site survey checklist. X X

- Approve final floodplain layout
X

5. Provide the network configuration inputs in the Ericsson suggested X
format.

6. Preparing configuration data based on Triton's inputs. X

5. Specify engineering package for mechanics A-Pack (such as floor X
dependent items (FDI)) & B-Pack (site specific cables)

9. "AS built" drawings are returned to Switch Engineering for X
updating customer documentation.

10. Provides finalized C modules to Triton as part of exchange library. X

570. CIVIL CONSTRUCTION ACTIVITIES

Civil construction activities. X

580. GPRS INSTALLATION

1. Provide telephone line or equivalent as back-up communication link X
for technicians (3 lines for FAX and DSX access)

2. Provide security during the installation phase (if necessary) X

3. Provide crane or other necessary lifting equipment at site X
(coordinated by Ericsson).

4. Provide police escort and permits required to use crane and X
possible block traffic.

5. Provide building access for installation and test personnel X

6. Install switch according to C & G modules X

7. Install DC power plant including batteries per K-module. X

8. Connect to customer provided DC power distribution panel, X
transmission system and ground system

9. During the implementation phase, provide and pay for repair to X
roads, lawns, roofs, etc., caused by possible damage or wear by
crane and/or other lifting equipment and trucks.

590. GPRS NETWORK ELEMENT TESTING

1. Provide access to building and worksheet for Ericsson's designated X
testing staff.

3. Deliver and load software as applicable to scope of project X

4. Perform Network Element tests according to H-module. X

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5. Hand over access to accepted transmission system(s). X

6. Inform Triton "Network Element Ready for Acceptance" after above X
tests are satisfactorily completed.

7. Issue "Network Element Acceptance Form" X

7. Sign "Network Element Acceptance Form". X

7. Issue "Exceptions List Report" (ELR). X

8. Resolve items on ELR. X

9. Sign "Exceptions List Report" (ELR). X

600. TRANSMISSION & DATA COMMUNICATIONS NETWORK

Transmission and Data communications network to be provided by X
customer.

610. TRANSMISSION ENGINEERING

Transmission Engineering X

INTEGRATION & ACCEPTANCE

620. INTEGRATION OF ERICSSON'S GPRS

1. Integration/testing to be performed according to the latest X
documentation for GPRS Nodes

2. Inform Triton: "Network Element Integration Ready for Acceptance"
after above tests are satisfactory completed. X

3. Issue Certificate for Network Element Integration Acceptance X

4. Sign Certificate for Network Element Integration Acceptance X

4. Issue: "Exceptions List Report" (ELR). X

5. Resolve items on ELR. X

6. Issue "Exceptions List Resolution Certificate". X

7. Sign "Exceptions List Resolution Certificate". X

630. ERICSSON BILLING GATEWAY TESTING (BGW)

1. Supply hardware (BGW server). X

2. Supply workstations to the respective sites. X

3. Configure BGW server hardware. X

4. Install BGW platform on server driver. X

5. Install BGW application on server hardware. X

6. Pretest BGW system at Ericsson's location. X

7. Configure workstations. X

8. Coordinate with Billing Gateway Provider X

9. Establish communication between BGW and applicable Network X
Elements.

11. Establish communications between BGW server and workstations. X

12. Inform Triton: "Network Element Ready for Acceptance" X

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after above tests are satisfactory completed.

13. Issue "Network Element Acceptance Certificate". X

14. Sign "Network Element Acceptance Certificate".

15. Issue "Exceptions List Report" (ELR). X

16. Resolve items on ELR. X

17. Issue "Exceptions List Resolution Certificate". X

18. Sign "Exceptions List Resolution Certificate". X

640. ERICSSON SERVICE ORDER GATEWAY (SOG) TESTING

1. Supply hardware (SOG server). X

2. Supply workstations to the respective sites. X

3. Configure SOG server hardware. X

4. Install SOG platform on server driver. X

5. Install SOG application on server hardware. X

6. Pretest SOG system at Ericsson's location. X

7. Configure workstations. X

8. Establish communication between SOG and applicable Network X
Elements.

9. Establish communications between SOG server and workstations. X

10. Inform Triton: "Network Element Ready for Acceptance" after X
above tests are satisfactory completed.

11. Issue "Network Element Acceptance Certificate". X

12. Sign "Network Element Acceptance Certificate". X

13. Issue "Exceptions List Report" (ELR). X

14. Resolve items on ELR. X

15. Issue "Exceptions List Resolution Certificate". x

16. Sign "Exceptions List Resolution Certificate". X

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ATTACHMENT F

PROJECT TIMELINES

Ericsson and Triton will work together in good faith to mutually agree upon the
detailed timelines & working methodology.

Typical time for implementation of various nodes at site is as follows.

NODE CONFIGURATION INSTALLATION & TEST DURATION(1)

RBS Outdoor Site *****
(co-location) *****
*****

RBS Indoor Site *****
(co-location) *****
*****

MSC *****

BSC *****

HLR *****

GGSN *****

SGSN *****

A typical time line for market launch is as follows. The time line can be
customized based upon simultaneous market launch needs.

NODE START FINISH

PO received ***** *****

Avg. Equipment lead time ***** *****

Engineering ***** *****

Core installation ***** *****

BSS Avg. equipment lead ***** *****
times

BSC installation ***** *****

Implementation of 190 ***** *****
cell sites

RF pre-cut tuning ***** *****

MARKET LAUNCH ***** *****

Optimization ***** *****

Time line is subject to change depending upon

1. Number of simultaneous market launches.

2. Readiness of transmission network.

3. Readiness of sites.

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ATTACHMENT G

ACCEPTANCE TESTING

ACCEPTANCE TESTING OF GSM SYSTEM IMPLEMENTATION

Ericsson will conduct acceptance testing of each Core Node ,Base Station
Controller (BSC) and Base Transceiver Station (BTS) according to the procedures
defined in the documents listed below.

1. CORE NODE

Start-up of APZ 22_1532-B_AXE_106_99_Rev_C.PDF
Integration Test Report List 92_1538-APT_210_25_Rev_B.PDF
Integration Test Between MSC and HLR 9_1538-APT_210_25_Rev_C.PDF
Network Integration Manual GSN 2.0 2_102_72-FDG_103_04_1_Rev_B.PDF
Integration Test of HLR and SGSN 120_1538-APT_210_22_Rev_A.PDF
Integration Test Report, GSN R2.0 2_1523-FDG_103_04_1_Rev_A.PDF

2. BSC

Integration Test Between MSC and BSS 33_1538-APT_210_09_Rev_A.PDF

3. BTS

RBS 2102 Implementation and Integration 151_86-LZN_302_22_Rev_E.PDF

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ATTACHMENT H

SALES OBJECTS

BTS H x W x D mm
Product Configuration # TRU's # Cabinets PWR into Feeder RCV Battery Footprint Weight PWR
Sensitivity Backup kg

RBS 2102s Outdoor 1,1,1 3 1 ***** ***** ***** ***** ***** *****
RBS 2102s Outdoor 2,2,2 6 1 ***** ***** ***** ***** ***** *****
RBS 2102s Outdoor 3,3,3 9 2 ***** ***** ***** ***** ***** *****
RBS 2102s Outdoor 4,4,4 12 2 ***** ***** ***** ***** ***** *****
RBS 2102s Outdoor 5,5,5 15 3 ***** ***** ***** ***** ***** *****
RBS 2102s Outdoor 6,6,6 18 3 ***** ***** ***** ***** ***** *****
RBS 2102 IS DESCRIBED IN MORE DETAIL IN THE RBS 2102 PRODUCT DOCUMENT,
TITLED: "RBS 2102 RADIO BASE STATION FOR ERICSSON'S GSM SYSTEM,"
LZT 123 3066 R4 DTD 1999.

RBS 2202s Indoor 1,1,1 3 1 ***** ***** ***** ***** ***** *****
RBS 2202s Indoor 2,2,2 6 1 ***** ***** ***** ***** ***** *****
RBS 2202s Indoor 3,3,3 9 2 ***** ***** ***** ***** ***** *****
RBS 2202s Indoor 4,4,4 12 2 ***** ***** ***** ***** ***** *****
RBS 2102s Indoor 5,5,5 15 3 ***** ***** ***** ***** ***** *****
RBS 2202s Indoor 6,6,6 18 3 ***** ***** ***** ***** ***** *****
RBS 2202 IS DESCRIBED IN MORE DETAIL IN THE RBS 2202 PRODUCT DOCUMENT,
TITLED: "RBS 2202 RADIO BASE STATION FOR ERICSSON'S GSM SYSTEM,"
LZT 123 3068 R6 DTD 1999.

RBS 2106 Outdoor 2,2,2 6 1 ***** ***** ***** ***** ***** *****
RBS 2106 Outdoor 4,4,4 12 1 ***** ***** ***** ***** ***** *****
RBS 2106 Outdoor 6,6,6 18 2 ***** ***** ***** ***** ***** *****
RBS 2106 Outdoor 8,8,8 24 2 ***** ***** ***** ***** ***** *****
RBS 2106 Outdoor 10,10,10 30 3 ***** ***** ***** ***** ***** *****
RBS 2106 Outdoor 12,12,12 36 3 ***** ***** ***** ***** ***** *****
RBS 2106 IS DESCRIBED IN MORE DETAIL IN THE RBS 2106 PRODUCT DOCUMENT,
TITLED: "RBS 2106 PRODUCT DESCRIPTION," SRN/X-00: 146 REV B DTD
2001-05-16.

RBS 2206 Indoor 2,2,2 6 1 ***** ***** ***** ***** ***** *****
RBS 2206 Indoor 4,4,4 12 1 ***** ***** ***** ***** ***** *****
RBS 2206 Indoor 6,6,6 18 2 ***** ***** ***** ***** ***** *****
RBS 2206 Indoor 8,8,8 24 2 ***** ***** ***** ***** ***** *****
RBS 2206 Indoor 10,10,10 30 3 ***** ***** ***** ***** ***** *****

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RBS 2206 Indoor 12,12,12 36 3 ***** ***** ***** ***** ***** *****
RBS 2206 IS DESCRIBED IN MORE DETAIL IN THE RBS 2206 PRODUCT DOCUMENT,
TITLED: "RBS 2206 DESCRIPTION," LRN/X-99:083 REV E DTD 2001-05-17.

Products not dimensioned

RBS 2101 RBS 2101 IS DESCRIBED IN MORE DETAIL IN THE RBS 2101 PRODUCT DOCUMENT,
TITLED: "RBS 2101 RADIO BASE STATION FOR ERICSSON'S GSM SYSTEM,"
LZT 123 3065 R4 DTD 1999.

RBS 2302 RBS 2302 IS DESCRIBED IN MORE DETAIL IN RBS 2302 PRODUCT DOCUMENT,
TITLED: "RBS RADIO BASE STATION," LZT 123 4382 R2 DTD 2000.

RBS 2401 RBS 2401 IS DESCRIBED IN MORE DETAIL IN RBS 2401 PRODUCT DOCUMENT,
TITLED: "RBS 2401," LZT 123 4860 R2 DTD 2000.

BSS
Sales Object Sales Object Sales Object
1 2 3

BSC ***** ***** *****
Number of TRXs ***** ***** *****
Traffic capacity * * *
(Erlang)
Number of 1.5 Mbit/s ***** ***** *****
interfaces boards
Number of SS7 links ***** ***** *****
Number of RPG2 boards ***** ***** *****
GPRS (16 kbit/s- ***** ***** *****
channels) (optional) ***** *****
Power consumption ***** ***** *****
(kW)
Number of fuses ***** ***** *****
Cabinets** ***** ***** *****
***** *****
***** *****
Net floor space (m2) ***** ***** *****
Weight (kg) ***** ***** *****

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Sales Object Erlang Exp Sales Object 2 Erlang Exp Sales Object 3 Erlang Exp Sales Object 4
1

BSC/TRC ***** ***** ***** *****
Number of TRXs ***** ***** ***** *****
Number of TRA ***** ***** ***** ***** ***** ***** *****
channels

Traffic capacity ***** ***** ***** ***** ***** ***** *****
(Erlang)
Number of 1.5 ***** ***** ***** *****
Mbit/s interfaces
Number of SS7 links ***** ***** ***** *****
Number of RPG2 board ***** ***** ***** *****
GPRS (16 kbit/s ***** ***** ***** *****
channels)*
Cabinets** ***** ***** ***** ***** ***** ***** *****
***** ***** ***** *****
***** ***** ***** *****
***** ***** ***** *****
***** ***** ***** *****
***** ***** ***** *****
Net floor space ***** ***** ***** *****
(m2)

Weight (kg) ***** ***** ***** *****

BSC/TRC PRODUCTS ARE DESCRIBED IN MORE DETAIL IN THE BSC PRODUCT DOCUMENT,
TITLED: "BSC PRODUCT PACKAGES FOR GSM 1900 ANSI, R8," ERA/LVX-99:0008 REV A DTD
2000-02-03.

Core Sales Object Exp 1->2 Sales Object 2 Exp 2->3 Sales Object 3 Exp 3->4 Sales Object 4
1

MSC/VLR HW&SW
Devices Steps ***** ***** ***** ***** ***** ***** *****
Erlangs ***** ***** ***** ***** ***** ***** *****
T1 channels ***** ***** ***** ***** ***** ***** *****
DS0A terminals ***** ***** ***** ***** ***** *****
V.35 terminals ***** ***** ***** ***** ***** *****
CSR-D devices ***** ***** ***** ***** *****
PCD-G devices ***** ***** ***** ***** *****
CSK-D devices ***** ***** ***** ***** *****
CCD devices ***** ***** ***** ***** *****
TCD6 devices ***** ***** ***** ***** *****
CAT devices ***** ***** ***** ***** *****

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KRD-D devices ***** ***** ***** ***** *****
DTI2 channels ***** ***** ***** *****
M-AST channels ***** ***** ***** ***** *****
Gs-connected 64kbps ***** ***** ***** ***** *****
signaling
terminals(RPG2E)

GS-connected 56kbps ***** ***** ***** ***** *****
signaling
terminals(RPG2E)

Test Telephone Access ***** ***** ***** ***** *****
Echo Cancellor in ***** ***** ***** ***** ***** *****
Pool
GS 32K Cab ***** ***** *****
GS 64K Cab ***** *****
DTI2 Cab ***** ***** ***** *****
Core APT Cab ***** ***** ***** ***** *****
Fully Eqp V.35 or ***** ***** ***** *****
DS0A

Half Eqp V.35 or DS0A ***** ***** ***** *****
Half ETC-T1H Cab ***** *****
Full ETC-T1H Cab ***** ***** ***** ***** ***** ***** *****
Half ECP4 Cab ***** ***** *****
Full ECP4 Cab ***** ***** ***** ***** *****
APZ 212 30 - IOG/CLM ***** ***** ***** *****
APT Cabinets ***** ***** ***** *****
Power (W) ***** ***** ***** ***** ***** ***** *****

CORE PRODUCTS ARE DESCRIBED IN MORE DETAIL IN THE DOCUMENT, TITLED: "GTP VERSION
3 FOR GSM1900 R8.0, BYB501 HW (ANSI)," ERA/LGX/X-99:289 REV B DTD 2000-06-19.

MSC Server HW & SW
Detailed Package Configurations TBD
MGW "CSS & PSS"
Detailed Package Configurations TBD
HLR

THE PRODUCTS ABOVE ARE DESCRIBED IN MORE DETAIL IN THE DOCUMENT, TITLED: "GTP
VERSION 3 FOR GSM1900 R8.0, BYB501 HW (ANSI)," ERA/LGX/X-99:289 REV B DTD
2000-06-19.

OSS HW&SW

THE PRODUCT ABOVE IS DESCRIBED IN MORE DETAIL IN THE DOCUMENT, TITLED: "GSM OSS
R8.2 HARDWARE DESCRIPTION, SERVER CONFIGURATION C/FC-AL," 131 62-APP 901 015 UEN
REV PA3 DTD 2000-12-19.

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PrePaid Service & Implementation

Power HW

GPRS Sales Object Sales Object 3
2

BSC GPRS HW ***** *****

Additional PCU Mag ***** *****
2RPP, 7 max
Additional RPP ***** *****

THE ABOVE BSC PRODUCTS ARE DESCRIBED IN MORE DETAIL IN THE DOCUMENT, TITLED:
"BSC PRODUCT PACKAGES FOR GSM 1900 ANSI, R8," ERA/LVX-99:0008 REV A DTD
2000-02-03.

Sales Object Sales Object 3
2

PSS GSNs ***** *****
*****
*****

THE ABOVE PRODUCT IS DESCRIBED IN MORE DETAIL IN THE DOCUMENT, TITLED: "SGSN
W33.0/W4.0 & GGSN 3.0/4.0 SYSTEM OVERVIEW," 1/0363-FCP 111 213 UEN REV B DTD
2000-07-05.

Sales Object 1

PSS Server *****

THE ABOVE PRODUCT IS DESCRIBED IN MORE DETAIL IN THE DOCUMENT, TITLED: "SGSN
W33.0/W4.0 & GGSN 3.0/4.0 SYSTEM OVERVIEW," 1/0363-FCP 111 213 UEN REV B DTD
2000-07-05.

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ATTACHMENT I

LATE DELIVERY FEES

This Attachment I describes the liquidated damages agreed to by the Parties for
certain types of performance delays and other issues that may arise under the
Agreement. *****

1. DELAYED LAUNCH

If and to the extent that a "Market Acceptance" (defined below), with respect to
Triton's initial commercial launch of its GSM/GPRS system in a Market assigned
by Triton to Ericsson under this Agreement, is delayed due to Ericsson's failure
to meet its delivery commitments set forth in the applicable Build Out Plan,
then Ericsson agrees to pay liquidated damages in the amount of ***** percent
(*****%) of the price of the Products to be provided by Ericsson to Triton
hereunder for Triton's initial commercial launch of its GSM/GPRS system in such
Market, per week, for each full week of delay, up to a maximum of ***** percent
(*****%) of the price of such Products. For these purposes "Market Acceptance"
is defined as Site Acceptance of one hundred percent (100%) of the agreed number
of Cell Sites in a Market, less any peripheral and overlapping sites. For these
purposes, (a) a "peripheral site" means a site that is located on the very outer
perimeter of a Market, and (b) an "overlapping site" means a site that is
substantially covered by neighboring sites to the extent it maintains the
required signal coverage. In the event that Triton proceeds with the initial
commercial launch of its GSM/GPRS system in the Market by the scheduled launch
date set forth in the applicable Build Out Plan even though Ericsson has not
completed all of the required Cell Sites, then Ericsson agrees to pay, in lieu
of any other liquidated damages set forth in this Section 1 or 2, liquidated
damages in the amount of ***** percent (*****%) of the price of the delayed
Products to be provided by Ericsson to Triton hereunder for Triton's initial
commercial launch of its GSM/GPRS system in such Market, per week, for each full
week of delay, up to a maximum of ***** percent (*****%) of the price of such
delayed Products.

2. DELIVERY OR IMPLEMENTATION SERVICE DELAYS AFTER A MARKET HAS LAUNCHED.

After a Market has launched, Ericsson agrees to pay liquidated damages for any
delays in deliveries of Product associated with individual Cell Sites. The
amount of liquidated damages will be ***** percent (*****%) per week for every
full week of delay (up to a maximum of *****%). The amount of liquidated damages
will be measured against the price of the delayed Product to be delivered to
such site. For delays in delivery of a complete Cell Site, a delay shall be
measured from the date of scheduled Site Acceptance to the date of Site
Acceptance. For delays in delivery of individual components of an existing Cell
Site a delay shall be measured from the delivery date established in the
applicable Build-Out Plan or Statement of Work to the actual delivery date.

3. EXCEPTIONS.

Notwithstanding the foregoing, the liquidated damages set forth in this
Attachment I do not apply to the following circumstances, but only in
the event, and to the extent, that the delay is attributable to such
circumstances:

(a) Any Market for which the Parties mutually agree that
liquidated damages will not apply due to special or unusual
market circumstances.

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(b) Delays attributable to any act or omission of Triton or third
parties under Triton control (including, without limitation,
its agents, subcontractors or vendors (other than Ericsson)),
or force majeure events.

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EXHIBIT 10.4 MASTER PURCHASE AGREEMENT THIS MASTER PURCHASE AGREEMENT (this "Agreement"), effective as of September 21, 2001 (the "Effective Date"), is entered into by and between Ericsson Inc., a Delaware corporation ("Ericsson"), and Triton PCS...

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