RESTATED AND AMENDED MASTER PURCHASE AGREEMENT
|
CONFIDENTIAL
TREATMENT REQUESTED
|
Exhibit
10.11(c) Redacted
|
RESTATED
AND AMENDED
THIS
RESTATED AND AMENDED MASTER PURCHASE AGREEMENT (this “Agreement”), effective as
of November 15, 2006, is entered into by and between Ericsson Inc., a Delaware
corporation (“Ericsson”), and Rural Cellular Corporation, a Minnesota
corporation, having a place of business at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx,
XX
00000 (“Customer”).
WHEREAS,
Ericsson has supplied Customer with a wireless network products and services
and
various hosted service applications under a Master Purchase Agreement, dated
March 14, 2002 (“March 14th
MPA”)
and Customer would like to continue to purchase such products and services
from
Ericsson under new terms and conditions set forth in this Agreement with respect
to the wireless network products and services and with respect to the hosted
services in a new hosted services agreement executed contemporaneously with
this
Agreement (the “Hosted Services Agreement”); and
WHEREAS,
Customer and Ericsson have agreed that the business structure established
pursuant to this Agreement will achieve the objectives contemplated by the
parties in establishing a new flexible framework governing the standard terms
and conditions upon which Ericsson will provide to Customer, and Customer will
purchase from Ericsson, those certain specified wireless network products and
services pursuant to this Agreement and the hosted services pursuant to the
Hosted Services Agreement;
NOW,
THEREFORE, Ericsson and Customer hereby agree as follows:
|
1.
|
Scope
of Agreement.
This Agreement establishes the standard terms and conditions that
will
apply to network products and services provided by Ericsson to Customer
as
mutually agreed upon from time to time by Ericsson and Customer in
accordance with a written purchase order issued by Customer and accepted
by Ericsson (a “Purchase Order”) pursuant to the provisions of this
Agreement.
|
|
2.
|
Term.
The term of this Agreement shall commence
upon Customer’s fulfillment of its commitment to purchase $*** of Eligible
Products from Ericsson as provided in Section 27 of the March
14th
MPA (the “Effective Date”). The parties agree to document the Effective
Date by executing a confirming memorandum in substantially the form
attached hereto as Schedule
1.
This
Agreement shall remain in effect until it
is
otherwise terminated in accordance with the terms of this Agreement
or it
expires at the end of a four-year period that commences on the Effective
Date (such four-year period hereinafter referred to as the “4-Year
Period”).
This Agreement will automatically extend for successive one (1) year
periods unless either party provides to the other party a written
notice
of termination no less than sixty (60) days prior to the expiration
of the
then existing term. Notwithstanding the expiration or termination
of this
Agreement for any reason, each Purchase Order issued by Customer
and
accepted by Ericsson prior to the date of such expiration or termination
will remain in full force and effect in accordance with the provisions
thereof, including each of the provisions of this Agreement incorporated
by reference into such Purchase
Order.
|
|
3.
|
Purchase
Order.
From time to time during the term of this Agreement, Customer will
issue a
purchase order to Ericsson for the purchase of the products and services
hereunder. Such purchase order will include at least the following
information: (a) reference to this Agreement, (b) Customer's purchase
order number, (c) description of the products and services to be
purchased
by Customer from Ericsson, (d) applicable prices, (e) location to
which
the products are to be shipped, (f) requested delivery date, and
(g)
location to which invoice(s) will be rendered
for
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
1
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
payment.
Upon receipt of such purchase order, Ericsson shall within ten (10) days of
receipt of the purchase order notify Customer in writing of Ericsson’s
acceptance or rejection (together with a reasonable explanation for any such
rejection) of such purchase order; provided that Ericsson will use its good
faith efforts to accept each such purchase order issued by Customer.
4. Net
Pricing.
(a) Background.
As
provided in Section 29 of the March 14th
MPA,
Ericsson granted Customer (i) a discount of ***% on the Eligible Products,
and
(ii) a trailing credit of *** % of the Eligible Products, until Customer
purchased certain committed amount of the Eligible Products, at which time
the
following discounts and credits would then apply:
Table
1
|
Millions
of Dollars
|
Discounts
|
Credits
|
Total
|
|
$1
to $***
|
***%
|
***%
|
***%
|
|
$***
to $***
|
***%
|
***%
|
***%
|
|
$***
and up
|
***%
|
***%
|
***%
|
Customer
has now purchased the committed amount of the Eligible Products and believes
that the discounts and credits in Table 1 above may not be economically feasible
for Customer. In the interest of its strategic relationship with Customer,
Ericsson hereby agrees to provide Customer with the discount and credit
structure set forth herein, which Customer hereby acknowledges is more favorable
than the discounts and credits set forth in Table 1 above.
(b) Net
Pricing of Existing Products and Services.
During
the term of this Agreement, Customer may purchase from Ericsson, and Ericsson
may provide to Customer, the products and services listed in Exhibit
A
hereto,
at the applicable net prices set forth in Exhibit
A
hereto
(net of any discounts), which net prices reflect the application of the
following discounts:
Software
|
Discount
Percentage
for
BSC Software Products
|
Discount
Percentage for MSC and OSS Software Products
|
|
***%
|
***%
|
Hardware
|
Discount
Percentage
for
Hardware Products
|
Discount
Percentage for TRU Products
|
|
***
|
***%
|
Services
not listed on Exhibit A or otherwise referenced in this Agreement will not
be
eligible for discounts and the parties shall negotiate in good faith and
mutually agree in writing on the price for such services on a case-by-case
basis.
If
Customer can demonstrate (by reference to an invoice previously issued by
Ericsson and paid by Customer) that Customer has purchased from Ericsson a
product or service at a gross price (before application of any discounts or
credits) that is lower than the gross price used to establish the net price
in
Exhibit A, then Ericsson shall sell such product or service to Customer at
a net
price calculated using the lower gross price.
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
2
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
(c) Net
Pricing of New Products and Services.
The
parties shall negotiate in good faith and mutually agree in writing on the
net
price of any new product or service that does not appear on Exhibit
A
or that
Customer has not previously purchased from Ericsson. Ericsson hereby agrees
and
represents that such net price will be equal to or lower than (i) Ericsson’s
Internal Reference Price, as described below, net of the applicable discount
set
forth in Section 4(b) above, and (ii) the price generally offered by Ericsson
to
Cingular Wireless’s roaming partners in the United States. As used herein,
“Ericsson’s Internal Reference Price,” with respect to a product or service, is
the price which is (a) set by Ericsson’s affiliate responsible for the
management of such product or service, based on factors, such as market input,
the product’s or service’s original business case, targets for profitability,
and third party items, and (b) published by such Ericsson affiliate and
suggested as the price to be offered by Ericsson to its customers for such
product or service.
|
5.
|
Price
Credits.
In addition to the Net Pricing described in Section 4, Ericsson shall
provide RCC with the following
credits:
|
|
(a)
|
$***
Purchase Incentive Credit.
Ericsson will issue to Customer a purchase incentive credit equal
to the
sum of $***, as follows:
|
|
(1)
|
$***
credit upon execution of this
Agreement.
|
|
(2)
|
$***
credit when Customer’s purchase of Ericsson products and services during
the 4-Year Period reaches a total of $*** (net of any and all
discounts).
|
|
(3)
|
$***
credit when Customer’s purchase of Ericsson products and services during
the 4-Year Period reaches a total of $*** (net of any and all
discounts).
|
| (4) |
$***
credit when Customer’s purchase of Ericsson products and services during
the 4-Year Period reaches a total of $*** (net of any and all
discounts).
|
Upon
receipt of any such credit, Customer must use such credit within twelve (12)
months after its issuance and may use such credit only against current accounts
receivable or against future purchases of products and services from Ericsson
pursuant to either this Agreement or the Hosted Services Agreement.
As
used
in this Section 5(a), a “purchase” takes place upon the occurrence of both (i)
Ericsson’s acceptance of a purchase order issued by customer for product or
service pursuant to this Agreement or the Hosted Services Agreement, and (i)
Ericsson’s issuance of an invoice for such product or service.
|
(b)
|
$***
Network Credit.
Ericsson will issue to Customer a network credit equal to the sum
of $***,
as follows:
|
|
(1)
|
On
February 16, 2008 (or such earlier date as Customer may elect by
providing
a written notice to Ericsson of its intent to take the credit early
but in
not event earlier than July 1, 2007), Ericsson will issue to Customer
a
credit of $***, as long as Customer is not then in breach of any
of the
material terms and conditions of this Agreement. Upon receipt of
such
credit of $***, Customer must use such credit during the 4-Year Period
and
may only be used by Customer against current accounts receivable
or
against future purchases of products and
services
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
3
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
from
Ericsson. This credit of $*** shall survive the early termination of this
Agreement if this Agreement is terminated for any reason prior to the expiration
of the 4-Year Period.
|
(2)
|
From
time to time prior to February 15, 2008, Customer may purchase from
Ericsson CDMA equipment, software, and related services. With respect
to
each such purchase, Ericsson will issue to Customer (i) an invoice
for the
applicable price (net all discounts and credits), and (ii) a credit
memorandum for such applicable price; provided that the sum of all
such
credits will not exceed $***.
|
|
(3)
|
From
time to time prior to February 15, 2008, Customer may purchase from
Ericsson the services to implement and test the integration of Ericsson’s
Mail-2-go, MMS and SMS solutions to Customer’s new CDMA core network. With
respect to each such purchase, Ericsson will issue to Customer (i)
an
invoice for the applicable price (net all discounts and credits),
and (ii)
a credit memorandum for such applicable price; provided that the
sum of
all such credits will not exceed
$***.
|
|
(c)
|
$***
GSM/WCDMA Overlay Credit.
Ericsson will issue to Customer a GSM overlay credit equal to the
sum of
$***, as follows:
|
|
(1)
|
In
the event that during the period commencing on January 1, 2008 and
ending
on the expiration of the 4-Year Period, Customer purchases from Ericsson
the GSM and/or WCDMA equipment, software and services to overlay
Customer’s *** CDMA market, Ericsson will issue to Customer (i) an invoice
for the applicable price (net all discounts and credits), and (ii)
a
credit memorandum for such applicable price; provided that the sum
of all
such credits will not exceed $***.
|
|
(2)
|
In
the event that Customer purchases from Ericsson the new Mobile Softswitch
equipment, software and related services during the 4-Year Period,
Ericsson will issue to Customer (i) an invoice for the applicable
price
(net all discounts and credits), and (ii) a credit memorandum for
such
applicable price; provided that the sum of all such credits will
not
exceed $***.
|
|
6.
|
BSC
Pricing Structure.
Ericsson hereby agrees to provide Customer with a “hybrid pay-as-you-grow”
BSC pricing structure, as follows:
|
|
(a)
|
New
BSCs.
With respect to each BSC to be purchased by Customer from Ericsson
after
the Effective Date, Customer will pay to Ericsson the applicable
purchase
price of all hardware, the fees for the services, and the license
fee for
a minimum of *** TRU software licenses with the initial purchase
order.
|
|
(b)
|
New
BSC Expansion.
With respect to each BSC expansion to be purchased by Customer from
Ericsson after the Effective Date, Customer will pay to Ericsson
the
applicable purchase price of all hardware, the fees for the services
with
the expansion order, and the license fee for such TRU software licenses
as
deemed necessary by Customer with the initial purchase order.
|
If
there
is any TRU capacity remaining in the BSC or BSC expansion (beyond the number
of
TRUs for which the software licenses are paid by Customer in its initial or
expansion order), Ericsson and Customer hereby agree as follows:
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
4
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
(1) Prior
to
the end of each calendar quarter, Ericsson will audit such BSC and BSC expansion
and will notify Customer in a written quote of the TRU capacity which was used
by RCC in that calendar quarter and for which Customer has not then already
paid
the license fee to Ericsson.
|
(2)
|
Within
ten (10) days following Customer’s receipt of the written notification
provided by Ericsson in accordance with subsection (1) above, Customer
will issue a purchase order to Ericsson for purchase of the software
license for such TRU capacity.
|
|
(3)
|
Upon
receipt of such purchase order, Ericsson will issue an invoice to
Customer
for the applicable license fee for such the software license for
such TRU
capacity.
|
For
avoidance of doubt, software licenses are not transferable; provided that
relocation of the hardware (of which the software is an integral component)
by
Customer will not constitute a transfer of the software.
|
7.
|
System
Support and Hardware Support.
Customer may purchase from Ericsson the system support described
in
Section 1 of Exhibit D hereto (“System Support”) and the hardware repair
and return services described in Section 2 of Exhibit
D
hereto (“Hardware Support”), at the applicable annual service fees set
forth in Exhibit
A
hereto or the other applicable fees and charges set forth in Sections
4(b)
and 4(c) of Exhibit
D
hereto. Customer may purchase Hardware Support from Ericsson on an
ad hoc
basis, at the applicable service fees set forth in Exhibit
A
hereto. Ericsson will provide System Support to Customer for its
NW TDMA
network for a period of *** commencing upon the Effective Date at
no
additional charge. Unless otherwise mutually agreed in writing by
the
parties, System Support and Hardware Support for the CDMA network
elements
will cease on ***.
|
|
8.
|
Software
Releases.
|
|
(a)
|
Software
Upgrades.
Upon execution of this Agreement, Ericsson will issue a credit of
$*** to
Customer. Upon receipt of such credit, Customer must use such credit
within twelve (12) months after its issuance and may use such credit
against current accounts receivable or against Customer’s future purchases
of products and services from Ericsson pursuant to this Agreement
or the
Hosted Services Agreement. With respect to the features for which
Customer
has already paid the applicable license fees as of the Effective
Date,
which features are listed in Exhibit
E hereto,
Ericsson hereby waives the R12 basic upgrade fees (software only)
for the
remaining nodes in the network. If Customer can show that it paid
the
applicable license fee for a feature prior to the Effective Date
but that
feature is not on Exhibit E, then Ericsson shall waive the R12 basic
upgrade fee relating to that
feature.
|
|
(b)
|
BSC
Capacity (512 vs. 1024).
Ericsson hereby waives all future license charges for the premium
feature
INF 902 1817/1 (Support for 1024 cells in
BSC).
|
|
(c)
|
Software
Support and Maintenance.
As a part of System Support purchased by Customer, Ericsson will
provide
Customer with the Software Updates and Software Upgrades from time
to time
as they become generally available at no additional charge. As used
herein, (i) “Software Update” means a software release that contains
correction of errors found in the then current in-service release
of the
software, and (ii) “Software Upgrade” means a software release that
contains (x) new basic features, (y) fixes of and/or enhancements
to the
basic and premium/optional features (in the then current in-service
release of the software) for which Customer has then already paid
the
applicable
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
5
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
license
fees to Ericsson (for example, new enhancements or functionality to the XYZ
feature would be included in System Support because Customer has paid for the
applicable license fees for that feature in a previous software release). For
avoidance of doubt, the following will not be included as a part of the System
Support and will be subject to mutually agreed additional charges:
|
(1)
|
New
or additional hardware that may be required for the Software Updates
or
Software Upgrades.
|
|
(2)
|
Premium
features and associated functionality included in a new software
release
(whether it is a Software Update or Software Upgrade) for which Customer
has not paid the applicable license fee to Ericsson, including without
limitation (i) new features or development or software functionality
required to comply with a federal, state or local government mandates
enacted after the date of this Agreement, or (ii) new feature development
as a result of revisions to the standards (such as CAMEL Phase 1
and CAMEL
Phase 2).
|
|
(3)
|
Deployment
and implementation of Software Updates or Software
Upgrades.
|
9. SCC
Charges and Peak Issues.
|
(a)
|
Prior
to the end of each calendar quarter, Ericsson will audit the average
SCC
usage of each Ericsson MSC by Customer in its network in such calendar
quarter and will notify Customer in writing of such average SCC usage
for
which Customer has not then paid the license fee to Ericsson. Within
five
(5) days following Customer’s receipt of such written notification,
Customer will issue a purchase order to Ericsson for the purchase
of such
average SCC usage. Upon receipt of such purchase order, Ericsson
will
issue an invoice to Customer for the incremental license fee for
such
average SCC usage to the extent that Customer has not then already
paid
the license fee for such SCC usage. The parties agree that the average
SCC
usage will be calculated in accordance with Exhibit
C
hereto.
|
|
(b)
|
Ericsson
will maintain each Ericsson MSC at the maximum capacity of *** SCCs
at no
cost to Customer, so that such Ericsson MSC may still carry the traffic
up
to the maximum capacity of *** SCCs even when the volume of such
traffic
exceeds the SCC usage for which Customer has then already paid the
license
fee to Ericsson; provided that Customer will remain obligated to
pay to
Ericsson the license fee for the average SCC usage as provided in
Section
9(a) above.
|
|
10.
|
TDMA
Transit Calls.
For a period of nine (9) months commencing on the Effective Date
on each
Ericsson GSM MSC, RCC will be allowed to route TDMA traffic to the
Ericsson GSM MSCs without increasing the SCC charges; provided that
the
following process is followed by Customer on each GSM
MSC:
|
|
(a)
|
At
least seven (7) days prior to the transition, Customer will notify
Ericsson of which TDMA MSC’s traffic will be transitioned to the Ericsson
GSM MSC.
|
|
(b)
|
Ericsson
will measure the Ericsson GSM MSC SCC level prior to the transition
(Before Measurement).
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
6
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
|
(c)
|
Customer
will transition TDMA traffic to the Ericsson GSM MSC and will advise
Ericsson when the transition is
complete.
|
|
(d)
|
Ericsson
will measure the SCC level no less than 7 days and no later than
14 days
after the TDMA transition (After
Measurement).
|
|
(e)
|
The
measured SCC increase (After Measurement - Before Measurement) will
be
deducted from the quarterly SCC invoices for the 9-month period after
the
transition.
|
|
11.
|
2Q05
Catch-Up.
Upon execution of this Agreement, Customer will issue to Ericsson
a
purchase order for the 2Q05 basic and premium software quotes in
the net
amount of $***. Upon receipt of such purchase order, Ericsson will
issue
to Customer an invoice for such 2Q05 basic and premium software quotes
in
the net amount of $***. Customer may use part of the $*** credit
(granted
by Ericsson under Section 5(a)(1) above) or the $*** credit (granted
by
Ericsson under Section 8(a)).
|
|
12.
|
CDMA
Last-Time-Buy.
Upon receipt of a written notification from Ericsson of the availability
of the CDMA equipment listed in Exhibit B hereto, Customer will purchase
from Ericsson and take delivery (and title) of such CDMA equipment
in
accordance with the process set forth in Subsection 5
(b)(2).
|
|
13.
|
Decommissioning
of CDMA Equipment.
No later than ***, Customer will, at its expense, (i) deinstall all
Ericsson CDMA equipment and software then already purchased by Customer
from Ericsson prior to, on or subsequent to the Effective Date (all
such
Ericsson CDMA equipment and software collectively referred to as
the
“Purchased CDMA Equipment”), (ii) collect and deliver the Purchased CDMA
Equipment to a warehouse at Customer’s Alexandria, MN location (the
“Central Location”), (iii) inventory the Purchased CDMA Equipment, and
(iv) make the Purchased CDMA Equipment available for Ericsson’s
inspection, pickup and transport, subject to the
following:
|
|
(a)
|
Customer
will retain the title and risk of loss or damage to the Purchased
CDMA
Equipment until Ericsson takes possession of the Purchased CDMA Equipment
at the Central Location, at which point the title and risk of loss
or
damage to the Purchase CDMA Equipment will pass to
Ericsson;
|
|
(b)
|
Except
as provided in Section 13(a) above, Customer will return all the
Purchased
CDMA Equipment to Ericsson in an “as is”
condition;
|
|
(c)
|
Customer
shall have no responsibly to box, crate or otherwise pack the CDMA
Purchased Equipment for shipment from the Central Location to Ericsson;
and
|
|
(d)
|
At
least ninety (90) days prior to Customer’s deinstallation of the Purchased
CDMA Equipment, Customer will notify Ericsson in writing of such
deinstallation, so that Ericsson may take the inventory of the Purchased
CDMA Equipment.
|
|
14.
|
Conflicts.
In the event of any express conflict or inconsistency between the
provisions of this Agreement and the provisions of any Purchase Order,
the
provisions of this Agreement will control.
|
|
15.
|
Products.
With respect to each product provided by Ericsson to Customer hereunder
(the “Product”), Ericsson will deliver the Product to Customer, F.O.B.,
Customer’s facilities (or such other facilities contracted by Customer),
no later than the date mutually agreed in writing by the parties.
Title
and risk of loss or damage to the Product will pass to Customer
upon
Ericsson’s delivery to
Customer.
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
7
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
|
16.
|
Software.
With respect to the software components of the Product (the “Software”),
Ericsson hereby grants to Customer, and Customer hereby accepts from
Ericsson, a non-exclusive and non-transferable license to use the
object
code of the Software solely as an integral part of and for the operation
of the Product in which the Software is originally embedded and for
no
other purposes, subject to the following use
provisions:
|
|
(a)
|
The
Software and related documentation (including all copies thereof)
shall
remain Ericsson’s exclusive
property.
|
|
(b)
|
Customer
may not reverse engineer, decompile or otherwise derive the source
code
from the object code of the
Software.
|
|
(c)
|
Customer
may not merge the Software with other software computer program materials
to form a derivative work or otherwise modify or alter the Software
in any
manner whatsoever.
|
|
(d)
|
Customer
may make only one copy of the Software solely for backup
purpose.
|
|
(e)
|
Customer
may make copies of the Software-related documentation solely for
internal
purposes.
|
The
provisions of this Section 16 will survive the expiration or termination of
this
Agreement for any reason.
|
17.
|
Taxes.
Customer will be responsible for, and will pay or reimburse Ericsson
for,
any sales, use, excise or other taxes, however designated or levied
based
upon this Agreement, on any amounts payable to Ericsson hereunder,
or any
services, systems, materials or goods provided to Customer hereunder
or
their use. Each party will be responsible for rendering its own property
for taxation and for paying any property taxes assessed against such
property. Each party will also be responsible for income taxes or
franchise taxes based on their respective income or net
worth.
|
|
18.
|
Invoicing
and Payment.
Unless otherwise mutually agreed in writing by the parties, Ericsson
will
invoice Customer for the applicable prices, charges and fees for
the
products and services according to the following schedule:
|
|
(a)
|
Invoices
for the equipment, software and related services associated with
the
Initial Build Out of a particular market will be issued for (i) ***%
of
the purchase order value at receipt of the purchase order, (ii) ***%
at
delivery, and (iii) ***% at Acceptance (as defined in Section 30
hereof).
|
|
(b)
|
All
other equipment, software and related services will be invoiced 100%
at
delivery or performance (except for System Support or Hardware Support,
for which invoices for annual support fees will be issued at the
beginning
of each annual period for such
services).
|
Each
such
invoice will be due and payable to Ericsson within thirty (30) days from the
date of the invoice. Any sum due to Ericsson hereunder that is not paid when
due
will bear interest thereafter until paid at a rate equal to the lesser of ***%
per month or the maximum rate allowed by applicable law.
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
8
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
As
used
herein, “Initial Build Out” of a market means all equipment and services
provided by Ericsson for the initial launch of Customer’s network in such
market.
|
19.
|
Warranty.
Ericsson warrants and agrees that it will perform the services hereunder
in a good and workmanlike manner. The foregoing warranty is for a
warranty
period of *** months following the date of performance. In addition,
Ericsson warrants that (i) Ericsson has all right, title and ownership
interests and/or licenses necessary to perform its obligations under
this
Agreement, and (ii) the products sold by Ericsson hereunder will
be free
and clear of any and all liens, encumbrances or security interests
of any
third party. With respect to each product provided by Ericsson hereunder
that is manufactured by Ericsson, Ericsson warrants that during the
Warranty Period (as defined below), such product will perform in
substantial accordance with the applicable specifications. With respect
to
each product provided by Ericsson hereunder that is not manufactured
by
Ericsson, Ericsson will assign any and all warranties with respect
to such
product if and to the extent allowed by the manufacturer or supplier
of
such product. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THERE
ARE NO,
AND ERICSSON HEREBY DISCLAIMS ALL, OTHER WARRANTIES, WHETHER IMPLIED,
EXPRESS OR STATUTORY, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED
TO CUSTOMER HEREUNDER, INCLUDING WITHOUT LIMITATION WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
USE.
|
As
used
in this Section 19, “Warranty Period” means a *** period that commences upon (i)
Ericsson’s delivery of the product (if Ericsson does not install such product),
or (ii) Acceptance of the product (if Ericsson installs such
product).
|
20.
|
Rights
in Work Products.
Each party’s rights in and to the work products to be developed and
provided by Ericsson under this Agreement are set forth herein. Unless
otherwise set forth herein, Ericsson will have exclusive ownership
of such
work products, and Customer will have a non-exclusive, non-transferable
license to use such work products as contemplated
herein.
|
|
21.
|
Confidentiality.
Each party agrees that all confidential documents, work product and
information (including all computer code and related materials) received
or otherwise obtained from the other party pursuant to this Agreement,
whether before or after the Effective Date, will be, and will be
deemed to
have been, received in confidence and will be used only for the purpose
of
carrying out the obligations of, or as otherwise contemplated by,
this
Agreement. Without the other party’s prior written consent, neither party
may disclose any such information to any third party, and each party
will
disclose such information only to such of its officers, employees
and
agents that have a need to know such information for the purposes
contemplated hereby. However, the provisions of this Section will
not
apply to any such information that (i) is or becomes generally available
to the public without the fault or negligence of either party, (ii)
is
already in the possession of the receiving party without being subject
to
another confidentiality obligation, (iii) is or becomes available
to the
receiving party on a non-confidential basis from a source other than
the
disclosing party; provided that such source is not bound by a
confidentiality obligation of the disclosing party, (iv) is required
to be
disclosed pursuant to an arbitration proceeding conducted in accordance
with this Agreement, or (v) is required to be disclosed pursuant
to a
requirement of any governmental authority or any statute, rule or
regulation; provided that the party required to disclose such information
of the other party provide to the other party notice of such requirement
of any such disclosure and cooperates with the other party to prevent
or
restrict any such disclosure to the extent allowed by applicable
law.
|
|
22.
|
Limitation
of Liability.
Except for Ericsson's liability under any indemnity provision in
this
Agreement, (i) any liability of Ericsson arising from or relating
to this
Agreement, whether based on contract, warranty, equity, indemnity,
tort
(including Ericsson’s negligence), intended conduct, strict liability, or
otherwise will be limited to Customer’s actual, direct damages, and (ii)
the amount of damages recoverable against Ericsson for all events,
acts or
omissions shall not exceed, in the aggregate,
the
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
9
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
greater
of *** dollars ($***) or the prices or fees then already paid by Customer to
Ericsson under the applicable purchase order for the products or services that
give rise to such liability. In no event shall either party be liable for any
special, incidental, indirect or consequential damages in connection with this
Agreement, whether based on action or claim in contract, warranty, equity,
tort
(including negligence), intended conduct, strict liability or otherwise, even
if
such damages are foreseeable.
|
23.
|
Indemnification.
Ericsson will indemnify Customer against, and will defend or settle
at
Ericsson’s own expense, any action or other proceeding brought against
Customer to the extent that it is based on a claim that the use of
the
Software infringes any third party copyright. Ericsson will pay any
and
all costs, damages, and expenses (including but not limited to reasonable
attorneys' fees) Customer becomes obligated to pay in any such action
or
proceeding attributable to any such claim. Ericsson will have no
obligation under this Section as to any action, proceeding, or claim
unless Ericsson is notified of it promptly and Ericsson has sole
control
of its defense and settlement, and Customer provides Ericsson with
reasonable assistance in its defense and settlement. If Customer's
use of
the Software under the terms of this Agreement is, or in Ericsson’s
opinion is likely to be, enjoined due to the type of infringement
or
misappropriation specified above, then Ericsson may, at its sole
option
and expense, either: (i) procure for Customer the right to continue
using
such Software under the terms of this Agreement; (ii) replace or
modify
such Software so that it is noninfringing and substantially equivalent
in
function to the enjoined Software; or (iii) if neither option above
can be
accomplished despite the reasonable efforts of Ericsson, then Ericsson
may
both: (A) terminate Customer's rights and Ericsson’s obligations with
respect to such product containing the Software; and (B) repurchase
the
applicable product and refund to Customer the purchase price of such
product paid by Customer upon return of the product to Ericsson.
The
foregoing are Ericsson’s sole and exclusive obligations with respect to
any infringement or misappropriation of intellectual property rights.
Ericsson will have no obligations under this Section with respect
to
infringement or misappropriation arising from any of the following
circumstances: (i) modifications to the Software that were not authorized
by Ericsson; (ii) use of the Software in combination with products
not
provided by Ericsson; or (iii) accident, misuse, or misapplication
of the
Software by Customer. If any such circumstances occur, Customer will
indemnify and defend Ericsson against any third party claims arising
from
such circumstances.
|
|
24.
|
Termination.
Either party may terminate this Agreement upon thirty days' written
notice
to the other party if such party breaches in any material respect
any of
the terms of this Agreement (except for payment default) and such
breach
remains uncured at the end of the thirty day notice period. In the
event
that Customer defaults in the payment when due of any amount due
to
Ericsson hereunder and does not cure the default within ten (10)
business
days after being given written notice specifying the default, then
Ericsson may, by giving written notice thereof to Customer at any
time
thereafter and before the default is cured, terminate this Agreement
or
any purchase order as of the date specified in the notice of
termination.
|
|
25.
|
Notice.
Any notices pursuant to this Agreement shall be in writing and shall
be
sent to the parties at the following address or at such other addresses
as
shall be specified by the parties by like
notice:
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
10
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
If
to
Ericsson: If
to
Customer:
Ericsson
Inc. Rural
Cellular Corporation
0000
Xxxxxx Xxxxx 0000
Xxxxxx Xxxxxx
Xxxxx,
Xxxxx 00000 Xxxxxxxxxx,
XX 00000
Attention:
VP RCC KAM Attention:
President
With
a
copy to: With
a
copy to:
Ericsson
Inc. Rural
Cellular Corporation
0000
Xxxxxx Xxxxx 000
Xxxxxxxx Xxxx Xxxxx
Xxxxx,
Xxxxx 00000 Xxxxxxxxxx,
XX 00000
Attention:
Legal Department Attention:
Legal Services Department
Such
notices or other communications shall be deemed to have been duly given and
received (i) on the day of sending if sent by personal delivery, cable,
telegram, facsimile transmission or telex, (ii) on the next business day after
the day of sending if sent by Federal Express or other similar express delivery
service, or (iii) on the fifth calendar day after the day of sending if sent
by
registered or certified mail (return receipt requested).
|
26.
|
Dispute
Resolution.
Any disputes arising under or relating to this Agreement shall be
resolved
in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. Arbitration shall be held in the City of
New
York, New York, or such other place as the parties may agree and
shall
include an award of attorneys' fees (and the amount of such fees)
to the
prevailing party. The arbitrators’ award shall be final and binding, and
judgment thereon may be entered in any court having jurisdiction
over the
party against which enforcement is sought; provided that any such
award
rendered by the arbitrators shall be strictly in conformance to and
in
accordance with the terms and conditions of this Agreement, including
without limitation the limitation of liability provisions contained
herein. Other than those matters involving injunctive relief as a
remedy
or any action necessary to enforce the award of the arbitrators,
the
parties agree that the provisions of this Section are a complete
defense
to any suit, action or other proceedings instituted in any court
or before
any administrative tribunal with respect to any dispute or controversy
arising under or relating to this Agreement. Nothing in this Section
shall
prevent either party from exercising its rights to terminate this
Agreement as specified herein. The provisions of this Section shall
survive the expiration or termination of this Agreement for any
reason.
|
|
27.
|
Media
Releases.
All media releases, public announcements and public disclosures by
either
party relating to this Agreement or the subject matter of this Agreement,
including, without limitation, promotional or marketing material
but not
including any announcement intended solely for internal distribution
or
any disclosure required by legal, accounting or regulatory requirements
beyond the reasonable control of the party, will be coordinated with
and
subject to the final approval by both parties prior to release. If
required by the rules or regulations of the Securities Exchange Commission
(SEC), Customer
shall file a copy of this Agreement with its required securities
filings,
redacted to be in the form attached hereto as Exhibit
F.
In the event that the SEC objects to the extent or substance of the
redacted Agreement, Customer and Ericsson shall work together in
good
faith to revise the redacted Agreement to satisfy the SEC requirements.
|
|
28.
|
Force
Majeure.
Each party will be excused from performance hereunder (except for
payment
obligation) for any period and to the extent that it is prevented
from
such performance, in whole or in part, as a result of delays caused
by the
other party or an unforeseeable act of God, natural disaster, war,
civil
disturbance, court order, labor dispute, third party non-performance,
or
other cause beyond its reasonable control and which it could not
have
prevented by reasonable precautions,
including
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
11
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
failures
or fluctuations in electrical power, heat, light, air conditioning or
telecommunications equipment, and such non-performance will not be a default
hereunder or a ground for termination hereof; provided however, the party whose
performance is not affected by such force majeure may terminate the applicable
purchase order without penalty upon written notice if the force majeure prevents
the other party's performance for more than ninety (90) days.
|
29.
|
Relationship.
The relationship between Customer and Ericsson is that of independent
contractor. This Agreement does not create any employer-employee,
agency,
joint venture, or partnership relationship between Customer and Ericsson.
Ericsson shall exercise control over the means and manner of the
performance of services pursuant to this Agreement. No employee,
agent, or
assistant of Ericsson, or other person participating on Ericsson's
behalf,
shall be considered an employee of Customer or entitled to any employment
fringe benefits of Customer.
|
|
30.
|
Miscellaneous.
This Agreement shall be governed by the laws of the State of New
York,
other than the choice of law rules. Neither party may assign this
Agreement without the other party’s prior written consent; except that by
providing the other party with a prior written notice thereof, either
party may assign this Agreement to any corporation or partnership
that
controls, is controlled by, or is under common control with the assigning
party or to any corporation that results from a merger or consolidation
with the assigning party or that acquires substantially all of the
assigning party's assets as a going concern, without the other party's
consent. As used in the preceding sentence, "control" and its derivatives
mean with respect to any entity the legal, beneficial or equitable
ownership, directly or indirectly, of fifty percent (50%) or more
of the
voting capital stock (or other ownership interest, if not a corporation)
of such entity. The provisions of this Agreement shall be severable,
and
if any provisions shall be held unenforceable the remaining provisions
shall remain in full force and effect. Expiration
or termination of this Agreement for any reason shall not release
either
party from any liability or obligation set forth in this Agreement
which
(i) the parties have expressly agreed will survive any such expiration
or
termination, or (ii) remain to be performed or by their nature would
be
intended to be applicable following such expiration or termination.
This
Agreement, each Purchase Order, and all exhibits attached hereto
or
thereto, each of which is hereby incorporated herein or therein,
as
applicable, for all purposes, constitute, as of the Effective Date
or the
effective date of the applicable Purchase Order, as applicable, the
entire
agreement between Ericsson and Customer with respect to the subject
matter
hereof and thereof, and there are no understandings or agreements
relative
hereto or thereto that are not fully expressed herein or therein.
Any
other terms or conditions included in any quotes, acknowledgements,
bills
of lading, purchase orders, invoices or other forms utilized or exchanged
by the parties hereto that are in addition to or in conflict with
those
set forth in this Agreement or the applicable Purchase Order will
be of no
force or effect and will not be incorporated herein or be binding
unless
specifically and expressly agreed to in writing by both parties.
No
change, waiver or discharge will be valid unless in writing signed
by an
authorized representative of the party against whom such change,
waiver or
discharge is sought to be enforced. Each party, by executing this
Agreement, represents and warrants that all necessary corporate or
other
authority to execute the Agreement has been obtained and that the
person
signing the Agreement is authorized to do so and thereby bind that
party.
|
|
31.
|
Acceptance.
The following provisions apply with respect to the acceptance of
the
Products:
|
|
(a)
|
Acceptance
Tests (the “Acceptance Tests”) will be carried out in respect of the
product that is installed by Ericsson, to verify that it will operate
and
perform in accordance with the relevant specifications provided by
Ericsson (the “Specifications”).
|
|
(b)
|
Ericsson
will notify Customer when it determines that the product is ready
for
Acceptance Tests, such notice to be given no less than seventy-two
(72)
hours before commencement of the Acceptance Tests. Customer and Ericsson
will jointly commence the
Acceptance
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
12
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
Tests
on
the date mutually agreed upon by both parties and specified in Ericsson's notice
(or other determined date). Representatives of Ericsson and Customer will sign
off on the form provided by Ericsson for the Acceptance Tests (the “Tests
Results Form”) as to whether each item of the test was passed or failed. If
Customer does not have a representative attend the Acceptance Tests on the
mutually scheduled date, Ericsson will proceed with those tests and immediately
forward the Test Results Form to Customer. No later than five (5) days after
the
effective receipt (in accordance with Section 24 of the Agreement) by Customer
of the Test Results Form, Customer will give Ericsson a written notice
confirming that the product is accepted or refusing acceptance, in which case
Customer’s notice will state the particulars of the alleged deviation. If
Customer fails to notify Ericsson during this period, Ericsson will, at its
discretion but acting reasonably, determine whether or not the product is
accepted and the product is deemed to have been accepted on the date upon which
the Acceptance Tests were successfully completed.
|
(c)
|
If
the Acceptance Tests results indicate that the product does not fulfill
the requirements of the Specifications, Ericsson will diligently
correct
these defects at no additional cost to Customer. Acceptance of the
product
will not be unreasonably refused because of minor deviations that
do not
prevent it from being put into operation, although this will not
relieve
Ericsson from its obligation to remedy the deviations without undue
delay.
As used in the previous sentence “minor deviation” means that both parties
agree that the defect will not affect end users quality of service.
Upon
correction of the defects, the relevant Acceptance Tests will be
repeated
on the relevant product in accordance with the procedures set out
in this
Article. Upon successful completion of the Acceptance Tests, the
product
will be deemed accepted by Customer and Acceptance will be deemed
to have
taken place as of that completion.
|
|
(d)
|
If
the date the Acceptance Tests are successfully completed is delayed
as the
result of the failure of Customer to fulfill its obligations under
this
Agreement, Acceptance will be deemed to have occurred on the date
it would
reasonably have taken place if Customer had fulfilled those
obligations.
|
|
(e)
|
Acceptance
of the product may involve testing the product itself and interfaces
(standard or agreed) to equipment not supplied by Ericsson under
this
Agreement. For this reason, tests of all products not supplied by
Ericsson
must be completed by Customer prior to commencement of Acceptance
Tests
and in the event that tests of applicable external products are
incomplete, Customer will allow Ericsson to exclude affected tests,
and
the Test Results Form will indicate that test has been excluded.
In the
event the product passes the other relevant tests, it will be deemed
accepted. Ericsson will help co-ordinate integration testing with
products
not supplied by Ericsson and may require the participation of the
suppliers of such products in the testing
process.
|
|
(f)
|
If
Customer commences use of the product, other than for the express
purpose
of training or testing as agreed between Ericsson and Customer in
writing
prior to Acceptance, it will be deemed accepted by
Customer.
|
|
32.
|
Preferred
Supplier.
During the term of this Agreement, Ericsson shall be the preferred
supplier of GSM equipment (excluding mobile soft switches that may
be used
to support GSM) and software purchased by Customer. For purposes
of this
paragraph, “preferred supplier” means that during the term of this
Agreement, Customer shall purchase GSM equipment and software from
Ericsson, provided that Ericsson’s rates, terms and conditions (including
without limitation the related support) are competitive with the
rates,
terms and conditions (including without limitation the related support)
offered by third parties for substantially similar GSM equipment
and
software.
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
13
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
|
33.
|
Other
Agreements.
This Agreement supersedes the March 14th
MPA. Accordingly, upon execution of this Agreement, the March
14th
MPA (including without limitation Section 34 of the March 14th
MPA) will terminate and will have no further force or effect, except
as
follows:
|
|
(a)
|
Hosted
Services Agreement.
As soon as practicable, Ericsson and RCC will work together in good
faith
to enter into the Hosted Services Agreement, which will supersede
(i) the
Statement of Work - Managed Content Services, effective as of January
19,
2005, as amended, (ii) MMS Shared Hosted Managed Service Statement
of Work
dated December 17, 2004, as amended, (iii) the Hosted Mobile Mail
Service
Statement of Work, dated March 7, 2005; (iv) the Hosted Managed Services
Statement of Work, effective as of August 12, 2005, , and (v) Schedule
No.
1 for SMS Hosted Managed Service, effective as of August 12, 2005,
all
between the parties. Prior
to the parties’ execution of the Hosted Services Agreement, the documents
referenced in the foregoing clauses (i)-(v) will remain in full force
and
effect in accordance with their respective terms and
conditions.
|
IN
WITNESS WHEREOF, the parties to this Agreement have caused their authorized
representatives to execute this Agreement as of the Effective Date.
ERICSSON
INC. RURAL
CELLULAR CORPORATION
By:
Xxxxxx Xxxxxxx By:
Xxx
Xxxxxxx
Name:
Xxxxxx Xxxxxxx Name:
Xxx
Xxxxxxx
Title:
General Manager Title:
Executive Vice President and COO
[signed
November 22, 2006]
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
14
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
SCHEDULE
1
FORM
OF CONFIRMING MEMORANDUM
This
memorandum confirms the mutually agreement and understanding between Ericsson
Inc. and Rural Cellular Corporation that ______________, 2006 shall be the
Effective Date of the Restated and Amended Master Purchase Agreement, effective
as of September __, 2006, between the parties.
Date:
______________________, 2006
ERICSSON
INC. RURAL
CELLULAR CORPORATION
By:
By:
Name:
Name:
Title:
Title:
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
15
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
EXHIBIT
A
NET
PRICE LIST
1. GSM
OSS Software
|
Ericsson
Part #
|
Description
|
NET
Price
|
Parameter
|
|
Basic
Software
|
|
|
|
|
INF
901 2351/U1
|
Centralized
Operations Support SS+BSS; FM Complete (RC-3 BASIC) - Comprised of
the
following software features:
|
$***
|
per
TRU
|
|
Cellular
Network Activity Manager (CNAM)
|
|||
|
Database
(DB)
|
|||
|
X-Terminal
Solution (XTERM)
|
|||
|
TMOS
Security Services (TSS)
|
|||
|
TMOS
Basic Service (TBS)
|
|||
|
Geographical
and logical Network Information Presentation (GNIP)
|
|||
|
Standard
Map (SMP)
|
|||
|
OMC
Flashboard (OMCFB)
|
|||
|
Database
Services (TDS)
|
|||
|
OSS
Client Solution (OCS)
|
|||
|
Command
Handler (CHA)
|
|||
|
File
Transfer and Management (FHA)
|
|||
|
Element
Management Accessories (EMA)
|
|||
|
Basic
Network Surveillance Interface Manager (BNSI-M)
|
|||
|
Basic
Network Surveillance Interface Agent (BNSI-A)
|
|||
|
Fault
Management Viewer (FMV)
|
|||
|
Recovery
and Diagnostic Tools (RDT)
|
|||
|
CORBA
Alarm IRP manager (CIRPM)
|
|||
|
SNMP
Manager (SNMPM)
|
|||
|
Text
Alarm Toolkit, Runtime (TXTR)
|
|||
|
Basic
OSS Administration (BOA)
|
|||
|
Command
Handling, Winfiol (WFIOL)
|
|||
|
External
Access Module (EAM)
|
|||
|
Fault
Management Basic (FMB)
|
|||
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
16
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
|
Ericsson
Part #
|
Description
|
NET
Price
|
Parameter
|
|
|
Premium
Feature Package (comprised
of the following software features, each of which software features
may be
licensed to Customer individually at the applicable net price set
forth
below)
|
***
|
per
TRU
|
||
|
INF
202 1325/NC1
|
BTS
Configuration Management (BCM) SS+BSS
|
***
|
per
TRU
|
|
|
INF
202 1328/NC1
|
Measurement
Result Recording (MRR) SS+BSS
|
***
|
per
TRU
|
|
|
INF
202 1338/NC1
|
Network
Statistics Analyzer (NWS-A) SS+BSS
|
***
|
per
TRU
|
|
|
INF
202 1342/NC1
|
Performance
Statistical Alarms (PSA) SS+BSS
|
***
|
per
TRU
|
|
|
INF
202 1318/NC1
|
Radio
Network Recording (RNR) SS+BSS
|
***
|
per
TRU
|
|
|
INF
202 1340/NC1
|
Statistical
Gateway (SGw) SS+BSS
|
***
|
per
TRU
|
|
|
INF
202 1051/NU
|
Report
Generator, Business Objects
|
***
|
per
TRU
|
|
|
INF
202 1341/NC1
|
Statistical
Data Mart (SDM) SS+BSS
|
***
|
per
TRU
|
|
|
INF
202 1339/NC1
|
Statistical
Measurement Initiator and Administration (SMIA) SS+BSS
|
***
|
per
TRU
|
|
|
FAJ
122 474
|
Frequency
Allocation Support Upgrade
|
***
|
per
TRU
|
|
|
FAJ
122 477
|
Neighboring
Cell Support - GSM, Upgrade
|
***
|
per
TRU
|
|
|
FAJ
122 631
|
Traffic
Estimation Tool, Upgrade
|
***
|
per
TRU
|
|
|
Ericsson
Part #
|
Description
|
NET
Price
|
Parameter
|
|
|
Optional
Premium Features
|
|
***
|
|
|
|
INF
202 1332/NC1
|
Frequency
Optimization eXpert (FOX) SS+BSS
|
***
|
per
TRU
|
|
|
INF
202 1333/NC1
|
Neighbouring
cell Optimization eXpert (NOX) SS+BSS
|
***
|
per
TRU
|
|
|
INF
901 2356/N7
|
FAJ
121 44, Fault Management Expert, Rule engine (FMXR)
|
***
|
Server
|
|
|
INF
901 2356/N8
|
FAJ
121 45, Fault Management eXpert, Development License
(FMXD)
|
***
|
Server
|
|
|
INF
000 0000/NC1
|
Cellular
Network Administration (CAN) SS+BSS
|
***
|
per
TRU
|
|
|
INF
000 0000/NC1
|
Cellular
Network Administration Interface (CNAI) SS+BSS
|
***
|
per
TRU
|
|
|
INF
202 1310/NC1
|
Operation
Procedure Support (OPS) SS+BSS
|
***
|
per
TRU
|
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
17
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
2. GSM
BSC Software
|
Ericsson
Part #
|
Description
|
NET
Price
|
Parameter
|
|
Basic
Software
|
|
|
|
|
FAP
131 177
|
BSS
Basic R12 SW Package -
Comprised of the following software features:
|
$***
|
per
TRU
|
|
FAJ
121 21 /1
|
BTS
- Short Time to Operation
|
||
|
FAJ
121 22 /1
|
Support
of AXE 810 - APG40
|
||
|
FAJ
121 23 /1
|
Support
of AXE 810 - APT1.5
|
||
|
FAJ
121 24 /1
|
Increased
Capacity on Abis
|
||
|
FAJ
121 26 /1
|
Transcoder
Pool Handling
|
||
|
FAJ
121 27 /1
|
Easy
Handling of Managed Objects
|
||
|
FAJ
121 28 /1
|
BSS
R9 System Improvements
|
||
|
FAJ
121 30 /1
|
High
Speed Signaling Link
|
||
|
FAJ
121 050/1
|
BSS
R9.1 System Improvements
|
||
|
FAJ
121 054
|
Frequency
Hopping on 32 Frequencies
|
||
|
FAJ
122 1093/1
|
Local
Synchronization Reference
|
||
|
FAJ
122 117/1
|
Flexible
Channel Allocation
|
||
|
FAJ
122 151/2
|
Software
Load of RBS 2000
|
||
|
FAJ
122 152/2
|
Flexible
SDCCH Handling
|
||
|
FAJ
122 155/2
|
Software
Load of RBS 200
|
||
|
FAJ
122 165/1
|
RBS
2000 Digital Path Supervision
|
||
|
FAJ
122 180/2
|
Channel
Event Recording
|
||
|
FAJ
122 181/1
|
Handover
of Traffic at Channel Blocking
|
||
|
FAJ
122 195/1
|
Alarm
Co-ordination
|
||
|
FAJ
122 197/1
|
Alarm
Suppression
|
||
|
FAJ
122 199/2
|
Improved
Configuration of BTSs
|
||
|
FAJ
122 200/1
|
Improved
RBS 200 Software Download
|
||
|
FAJ
122 202/1
|
Data
Channels
|
||
|
FAJ
122 204/1
|
Support
of A5/1 Ciphering Algorithm
|
||
|
FAJ
122 205/1
|
Manual
Access Control
|
||
|
FAJ
122 209/2
|
Handover
in BSS
|
||
|
FAJ
122 210/2
|
Paging
|
||
|
FAJ
122 212/1
|
Radio
Link Failure Supervision
|
||
|
FAJ
122 213/1
|
Diversity
|
||
|
FAJ
122 219/1
|
Traffic
Channels Submultiplexing (3 PCM Time Slots per TRX)
|
||
|
FAJ
122 220/3
|
Supported
Combinations of Channel Types per TRX
|
||
|
FAJ
122 221/1
|
Switch
in RBS 200 (Transmission Radio Interface)
|
||
|
FAJ
122 226/1
|
AXE
10/IOG 11 Interface Towards OSS
|
||
|
FAJ
122 231/2
|
BSC
Supervision Functions
|
||
|
FAJ
122 233/3
|
Call
Path Tracing in BSC
|
||
|
FAJ
122 238/8
|
Traffic
and Event Measurements in BSC
|
||
|
FAJ
122 239/5
|
Cell
Traffic Recording
|
||
|
FAJ
122 240/1
|
Processor
and Exchange Load Measurements in BSC
|
||
|
FAJ
122 245/1
|
Automatic
Reconfiguration of BCCH and SDCCH
|
||
|
FAJ
122 246/1
|
Automatic
Reconfiguration of TRAUs (Transcoders)
|
||
|
FAJ
122 247/1
|
Redundant
Control of TRIs
|
||
|
FAJ
122 252/1
|
Subscriber
Identity Confidentiality, Use of TMSI
|
||
|
FAJ
122 253/1
|
Support
for SMS Point-to Point in BSS
|
||
|
FAJ
122 259/6
|
Locating
|
||
|
FAJ
122 264/1
|
Loudness
Adjustment in TRAU
|
||
|
FAJ
122 267/1
|
Multiple
Cells per TG
|
||
|
FAJ
122 273/2
|
Initiation
Handling of Cells
|
||
|
FAJ
122 274/2
|
RBS
200 Digital Path
|
||
|
FAJ
122 276/1
|
TRH
Load Regulation
|
||
|
FAJ
122 279/2
|
Undefined
Neighbouring Cells Recording
|
||
|
FAJ
122 281/1
|
Standby
Synchronization of the TRI
|
||
|
FAJ
122 282/1
|
TRH
Redundancy
|
||
|
FAJ
122 285/1
|
Combined
Control Channels
|
||
|
FAJ
122 286/1
|
Assignment
to Another Cell
|
||
|
FAJ
122 294/1
|
TRA
Software Handling
|
||
|
FAJ
122 296/3
|
Transceiver
Tester (TRXT) Controlled by BSC
|
||
|
FAJ
122 299/4
|
Mobile
Traffic Record
|
||
|
FAJ
122 300/1
|
Back-up
in Main Store
|
||
|
FAJ
122 305/1
|
TRA
in Pool Handling
|
||
|
FAJ
122 306/1
|
BSS
Connectivity Test
|
||
|
FAJ
122 309/1
|
PCM-B
Transmission Link
|
||
|
FAJ
122 311/1
|
Dynamic
Allocation of Transcoder Resources
|
||
|
FAJ
122 313/2
|
Release
of Sequential Events (FORLOPP)
|
||
|
FAJ
122 314/2
|
Shorter
Speech Interrupts at Handover
|
||
|
FAJ
122 316/1
|
MNC
Expansion
|
||
|
FAJ
122 352/1
|
Multidrop
at RBS 2301 (Micro)
|
||
|
FAJ
122 37/1
|
Selective
Restart
|
||
|
FAJ
122 382/1
|
Increased
number of neighbouring cells
|
||
|
FAJ
122 385/1
|
2
Mbit/s E1/G.703 Long Haul
|
||
|
FAJ
122 393/1
|
Multidrop
at RBS 2000 (Macro)
|
||
|
FAJ
122 396/2
|
Active
BA-list Recording
|
||
|
FAJ
122 397/1
|
Cell
Relocation Support Between BSCs
|
||
|
FAJ
122 416/1
|
Handling
of Synchronization Reference
|
||
|
FAJ
122 426/1
|
Handling
of RBS Capabilities
|
||
|
FAJ
122 431/1
|
Support
for Special Cell Configurations
|
||
|
FAJ
122 442/1
|
Improved
Handling of Emergency Calls in RBS
|
||
|
FAJ
122 443/1
|
TRC-BSC
Overload Control
|
||
|
FAJ
122 445/2
|
Managed
Object Recovery
|
||
|
FAJ
122 446/1
|
Improved
BSC-OSS Interworking
|
||
|
FAJ
122 447/2
|
Increased
Paging Capacity
|
||
|
FAJ
122 453/1
|
Handling
of External RBS Hardware
|
||
|
FAJ
122 516/1
|
Year
2000 compliance
|
||
|
FAJ
122 548/1
|
System
Information, XXX Xxxxx 0
|
||
|
XXX
000 000/0
|
XXX
Xxxxx 0 Support
|
||
|
FAJ
122 550/1
|
Switch
in RBS 2000 (DXU)
|
||
|
FAJ
122 557/2
|
Remote
function change
|
||
|
FAJ
122 557/3
|
Remote
function change
|
||
|
FAJ
122 580/1
|
Overload
Protection in TRH
|
||
|
FAJ
122 581/1
|
Flexible
Alarm Classification
|
||
|
FAJ
122 584/1
|
TMA
dual alarm
|
||
|
FAJ
122 59/1
|
TRH
Load Distribution
|
||
|
FAJ
122 610/1
|
Supervision
of Digital Paths Connected to the BTS
|
||
|
FAJ
122 699/1
|
Mix
of ETC-Types in BSC
|
||
|
FAJ
122 700/1
|
BTS
Backwards compatibility
|
||
|
FAJ
122 720/1
|
Enhanced
BTS Program & Load of RBS 2000
|
||
|
FAJ
122 830/1
|
External
Alarm Connection and Presentation Locally at Site
|
||
|
FAJ
122 87/1
|
Support
of 1,020 TRXs
|
||
|
FAJ
122 879/1
|
Optimized
default allocation of MAIO
|
||
|
FAJ
122 893/1
|
AXE
Hardware Inventory in BSC
|
||
|
FAJ
122 904/1
|
Double
BCCH Allocation (BA) Lists
|
||
|
FAJ
122 908/1
|
Support
for New BTS
|
||
|
FAJ
122 913/1
|
Immediate
Assignment of TCH
|
||
|
FAJ
122 915/1
|
Channel
Administration
|
||
|
FAJ
122 923/1
|
Differential
Channel Allocation
|
||
|
FAJ
122 994/1
|
Support
of A5/2 Ciphering Algorithm
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
18
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
|
Ericsson
Part #
|
Description
|
NET
Price
|
Parameter
|
|
BSS
Premium Software - Software CAP Features
|
|
|
|
|
BSS
Premium Software Package -
Comprised of the following software features:
|
$***
|
per
TRU
|
|
|
FAJ
121 052/1
|
Multi
Band BSC
|
||
|
FAJ
121 053/1
|
Multi
Band Services
|
||
|
FAJ
121 055/1
|
AMR
|
||
|
FAJ
121 056
|
GPRS
coding scheme 3 and 4
|
||
|
FAJ
121 060/1
|
Flexible
Priority Handling of Packet DataChannels
|
||
|
FAJ
122 067/1
|
LAPD
Concentration
|
||
|
FAJ
122 072/1
|
OMT
License (BSS R9)
|
||
|
FAJ
122 078/1
|
Transmitter
Coherent Combining (TCC)
|
||
|
FAJ
121 32/1
|
Quality
of Service & Scheduling/64kbps
|
||
|
FAJ
121 50/1
|
Real
Time Event Data
|
||
|
FAJ
121 51/2
|
Flexible
Positioning Support
|
||
|
FAJ
121 52/1
|
Extended
Range Cell 121 km
|
||
|
FAJ
121 53/1
|
BCCH
in Overlaid Subcell
|
||
|
FAJ
122 89/1
|
LAPD
Multiplexing, RBS 2000
|
||
|
FAJ
122 256/1
|
Discontinuous
Transmission (DTX) Uplink
|
||
|
FAJ
122 260/3
|
Dynamic
MS Power Control
|
||
|
FAJ
122 284/5
|
SMS
Cell Broadcast
|
||
|
FAJ
122 287/1
|
Discontinuous
Transmission (DTX) Downlink
|
||
|
FAJ
122 288/1
|
Frequency
Hopping
|
||
|
FAJ
122 289/1
|
Handover
of SDCCH Priced
|
||
|
FAJ
122 290/2
|
Intra-cell
Handover
|
||
|
FAJ
122 315/1
|
Half
Rate Channels
|
||
|
FAJ
121 329/1
|
Enhanced
Full Rate (EFR)
|
||
|
FAJ
122 344/1
|
Transmission
Performance
|
||
|
FAJ
122 345
|
Remote
Operation and Maintenance Terminal
|
||
|
FAJ
122 357/1
|
1.5
Mbit/s T1/DS1 Long Haul
|
||
|
FAJ
122 381/1
|
NF
381.1 Adaptive Config of SDCCHs-
|
||
|
FAJ
122 395/1
|
Frequency
Allocation Support
|
||
|
FAJ
122 398/1
|
Frequency
re-configuration with minimum disturbance
|
||
|
FAJ
122 399
|
Statistics
Based on Measurement Results
|
||
|
FAJ
122 428/1
|
Advanced
Handling of Fast Moving Mobiles
|
||
|
FAJ
122 429/1
|
Handover
Power Boost
|
||
|
FAJ
122 430/1
|
Dynamic
Overlaid/Underlaid Subcells
|
||
|
FAJ
122 433/1
|
Efficient
Priority Handling
|
||
|
FAJ
122 435/1
|
Support
of Remote BSC
|
||
|
FAJ
122 438/2
|
High
Speed Circuit Switched Data (HSCSD)
|
||
|
FAJ
122 524/1
|
TX
- Diversity (2301 only)
|
||
|
FAJ
122 534/1
|
TX
Diversity (BSC SW)
|
||
|
FAJ
122 572/2
|
GPRS
Support per 64kbps
|
||
|
FAJ
122 573/1
|
HCS
supprt for m-layered ntwrks
|
||
|
FAJ
122 574/1
|
14.4
kbit/s Circuit Switched Data
|
||
|
FAJ
122 582/2
|
Dynamic
Half Rate Allocation
|
||
|
FAJ
122 583/1
|
SQS,
Speech quality supervision
|
||
|
FAJ
122 594/1
|
Software
Power Boost
|
||
|
FAJ
122 639
|
Mobile
Crosstalk Control (MCC)
|
||
|
FAJ
122 854/1
|
RBS
2000 synchronisation
|
||
|
FAJ
122 870/1
|
Flexible
MAIO Management
|
||
|
FAJ
122 909/1
|
Idle
Channel Measurement
|
||
|
FAJ
122 910/3
|
Dynamic
BTS Power Control
|
||
|
FAJ
122 911/1
|
Cell
Load Sharing
|
||
|
FAJ
121 588
|
U-TDOA
Support (Lb+ interface) - Added ($170)
|
|
|
|
INF
902 1817/1
|
Support
for 1024 cells in BSC - Added 2006 Addendum
|
|
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
19
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
|
Ericsson
Part #
|
Description
|
NET
Price
|
Parameter
|
|
BSS
Premium Optional Software Features (may
be licensed to Customer individually at the applicable net price
set forth
below)
|
|
|
|
|
FAJ
122 081
|
Synchronized
Radio Networks
|
***
|
per
TRU
|
|
FAJ
122 082/1
|
Antenna
Hopping
|
***
|
per
TRU
|
|
FAJ
122 083/1
|
Inteference
Rejection Combining
|
***
|
per
TRU
|
|
FAJ
122 085
|
Multi
Band Cell
|
***
|
per
TRU
|
|
FAJ
121 353/1
|
AMR
Power Control
|
***
|
per
TRU
|
|
FAJ
121 355
|
Increased
SDCCH Capacity
|
***
|
per
TRU
|
|
FAJ
121 356
|
Self
Configuring Transcoder Pools
|
***
|
per
TRU
|
|
FAJ
121 358/1
|
AMR
Half Rate
|
***
|
per
TRU
|
|
FAJ
121 359
|
Network
Assisted Cell Change
|
***
|
per
TRU
|
|
FAJ
121 360
|
Streaming
|
***
|
per
64 kbps
|
|
FAJ
121 361/1
|
Dynamic
FR/HR Adaptation
|
***
|
per
TRU
|
|
FAJ
121 362/1
|
Call
Queuing - requiredd for WPS (Regulatory)
|
***
|
per
TRU
|
|
FAJ
121 375
|
GPRS/EGPRS
End-user Performance
|
***
|
per
TRU
|
|
FAJ
121 31/1
|
EDGE
SW including BTS EDGE SW and BSC EGPRS SW
|
***
|
per
TRU
|
|
FAJ
122 450/1
|
Flexible
Abis Feature per TRU
|
***
|
per
TRU
|
|
FAJ121589/1
|
ECGI
Support in BSC per tru
|
***
|
per
TRU
|
|
FAJ121588/1
|
ECGI
Support in BSC per tru
|
***
|
per
TRU
|
|
1/INF
902 1060/3
|
Flexible
Priority Handling of Packet Data Channels
|
***
|
64
kbps
|
|
1/INF
902 150/4
|
Real
Time Event Data
|
***
|
per
TRU
|
|
1/INF
902 153/1
|
BCCH
in Overlaid Subcell
|
***
|
per
TRU
|
|
1/INF
902 2260/5
|
Dynamic
MS Power Control
|
***
|
per
TRU
|
|
1/INF
902 2573/2
|
Multi
Layered HCS
|
***
|
per
TRU
|
|
1/INF
902 2854/2
|
RBS2000
Synchronisation
|
***
|
per
TRU
|
|
1/INF
902 2910/4
|
Dynamic
BTS Power control
|
***
|
per
TRU
|
|
1/INF
902 2083/2
|
Inteference
Rejection Combining (IRC)
|
***
|
per
TRU
|
|
1/INF
902 1055/3
|
Adaptive
Multi Rate (AMR)
|
***
|
per
TRU
|
|
1/INF
902 2583/3
|
Speech
Quality Supervision
|
***
|
per
TRU
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
20
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
3. GSM
MSC Software
|
Ericsson
Part #
|
Description
|
Net
Price
|
Parameter
|
|
Basic
Software
|
|
|
|
|
FAP
131 138
|
MSC
Basic R12 SW-
Comprised of the following software features:
|
***
|
per
SCC
|
|
FAJ
122 01/2
|
Basic
Traffic Control in MSC/VLR
|
||
|
FAJ
122 04/1
|
Roaming
in MSC/VLR
|
||
|
FAJ
122 06/1
|
Call
Routing
|
||
|
FAJ
122 07/1
|
IMSI
Attach/Detach
|
||
|
FAJ
122 08/2
|
Basic
Mobile Switching Services
|
||
|
FAJ
122 09/1
|
DTMF
Signalling
|
||
|
FAJ
122 17/6
|
Handover
in MSC/VLR
|
||
|
FAJ
122 18/4
|
Basic
Security Features in MSC/VLR
|
||
|
FAJ
122 24/3
|
Administration
of Data in MSC/VLR
|
||
|
FAJ
122 31/1
|
MS
Purging in MSC/VLR
|
||
|
FAJ
122 33/4
|
Performance
Management in MSC/VLR
|
||
|
FAJ
122 35/3
|
Handling
of Reset in MSC/VLR
|
||
|
FAJ
122 36/3
|
Tracing
|
||
|
FAJ
122 42/1
|
Activity
Supervision
|
|
|
|
FAJ
122 52/6
|
Base
Station System Application Part in MSC/VLR
|
||
|
FAJ
122 120/2
|
ANSI
ISUP
|
||
|
FAJ
122 131/1
|
Definition
of Geographical Locations
|
||
|
FAJ
122 132/1
|
Provision
of Location
|
||
|
FAJ
122 158/1
|
Load
Management
|
||
|
FAJ
122 159/2
|
Test
and Fault Management
|
||
|
FAJ
122 175/1
|
Analogue
Test Telephone
|
||
|
FAJ
122 188/1
|
GSM
phase 2 signalling for suplementary services
|
||
|
FAJ
122 222/3
|
Support
of Multiple Speech Coders
|
||
|
FAJ
122 295/1
|
Automatic
Lifeline Testing
|
||
|
FAJ
122 296/1
|
Automatic
Backup Handling
|
||
|
FAJ
122 328/1
|
MNC
Expansion
|
||
|
FAJ
122 341/1
|
Application
Modularity (AM) in AXE
|
||
|
FAJ
122 379/1
|
ISUP
Monitor
|
||
|
FAJ
122 479/1
|
7-Digit
Dialing
|
||
|
FAJ
122 598/3
|
Remote
Software Change
|
||
|
FAJ
122 623/1
|
Keeping
of VLR Data
|
||
|
FAJ
122 662/1
|
Duplication
of Recordable Phrases
|
||
|
FAJ
122 826/1
|
Back-Up
in Main Store
|
||
|
FAJ
122 880/1
|
TCP/IP
support in MSC
|
||
|
FAJ
122 897/1
|
AXE
Hardware Inventory
|
||
|
FAJ
122 919/1
|
Common
Channel Signalling System No. 7, ITU Type
|
||
|
FAJ
122 920/1
|
Common
Channel Signalling System No. 7, ANSI Type
|
||
|
FAJ
122 922/4
|
Mobile
Application Part (MAP)
|
||
|
FAJ
122 926/5
|
AXE
Hardware Supported by MSC/VLR
|
||
|
FAJ
122 948/1
|
Roaming
between GSM and WCDMA
|
||
|
FAJ
122 949/2
|
Media
Gateway Selection
|
||
|
FAJ
122 953/1
|
Datacom
Base
|
||
|
FAJ
122 957/2
|
Basic
Charging
|
||
|
FAJ
000 0000/1
|
Message
at Call Set-up
|
||
|
FAJ
122 1030/1
|
Support
for Automatic Correction Deployment
|
||
|
FAJ
122 1071/1
|
Equal
Access in MSC
|
||
|
FAJ
122 1073/1
|
Feature
Group B and D
|
||
|
FAJ
122 1076/1
|
Transmission
Maintenance of T1
|
||
|
FAJ
122 1086/1
|
SS7
Performance Management
|
||
|
FAJ
122 1087/1
|
R1
Signaling
|
||
|
FAJ
122 1132/2
|
Release
of sequential events (Forlopp)
|
||
|
FAJ
122 1150/1
|
Propagation
Delay Determinatio nProcedure in MTS
|
||
|
FAJ
122 1151/3
|
ETSI-ISUP
(ISUP 4.6)
|
||
|
FAP
131 137
|
MSC
Extended Basic R10 SW Package
|
|
|
|
FAJ
122 03/1
|
Transmission
Performance Supervision of T1 Trunks
|
||
|
FAJ
122 11/3
|
Call
Forwarding Services in MSC/VLR
|
||
|
FAJ
122 13/2
|
Call
Barring Services in MSC/VLR
|
||
|
FAJ
122 20/1
|
Accounting
|
||
|
FAJ
122 55/1
|
Announcement
on ringtone time out
|
||
|
FAJ
122 68/2
|
Fax
Service
|
||
|
FAJ
122 69/2
|
Call
Waiting and Call Hold
|
||
|
FAJ
122 90/1
|
Multi
Party Service
|
||
|
FAJ
122 91/2
|
Calling
Line Identification Services
|
||
|
FAJ
122 93/3
|
Operator
Determined Barring in MSC/VLR
|
||
|
FAJ
122 97/1
|
Announcement
at Disconnection (Post Answer)
|
||
|
FAJ
122 99/1
|
Routing
of Call from a Grey listed IMEI
|
||
|
FAJ
122 108/1
|
FTAM
|
||
|
FAJ
122 141/1
|
SS7
Supervision
|
||
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
21
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
|
Ericsson
Part #
|
Description
|
Net
Price
|
Parameter
|
|
MSC
Premium Software - Software CAP Features
|
|||
|
MSC
Premium Software Package -
Comprised of the following software features:
|
***
|
per
SCC
|
|
|
FAJ
122 15/4
|
Advice
of Charge in MSC/VLR
|
||
|
FAJ
122 63/1
|
National
Roaming
|
||
|
FAJ
122 66/5
|
Short
Message Services
|
||
|
FAJ
122 73
|
Single
Personal Number in MSC/VLR
|
||
|
FAJ
122 85/1
|
MAP
based interface MSC/VLR-EIR
|
||
|
FAJ
122 86/2
|
MAP
based interface MSC/VLR-SMS-C
|
||
|
FAJ
122 95/2
|
Dual
Numbering in MSC/VLR
|
||
|
FAJ
122 129
|
Geographical
Differentiated Charging
|
||
|
FAJ
122 130/1
|
Handling
of Half Rate
|
||
|
FAJ
122 138/1
|
Local
Subscription
|
||
|
FAJ
122 139/1
|
Regional
Subscription
|
||
|
FAJ
122 177
|
Unstructured
SS Data in MSC/VLR
|
||
|
FAJ
122 207
|
Support
of Multiple Frequency Bands in MSC/VLR
|
||
|
FAJ
122 329/1
|
Support
for Subscription Type Dependent Analysis
|
||
|
FAJ
122 339
|
HLR
Initiated Call Tear Down
|
||
|
FAJ
122 354/1
|
Linking
of Call Data Records in MSC and SSF
|
||
|
FAJ
122 448/1
|
Linking
of Call Data Records Inter - MSC
|
||
|
FAJ
122 460/1
|
Account
Codes in MSC/VLR
|
||
|
FAJ
122 468
|
Local
Number Portability
|
||
|
FAJ
122 469
|
Mobility
Related Triggers in MSC/VLR
|
||
|
FAJ
122 493
|
Call
in Progress Tone
|
||
|
FAJ
122 500/1
|
Geographic
Co-ordinates in MSC/VLR
|
||
|
FAJ
122 514/1
|
ANSI-/ITU
SCCP Overhead Converter
|
||
|
FAJ
122 525/2
|
FCC
E911 Service
|
||
|
FAJ
122 535/2
|
Event
Triggered Call Data Record
|
||
|
FAJ
122 568/4
|
Legal
Intercept in MSC/VLR
|
||
|
FAJ
122 587/1
|
IAS
Central Access Server
|
||
|
FAJ
122 611
|
Support
of GPRS Mobiles in Operation Mode Aor B
|
||
|
FAJ
122 619/1
|
eMLPP
|
||
|
FAJ
122 624/2
|
Support
of Mobile Traffic Recording
|
||
|
FAJ
122 861/1
|
Enhanced
Emergency Call Routing
|
||
|
FAJ
122 883
|
Flexible
Varable Phase handling for Announcement Services
|
||
|
FAJ
122 898/1
|
Mobile
Cross-Talk Control for Echo Cancellers
|
||
|
FAJ
122 899/2
|
Radio
Network Call Release Reason in CDR
|
||
|
FAJ
122 927/1
|
Gateway
Message Screening
|
||
|
FAJ
122 935/1
|
Internet
IWF
|
||
|
FAJ
122 954
|
High
Speed datacom Service
|
||
|
FAJ
122 984
|
Hot
Billing
|
||
|
FAJ
000 0000/1
|
SMS
Contents Based Charging
|
||
|
FAJ
122 1011/2
|
Positioning
|
||
|
FAJ
122 1016
|
Support
of Equivalent PLMN
|
||
|
FAJ
122 1021
|
Support
for Text Telephony (TTY)
|
||
|
FAJ
000 0000
|
Mobile
Subscriber Priority Level for Channel Allocation
|
||
|
FAJ
122 1131/1
|
Enhanced
IMEI check
|
||
|
FAJ
122 1155/4
|
Circuit
Pool Handling
|
||
|
FAJ
000 0000
|
Indication
of Mobile Tariff Area to Mobile Subscriber
|
||
|
FAJ
122 1159/1
|
Supervision
and disconnection of long duration cal
|
||
|
FAJ
121 301/1
|
CAMEL
Phase 3 Support (Added 2006)
|
||
|
FAJ
121 331/1
|
Optimal
Routing at Late Call Forwarding (Added 2006)
|
||
|
FAJ
121 396/1
|
Wireless
Priority Service - Initial Operating Capability (Added
2006)
|
||
|
FAJ
122 499/1
|
Extended
CAMEL Support (Added 2006)
|
||
|
FAJ
122 618/2
|
CAMEL
Phase 2 Support (Added 2006)
|
||
|
Ericsson
Part #
|
Description
|
Net
Price
|
Parameter
|
|
MSC
Premium Optional Software Features (may
be licensed to Customer individually at the applicable net price
set forth
below)
|
|
|
|
|
FAJ
121 58/1
|
Charging
Audit Function
|
***
|
per
SCC
|
|
FAJ
121 294/1
|
Signalling
over IP in MSC/VLR and MSC/MGw
|
***
|
per
SCC
|
|
FAJ
121 299/1
|
Network
Identity and Time Zone (XXXX)
|
***
|
per
SCC
|
|
FAJ
121 330/1
|
Explicit
Call Transfer (ECT)
|
***
|
per
SCC
|
|
FAJ
121 332/1
|
Global
Equal Access
|
***
|
per
SCC
|
|
FAJ
122 085
|
Multi-band
feature per contract
|
***
|
per
SCC
|
|
FAP
131 104
|
Basic
SSF package
|
***
|
per
MSC
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
22
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
4. SGSN
Software
|
Ericsson
Part #
|
Description
|
NET
Price
|
Parameter
|
|
New
Nodes
|
|
|
|
|
FAL
103 1608/21
|
SGSN
R6 (G) 5kPDP Capacity Upgrade SW License
|
***
|
5
kPDP
|
|
FAL
103 1608/24
|
SGSN
R6 Fixed SW Upgrade License Fee
|
***
|
Node
|
|
FAL
103 1621/1
|
CPI
for SGSN R6 on Extranet
|
***
|
Unit
|
|
FAJ
121 248/1
|
EDGE
support
|
***
|
5
kPDP
|
|
FAJ
121 249/2
|
Multiple
PLMN support
|
***
|
5
kPDP
|
|
FAJ
121 250/1
|
Combined
Procedures, Gs interface
|
***
|
5
kPDP
|
|
FAJ
121 251/1
|
Compression
on the Gb interface
|
***
|
5
kPDP
|
|
FAJ
121 338/2
|
Roaming
Restrictions
|
***
|
5
kPDP
|
|
FAJ
121 342/1
|
IPv6
support in GSN
|
***
|
5
kPDP
|
|
FAJ
121 344/2
|
Secondary
PDP context
|
***
|
5
kPDP
|
|
FAJ
121 37/3
|
Real-time
charging control using CAMEL
|
***
|
5
kPDP
|
|
FAJ
121 456/2
|
Selective
Equivalent PLMN (Optional)
|
***
|
5
kPDP
|
|
FAJ
121 545/2
|
Near
real-time provision of CDRs
|
***
|
5
kPDP
|
|
FAJ
121 565/1
|
Dual
Transfer Mode
|
***
|
5
kPDP
|
|
FAJ
121 790/1
|
Packet
Flow Control per PFC
|
***
|
PFC
|
|
FAJ
121 792/1
|
QoS
based on IMSI series
|
***
|
Piece
|
|
FAJ
121 793/1
|
Access
Aware Core Edge Support
|
***
|
Piece
|
|
FAJ
122 742/4
|
IPSec
for secure network traffic
|
***
|
5
kPDP
|
|
FAJ
122 743/5
|
Lawful
intercept
|
***
|
5
kPDP
|
|
25/FAJ
121 345/1
|
25kSAU
Detach of inactive Subscribers
|
***
|
25K
SAU
|
|
25/FAJ
121 350/1
|
25kSAU
Authentication of Stationary Subscribers
|
***
|
25K
SAU
|
|
25/FAJ
121 498/1
|
25kSAU
Gb over IP
|
***
|
25K
SAU
|
|
25/FAJ
121 645/1
|
25kSAU
Prioritize Payload Users
|
***
|
25K
SAU
|
|
25/FAJ
121 726/1
|
25kSAU
2G-3G Roaming Restriction
|
***
|
25K
SAU
|
|
00/XXX
000 000/0
|
00xXXX
XXXX Xxxx for GSM
|
***
|
25K
SAU
|
|
25/FAJ
121 789/1
|
25kSAU
Dual Access
|
***
|
25K
SAU
|
|
25/FAJ
121 794/1
|
25kSAU
IMEI Check Gf Interface
|
***
|
25K
SAU
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
23
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
5. GSM
BSC Hardware
|
Ericsson
Part #
|
Description
|
NET
Price
|
Parameter
|
|
New
Nodes
|
|
|
|
|
FAM
105 412/6
|
BSC/TRC
450 with APG40C
|
***
|
per
Node
|
|
FAM
105 412/1
|
Remote
BSC 450C, R10
|
***
|
per
Node
|
|
Expansions
|
|
|
|
|
Expansion
from BSC/TRC 450 to 700
|
***
|
per
Node
|
|
|
Other
Hardware
|
|
|
|
|
FAH
107 345/1
|
BSC
R10 , 768 TRA Channels ( 4 TRA R6 )
|
***
|
per
unit
|
|
XXX
000 000/0
|
XXX
X00 , 00 X0 (XX000, 1+ 1red., ANSI )
|
***
|
per
unit
|
|
FAH
107 243/10
|
ET4-1,
2 system
|
***
|
per
xxxx
|
|
0/XXX000000/000
|
XXXXXXXX
XXX/XXX (0X)
|
***
|
per
unit
|
|
1/BFZ102111/2
|
DELIVERY
SET/RPG3 (8) EXPANSION SUBRACK
|
***
|
per
unit
|
|
BAY111501/4
|
INSTALLATION
KIT/BACK COVER,DOOR SINGLE
|
***
|
per
unit
|
|
BFZ102101/82
|
SWITCHING
EQPT/1X8RPG3 CABINET (AXE810)
|
***
|
per
unit
|
|
BGB95131/30
|
FUSE
UNIT/30A(NFS812)/30MOHM
|
***
|
per
unit
|
|
NTM/BFZ102102/9
|
CABLE
SET/BSC GEM 03 (IN THE GEM CABINET
|
***
|
per
unit
|
|
NTM1970348/1
|
SET
OF MATERIALS/BSC 1120, ISL CABLE MAI
|
***
|
per
unit
|
|
NTM1970351/1
|
SET
OF MATERIALS/CABLE KIT EXP T1/E1 NON
|
***
|
per
unit
|
|
NTM1970388/1
|
SET
OF MATERIALS/BSC 1120 SITE INSTALLAT
|
***
|
per
unit
|
|
NTM1970395/1
|
SET
OF MATERIALS/BSC 1120 T1 SURGE PROTE
|
***
|
per
unit
|
|
NTM1970479/1
|
SET
OF MATERIALS/BSC 1120-EXP CABINET
|
***
|
per
unit
|
|
NTM1970559/32
|
SET
OF MATERIALS/C-RAN P3.2 CPI CD-ROM
|
***
|
per
unit
|
|
NTM1970650/2
|
SET
OF MATERIALS/BSC 1120 OVRHD CABLE TR
|
***
|
per
unit
|
|
ROY101118/1
|
PRINTED
BOARD SET/EXPANSION KIT: CSPB BO
|
***
|
per
unit
|
|
ROY101119/1
|
PRINTED
BOARD SET/EXPANSION KIT: RPG3 BO
|
***
|
per
unit
|
|
ROY101120/1
|
PRINTED
BOARD SET/EXPANSION KIT: ET155-1
|
***
|
per
unit
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
24
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
6. GSM
MSC Hardware
|
Ericsson
Part #
|
Description
|
NET
Price
|
Parameter
|
|
New
Nodes
|
|
|
|
|
FAM
105 000/0
|
Xxxxx
0, 000 XXX x/ XXX00 (XXX Ver. 4.1 336:3072 R10)
|
***
|
per
Node
|
|
FAM
105 416/1
|
Mini
GTP Ver.2.0, 84:512 R10
|
***
|
per
Node
|
|
FAM
105 416/2
|
Mini
GTP Ver.2.0, 168 R10
|
***
|
per
Node
|
|
***
|
|||
|
Model
1 $ per 84 T1s
|
Commercial
Solution for Model 1
|
***
|
|
|
Expansions
|
|
|
|
|
TBD
|
Expansion
from 336 to 504 T1
|
***
|
per
Node
|
|
FAM
105 416/3
|
Expansion
from 84 to 168 T1
|
***
|
per
Node
|
|
Additional
Hardware needed for Multiplexing T1's to OC3
|
|
||
|
FAH
107 243/10
|
ET4-1,
2 systems T1 protected
|
***
|
per
unit
|
|
Other
Hardware
|
|
|
|
|
FAH
107 243/11
|
ET4-1,
4 system
|
***
|
per
unit
|
|
FAH
107 243/*
|
Upgrade
ET4-1, 4 to 6 system
|
***
|
per
unit
|
|
FAH
107 207/1
|
SS7
interface card
|
***
|
per
64 SS7
|
|
FAH
107 190/2
|
512
ECP Channels
|
***
|
per
unit
|
|
1/BFZ102111/21
|
DELIVERY
SET/GEM 8C, 2 EXPANSION SUBRACK
|
***
|
per
unit
|
|
17/BYB501/1
|
EQ
MOUNT SET FOR SINGLE CAB (400MM) C FL
|
***
|
per
unit
|
|
BAY111501/4
|
BACK
COVER - DOOR - Single Cabinet
|
***
|
per
unit
|
|
BFZ102102/216
|
Switching
Equipment 2GEM4D+4E+8C
|
***
|
per
unit
|
|
NTM/BFZ102102/1
|
DELIVERY
SET/HIGHWAY CABLE SET (STANDARD
|
***
|
per
unit
|
|
ROY101118/1
|
PRINTED
BOARD SET/EXPANSION KIT: CSPB BO
|
***
|
per
unit
|
|
ROY101120/1
|
PRINTED
BOARD SET/EXPANSION KIT: ET155-1
|
***
|
per
unit
|
|
TFL281324
|
Halogenfree,
2x6, 600v, 90c, ul
|
***
|
per
unit
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
25
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
7. GSM
BTS Hardware
|
Ericsson
Part #
|
Description
|
NET
Price
|
|
GSM
1900 RBS 2206 (Indoor)
|
|
|
|
FAB
620 869
|
RBS
2206, GSM 1900, CDU-G, Max Range, Up to 1+1+2, excl dTRU
|
***
|
|
XXX
000 0000/0
|
xXXX
0000 XXx XXXX 0,0,0
|
***
|
|
NTM
202 1050/01
|
TMA
support 3 sector, TMA-CM & 3 Bias-T injector kit
|
***
|
|
KRY
112 71/2
|
ddTMA
1900 FB with LNA by-pass
|
***
|
|
GSM
1900 RBS 2106 (Outdoor)
|
|
|
|
FAB
620 877
|
RBS
2106, GSM 1900, CDU-G, Max Range, Up to 1+1+2, excl dTRU
|
***
|
|
XXX
000 0000/0
|
xXXX
0000 XXx XXXX 0,0,0
|
***
|
|
NTM
202 1050/01
|
TMA
support 3 sector, TMA-CM & 3 Bias-T injector kit
|
***
|
|
KRY
112 71/2
|
ddTMA
1900 FB with LNA by-pass
|
***
|
|
NCD
300 16/01
|
Alarm
Panel RBS 2106 (16 Alarm)
|
***
|
|
NCD
300 12/01
|
OVP-PCM
module kit
|
***
|
|
RPM
513 1839/01600
|
RBS
2106 120 ohm connection cable
|
***
|
|
702/BYB
41 501/08
|
Base
Frame
|
***
|
|
NTM
101 804/1
|
Grounding
kit
|
***
|
|
BKC
901 06/010
|
Battery
Kit (100 Ah) Low Height
|
***
|
|
SXK
107 2465/1
|
Lock
handle
|
***
|
|
SMB
102 10/1
|
Lock/Key
(cabinet)
|
***
|
|
RPM
628 180/3
|
USA
Power Outlet type
|
***
|
|
GSM
1900 RBS 2308 (Micro) - Pole Mounted
|
|
|
|
FAB
620 7004/01
|
RBS
2308, 4 TRX for external antenna
|
***
|
|
NTM
192 08/2
|
Pole/Mast
Fixture (RBS and PBC)
|
***
|
|
RPM
518 976/1
|
Extended
OMT cable, 50 m
|
***
|
|
RPM
518 974/2
|
Transmission
cable TNC(f) 75 W
|
***
|
|
Other
Hardware
|
|
|
|
11/SNGU6011040/410
|
CABLE
LUG/CABLE LUG,4/0 AWG,1 HOLE 3/8",
|
***
|
|
12/BKC8700200/89EF
|
BBS
Battery 4x6V, 200Ah
|
***
|
|
21/SNGU6011040/424
|
CABLE
LUG/CABLE LUG,4/0 AWG,2 HOLE 3/8",
|
***
|
|
24/BKC8610013/004
|
BATTERY/
|
***
|
|
701/BYB41501
|
INTERFACE
UNIT/INSTALLATION INTERFACE
|
***
|
|
702/BYB
41 501/08
|
Base
Frame
|
***
|
|
BFL
119 153/1
|
Auto-tune
combiner
|
***
|
|
BFL119155/1
|
COMBINER
XXXX/XXX-X 000 XXX
|
***
|
|
BKC
901 06/009
|
Battery
kit 100A RBS2106
|
***
|
|
BKV301483/1
|
FAN
UNIT/FAN UNIT-01
|
***
|
|
BKY90113/2
|
ACCESSORIES/ACCESSORY
KIT FOR 200AH
|
***
|
|
BMK508006/1
|
BATTERY
RACK/BBS2000,1XBFU21
|
***
|
|
BMK90541/2
|
CABINET/PBC-MU2
|
***
|
|
BMK90542/2
|
BATTERY
CABINET/PBC-BU2
|
***
|
|
BML
231 202/1
|
Power
Supply Unit (PSU)
|
***
|
|
BMY
201 237/9
|
RBS2000
Battery connection cable kit
|
***
|
|
BMY201237/12
|
MOUNTING
SET/SEISMIC. SHOCK PROT.
|
***
|
|
BMY201237/12
|
Seismic
shock protection kit BBU2206
|
***
|
|
BMY201237/9
|
MOUNTING
SET/CABLE 95KVMM/20M
|
***
|
|
BOE60214/1
|
FUNCTIONAL
UNIT/GSM DXU-21
|
***
|
|
BOE60215/2
|
FUNCTIONAL
XXXX/XXX-00
|
***
|
|
XXX00000/0
|
XXXXXXXXXX
XXXX/XXX X0/X0-00
|
***
|
|
FAB
102 863/4
|
Diplexers
|
***
|
|
FAB
620 382
|
RC
2206(3X2)CDUGu 1900 cabinet, excl dTRU
|
***
|
|
FAB
620 383
|
RC
2206(1X4)CDUGc,GSM 1900 cabinet, excl dTRU
|
***
|
|
FAB
620 388
|
RC
2206(3X4)CDUGc,GSM 1900 cabinet, excl dTRU
|
***
|
|
FAB
620 470
|
CDU-G,
un-combined TX/RX cable kit, Bias-Injector kit
|
***
|
|
FAB
620 475
|
Combined
TX/RX cable kit
|
***
|
|
FAB
620 7001/090
|
RBS
2401 cabinet
|
***
|
|
FAB
620 7004/01
|
RBS
2308, 4 TRX for external antenna
|
***
|
|
FAB
620 842
|
RC
2106(3X2)CDUGu 1900 cabinet, excl dTRU
|
***
|
|
FAB
620 843
|
RC
2106(1X4)CDUGc,GSM 1900 cabinet, excl dTRU
|
***
|
|
FAB
620 848
|
RC
2106(3X4)CDUGc,GSM 1900 cabinet, excl dTRU
|
***
|
|
FAB
620 869
|
RC
2206,CDUGu,1+1+2, 1900 cabinet, excl dTRU
|
***
|
|
FAB
620 877
|
RC
2106,CDUGu,1+1+2,1900 cabinet, excl dTRU
|
***
|
|
FAB6201187/002
|
EQUIP.
RADIO CABINET/GU 2X2 8 T1 2106I
|
***
|
|
FAB6201191/001
|
EQUIP.
XXXXX XXXXXXX/XX 0X0 00 X0 0000X
|
***
|
|
FAB6201191/002
|
2106
800Gu/3x2
|
***
|
|
FAB6201193/002
|
EQUIP.
RADIO CABINET/GC 1X12 8 T1 2106I
|
***
|
|
FAB620381/001
|
2206
1900Gu/2x2/+24VDC, uncombined
|
***
|
|
FAB620382/002
|
2206
1900Gu/3x2/+24VDC, uncombined
|
***
|
|
XXX000000/001
|
2206
1900Gc/1x12/+24V, combined
|
***
|
|
FAB620389/001
|
2206
800Gu/1x2/+24V, uncombined
|
***
|
|
FAB620391/002
|
2206
800Gu/3x2/230-120V, uncombined
|
***
|
|
FAB620394/001
|
2206
800Gc/1x12/+24V, combined
|
***
|
|
FAB620394/002
|
2206
800Gc/1x12/230-120V, combined
|
***
|
|
FAB620471/1
|
COMBINER
UNIT/EXP.CDU-G XXXXXX.XX TMA 8
|
***
|
|
FAB620474/1
|
COMBINER
UNIT/EXP.CDU-G XXXXXX.XX TMA 8
|
***
|
|
FAB620566/03
|
EDGE
dTRU 1900 MHz 2x2 (qty 2 dTRUs)
|
***
|
|
XXX000000/09
|
EDGE
dTRU 1900 MHz 3x2 (qty 3 dTRUs)
|
***
|
|
FAB620570/01
|
EDGE
dTRU 1900 MHz 1x12 (qty 6 dTRUs)
|
***
|
|
FAB620572/01
|
EDGE
dTRU 800 MHz 1x2 (qty 1 dTRUs)
|
***
|
|
FAB620573/03
|
TRANSCEIVER/(1,1)
|
***
|
|
FAB620574/01
|
TRANSCEIVER/(3)
|
***
|
|
FAB620574/09
|
EDGE
dTRU 800 MHz 3x2 (qty 3 dTRU)
|
***
|
|
FAB620577/01
|
EDGE
dTRU 800 MHz 1x12 (qty 6 dTRU)
|
***
|
|
FAB6207020/02
|
XXX0000-0000
Xxxx xxx ant TMA-sup ready
|
***
|
|
FAB6207021/02
|
RBS2109-1900
Exten ext ant TMA-sup ready
|
***
|
|
FAB6207022/01
|
RADIO
STATION/RBS2109 GSM 800 MASTER
|
***
|
|
XXX
000 0000/0
|
Xxxxxxxxxx
0000 XXx xXXX
|
***
|
|
KRC1311005/2
|
TRANSCEIVER/DTRU
000 XXX XXXX
|
***
|
|
KRC161028/1
|
TRANSCEIVER/RRU-H8
|
***
|
|
KRF20189/2
|
XXXX
000-000 XXx
|
***
|
|
KRY
101 1856/1
|
RX
multicoupler
|
***
|
|
KRY
112 71/1
|
TMA
GSM 1900 - Without Bypass Functionaliy
|
***
|
|
KRY
112 71/2
|
TMA
GSM 1900 - With Bypass Functionaliy
|
***
|
|
KRY
112 81/1
|
TMA
GSM 800 - Without Bypass Functionaliy
|
***
|
|
KRY
112 81/2
|
TMA
GSM 800 - With Bypass Functionaliy
|
***
|
|
KRY11254/1
|
ANTENNA
ACCESSORIES/ASU
|
***
|
|
XXX00000/0
|
XXXXXXXXX/XXXXX
XX XXX XXX 0000 XXXXXX
|
***
|
|
KRY11281/2
|
ddTMA
GSM800 with By-Pass
|
***
|
|
NBA101025/21
|
Distribution
Frame Unit 7m (DF/OVP/PCM)
|
***
|
|
NCD
300 12/02
|
OVP-PCM
Module kit (75 Ohm)
|
***
|
|
NCD
300 16/01
|
Alarm
Panel
|
***
|
|
NCD90126/11
|
OVERVOLTAGE
ARRESTER/OVP-PCM-MODULE KIT
|
***
|
|
NCD90126/13
|
OVERVOLTAGE
ARRESTER/OVP-ALM1, EXTERNAL
|
***
|
|
NTM
101 804/2
|
Grounding
Kit GBF
|
***
|
|
NTM
101 902/1
|
Intrusion
protection screws and bits tool
|
***
|
|
NTM
201 207/1
|
Label
Set for GSM feeders
|
***
|
|
NTM
201 2977/2
|
Anchor
Kit GBF
|
***
|
|
NTM
201 3093/1
|
TG-Synch
Support Internal
|
***
|
|
NTM
202 1047/01
|
ASU-support
kit, ASU & ASU cabinet internal cable-kit
|
***
|
|
NTM
202 1048/01
|
TMA
Support 1 Xxxxxx (0 Xxxxxxxx)
|
***
|
|
NTM
202 1049/01
|
TMA
Support 2 Sectors (4 Antennas)
|
***
|
|
NTM
202 1050/01
|
TMA
Support Kit 1 sector
|
***
|
|
NTM
202 1051/01
|
ASU
Support kit RBS2106
|
***
|
|
NTM1010587/1
|
MOUNTING
SET/PBC-02, PBC-BU SINGLE MOUNT
|
***
|
|
NTM101804/2
|
SET
OF MATERIALS/GROUNDING KIT 35MM2
|
***
|
|
NTM101902/1
|
SET
OF MATERIALS/INTRUSION PROTECTION SC
|
***
|
|
NTM19208/3
|
MOUNTING
SET/POLE BRACKET SET
|
***
|
|
NTM19243/1
|
MOUNTING
SET/MATERIAL SET WALL BRACKET
|
***
|
|
NTM1970160/1
|
SET
OF MATERIALS/PBA,CAM,128CE,RBS
|
***
|
|
NTM1970195/1
|
SET
OF MATERIALS/RBS, RX DOWNCONVERTER,
|
***
|
|
NTM1970534/1
|
SET
OF MATERIALS/RBS, MTX UPCONVERTER, 8
|
***
|
|
NTM1970720/1
|
SET
OF MATERIALS/RBS, PBA, CAM, 64CE
|
***
|
|
NTM2011285/1
|
Lifting
eye set
|
***
|
|
NTM2011285/1
|
Lifting
eye set
|
***
|
|
NTM201207/1
|
Label
Set for feeders
|
***
|
|
NTM2012685/01
|
Grounding
kit RBS 220x, BBS
|
***
|
|
NTM2012977/1
|
Concrete
Anchor Kit RBS2206
|
***
|
|
NTM2012977/2
|
SET
OF MATERIALS/EXPANDERBOLTS,M12X90MM
|
***
|
|
NTM2012983/1
|
CABLE
SET/CDU-G COMBINED
|
***
|
|
NTM2013072/2
|
SET
OF MATERIALS/ESB/CABLE 7,020M RBS 2
|
***
|
|
NTM2013093/1
|
SET
OF MATERIALS/TG SYNC SUPPORT RBS2106
|
***
|
|
NTM2013146/1
|
PCM
Label Set RBS2X06
|
***
|
|
NTM2021047/01
|
SET
OF MATERIALS/ASU-SUPPORT RBS2206
|
***
|
|
NTM2021048/01
|
SET
OF MATERIALS/(B),BIAS INJECTOR KIT/S
|
***
|
|
NTM2021049/01
|
TMA
Support Kit 2 sector
|
***
|
|
NTM2021050/01
|
TMA
Support Kit 3 sector
|
***
|
|
NTM2021050/01
|
TMA
Support Kit 3 sector
|
***
|
|
NTM2021050/01
|
SET
OF MATERIALS/(B,B,B),BIAS INJECTOR K
|
***
|
|
NTM2021050/01
|
TMA
Support Kit 3 sector
|
***
|
|
NTM2021051/01
|
SET
OF MATERIALS/ASU-SUPPORT RBS2106
|
***
|
|
NTM20268/29
|
SET
OF MATERIALS/TMA-CM KIT FOR RBS 2109
|
***
|
|
NTMU20128/1
|
KIT/KIT,
SPLIT B SECTOR DIVERSITY
|
***
|
|
NTZ111111
|
SPARE
PARTS SET/4 PCS OF OVP BOARDS
|
***
|
|
NTZ112515/2
|
SPARE
PARTS SET/SUNSHIELD
|
***
|
|
NTZ112516/1
|
SPARE
PARTS SET/PIB;POWER INTERFACE BOAR
|
***
|
|
NTZ112517/1
|
SPARE
PARTS SET/IFB;INTERFACE BOARD
|
***
|
|
RNV9912007/1
|
STRAPPING
PLUG/STRAPPING PLUG, RBS 2107
|
***
|
|
RPM
113 7593/15000
|
PCM
RJ45/15Pin connection cable
|
***
|
|
RPM
513 1104/12420
|
TG-Synch
External Cable
|
***
|
|
RPM
513 1839/01600
|
Internal
PCM Cable
|
***
|
|
RPM
628 180/3
|
USA
Power Outlet type
|
***
|
|
RPM1137593/15000
|
CONNECTION
CABLE/CABLE-RBS TO ADC SONEP
|
***
|
|
RPM1137593/15000
|
PCM
RJ45/15Pin Conn Cable
|
***
|
|
RPM119342/4
|
CABLE
WITH CONNECTOR/RBS JUMPER N(M)-7/1
|
***
|
|
RPM119395/1
|
CABLE
WITH CONNECTOR/OMT CABLE 20 M RBS
|
***
|
|
RPM119511/2
|
CABLE
WITH CONNECTOR/Y CABLE MASTER 0,5
|
***
|
|
RPM119925/1
|
CABLE
WITH CONNECTOR/CABLE EBB TO IXU
|
***
|
|
RPM119958/5000
|
POWER
CABLE/DC-CABLE 5,0 M
|
***
|
|
RPM5131104/07020
|
CABLE/SIGNAL
ESB/CAB
|
***
|
|
RPM5131782/00310
|
COAXIAL
CABLE/COAXIAL CABLE RBS2206
|
***
|
|
RPM5131893/00210
|
COAXIAL
CABLE/QMA CDU-TRU/RXA RBS2206
|
***
|
|
RPM5131893/00230
|
COAXIAL
CABLE/QMA CDU-TRU/RXA RBS2206
|
***
|
|
RPM5131893/00390
|
COAXIAL
CABLE/QMA CDU-TRU/RXA RBS2206
|
***
|
|
RPM5132186/00200
|
CABLE
WITH CONNECTOR/EXT ALARM/CONN.FIEL
|
***
|
|
RPM5132190/01600
|
CABLE
WITH CONNECTOR/DXU/CONN.FIELD
|
***
|
|
RPM5132193/01700
|
CABLE
WITH CONNECTOR/ESB/CONN.FIELD, RBS
|
***
|
|
RPM513904/02160
|
CABLE/SIGNAL
ESB
|
***
|
|
RPM628180/3
|
CONNECTION
CABLE/A3CU, US
|
***
|
|
RPT403805/01
|
CONNECTOR/D-SUB
STRAPPING PLUG 90 OHM
|
***
|
|
SAR201080/03
|
LIFTING
EYE BOLT/LIFTIG EYE BOLT LT M8 S
|
***
|
|
SAR201100/03
|
Lifting
eye RBS 2206
|
***
|
|
SDF10548/1
|
COVER/PROTECTION
COVER FAN UNIT
|
***
|
|
SEB1121133/3
|
FRAME/MBU-01
|
***
|
|
SMB10210/1
|
LOCK/LOCK/KEY,
CABINET
|
***
|
|
SXK
107 2465/1
|
Lock
Handle
|
***
|
|
TPM1010023/10M
|
CABLE/TFL3016003/4
10M SPO
|
***
|
|
TSR26323
/ 900
|
Power
cable BFU21-1MU/2x6
|
***
|
|
TSR95170/2
|
½"
jumper(superflex),2m, 7/16(m)- 7/16(m
|
***
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
26
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
8. TEMS
|
Ericsson
Part #
|
Description
|
NET
Price
|
|
TEMS
Investigation
|
|
|
|
FAB
801 5873
|
TEMS
investigation 7.1 GSM Base Package
|
***
|
|
FAB
801 5872
|
TEMS
investigation 7.1 UMTS Base Package
|
***
|
|
FAB
801 5884
|
Sony
Ericsson W600i
|
***
|
|
FAB
801 4913
|
Nokia
6230 US
|
***
|
|
FAB
801 5886
|
Qualcomm
License Option B
|
***
|
|
FAB
801 5889
|
Nokia
License Option A
|
***
|
|
FAB
801 5890
|
Motorola
License Option A
|
***
|
|
FAB
801 6096
|
PCTEL
License Option
|
***
|
|
FAB
801 1238
|
Garmin
GPS 35 PC, GPS Kit
|
***
|
|
FAB
801 1253
|
USB-to-RS232
Serial Converter, HUB 4 Ports
|
***
|
|
FAB
801 1254
|
USB-to-RS232
Serial Converter, HUB 8 Ports
|
***
|
|
FAB
801 5770
|
OEM
USB GPS Kit
|
***
|
|
KRY
901 053
|
7
Port USB Hub
|
***
|
|
KRY
901 033
|
2
Port USB Hub Cable
|
***
|
|
TEMS
DriveTester
|
|
|
|
FAB
801 6199
|
TEMS
DriveTester CDMA 4.x Base Package
|
***
|
|
XXX
000 000
|
XXXX
Xxxxxxx XX00 Phone
|
***
|
|
RPM
000 0000
|
SE44
Interface Cable
|
***
|
|
FAB
801 4991
|
TEMS
DriveTester GSM/GPRS 2.x with T610, Short Stand
|
***
|
|
FAB
801 4992
|
TEMS
DriveTester GSM/GPRS 2.x with T616, Short Stand
|
***
|
|
FAB
801 4993
|
TEMS
DriveTester GSM/GPRS 2.x with T618, Short Stand
|
***
|
|
FAB
801 5005
|
TEMS
DriveTester 2.x T610 Phone Kit
|
***
|
|
FAB
000 0000
|
TEMS
DriveTester 2.x T616 Phone Kit
|
***
|
|
FAB
000 0000
|
TEMS
DriveTester 2.x T618 Phone Kit
|
***
|
|
FAB
000 0000
|
TEMS
DriveTester Annual Support
|
***
|
|
LZU
102 684
|
TEMS
DriveTester Training (1 Day, plus expenses)
|
***
|
|
TEMS
DeskCAT
|
|
|
|
FAB
801 2997
|
TEMS
DeskCAT 5.1 (Single User License)
|
***
|
|
FAB
801 2998
|
TEMS
DeskCAT 5.1 (Site License)
|
***
|
|
FAB
801 2999
|
TEMS
DeskCAT 5.1 (Corporate License)
|
***
|
|
LZU
102 513
|
Training,
TEMS DeskCAT (2 days, plus expenses)
|
***
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
27
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
9. CALEA
|
Product
Number
|
Description
|
Parameter
|
NET
Price
|
|
Hardware
|
|
|
|
|
SG-2100-02-01-10
|
Call
Data Delivery Function (CDDF) hardware - Hi Availability - 1 per
15
MSC
|
per
small system
|
***
|
|
SG-3101-02-01-10
|
Global
System Admin (GSA) Hardware - UNIX Hi Availability - 1 per
network
|
per
small system
|
***
|
|
00-000-0000
|
Rack
Assembly (Includes Router/Hub/cables/IP)
|
per
small system
|
***
|
|
MFM
- 1 Per Network (Optional)
|
|
***
|
|
|
SG-4000-02-01-10
|
Maintenance
and Fault Monitoring Hardware, Basic
|
per
unit
|
***
|
|
Spares
|
|
|
***
|
|
SG-2100-03-01-10
|
Spare,
CDDF, High Availability
|
per
xxxx
|
***
|
|
XX-0000-00-00-00
|
Xxxxx,
XXX, High Availability
|
per
unit
|
***
|
|
Software
|
|
|
***
|
|
Ericsson
LI feature
|
|
|
***
|
|
FAJ122568/4
|
GSM
MSC R9.1 Lawful Intercept feature
|
included
in SW CAP
|
***
|
|
CDDF
- 1 per 15 MSCs
|
|
|
|
|
SG-2000-02-01-20
|
CDDF
Software - 200 CDCs (MSC support)
|
per
small system
|
***
|
|
SG-2000-02-01-60
|
CDDF
Software - (HLR support)
|
per
small system
|
***
|
|
SG-2000-02-01-23
|
CALEA
Punch List Software Upgrade
|
per
small system
|
***
|
|
SG-2000-02-01-30
|
Toggle
for Dial Digit Extraction/Location Information in CDDF &
GSA
|
per
small system
|
***
|
|
GSA
- 1 Per Network - GSM only
|
|
|
|
|
SG-3000-02-01-21
|
GSA
1 Software No. of Targets/taps 150
|
per
small system
|
***
|
|
SG-3000-02-01-60
|
GSA
Software for HLR Support
|
per
small system
|
***
|
|
MFM
- 1 Per Network (Optional) - GSM only
|
|
|
|
|
SG-4000-02-01-20
|
MFM
Software including Single SIS platform
|
per
small system
|
***
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
28
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
10. GSM
Spares
|
Ericsson
Part #
|
Description
|
Kit
Quantity
|
NET
Price
|
|
MSC-GSM
SPARES
|
AXE810
MSC Spares Kit
|
|
***
|
|
NTZ
111 64/1
|
APZ
212 30/1 Common Kit
|
1
|
***
|
|
NTZ
111 109/1
|
APZ
212 33 Kit IPN Adapted - Not fitted
|
1
|
***
|
|
NTZ
111 53/6
|
Common
Kit
|
1
|
***
|
|
NTZ
111 53/7
|
GB
Kit
|
1
|
***
|
|
NTZ
111 57/10
|
MSC
Misc.Kit ANSI
|
1
|
***
|
|
BFD
509 08/3
|
Fan
Xxxx
|
0
|
***
|
|
BFD
509 08/4
|
Fan
Unit (GEM)
|
1
|
***
|
|
ROJ
207 030/2
|
RP
Bus Board Serial
|
1
|
***
|
|
ROJ
204 16/5
|
RPP(DTI2)
Board
|
1
|
***
|
|
ROJ
204 43/2
|
RPG3
Board
|
1
|
***
|
|
ROJ
204 06/1
|
DLHB
Board
|
1
|
***
|
|
ROJ
204 507/1
|
RP4-H
Board
|
1
|
***
|
|
ROJ
208 306/1
|
ET155
Board
|
1
|
***
|
|
BSC-GSM
SPARES
|
AXE810
BSC/TRC Spares Kit
|
|
***
|
|
NTZ
111 64/1
|
APZ
212 30/33 Common Kit
|
1
|
***
|
|
NTZ
000 00/0
|
XXX,
XXX 000 00, 00 XXx
|
0
|
***
|
|
NTZ
111 53/6
|
Common
Kit
|
1
|
***
|
|
NTZ
111 53/7
|
GB
Kit
|
1
|
***
|
|
BFD
509 08/3
|
Fan
Xxxx
|
0
|
***
|
|
BFD
509 08/4
|
Fan
Unit (GEM)
|
1
|
***
|
|
ROJ
207 030/2
|
RP
Bus Board Serial
|
1
|
***
|
|
ROJ
204 43/2
|
RPG3
Board
|
1
|
***
|
|
ROJ
204 06/1
|
DLHB
Board
|
1
|
***
|
|
ROJ
204 507/1
|
RP4-H
Board
|
1
|
***
|
|
ROJ
208 306/1
|
ET155
Board
|
1
|
***
|
|
NTZ
111 58/3
|
PCU
Kit
|
1
|
***
|
|
2206SPARES-1900
|
BTS
2206 Spare Kit, 1900 MHz (1 Kit per 100 dTRU's)
|
|
***
|
|
BML
231 202/1
|
PSU:Power
supply unit, (PSU230 1000W +24VDC FC Opto, /2106, /2206)
|
1
|
***
|
|
BOE
602 14/1
|
Functional
Unit, DXU-21, (for /2106, /2206)
|
1
|
***
|
|
KRY
101 1856/1
|
Unit,
CXU 900/1800/1900 MHz, ( for RBS 2106, /2206)
|
1
|
***
|
|
BFL
119 153/1
|
CDU-G
1900MHz,Combiner Unit, (for /2106, /2206)
|
1
|
***
|
|
XXX
000 0000/0
|
Transceiver
1900MHz (EDGE dTRU)
|
2
|
***
|
|
KRY
112 54/1
|
Unit,
ASU, ( for RBS 2106, /2206)
|
1
|
***
|
|
KRY
112 71/2
|
ddTMA
1900 FB with LNA by-pass:
|
2
|
***
|
|
BFL
119 406/1
|
Subrack,
(Subrack CDU-G/F repair code "A" + critical "1" =>C.S. RBS 2106,
/2206)
|
1
|
***
|
|
BGM
136 1001/2
|
Printed
Board assembly., (FCU 4 Fan RBS 2106, /2206)
|
1
|
***
|
|
BKV
301 216/77
|
Fan
Unit, (Diagonal, dia. 171,5*51 24VDC, for RBS 2106, /2206)
|
1
|
***
|
|
BMG
980 06/1
|
IDM:Distribution
Unit, (IDM Panel for RBS 2106, /2206)
|
1
|
***
|
|
BMG
980 07/1
|
ACCU,
(repair code "A" + critical "1" =>C.S. for RBS2206)
|
1
|
***
|
|
BMG
980 07/2
|
DCCU,
(repair code "A" + critical "1" =>C.S. for RBS2206)
|
1
|
***
|
|
KDR
109 61/964
|
Microcircuit,
(Flash ATA 64,2M 5,5V 3,3V I, for RBS 2106, /2206)
|
1
|
***
|
|
KFE
101 1145/1
|
Filter
Unit, (repair code "A" + critical "1" =>C.S. VDC Filter
/2206)
|
1
|
***
|
|
KRY
101 1873/1
|
TMA-CM
Kit (Incl. Front TMA-CM 01, Optional for/2106, /2206)
|
1
|
***
|
|
KTY
901 05/1
|
Accessories,
repair code "A" + critical "1" =>C.S. Transmission Adapter for /2106,
/2206)
|
1
|
***
|
|
NFD
496 23/1
|
Over
voltage arrester (DF-OVP, 18V # for RBS 2106, /2206)
|
1
|
***
|
|
NCD
300 16/01
|
Alarm
Panel RBS 2106 (16 Alarm)
|
1
|
***
|
|
ROA
219 5313/1
|
Printed
Board assembly., (TRU Backplane RBS 2106, /2206)
|
1
|
***
|
|
ROA
219 5314/1
|
Printed
Board assembly., (DXU Backplane only for RBS 2206)
|
1
|
***
|
|
RPM
513 1110/01700
|
Connection
cable, (repair code "A" + critical "1" =>X.X. Xxxx.cable +24V,
RBS2206)
|
1
|
***
|
|
RPM
513 1116/02500
|
Signaling
cable, (repair code "A" + critical "1" =>C.S. LED-cable GSM syst,
RBS2206)
|
1
|
***
|
|
RPM
513 1138/01700
|
Connection
cable, (repair code "A" + critical "1" =>X.X. Xxxx.cable +24V,
RBS2206)
|
1
|
***
|
|
RPM
513 1409/02500
|
Optical
fiber cable, (repair code "A" + critical "1" =>C.S. for
/2206)
|
1
|
***
|
|
RPM
513 1410/02500
|
Optical
fiber cable, (repair code "A" + critical "1" =>C.S. for
/2206)
|
1
|
***
|
|
RPM
513 852/00160
|
Connection
cable, (Opto for RBS 2106, /2206)
|
1
|
***
|
|
RPM
513 852/00250
|
Connection
cable, (Opto for RBS 2106, /2206)
|
1
|
***
|
|
RPM
513 904/02160
|
Cable,
(repair code "A" + critical "1" =>C.S. Signal ESB
RBS2206)
|
1
|
***
|
|
RPM
982 02/200
|
Optical
cable w. connector, (repair code "A" + critical "1" =>C.S. L=200 MM,
/2206)
|
1
|
***
|
|
Miscellaneous
MSC/BSC/BTS Spares
|
|
|
***
|
|
FAH
107 318/1
|
ET4-1
Spare, PDB board
|
per
unit
|
***
|
|
FAH
107 318/2
|
ET4-1
Spare, CCF-LI board
|
per
xxxx
|
***
|
|
XXX
000 000/0
|
XX0-0
Xxxxx, XX-XXX board
|
per
unit
|
***
|
|
NTZ
111 58/3
|
PCU
Kit
|
per
unit
|
***
|
|
FAB
102 863/4
|
Diplexers
|
per
unit
|
***
|
|
CALEA
Spares
|
|
|
***
|
|
SG-2100-03-01-10
|
Spare,
CDDF, High Availability
|
per
xxxx
|
***
|
|
XX-0000-00-00-00
|
Xxxxx,
XXX, High Availability
|
per
unit
|
***
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
29
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
11. Services
|
GSM
Implementation Services
|
|
|
|
|
Ericsson
Part #
|
Description
|
Parameter
|
Net
Price
|
|
MSC
|
|
|
|
|
|
Mini
GTP MSC
|
per
node
|
***
|
|
|
MSC
upgrade 84 to 168 T1
|
per
node
|
***
|
|
|
MSC
(Model 1 336 T1) with APG40
|
per
node
|
***
|
|
|
Optional
ETC cabinet
|
per
node
|
***
|
|
BSC
|
|
|
|
|
|
BSC/TRC
450 with APG40
|
per
node
|
***
|
|
|
Remote
BSC
|
per
node
|
***
|
|
BTS
|
|
|
|
|
|
BTS
2206 3x2 with TMA support
|
per
node
|
***
|
|
|
BTS
2106 3x2 with TMA support
|
per
node
|
***
|
|
|
BTS
2206 dTRU Expansion
|
per
node
|
***
|
|
BTS
2109 1x4
|
per
node
|
***
|
|
|
BTS
2308
|
per
node
|
***
|
|
|
OSS
|
|
|
|
|
|
GSM
OSS R9.1
|
per
node
|
***
|
|
TTY
|
|
|
|
|
|
E-CTM
node
|
per
node
|
***
|
|
GPRS
|
|
|
|
|
|
CGSN
3.0
|
per
node
|
***
|
|
|
Software
Upgrade CGSN 3.0 to 5.0
|
per
node
|
***
|
|
CALEA
|
|
|
|
|
|
CDDF
|
per
node
|
***
|
|
|
GSA
|
per
node
|
***
|
|
|
MFM
|
per
node
|
***
|
|
Re-home
|
|
|
|
|
|
Re-parenting
Nokia BSC to Ericsson MSC
|
per
node
|
***
|
|
RF
Services
|
|
|
|
|
|
Radio
Design Review
|
per
site
|
***
|
|
|
Initial
Tuning/Acceptance Test
|
per
site
|
***
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
30
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
|
GSM
System Support & Hardware Support
|
|
|
|
|
|
|
|
|
Unit
NET Annual Prices
|
|
|
Ericsson
Part #
|
Description
|
Parameter
|
In
Warranty
|
Out
of Warranty
|
|
System
Support
|
||||
|
Mini
MSC Models
|
per
node
|
***
|
***
|
|
|
MSC
Model 1-3
|
per
node
|
***
|
***
|
|
|
MSC-S
|
per
node
|
***
|
***
|
|
|
MGW
|
per
node
|
***
|
***
|
|
|
Remote
BSC
|
per
node
|
***
|
***
|
|
|
BSC
/TRC
|
per
node
|
***
|
***
|
|
|
TRU
|
per
TRU
|
***
|
***
|
|
|
OSS
|
per
server
|
***
|
***
|
|
|
TTY
|
per
node
|
***
|
***
|
|
|
CGSN
3.0
|
per
node
|
***
|
***
|
|
|
CALEA
|
per
node
|
***
|
***
|
|
|
Hardware
Support
|
|
|
||
|
Mini
MSC Models
|
per
node
|
***
|
||
|
MSC
Model 1-3
|
per
node
|
***
|
||
|
MSC-S
|
per
node
|
***
|
||
|
MGW
|
per
node
|
***
|
||
|
Remote
BSC
|
per
node
|
***
|
||
|
BSC
/TRC
|
per
node
|
***
|
||
|
TRU
|
per
node
|
***
|
||
|
OSS
|
per
node
|
***
|
||
|
TTY
|
per
node
|
***
|
||
|
CGSN
3.0
|
per
node
|
***
|
||
|
CALEA
|
per
node
|
***
|
||
|
Note:
All Support Services will be invoiced annually in advance.
|
||||
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
31
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
|
CDMA
Support & Maintenance
|
|
|
||
|
|
|
|
Unit
NET Annual Prices
|
|
|
Ericsson
Part #
|
Description
|
Parameter
|
In
Warranty
|
Out
of Warranty
|
|
System
Support
|
|
|
|
|
|
MSC
Model 1-3
|
per
Node
|
***
|
***
|
|
|
MSC
Model 4&up
|
per
Node
|
***
|
***
|
|
|
MSC
Expansion
|
per
Node
|
***
|
***
|
|
|
BSC/TRC
Model B-E
|
per
Node
|
***
|
***
|
|
|
BSC/TRC
Model F&up
|
per
Node
|
***
|
***
|
|
|
BSC
Expansion
|
per
Node
|
***
|
***
|
|
|
BTS
Carrier
|
per
Carrier
|
***
|
***
|
|
|
OSS
|
per
Server
|
***
|
***
|
|
|
IWF
|
per
unit
|
***
|
***
|
|
|
PDSN
|
per
Node
|
***
|
***
|
|
|
HA
|
per
Node
|
***
|
***
|
|
|
AAA
|
per
Node
|
***
|
***
|
|
|
MPBN
|
per
Node
|
***
|
***
|
|
|
Site
Router
|
per
Node
|
***
|
***
|
|
|
CALEA
|
per
Node
|
***
|
***
|
|
|
Hardware
Support
|
|
|
***
|
|
|
MSC
Model 1-3
|
per
Node
|
***
|
***
|
|
|
MSC
Model 4&up
|
per
Node
|
***
|
***
|
|
|
MSC
Expansion
|
per
Node
|
***
|
***
|
|
|
BSC
Model C, B1, C1 E1
|
per
Node
|
***
|
***
|
|
|
BSC
Model F, F1 & up
|
per
Node
|
***
|
***
|
|
|
BSC
Expansion
|
per
Node
|
***
|
***
|
|
|
BTS
Carrier
|
per
Carrier
|
***
|
***
|
|
|
OSS
|
per
Server
|
***
|
***
|
|
|
IWF
|
per
unit
|
***
|
***
|
|
|
PDSN
|
per
Node
|
***
|
***
|
|
|
HA
|
per
Node
|
***
|
***
|
|
|
AAA
|
per
Node
|
***
|
***
|
|
|
MPBN
|
per
Node
|
***
|
***
|
|
|
Site
Router
|
per
Node
|
***
|
***
|
|
|
CALEA
|
per
Node
|
***
|
***
|
|
|
Note:
All Support Services will be invoiced annually in advance.
|
||||
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
32
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
|
Parameter
|
Net
Price
|
|
|
WCDMA
Services
|
||
|
Network
Rollout
|
||
|
MSC
Server Implementation
|
Node
|
***
|
|
M-MGw
R3.0 Implementation
|
Node
|
***
|
|
SGSN
Dual Access Remote Upgrade
|
Node
|
***
|
|
GGSN
Implementation
|
Xxxx
|
***
|
|
XXX
0000 0x0 Xxxxxxxxxxxxxx
|
Xxxx
|
***
|
|
RBS
3206 2x1 Implementation
|
Node
|
***
|
|
RBS
3206 3x1 Implementation
|
Node
|
***
|
|
RNC
175 Implementation
|
Node
|
***
|
|
RXI
Implementation
|
Node
|
***
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
33
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
12. Ad
Hoc
Hardware Repair
|
Ericsson
Part #
|
Description
|
NET
Price
|
|
Repair
Ad-Hoc
|
|
|
|
BFL119155/1
|
CDU-G
800 MHZ
|
***
|
|
BTE101101/13
|
TRANSCEIVER
- ATRM (50 Xxxxx)
|
***
|
|
KRC1311004/2
|
dTRU
0000 XXX XXXX
|
***
|
|
XXX000000/0
|
XXX
XXXX FILTER
|
***
|
|
KRY11271/2
|
AMPLIFIER
- ddTMA FB FOR GSM 1900 BYPASS
|
***
|
|
ROF1314255/1
|
PCB
- EXALI-B3
|
***
|
|
ROJ208439/1
|
PRINTED
BOARD ASSEMBLY - IPU
|
***
|
|
BOE60214/1
|
DXU-21
|
***
|
|
BFC90175/1
|
SUBRACK
- TFM_DBM2
|
***
|
|
ROA1270293/2
|
MULTILAYERPRINTBOARD
- CC1X64
|
***
|
|
KRC1311005/2
|
dTRU
000 XXX XXXX
|
***
|
|
BMR960019/1
|
DC/DC-CONVERTER
|
***
|
|
BFB10951/2
|
PLUG
IN XXXX - XXXXX XXXX XXX 000XX
|
***
|
|
ROA1270222/2
|
PRINTED
BOARD ASSEMBLY - RX MRBS 08/1
|
***
|
|
BFL119153/1
|
COMBINER
UNIT FOR 1900 MHZ
|
***
|
|
BML231202/1
|
PSU230
1200W +24VDC FC OPTO
|
***
|
|
ROJ208442/1
|
PRINTED
BOARD ASSEMBLY - MAU
|
***
|
|
ROJ208351/1
|
PCB
- CSPB
|
***
|
|
KRB1011119/1
|
TRANSMITTER
XXXX - XXX, 00X, 000XXx
|
***
|
|
KRB1011121/1
|
TRANSMITTER
XXXX - XXX, 00X, 0000XXx
|
***
|
|
NTM1970425/1
|
SET
OF MATERIALS - GPS Kit, GPS Receiver Kit
|
***
|
|
ROJ1192106/3
|
PRINTED
BOARD ASSEMBLY - GPB3
|
***
|
|
ROJ1192108/2
|
PRINTED
BOARD ASSEMBLY - SCB
|
***
|
|
ROJ208437/1
|
PRINTED
BOARD ASSEMBLY - POWC
|
***
|
|
ROJ1192170
|
PRINTED
BOARD ASSEMBLY - PBA, GPS-TUB, BSC 1120
|
***
|
|
ROA1270223/1
|
PRINTED
BOARD ASSEMBLY - TX MRBS 19 3C
|
***
|
|
ROA1270222/1
|
PRINTED
BOARD ASSEMBLY - RX MRBS 19/1
|
***
|
|
ROJ20443/2
|
PCB
- RPG3
|
***
|
|
KRC16184/7
|
RRU
- 000 XXx XXXXXXXXXXX/XXX-X0
|
***
|
|
ROJ1192101/2
|
PRINTED
BOARD ASSEMBLY - ET-M1
|
***
|
|
ROJ208440/1
|
PRINTED
BOARD ASSEMBLY - DSU-1GW
|
***
|
|
BML435002/1
|
RECTIFIER
(+24V)
|
***
|
|
BML435004/1
|
RECTIFIER
- 24V 1700W FORCED COOLING
|
***
|
|
ROJ20416/4
|
PCB-RPP-BASIC
|
***
|
|
1/BPD10436/1
|
Condenser
Fan (Climate)
|
***
|
|
ROJ208306/1
|
PCB
- ET155-1-O
|
***
|
|
ROA1270223/2
|
PRINTED
BOARD ASSEMBLY - TX MRBS 08 3C
|
***
|
|
ROJ1192175/1
|
PRINTED
BOARD ASSEMBLY - MSB2
|
***
|
|
ROJ20432/1
|
PCB
- PDSPLE
|
***
|
|
ROJ208304/1
|
PCB
- XDB
|
***
|
|
KRB1011125/1
|
TRANSMITTER
XXXX - XXX, 00X, 000XXX
|
***
|
|
2/BPD10435/1
|
SPARE
PART - Heat Exchanger Xxxxxx.xxx 24v
|
***
|
|
ROJ20416/6
|
PRINTED
BOARD ASSEMBLY - RPP
|
***
|
|
KRY1011856/1
|
CXU-10
|
***
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
34
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
13.
WCDMA/UMTS
|
Description
|
Net
Unit Price
|
Parameter
|
||
|
MSC
|
||||
|
CN
Server 40i, R11 (ETSI&ANSI)
|
***
|
Node
|
||
|
MSC
Basic SW
|
***
|
Per
SCC
|
||
|
MSC
Optional SW Package
|
***
|
Per
SCC
|
||
|
Signaling
Transport over IP (SIGTRAN)
|
***
|
Per
SCC
|
||
|
Network
Identity and Time Zone (XXXX)
|
***
|
Per
SCC
|
||
|
CAMEL
Phase 3 Support
|
***
|
Per
SCC
|
||
|
Explicit
Call Transfer (ECT)
|
***
|
Per
SCC
|
||
|
Optimal
Routing at Late Call Forwarding
|
***
|
Per
SCC
|
||
|
Global
Equal Access
|
***
|
Per
SCC
|
||
|
Extended
CAMEL Support
|
***
|
Per
SCC
|
||
|
CAMEL
Phase 2 Support
|
***
|
Per
SCC
|
||
|
WCDMA
to GSM Handover
|
***
|
Per
SCC
|
||
|
MGW
|
|
|
||
|
GMP
V2.0 Base Configuration 205 (HS5)
|
***
|
Node
|
||
|
M-MGw
R3.0 Main Basic SW License RTU
|
***
|
Per
SCC
|
||
|
M-MGw
R3.0 Main Optional SW Package
|
***
|
Per
SCC
|
||
|
UMTS
Lu Interface
|
***
|
Per
SCC
|
||
|
OSS
SW
|
|
|||
|
Core
|
|
|||
|
FAJ
121 91, Network Statistics Analyzer - Core, MGw
|
***
|
Per
Node
|
||
|
FAJ
121 597, Statistical Data Mart - Core, MGw
|
***
|
Per
Node
|
||
|
FAJ
122 847, Performance Statistical Alarms, MGw
|
***
|
Per
Node
|
||
|
FAJ
121 890, Core Network Starter Package, MGw
|
***
|
Per
Node
|
||
|
Radio
|
|
|||
|
Centralized
Operations Support SS+BSS; FM Complete (BASIC)
|
***
|
Per
SCC
|
||
|
BTS
Configuration Management (BCM) SS+BSS
|
***
|
Per
SCC
|
||
|
Measurement
Result Recording (MRR) SS+BSS
|
***
|
Per
SCC
|
||
|
Network
Statistics Analyzer (NWS-A) SS+BSS
|
***
|
Per
SCC
|
||
|
Performance
Statistical Alarms (PSA) SS+BSS
|
***
|
Per
SCC
|
||
|
Radio
Network Recording (RNR) SS+BSS
|
***
|
Per
SCC
|
||
|
Statistical
Gateway (SGw) SS+BSS
|
***
|
Per
SCC
|
||
|
Report
Generator, Business Objects
|
***
|
Per
SCC
|
||
|
Statistical
Data Mart (SDM) SS+BSS
|
***
|
Per
SCC
|
||
|
Statistical
Measurement Initiator and Administration (SMIA) SS+BSS
|
***
|
Per
SCC
|
||
|
GSN
|
||||
|
SGSN
SW package
|
***
|
25K
SAU
|
||
|
GGSN
HW
|
***
|
Node
|
||
|
GGSN
Basic Capacity SW Package
|
***
|
License
|
||
|
GGSN
HSDPA SW package
|
***
|
50KPDP
|
||
|
Radio
Network Hardware
|
||||
|
RXI
820
|
***
|
Node
|
||
|
RNC
3810
|
***
|
Node
|
||
|
RBS
3106 (1x1)
|
***
|
Node
|
||
|
RBS
3106 (2x1)
|
***
|
Node
|
||
|
RBS
3106 (3x1)
|
***
|
Node
|
||
|
UTRAN
SW
|
||||
|
UTRAN
Software (RNC & RBS & RXI) 32 CE step
|
***
|
32CE
|
||
|
HSDPA
RTU Initial (5 codes/3cell carrier)
|
***
|
HS
CC
|
||
|
Network
Management
|
||||
|
OSS
HW Package
|
***
|
Kit
|
||
|
OSS
growth RTU, per W-Node
|
***
|
WRAN
Node
|
||
|
Spares
|
||||
|
MSC
Server Spares Kit
|
***
|
Kit
|
||
|
MGW
Spares Kit
|
***
|
Kit
|
||
|
RNC
|
***
|
Kit
|
||
|
GGSN
|
***
|
Kit
|
||
|
HSDPA
(128 DL CE board) 1 Board (1 board recommended for every 100 Node
B)
|
***
|
Kit
|
||
|
RBS
3206 (1 kit recommended for every 100 RBS)
|
***
|
Kit
|
||
|
RXI
820
|
***
|
Kit
|
||
|
System
Support
|
In
Warranty
|
Out
of Warranty
|
||
|
MSC-S
|
***
|
***
|
||
|
MGW
|
***
|
***
|
||
|
RNC
|
***
|
***
|
||
|
per
CE
|
***
|
***
|
||
|
HSDPDA
(per Node B)
|
***
|
***
|
||
|
GGSN
|
***
|
***
|
||
|
Hardware
Support
|
In
Warranty
|
Out
of Warranty
|
||
|
MSC-S
|
***
|
***
|
||
|
MGW
|
***
|
***
|
||
|
RNC
|
***
|
***
|
||
|
RXI
|
***
|
***
|
||
|
per
CE
|
***
|
***
|
||
|
HSDPDA
(per Node B)
|
***
|
***
|
||
|
GGSN
|
***
|
***
|
||
|
Shipping
|
||||
|
Transportation
per OSS server per trip
|
***
|
per
node
|
||
|
RBS
Transportation per base station per trip
|
***
|
per
node
|
||
|
RNC
Transportation per node per trip
|
***
|
per
node
|
||
|
EPDU
Cabinet per pair per trip
|
***
|
per
node
|
||
|
Circuit
Node Transportation per node
|
***
|
per
node
|
||
|
Packet
Node Transportation per node
|
***
|
per
node
|
||
|
Misc.
parts/Bulk order and all other deliveries
|
||||
|
Total
value per sales order based on HW list price
|
||||
|
$0
to $2,500
|
***
|
per
order
|
||
|
$2,501
to $10,000
|
***
|
per
order
|
||
|
$10,001
to $75,000
|
***
|
per
order
|
||
|
$75,001
to $150,000
|
***
|
per
order
|
||
|
$150,001
and above
|
***
|
per
order
|
||
|
Transportation
is applicable per trip.
|
||||
|
Expedite
fee RCC_EXPEDITE is 1% to 5% of HW list per requirement
|
||||
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
35
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
14. Training
Services.
|
Training
|
Parameter
|
Net
Unit Price
|
||
|
Training
Credit Unit
|
per
CU
|
***
|
||
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
36
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
|
CONFIDENTIAL
TREATMENT REQUESTED
|
Exhibit
10.11(c) Redacted
|
EXHIBIT
B
CDMA
LAST-TIME-BUY
|
INQUIRY
10035657
|
|
|
|
|
|
|
|
|
DESCRIPTION:
|
RBS
1130, MCPA Module, 800 MHz
|
|
|
Extended
|
|
|
|
|
Item
|
Part
#
|
Product
Description
|
Qty
|
Price
(each)
|
Contract
Price
|
Discount
|
Net
Price
|
|
1.1
|
NTM
197 0191/1
|
RBS
1130, MCPA Module, 800 MHz
|
***
|
***
|
***
|
***
|
***
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
***
|
|
|
|
|
|
|
|
|
|
|
INQUIRY
10032541
|
|
|
|
|
|
|
|
|
DESCRIPTION:
|
CDMA
NETWORK HARDWARE - BTS 1130 800 MHz, 1x1 (1 FA & 1 Sector) to 1x3 (1
FA & 3 Sectors) HW Expansion
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price
|
Extended
|
|
|
|
Item
|
Part
#
|
Product
Description
|
Qty
|
(each)
|
Contract
Price
|
Discount
|
Net
Price
|
|
|
|
|
|
|
|
|
|
|
1.
RBS 1130 800 MHz, 1x1 to 1x3 HW Expansion
|
|
|
|
|
|
||
|
1.1
|
NTM
197 0191/1
|
RBS,
40W MCPA MODULE, 800MHZ
|
***
|
***
|
***
|
***
|
***
|
|
1.1
|
NTM
197 0195/1
|
RBS,
RX DOWNCONVERTER, 800MHZ
|
***
|
***
|
***
|
***
|
***
|
|
1.1
|
NTM
197 0534/1
|
RBS,
MTX UPCONVERTER, 800MHZ
|
***
|
***
|
***
|
***
|
***
|
|
1.2
|
NTM
197 0798/1
|
SET
OF MATERIALS/DLNA, 876-886MHZ CO-LO
|
***
|
***
|
***
|
***
|
***
|
|
|
|
RBS
1130 800 MHz, 1x1 to 1x3 HW Expansion TOTAL:
|
***
|
***
|
***
|
|
***
|
|
|
|
|
|
|
|
|
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
37
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
|
10037708
|
|
|
|
|
|
|
|
|
DESCRIPTION:
|
CDMA
NETWORK HARDWARE - BTS 1130 800 MHz, 1x3 (1 FA & 3 Sector) to 2x3 (2
FA & 0 Xxxxxx) XX Xxxxxxxxx,000XX
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price
|
Extended
|
|
|
|
Item
|
Part
#
|
Product
Description
|
Qty
|
(each)
|
Contract
Price
|
Discount
|
Net
Price
|
|
|
|
|
|
|
|
|
|
|
1.
RBS 1130 800 MHz, 1x3 to 2x3 HW Expansion, 64 CE
|
|
|
|
|
|
||
|
1.1
|
NTM
197 0160/1
|
CAM
128CE Card
|
***
|
***
|
***
|
***
|
***
|
|
1.2
|
NTM
197 0195/1
|
RBS,
RX DOWNCONVERTER, 800MHZ
|
***
|
***
|
***
|
***
|
***
|
|
|
|
RBS
1130 800 MHz, 1x3 to 2x3 HW Expansion, 64 CE
TOTAL:
|
***
|
***
|
***
|
***
|
***
|
|
|
|
|
|
|
|
|
|
|
NOTE
|
|
|
|
|
|
|
|
|
The
NTM1970720/1 CAM 64CE Card is not available. The replacement
is the NTM1970160/1 CAM 128CE Card.
|
|
|
|
||||
|
10037707
|
|
|
|
|
|
|
|
|
DESCRIPTION:
|
128
CE Card
|
|
|
|
|
|
|
|
Item
|
Part
#
|
Product
Description
|
Qty
|
Price
(each)
|
Contract
Price
|
Discount
|
Net
Price
|
|
1.1
|
NTM
197 0160/1
|
PBA,
CAM, 128CE, SPARE, RBS 1130
|
***
|
***
|
***
|
***
|
***
|
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
|
|
|
***
|
***
|
***
|
***
|
***
|
|
|
|
|
|
|
|
|
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
38
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
|
INQUIRY
10039423
|
|
||||||
|
DESCRIPTION:
|
RCC
ALEXANDRIA-MSC1 Expansion
|
||||||
|
Part
#
|
Product
Description
|
Qty.
|
Price
(each)
|
Contract
price
|
Discount
|
Net
Price
|
|
|
1.1
|
ROY101118/1
|
PRINTED
BOARD SET/EXPANSION KIT: CSPB BO
|
***
|
***
|
***
|
***
|
***
|
|
1.2
|
ROY101120/1
|
PRINTED
BOARD SET/EXPANSION KIT: ET155-1
|
***
|
***
|
***
|
***
|
***
|
|
1.3
|
BAY111501/3
|
INSTALLATION
KIT/DOORS + MANDATORY MECHA
|
***
|
***
|
***
|
***
|
***
|
|
1.4
|
NTM50346/20
|
SET
OF MATERIALS/CABLE PACKAGE FOR ET4-1
|
***
|
***
|
***
|
***
|
***
|
|
1.5
|
17/BYB501/1
|
EARTHQUAKE
PROOF SET/SINGLE CAB, CONCRET
|
***
|
***
|
***
|
***
|
***
|
|
***
|
|||||||
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
39
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
|
CONFIDENTIAL
TREATMENT REQUESTED
|
Exhibit
10.11(c) Redacted
|
EXHIBIT
C
CALCULATION
OF AVERAGE SCC USAGE
Prior
to
the end of each calendar quarter, Ericsson will generate the SCC usage report
by
running the command “LSLDP” on each MSC. Based on such report, Ericsson will use
the following formula to calculate the average SCC usage of such calendar
quarter:
Average
SCC Usage = Sum
of
peak SCC usage of each day in the calendar quarter
Total
number of days in the calendar quarter
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
40
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
EXHIBIT
D
SYSTEM
SUPPORT AND HARDWARE SUPPORT
1. System
Support
During
the Term, Ericsson shall make available to RCC the following maintenance and
support services for the System (comprised of the network elements purchased
by
Customer from Ericsson and deployed by Customer in its network to the extent
that Customer purchases system support for such network elements):
(a)
General.
RCC will
request support for specific incidents from Ericsson with respect to the
operation of the System by issuing a customer service request in accordance
with
the Incident Report guidelines set out in the Ericsson Procedures Manual
(“CSR”). Ericsson will provide Help Desk and Emergency Support for the System,
as well as Software Updates (as defined below).
When
Ericsson receives a CSR, it will conduct an investigation of the issues reported
by RCC and may provide an interim measure to address such issues. A CSR will
be
deemed closed when Ericsson provides RCC with a mutually agreed Restoration.
Ericsson and RCC will work together in good faith to agree upon the appropriate
severity level assigned to each CSR. A severity level cannot be lowered without
the mutual agreement of the parties. Ericsson shall use the following four
(4)
severity levels with corresponding target times, to categorize reported
problems:
|
Severity
|
Accuracy
|
Remedy
|
Restoration
|
Response
|
|
Emergency
|
98
%
|
4
hours
|
24
hours
|
15
min
|
|
High
|
70
%
|
24
hours
|
1
hour*
|
|
|
98
%
|
72
hours
|
1
week
|
||
|
Medium
|
70
%
|
1
week
|
8
hours*
|
|
|
98
%
|
3
weeks
|
5
weeks
|
||
|
Low
|
70
%
|
2
weeks
|
8
hours*
|
|
|
98
%
|
6
weeks
|
12
weeks
|
*:
The
Response time is applicable only during Normal Working Hours (as defined
below).
Table
1.
CSR Target Times.
NOTE
1:
As of January 1, 2007, TDMA CSR target times will no longer apply.
NOTE
2:
As of January 1, 2008, CDMA CSR target times will no longer apply.
Accuracy
is defined as the percentage of CSRs or Lead Times that have met the applicable
targets set out above for CSR Restorations and in section 2.g for Lead Times.
Ericsson shall measure and track in writing Accuracy for Restorations only
(“Accuracy”) each calendar month. Within 20 days of the close of each calendar
month, Ericsson shall provide RCC with a written report of the Restoration
Accuracy measurements for the previous calendar month. At the end of each
calendar year, Ericsson shall determine the average
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
41
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
monthly
Accuracy measurements during that calendar year and provide that information
to
RCC in a written report with thirty (30) days of the close of the calendar
year.
Each time
| · |
Remedy
is defined as the action(s) required to restore the System or any
equipment or software component of the System to a working condition
or to
isolate the problem to limit its effects. The Remedy may cause
restrictions in functionality and System
performance.
|
| · |
Restoration
is defined as the action(s) required to prevent the reoccurrence
of a
problem or any underlying causes of a problem. When a Restoration
is
implemented, the System, or any affected equipment or software component
of the System is operating without negative
impact
|
| · |
Response
is defined, in the case of a submitted Emergency or High severity
CSR, as
the first contact to Ericsson to RCC in response to RCC’s report to
Ericsson of such CSR. If the CSR is classified as Medium or Low severity,
the Response is defined as the generation by Ericsson of a CSR reference
number, which is generated automatically by the web-based CSR
tool.
|
| · |
An
Emergency CSR is defined as:
|
| · |
A
complete equipment failure - the System equipment or software does
not
handle any traffic and a manual intervention is needed to restore
the
equipment or software;
|
| · |
A
major disturbance - disturbance in the System’s functionality resulting in
a traffic capacity decreases of more than 30% of the entire System
or an
individual mobile switching center or base station controller;
|
| · |
A
billing/charging function disturbance - the billing or charging function
of the System equipment or software stops working or is seriously
affected;
|
| · |
A
complete loss of input/output capability (I/O) or communication for
business critical System equipment or
software.
|
| · |
High
Severity CSRs are situations that may result in Emergencies if unresolved
and include major problems or disturbances that affect the equipment
or
software in the System and require immediate action. Examples: Large
restart / with reload, failure affecting billing, failure affecting
connection with other operators, System crashes repeatedly or hangs,
critical functionality is not
available.
|
| · |
Medium
-Severity CSRs are severe problems or disturbances affecting a specific
area of functionality, but not the whole System. Examples: Small
restarts,
degraded performance or incorrect behavior with minor impact to the
System, failure of alarms, limited O&M
functionality.
|
| · |
Low
Severity CSRs are general consultation and minor problems that have
a
minor effect on the functionality of the System equipment or software.
Examples: Faults that do not disturb traffic or causes any loss of
service, incorrect System printouts, documentation faults, minor
design
imperfections, operational
questions.
|
(b) Help
Desk.
System
support services for non-emergency CSRs relating to the System equipment or
software shall be provided through the Help Desk via telephone at *** during
the
Normal Working Hours of 8:30 am - 5:00 pm RCC local time (limited to ET, CT,
MT
or PT) Monday to Friday, excluding all Ericsson holidays.
(c)
Emergency Support.
Support
is provided by Ericsson for Emergency CSRs, as defined above, on a 24 hours
a
day, 7 days a week basis. Emergency CSR’s must be submitted to Ericsson via
telephone, at ***. Emergency support consists of telephone support and may
include on-site support (where, upon RCC's
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
42
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
written
request for Emergency On-Site Support, Ericsson will dispatch a qualified
technician to assist RCC with service restoration). It may also include the
use
of a remote connection to the node concerned, if authorized by RCC.
(d) Software
Updates.
Ericsson shall correct (e.g., by providing a patch, workaround or correction)
any software error reported by RCC and reproducible by either party. Ericsson
shall also provide RCC with all generally available Software Updates. As used
herein, "Software Updates" means corrections to software faults, which will
contain the appropriate load file, implementation instructions and user
documentation and which will be tested, prior to supply thereof, on an
appropriate System test plant. Effective January 1, 2007,
Software
Updates for TDMA will be limited to Emergency corrections for in-service
performance-affecting faults.
1.1
Customer Service Request (CSR) Performance
In
the
event that Ericsson fails to meet the targeted CSR Performance Average (as
specified in Table 2 below) during any calendar year of the Term, Ericsson
shall
issue RCC a credit toward the Annual System Support Fee calculated as follows:
Ericsson
agrees to issue a credit when it fails to provide a Restoration to 90% of
Emergency and High CSRs within the times listed in Table 1 in accordance with
the applicable Accuracy specified therein (“CSR Performance). The CSR
Performance Average, as set out in Table 2, will be measured as the CSR
Performance with respect to all closed RCC-issued CSRs for all Emergency and
High severity CSRs, combined.
Effective
January 1, 2007, CSRs relating to TDMA equipment and software in the System
will
not be included in the calculation of CSR Performance Average for the purposes
of determining annual credits due.
Effective
January 1, 2008, CSRs relating to CDMA equipment and software in the System
will
not be included in the calculation of CSR Performance Average for the purposes
of determining annual credits due.
1.2
CSR Performance Average.
At
the
end of the calendar year, and no later than January 31st
of the
following calendar year, Ericsson will issue to RCC a credit equal to the credit
as set forth in Table 2; provided that in no event will the annual credit exceed
ten percent (10%) of the Annual System Support Fee paid by RCC to Ericsson
for
the System.
If
the
annual credit exceeds ten percent (10%) of the Annual System Support Fee in
any
calendar year, RCC shall have the right to terminate this Scope of Work, subject
to providing Ericsson with prior written notice of 30 days.
|
CSR
Performance
Average
|
Annual
Credit
based on Annual System Support Fee
|
|
90.00%
or Better
|
***
|
|
85.00%
- 89.99%
|
***
|
|
80.00
% to 84.99%
|
***
|
|
75.00%
to 79.99%
|
***
|
|
Less
than 74.99%
|
***
|
Table
2 -
CSR Performance Average
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
43
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
2.
Hardware Support
Hardware
Support Services.
Ericsson will provide RCC with the following hardware support services
(“Hardware Support”) for the System (comprised of the network elements purchased
by Customer from Ericsson and deployed by Customer in its network to the extent
that Customer purchases Hardware Support for such network elements, but
excluding the TDMA network elements), in accordance with the following:
| (a) |
Service
Execution.
The operative routine involved in the execution of the Hardware Support
is
defined in the Ericsson Hardware Services Logistics Guide, a current
version of which has been provided to RCC under separate cover. This
document describes what is required from RCC and Ericsson in order
to
obtain an efficient parts repair flow with fast and accurate lead
times.
|
| (b) |
Description
of Services.
Ericsson shall, upon receipt of RCC's order for replacement of a
faulty
unit covered by this service, ship the replacement unit or the repaired
unit within the stated Lead Time (see section 2.g).
|
| (c) |
Requests
for Hardware Support.
RCC shall obtain authorization for Hardware Support according to
the then
current Ericsson Hardware Services Logistics Guide. The order number
assigned and issued by Ericsson shall be used as a reference number
in any
future correspondence regarding the
order.
|
| (d) |
Shipping
Routine.
The faulty unit as specified in RCC's order for a repair or a replacement
part shall be shipped by RCC to Ericsson at RCC's cost and in packing
approved by Ericsson to the address specified in the Ericsson Hardware
Services Logistics Guide.
|
| (e) |
Exclusions.
Calibration of System components and spare parts, remains the
responsibility of RCC, and is not provided by Ericsson. Consumables,
such
as lamps, fuses, batteries, cables, etc., are also excluded from
the
Hardware Support services. These parts may be ordered and purchased
by
RCC, at an additional charge. Faulty parts sent by RCC to Ericsson
for
replacement are not included in these Hardware Support services if
any of
the events listed below have occurred. Under such situations, RCC
agrees
to pay the then current list price (for part) minus any applicable
discounts and credits as per the Agreement plus shipping cost for
replacement of that part.
|
| (i) |
The
part was not used and maintained under normal conditions in accordance
with the documentation, information and advice furnished by Ericsson;
|
| (ii) |
The
part was damaged from causes beyond normal wear and tear (e.g. floods,
physical damage, accident, etc.);
|
| (iii) |
Hardware
damaged through improper storage, misuse, mishandling, packing or
repair
by RCC or a third party;
|
| (iv) |
The
part has been combined with other software or hardware other than
as
agreed to between the parties in
writing;
|
| (v) |
An
attempt to modify or repair the part by any party other than Ericsson
has
occurred;
|
| (vi) |
Defect,
non-conformity or deviation caused by inter-working equipment not
supplied
or approved by Ericsson, or any engineering or installation not carried
out by Ericsson, but not including customary interconnection by standard
interfaces with other telephony equipment in a manner consistent
with
industry practices;
|
|
(f)
|
Limitations.
|
(i) Service
requests for parts and materials that have passed last time buy will be repaired
based on then current availability and corresponding lead time.
(ii) Emergency
replacements are based on availability of the requested part in the local region
where the part is required;
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
44
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
(iii) Emergency
Replacements are shipped to destinations reachable within 24 hours from
Ericsson’s supply location using standard and reasonable transportation as
commercially available, unless other transportation is specifically agreed
upon;
(iv) Delays
in
customs clearance and other circumstances beyond Ericsson’s control are not
counted in the calculation of lead times;
(v) Repair
capability is only available until January 1, 2007 for RBS 882, some units
may
be discontinued earlier;
(vi) Repair
capability is only available until January 1, 2007 for BYB 202, some units
may
be discontinued earlier;
|
(g)
|
Performance.
Standard spare parts replacement lead times (“Lead Times”) are calculated
from Ericsson’s receipt of the faulty unit to the shipment of the
replacement equipment from Ericsson’s supply location. Lead Times are
measured in calendar days. The Lead Times for emergency parts replacement
are calculated from the issuance of the return material authorization
(RMA) by Ericsson, to the receipt of the replacement unit by RCC.
|
|
Hardware
Support Services
|
Lead
Time
|
Accuracy
|
|
Standard
Spare Parts Replacement Service
|
21
Days
|
95%
|
|
Emergency
Parts Replacement
|
24
Hours
|
Based
upon availability
|
RCC
may
request an emergency parts replacement when it is experiencing a hardware
failure affecting RCC end-user services, and no known available spare is in
RCC’s possession. For emergency parts replacement service, RCC shall ship
replaced item within 10 business days of receipt, or Ericsson will invoice
RCC
at the then current list price (for part) minus any applicable discounts as
per
the Agreement plus shipping cost for replacement of that part.
3. RCC
Responsibilities
In
order
for Ericsson to be able to supply the Services under this Exhibit
D, RCC must fulfill the following obligations. RCC shall:
(a) Allow
Ericsson to establish remote connection to RCC’s System whenever Ericsson deems
necessary. Ericsson will receive authorization from RCC prior to establishing
the connection. Remote connection must provide a secure transmission between
Ericsson and RCC through encryption and tunneling techniques, such as a Remote
Support Gateway (RSG). RCC and Ericsson shall test the Remote Connection prior
to the commencement of the Services and periodically afterwards to ensure
connectivity;
(b) Provide
Ericsson with (i) information and documentation in connection with the current
System’s software and hardware configuration and attached services and (ii)
regular and accurate statistical information regarding the performance of the
System as specified in the Procedures Manual;
(c) Provide
Ericsson with all necessary information and documentation required to perform
its obligations under this SOW and to solve a CSR;
(d)
Allow
Ericsson to perform periodic audits of the System for its network
configuration;
(e) 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;
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
45
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
(f) Keep
an
operational logbook and record of faults;
(g) Ensure
its maintenance personnel are sufficient in number and have been adequately
trained and are competent to carry out RCC's obligations
stipulated;
(h) Appoint
suitable personnel for the purpose of liaison with Ericsson relating to the
Services;
(i) Maintain
a security back up of RCC generated data/information in the System;
(j) Keep
the
System upgraded within the latest two major (2) software release
levels;
(k) Provide
Ericsson with full information during and after any incidents and CSRs. This
includes, but is not limited to, information about network changes, addition
or
removal of network elements as well as any pertinent information about events
leading up to an incident or CSR;
(l) Provide
Ericsson’s service personnel, at no cost, with appropriate access to the System
and, while at equipment site, with spare parts and applicable maintenance tools,
operating supplies and consumable items such as paper, magnetic tapes, ribbons,
cards, format tapes, disk cartridges and such similar items as RCC would use
during normal operation;
(m) Provide
consistent and reliable environmental conditions for the System, including,
without limitation, temperature, humidity, earthquake control, weather and
security, in accordance with the applicable specifications;
(n) Report,
without delay, any changes to the System or in the conditions of its use that
are likely to affect the Services provided by Ericsson under this Exhibit D;
| (o) |
Provide
staff to conduct field testing after the loading of Software Updates;
and
|
| (p) |
Implement
Software Updates within 30 days for ACA’s (correction packages) and 5 days
for ECA’s (emergency corrections) and emergency
bulletins/flashes.
|
4. Fees
(a) Annual
Support Fee.
The
annual support fee for the Services (except for the Emergency on-site support
and Emergency Parts Replacement) includes the following:
1.1 CDMA
,GSM, WCDMA/UMTS Support Fees:
The
fees
for Support Services are set out in Exhibit
A.
1.2 Ericsson
shall conduct an annual CDMA and GSM audit at the end of each calendar year
to
identify each software and hardware element subject to this Exhibit D and
calculate the CDMA and GSM Support Fees due for the following year. Ericsson
shall provide this information (the “Audit Results”) to RCC and RCC shall
independently verify it and advise Ericsson of its acceptance or rejection
within 30 days of its receipt of the Audit Results, failing which RCC will
be
deemed to have accepted them. RCC shall have the right, subject to providing
written notice of 120 days, to elect not to receive support services for any
CDMA or GSM Hardware or Software elements by electing to remove such elements
from the Audit Results. Once Ericsson receives the final Audits Results minus
any CDMA and GSM Hardware or Software elements RCC elected to remove from the
Audit Results, Ericsson shall provide a final quote to RCC for the CDMA and
GSM
Support Fees due for the following year (“Annual CDMA and GSM Support Fees”),
RCC shall then issue Ericsson a PO and shall pay the Annual CDMA and GSM Support
Fees in advance pursuant the PO.
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
46
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
1.3 Each
quarter Ericsson shall conduct an audit to identify any changes to the software
and hardware subject to this SOW and calculate the CDMA and GSM Support Fees
due
to reflect the changes in the hardware and software (the “Quarterly Audit
Results”). RCC shall independently verify the Quarterly Audit Results and advise
Ericsson of its acceptance or rejection within 30 days of its receipt of the
Quarterly Audit Results, failing which RCC will be deemed to have accepted
them.
Once the parties mutually agree to the changes in the CDMA and GSM software
and
hardware elements subject to this SOW and the corresponding Support Fees or
upon
acceptance or deemed acceptance of the Quarterly Audit Results, Ericsson shall,
if applicable, provide a quote to RCC for the difference between the CDMA and
GSM Support Fees due to reflect the changes in the hardware and software and
the
Annual CDMA and GSM Support Fees, and RCC shall, if applicable, issue a PO
and
shall pay in accordance with the PO.
(b) Emergency
On-Site Support Fee
In the
event that at RCC‘s request, Ericsson provides on-site support to RCC, RCC will
pay to Ericsson (i) a fee, on a time and material basis, at the rates according
to the table below, (ii) the then current prices of the parts and materials
provided by Ericsson to RCC in connection with such on-site support, (iii)
the
travel and living charges in connection with such on-site support as set out
in
the table below, and (iv) any out-of-pocket expenses incurred by Ericsson in
connection with the on-site support. Ericsson will invoice RCC the stated fees
at the completion of the on-site visit and payment will be made within 15 days
of the date of the invoice. A minimum of 8 hours will be charged for each
on-site visit.
On-site
Support Prices
|
Item
|
Price
|
Description/Comment
|
|
Engineer
|
$***/hour
|
Minimum
charge is eight hours. Travel and expenses are not included in this
fee.
|
|
Living
Expenses
|
$***/day
|
This
fee is only applied if staff is not local to site
assisted.
|
|
Air
Travel Expense
|
$***/visit
*
|
This
fee is only applied if staff is not local to site
assisted.
|
*Other
travel expenses will be charged if applicable.
(c) Emergency
Parts Replacement Service.
In the
event that at RCC‘s request, Ericsson provides Emergency Parts Replacement
support to RCC, RCC will pay an emergency service expedite fee of $***for each
replacement part delivered by Ericsson to RCC on an emergency basis. This fee
is
in addition to the Annual System Support Fee in section 1. For hard to reach
destinations, additional transportation and customs fees may apply for Emergency
Parts Replacement requests. Fees are due upon RCC’s receipt of the emergency
replacement unit.
Emergency
Parts Replacement
|
Service
|
Net
Price
|
|
Emergency
Parts Replacement
|
$
***per
item
|
All
above
fees are quoted in U.S. Dollars and exclude applicable taxes and net of any
discount.
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
47
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
EXHIBIT
E
EXISTING
SOFTWARE FEATURES
|
Purchased
GSM BSS Software Features
|
|
|
Ericsson
Part #
|
Description
|
|
Basic
Software
|
|
|
INF
901 2351/U1
|
Centralized
Operations Support SS+BSS; FM Complete (RC-3 BASIC)
|
|
Basic
Software Features
|
|
|
Cellular
Network Activity Manager (CNAM)
|
|
|
Database
(DB)
|
|
|
X-Terminal
Solution (XTERM)
|
|
|
TMOS
Security Services (TSS)
|
|
|
TMOS
Basic Service (TBS)
|
|
|
Geographical
and logical Network Information Presentation (GNIP)
|
|
|
Standard
Map (SMP)
|
|
|
OMC
Flashboard (OMCFB)
|
|
|
Database
Services (TDS)
|
|
|
OSS
Client Solution (OCS)
|
|
|
Command
Handler (CHA)
|
|
|
File
Transfer and Management (FHA)
|
|
|
Element
Management Accessories (EMA)
|
|
|
Basic
Network Surveillance Interface Manager (BNSI-M)
|
|
|
Basic
Network Surveillance Interface Agent (BNSI-A)
|
|
|
Fault
Management Viewer (FMV)
|
|
|
Recovery
and Diagnostic Tools (RDT)
|
|
|
CORBA
Alarm IRP manager (CIRPM)
|
|
|
SNMP
Manager (SNMPM)
|
|
|
Text
Alarm Toolkit, Runtime (TXTR)
|
|
|
Basic
OSS Administration (BOA)
|
|
|
Command
Handling, Winfiol (WFIOL)
|
|
|
External
Access Module (EAM)
|
|
|
Fault
Management Basic (FMB)
|
|
|
Premium
Feature Package
|
|
|
INF
202 1325/NC1
|
BTS
Configuration Management (BCM) SS+BSS
|
|
INF
202 1328/NC1
|
Measurement
Result Recording (MRR) SS+BSS
|
|
INF
202 1338/NC1
|
Network
Statistics Analyzer (NWS-A) SS+BSS
|
|
INF
202 1342/NC1
|
Performance
Statistical Alarms (PSA) SS+BSS
|
|
INF
202 1318/NC1
|
Radio
Network Recording (RNR) SS+BSS
|
|
INF
202 1340/NC1
|
Statistical
Gateway (SGw) SS+BSS
|
|
INF
202 1051/NU
|
Report
Generator, Business Objects
|
|
INF
202 1341/NC1
|
Statistical
Data Mart (SDM) SS+BSS
|
|
INF
202 1339/NC1
|
Statistical
Measurement Initiator and Administration (SMIA) SS+BSS
|
|
FAJ
122 474
|
Frequency
Allocation Support Upgrade
|
|
FAJ
122 477
|
Neighboring
Cell Support - GSM, Upgrade
|
|
FAJ
122 631
|
Traffic
Estimation Tool, Upgrade
|
|
Purchased
GSM BSS Software Features
|
|
|
Ericsson
Part #
|
Description
|
|
Basic
Software
|
|
|
FAP
131 177
|
BSS
Basic R12 SW Package
|
|
FAJ
121 21 /1
|
BTS
- Short Time to Operation
|
|
FAJ
121 22 /1
|
Support
of AXE 810 - APG40
|
|
FAJ
121 23 /1
|
Support
of AXE 810 - APT1.5
|
|
FAJ
121 24 /1
|
Increased
Capacity on Abis
|
|
FAJ
121 26 /1
|
Transcoder
Pool Handling
|
|
FAJ
121 27 /1
|
Easy
Handling of Managed Objects
|
|
FAJ
121 28 /1
|
BSS
R9 System Improvements
|
|
FAJ
121 30 /1
|
High
Speed Signaling Link
|
|
FAJ
121 050/1
|
BSS
R9.1 System Improvements
|
|
FAJ
121 054
|
Frequency
Hopping on 32 Frequencies
|
|
FAJ
122 1093/1
|
Local
Synchronization Reference
|
|
FAJ
122 117/1
|
Flexible
Channel Allocation
|
|
FAJ
122 151/2
|
Software
Load of RBS 2000
|
|
FAJ
122 152/2
|
Flexible
SDCCH Handling
|
|
FAJ
122 155/2
|
Software
Load of RBS 200
|
|
FAJ
122 165/1
|
RBS
2000 Digital Path Supervision
|
|
FAJ
122 180/2
|
Channel
Event Recording
|
|
FAJ
122 181/1
|
Handover
of Traffic at Channel Blocking
|
|
FAJ
122 195/1
|
Alarm
Co-ordination
|
|
FAJ
122 197/1
|
Alarm
Suppression
|
|
FAJ
122 199/2
|
Improved
Configuration of BTSs
|
|
FAJ
122 200/1
|
Improved
RBS 200 Software Download
|
|
FAJ
122 202/1
|
Data
Channels
|
|
FAJ
122 204/1
|
Support
of A5/1 Ciphering Algorithm
|
|
FAJ
122 205/1
|
Manual
Access Control
|
|
FAJ
122 209/2
|
Handover
in BSS
|
|
FAJ
122 210/2
|
Paging
|
|
FAJ
122 212/1
|
Radio
Link Failure Supervision
|
|
FAJ
122 213/1
|
Diversity
|
|
FAJ
122 219/1
|
Traffic
Channels Submultiplexing (3 PCM Time Slots per TRX)
|
|
FAJ
122 220/3
|
Supported
Combinations of Channel Types per TRX
|
|
FAJ
122 221/1
|
Switch
in RBS 200 (Transmission Radio Interface)
|
|
FAJ
122 226/1
|
AXE
10/IOG 11 Interface Towards OSS
|
|
FAJ
122 231/2
|
BSC
Supervision Functions
|
|
FAJ
122 233/3
|
Call
Path Tracing in BSC
|
|
FAJ
122 238/8
|
Traffic
and Event Measurements in BSC
|
|
FAJ
122 239/5
|
Cell
Traffic Recording
|
|
FAJ
122 240/1
|
Processor
and Exchange Load Measurements in BSC
|
|
FAJ
122 245/1
|
Automatic
Reconfiguration of BCCH and SDCCH
|
|
FAJ
122 246/1
|
Automatic
Reconfiguration of TRAUs (Transcoders)
|
|
FAJ
122 247/1
|
Redundant
Control of TRIs
|
|
FAJ
122 252/1
|
Subscriber
Identity Confidentiality, Use of TMSI
|
|
FAJ
122 253/1
|
Support
for SMS Point-to Point in BSS
|
|
FAJ
122 259/6
|
Locating
|
|
FAJ
122 264/1
|
Loudness
Adjustment in TRAU
|
|
FAJ
122 267/1
|
Multiple
Cells per TG
|
|
FAJ
122 273/2
|
Initiation
Handling of Cells
|
|
FAJ
122 274/2
|
RBS
200 Digital Path
|
|
FAJ
122 276/1
|
TRH
Load Regulation
|
|
FAJ
122 279/2
|
Undefined
Neighbouring Cells Recording
|
|
FAJ
122 281/1
|
Standby
Synchronization of the TRI
|
|
FAJ
122 282/1
|
TRH
Redundancy
|
|
FAJ
122 285/1
|
Combined
Control Channels
|
|
FAJ
122 286/1
|
Assignment
to Another Cell
|
|
FAJ
122 294/1
|
TRA
Software Handling
|
|
FAJ
122 296/3
|
Transceiver
Tester (TRXT) Controlled by BSC
|
|
FAJ
122 299/4
|
Mobile
Traffic Record
|
|
FAJ
122 300/1
|
Back-up
in Main Store
|
|
FAJ
122 305/1
|
TRA
in Pool Handling
|
|
FAJ
122 306/1
|
BSS
Connectivity Test
|
|
FAJ
122 309/1
|
PCM-B
Transmission Link
|
|
FAJ
122 311/1
|
Dynamic
Allocation of Transcoder Resources
|
|
FAJ
122 313/2
|
Release
of Sequential Events (FORLOPP)
|
|
FAJ
122 314/2
|
Shorter
Speech Interrupts at Handover
|
|
FAJ
122 316/1
|
MNC
Expansion
|
|
FAJ
122 352/1
|
Multidrop
at RBS 2301 (Micro)
|
|
FAJ
122 37/1
|
Selective
Restart
|
|
FAJ
122 382/1
|
Increased
number of neighbouring cells
|
|
FAJ
122 385/1
|
2
Mbit/s E1/G.703 Long Haul
|
|
FAJ
122 393/1
|
Multidrop
at RBS 2000 (Macro)
|
|
FAJ
122 396/2
|
Active
BA-list Recording
|
|
FAJ
122 397/1
|
Cell
Relocation Support Between BSCs
|
|
FAJ
122 416/1
|
Handling
of Synchronization Reference
|
|
FAJ
122 426/1
|
Handling
of RBS Capabilities
|
|
FAJ
122 431/1
|
Support
for Special Cell Configurations
|
|
FAJ
122 442/1
|
Improved
Handling of Emergency Calls in RBS
|
|
FAJ
122 443/1
|
TRC-BSC
Overload Control
|
|
FAJ
122 445/2
|
Managed
Object Recovery
|
|
FAJ
122 446/1
|
Improved
BSC-OSS Interworking
|
|
FAJ
122 447/2
|
Increased
Paging Capacity
|
|
FAJ
122 453/1
|
Handling
of External RBS Hardware
|
|
FAJ
122 516/1
|
Year
2000 compliance
|
|
FAJ
122 548/1
|
System
Information, XXX Xxxxx 0
|
|
XXX
000 000/0
|
XXX
Xxxxx 0 Support
|
|
FAJ
122 550/1
|
Switch
in RBS 2000 (DXU)
|
|
FAJ
122 557/2
|
Remote
function change
|
|
FAJ
122 557/3
|
Remote
function change
|
|
FAJ
122 580/1
|
Overload
Protection in TRH
|
|
FAJ
122 581/1
|
Flexible
Alarm Classification
|
|
FAJ
122 584/1
|
TMA
dual alarm
|
|
FAJ
122 59/1
|
TRH
Load Distribution
|
|
FAJ
122 610/1
|
Supervision
of Digital Paths Connected to the BTS
|
|
FAJ
122 699/1
|
Mix
of ETC-Types in BSC
|
|
FAJ
122 700/1
|
BTS
Backwards compatibility
|
|
FAJ
122 720/1
|
Enhanced
BTS Program & Load of RBS 2000
|
|
FAJ
122 830/1
|
External
Alarm Connection and Presentation Locally at Site
|
|
FAJ
122 87/1
|
Support
of 1,020 TRXs
|
|
FAJ
122 879/1
|
Optimized
default allocation of MAIO
|
|
FAJ
122 893/1
|
AXE
Hardware Inventory in BSC
|
|
FAJ
122 904/1
|
Double
BCCH Allocation (BA) Lists
|
|
FAJ
122 908/1
|
Support
for New BTS
|
|
FAJ
122 913/1
|
Immediate
Assignment of TCH
|
|
FAJ
122 915/1
|
Channel
Administration
|
|
FAJ
122 923/1
|
Differential
Channel Allocation
|
|
FAJ
122 994/1
|
Support
of A5/2 Ciphering Algorithm
|
|
BSS
Premium Software - Software CAP Features
|
|
|
BSS
Premium Software Package
|
|
|
FAJ
121 052/1
|
Multi
Band BSC
|
|
FAJ
121 053/1
|
Multi
Band Services
|
|
FAJ
121 055/1
|
AMR
|
|
FAJ
121 056
|
GPRS
coding scheme 3 and 4
|
|
FAJ
121 060/1
|
Flexible
Priority Handling of Packet DataChannels
|
|
FAJ
122 067/1
|
LAPD
Concentration
|
|
FAJ
122 072/1
|
OMT
License (BSS R9)
|
|
FAJ
122 078/1
|
Transmitter
Coherent Combining (TCC)
|
|
FAJ
121 32/1
|
Quality
of Service & Scheduling/64kbps
|
|
FAJ
121 50/1
|
Real
Time Event Data
|
|
FAJ
121 51/2
|
Flexible
Positioning Support
|
|
FAJ
121 52/1
|
Extended
Range Cell 121 km
|
|
FAJ
121 53/1
|
BCCH
in Overlaid Subcell
|
|
FAJ
122 89/1
|
LAPD
Multiplexing, RBS 2000
|
|
FAJ
122 256/1
|
Discontinuous
Transmission (DTX) Uplink
|
|
FAJ
122 260/3
|
Dynamic
MS Power Control
|
|
FAJ
122 284/5
|
SMS
Cell Broadcast
|
|
FAJ
122 287/1
|
Discontinuous
Transmission (DTX) Downlink
|
|
FAJ
122 288/1
|
Frequency
Hopping
|
|
FAJ
122 289/1
|
Handover
of SDCCH Priced
|
|
FAJ
122 290/2
|
Intra-cell
Handover
|
|
FAJ
122 315/1
|
Half
Rate Channels
|
|
FAJ
121 329/1
|
Enhanced
Full Rate (EFR)
|
|
FAJ
122 344/1
|
Transmission
Performance
|
|
FAJ
122 345
|
Remote
Operation and Maintenance Terminal
|
|
FAJ
122 357/1
|
1.5
Mbit/s T1/DS1 Long Haul
|
|
FAJ
122 381/1
|
NF
381.1 Adaptive Config of SDCCHs-
|
|
FAJ
122 395/1
|
Frequency
Allocation Support
|
|
FAJ
122 398/1
|
Frequency
re-configuration with minimum disturbance
|
|
FAJ
122 399
|
Statistics
Based on Measurement Results
|
|
FAJ
122 428/1
|
Advanced
Handling of Fast Moving Mobiles
|
|
FAJ
122 429/1
|
Handover
Power Boost
|
|
FAJ
122 430/1
|
Dynamic
Overlaid/Underlaid Subcells
|
|
FAJ
122 433/1
|
Efficient
Priority Handling
|
|
FAJ
122 435/1
|
Support
of Remote BSC
|
|
FAJ
122 438/2
|
High
Speed Circuit Switched Data (HSCSD)
|
|
FAJ
122 524/1
|
TX
- Diversity (2301 only)
|
|
FAJ
122 534/1
|
TX
Diversity (BSC SW)
|
|
FAJ
122 572/2
|
GPRS
Support per 64kbps
|
|
FAJ
122 573/1
|
HCS
supprt for m-layered ntwrks
|
|
FAJ
122 574/1
|
14.4
kbit/s Circuit Switched Data
|
|
FAJ
122 582/2
|
Dynamic
Half Rate Allocation
|
|
FAJ
122 583/1
|
SQS,
Speech quality supervision
|
|
FAJ
122 594/1
|
Software
Power Boost
|
|
FAJ
122 639
|
Mobile
Crosstalk Control (MCC)
|
|
FAJ
122 854/1
|
RBS
2000 synchronisation
|
|
FAJ
122 870/1
|
Flexible
MAIO Management
|
|
FAJ
122 909/1
|
Idle
Channel Measurement
|
|
FAJ
122 910/3
|
Dynamic
BTS Power Control
|
|
FAJ
122 911/1
|
Cell
Load Sharing
|
|
FAJ
121 588
|
U-TDOA
Support (Lb+ interface) - Added ($170)
|
|
INF
902 1817/1
|
Support
for 1024 cells in BSC - Added 2006
Addendum
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
48
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
|
BSS
Premium Optional Software Features - Purchased on some
sites
|
|
|
FAJ
121 353/1
|
AMR
Power Control
|
|
FAJ
121 358/1
|
AMR
Half Rate
|
|
FAJ
121 31/1
|
EDGE
SW including BTS EDGE SW and BSC EGPRS SW
|
|
FAJ121589/1
|
ECGI
Support in BSC per tru
|
|
FAJ121588/1
|
ECGI
Support in BSC per tru
|
|
Purchased
MSC Software
|
|
|
Ericsson
Part #
|
Description
|
|
Basic
Software
|
|
|
FAP
131 138
|
MSC
Basic R12 SW
|
|
FAJ
122 01/2
|
Basic
Traffic Control in MSC/VLR
|
|
FAJ
122 04/1
|
Roaming
in MSC/VLR
|
|
FAJ
122 06/1
|
Call
Routing
|
|
FAJ
122 07/1
|
IMSI
Attach/Detach
|
|
FAJ
122 08/2
|
Basic
Mobile Switching Services
|
|
FAJ
122 09/1
|
DTMF
Signalling
|
|
FAJ
122 17/6
|
Handover
in MSC/VLR
|
|
FAJ
122 18/4
|
Basic
Security Features in MSC/VLR
|
|
FAJ
122 24/3
|
Administration
of Data in MSC/VLR
|
|
FAJ
122 31/1
|
MS
Purging in MSC/VLR
|
|
FAJ
122 33/4
|
Performance
Management in MSC/VLR
|
|
FAJ
122 35/3
|
Handling
of Reset in MSC/VLR
|
|
FAJ
122 36/3
|
Tracing
|
|
FAJ
122 42/1
|
Activity
Supervision
|
|
FAJ
122 52/6
|
Base
Station System Application Part in MSC/VLR
|
|
FAJ
122 120/2
|
ANSI
ISUP
|
|
FAJ
122 131/1
|
Definition
of Geographical Locations
|
|
FAJ
122 132/1
|
Provision
of Location
|
|
FAJ
122 158/1
|
Load
Management
|
|
FAJ
122 159/2
|
Test
and Fault Management
|
|
FAJ
122 175/1
|
Analogue
Test Telephone
|
|
FAJ
122 188/1
|
GSM
phase 2 signalling for supplementary services
|
|
FAJ
122 222/3
|
Support
of Multiple Speech Coders
|
|
FAJ
122 295/1
|
Automatic
Lifeline Testing
|
|
FAJ
122 296/1
|
Automatic
Backup Handling
|
|
FAJ
122 328/1
|
MNC
Expansion
|
|
FAJ
122 341/1
|
Application
Modularity (AM) in AXE
|
|
FAJ
122 379/1
|
ISUP
Monitor
|
|
FAJ
122 479/1
|
7-Digit
Dialing
|
|
FAJ
122 598/3
|
Remote
Software Change
|
|
FAJ
122 623/1
|
Keeping
of VLR Data
|
|
FAJ
122 662/1
|
Duplication
of Recordable Phrases
|
|
FAJ
122 826/1
|
Back-Up
in Main Store
|
|
FAJ
122 880/1
|
TCP/IP
support in MSC
|
|
FAJ
122 897/1
|
AXE
Hardware Inventory
|
|
FAJ
122 919/1
|
Common
Channel Signalling System No. 7, ITU Type
|
|
FAJ
122 920/1
|
Common
Channel Signalling System No. 7, ANSI Type
|
|
FAJ
122 922/4
|
Mobile
Application Part (MAP)
|
|
FAJ
122 926/5
|
AXE
Hardware Supported by MSC/VLR
|
|
FAJ
122 948/1
|
Roaming
between GSM and WCDMA
|
|
FAJ
122 949/2
|
Media
Gateway Selection
|
|
FAJ
122 953/1
|
Datacom
Base
|
|
FAJ
122 957/2
|
Basic
Charging
|
|
FAJ
000 0000/1
|
Message
at Call Set-up
|
|
FAJ
000 0000/1
|
Support
for Automatic Correction Deployment
|
|
FAJ
122 1071/1
|
Equal
Access in MSC
|
|
FAJ
122 1073/1
|
Feature
Group B and D
|
|
FAJ
122 1076/1
|
Transmission
Maintenance of T1
|
|
FAJ
122 1086/1
|
SS7
Performance Management
|
|
FAJ
122 1087/1
|
R1
Signaling
|
|
FAJ
122 1132/2
|
Release
of sequential events (Forlopp)
|
|
FAJ
122 1150/1
|
Propagation
Delay Determination Procedure in MTS
|
|
FAJ
122 1151/3
|
ETSI-ISUP
(ISUP 4.6)
|
|
FAP
131 137
|
MSC
Extended Basic R10 SW Package
|
|
FAJ
122 03/1
|
Transmission
Performance Supervision of T1 Trunks
|
|
FAJ
122 11/3
|
Call
Forwarding Services in MSC/VLR
|
|
FAJ
122 13/2
|
Call
Barring Services in MSC/VLR
|
|
FAJ
122 20/1
|
Accounting
|
|
FAJ
122 55/1
|
Announcement
on ringtone time out
|
|
FAJ
122 68/2
|
Fax
Service
|
|
FAJ
122 69/2
|
Call
Waiting and Call Hold
|
|
FAJ
122 90/1
|
Multi
Party Service
|
|
FAJ
122 91/2
|
Calling
Line Identification Services
|
|
FAJ
122 93/3
|
Operator
Determined Barring in MSC/VLR
|
|
FAJ
122 97/1
|
Announcement
at Disconnection (Post Answer)
|
|
FAJ
122 99/1
|
Routing
of Call from a Grey listed IMEI
|
|
FAJ
122 108/1
|
FTAM
|
|
FAJ
122 141/1
|
SS7
Supervision
|
|
MSC
Premium Software - Software CAP Features
|
|
|
MSC
Premium Software Package
|
|
|
FAJ
122 15/4
|
Advice
of Charge in MSC/VLR
|
|
FAJ
122 63/1
|
National
Roaming
|
|
FAJ
122 66/5
|
Short
Message Services
|
|
FAJ
122 73
|
Single
Personal Number in MSC/VLR
|
|
FAJ
122 85/1
|
MAP
based interface MSC/VLR-EIR
|
|
FAJ
122 86/2
|
MAP
based interface MSC/VLR-SMS-C
|
|
FAJ
122 95/2
|
Dual
Numbering in MSC/VLR
|
|
FAJ
122 129
|
Geographical
Differentiated Charging
|
|
FAJ
122 130/1
|
Handling
of Half Rate
|
|
FAJ
122 138/1
|
Local
Subscription
|
|
FAJ
122 139/1
|
Regional
Subscription
|
|
FAJ
122 177
|
Unstructured
SS Data in MSC/VLR
|
|
FAJ
122 207
|
Support
of Multiple Frequency Bands in MSC/VLR
|
|
FAJ
122 329/1
|
Support
for Subscription Type Dependent Analysis
|
|
FAJ
122 339
|
HLR
Initiated Call Tear Down
|
|
FAJ
122 354/1
|
Linking
of Call Data Records in MSC and SSF
|
|
FAJ
122 448/1
|
Linking
of Call Data Records Inter - MSC
|
|
FAJ
122 460/1
|
Account
Codes in MSC/VLR
|
|
FAJ
122 468
|
Local
Number Portability
|
|
FAJ
122 469
|
Mobility
Related Triggers in MSC/VLR
|
|
FAJ
122 493
|
Call
in Progress Tone
|
|
FAJ
122 500/1
|
Geographic
Co-ordinates in MSC/VLR
|
|
FAJ
122 514/1
|
ANSI-/ITU
SCCP Overhead Converter
|
|
FAJ
122 525/2
|
FCC
E911 Service
|
|
FAJ
122 535/2
|
Event
Triggered Call Data Record
|
|
FAJ
122 568/4
|
Legal
Intercept in MSC/VLR
|
|
FAJ
122 587/1
|
IAS
Central Access Server
|
|
FAJ
122 611
|
Support
of GPRS Mobiles in Operation Mode Aor B
|
|
FAJ
122 619/1
|
eMLPP
|
|
FAJ
122 624/2
|
Support
of Mobile Traffic Recording
|
|
FAJ
122 861/1
|
Enhanced
Emergency Call Routing
|
|
FAJ
122 883
|
Flexible
Varable Phase handling for Announcement Services
|
|
FAJ
122 898/1
|
Mobile
Cross-Talk Control for Echo Cancellers
|
|
FAJ
122 899/2
|
Radio
Network Call Release Reason in CDR
|
|
FAJ
122 927/1
|
Gateway
Message Screening
|
|
FAJ
122 935/1
|
Internet
IWF
|
|
FAJ
122 954
|
High
Speed datacom Service
|
|
FAJ
122 984
|
Hot
Billing
|
|
FAJ
000 0000/1
|
SMS
Contents Based Charging
|
|
FAJ
122 1011/2
|
Positioning
|
|
FAJ
122 1016
|
Support
of Equivalent PLMN
|
|
FAJ
122 1021
|
Support
for Text Telephony (TTY)
|
|
FAJ
000 0000
|
Mobile
Subscriber Priority Level for Channel Allocation
|
|
FAJ
122 1131/1
|
Enhanced
IMEI check
|
|
FAJ
122 1155/4
|
Circuit
Pool Handling
|
|
FAJ
000 0000
|
Indication
of Mobile Tariff Area to Mobile Subscriber
|
|
FAJ
122 1159/1
|
Supervision
and disconnection of long duration cal
|
|
FAJ
121 301/1
|
CAMEL
Phase 3 Support (Added 2006)
|
|
FAJ
121 331/1
|
Optimal
Routing at Late Call Forwarding (Added 2006)
|
|
FAJ
121 396/1
|
Wireless
Priority Service - Initial Operating Capability (Added
2006)
|
|
FAJ
122 499/1
|
Extended
CAMEL Support (Added 2006)
|
|
FAJ
122 618/2
|
CAMEL
Phase 2 Support (Added 2006)
|
***Information
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.
RCC
and
Ericsson Confidential & Proprietary
Restated
and Amended Master Purchase Agreement
49
CONFIDENTIAL
TREATMENT REQUESTED Exhibit 10.11(c) Redacted
EXHIBIT
F
REDACTED
COPY
OF
RESTATED
AND AMENDED MASTER PURCHASE AGREEMENT
See
Attached.
