Exhibit Xx. 00.0
Xxxxx
Xxxxxxxxx Xx. 0 to Product Attachment
Carrier Networks Products
Page 1
AMENDMENT No. 3 TO PRODUCT ATTACHMENT
CARRIER NETWORKS PRODUCTS
BETWEEN
NORTHERN TELECOM INC.
AND
FOCAL COMMUNICATIONS CORPORATION
THIS AMENDMENT No. 3 TO PRODUCT ATTACHMENT, Carrier Networks Products, is dated
effective as of January 1, 1999, (the "Amendment No. 3"), is by and between
Northern Telecom Inc. ("Nortel") and Focal Communications Corporation ("Buyer"),
and amends the Product Attachment, dated January 21, 1997 (the "Product
Attachment"), as amended by Amendment No. 1 to Product Attachment, dated June
10, 1997 (the "Amendment No. 1"), and Amendment No. 2 to Product Attachment,
dated March 6, 1998 (the "Amendment No. 2"), which is attached to the Network
Products Purchase Agreement Number JRD0197FCC, dated January 21, 1997 ("NPPA"),
as amended by Amendment No. 1 to the Network Products Purchase Agreement Number
JRD0197FCC, dated June 10, 1997 ("Amendment No. 1 NPPA"), by and between Nortel
and Buyer;
WHEREAS, the parties wish to amend the Product Attachment, as amended, and the
Schedule A attached thereto to reflect Buyer's new commitment; and
NOW, THEREFORE, for the consideration shown below, the parties hereby amend the
Product Attachment and Schedule A as follows:
1. Article 1, Incorporation by Reference, is hereby amended to read as
follows:
1. INCORPORATION BY REFERENCE
--------------------------
This Product Attachment, as amended, shall be incorporated into and made a
part of the NPPA by and between Nortel and Buyer.
2. Article 2, Definitions, is hereby amended to include the following
definitions:
"Class 4 Switching Products and Services" shall mean Products and Services
supporting a toll center or toll point in the North American long distance
switching hierarchy.
Focal
Amendment No. 3 to Product Attachment
Carrier Networks Products
Page 2
"Class 5 Switching Products and Services" shall mean Products and Services
supporting an end office, a local central office or exchange in the North
American hierarchy.
"Third Party Hardware" shall mean any hardware not of Nortel's manufacture
which shall be deemed to include any such hardware which Nortel adds to its
generally available Third Party Hardware price lists or so identifies to
Buyer.
"Third Party Software" shall mean any Software not owned by Nortel which is
included within licensed Software or non-licensed Software.
3. "Product Attachment Term", as defined in Section 2.0, "Definitions" is
amended and restated to read:
"Product Attachment Term" shall mean the period of time commencing upon
January 1, 1999, and shall expire thirty six (36) months thereafter.
4. Section 3, entitled "Scope", in the Product Attachment is amended and
restated as follows:
(a) The parties agree that Buyer's Commitment Amount as set forth in
Section 3 of Amendment No. 2 is hereby deemed satisfied in full for
all Orders received and accepted by Nortel from Buyer as of December
31, 1998.
(b) Buyer shall issue Orders for delivery and installation of the Products
listed in the attached Schedule A, in the minimum amount of Twenty
Five Million Dollars ($25,000,000.00) every twelve (12) months during
the Product Attachment Term, for a total minimum commitment amount of
Seventy Five Million Dollars ($75,000,000.00) during the Product
Attachment Term (the "Commitment Amount"). Buyer shall pay the
prices, fees and charges for the Products in accordance with Section 7
of this Product Attachment.
(c) In the event that Buyer does not purchase a minimum of Twenty Five
Million Dollars ($25,000,000.00) in Product every twelve months during
the Product Attachment Term, Nortel shall invoice annually and Buyer
shall pay *** of the difference between Twenty Five Million Dollars
($25,000,000.00) and the amount actually spent by Buyer during that
twelve (12) month period of time, within thirty (30) days from the
date of invoice.
(d) In the event that Buyer exceeds the purchase amount of Twenty Five
Million Dollars ($25,000,000.00) in Product every twelve (12) months
during the Product Attachment Term, Buyer shall receive an annual
credit
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**Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
Focal
Amendment No. 3 to Product Attachment
Carrier Networks Products
Page 3
to be applied to Buyer's subsequent purchases of any Optional Software
described in Schedule A, Part III, Section 1.0 and to any Software
Upgrades described in Schedule A, Part I, Section 1.4, excluding any
required hardware for feature functionality (the "Software Credit").
Such Software Credit shall be equal to *** of the dollar amount over
and above Twenty Five Million Dollars ($25,000,000.00), ***. Upon the
expiration of the Product Attachment Term contemplated by this
Amendment No. 3, all remaining Software Credits shall expire.
(e) Buyer may issue Orders for DMS-500 Optional Hardware at Nortel's then
current prices ("Optional Hardware") and Optional Software, as
described in the attached Schedule A, Part III, Section 1.0 ("Optional
Software"), from time to time during the Product Attachment Term.
Buyer shall receive a *** discount on the prices, fees and charges for
any DMS-500 Optional Hardware and/or Optional Software Order issued
prior to the date of shipment for the DMS-500 Initial System upon
which such DMS-500 Optional Hardware and/or Optional Software will be
installed. Otherwise, Buyer shall receive a *** discount on the
prices, fees and charges for any DMS-500 Optional Hardware and/or
Optional Software Order issued at any other time during the Product
Attachment Term. Such discounts shall not apply to Third Party
Hardware and Third Party Software.
(f) Buyer shall receive a one (1) time *** discount on the initial
Merchandise Order issued by Buyer during each quarter during the
Product Attachment Term, and a *** discount on all subsequent
Merchandise Orders issued by Buyer during each quarter during the
Product Attachment Term.
(g) No later than November 1st of each year during the Product Attachment
Term, Buyer shall provide to Nortel a written forecast listing the
Products that Buyer intends to order for delivery and installation
during the following twelve (12) months of the Product Attachment Term
(the "Annual Forecast"). The initial Annual Forecast is set forth in
the attached Schedule C. Buyer may revise its then-current Annual
Forecast from time to time, and, upon submission of the revised Annual
Forecast to Nortel, each such revised Annual Forecast shall supercede
all Annual Forecasts that were previously submitted to Nortel.
(h) Nortel shall perform an in-process and quality audit for each and
every Initial System purchased and installed hereunder prior to the
Turnover
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**Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
Focal
Amendment No. 3 to Product Attachment
Carrier Networks Products
Page 4
Date as described in Section 8 of this Product Attachment. Also,
Nortel shall perform a quality audit for each and every Extension
purchased and installed hereunder prior to the Turnover Date.
(i) During the Product Attachment Term, Buyer shall purchase from Nortel
all of Buyer's requirements for "Class 4" and "Class 5" switches (as
those terms are used in the telecommunications industry), except that
Buyer shall be relieved of Buyer's obligation to purchase its
requirements for "Class 4" and "Class 5" switches in the event that
Buyer acquires or merges with an entity which, at the time of the
merger and acquisition, operates "Class 4" and "Class 5" switches not
manufactured by Nortel.
(j) In the event that Nortel, through no fault other than its own, fails
to effect Turnover of an Initial System no later than one hundred
twenty (120) days after the date upon which the Installation Services
commenced, Nortel shall pay to Buyer, as liquidated damages and not as
a penalty, and as Buyer's sole and exclusive remedy, the amount of
*** per day for each day that Turnover is delayed beyond such one
hundred twentieth (120th) day. In no event shall Nortel's liability
under this provision exceed *** for each Initial System ordered by
Buyer hereunder.
(k) Buyer may issue an Order for Extension Ports in the increments set
forth and as described in Schedule A, Part IV, Sections 1.1 and 1.3,
during the Product Attachment Term ("Extension Ports"). If Buyer
issues an Order each calendar year during the Product Attachment Term
for such Extension Ports and Nortel receives such Order between
January 1st and June 30th, Buyer shall receive a five percent (5%)
discount off the price of each Extension Port increment. Nortel shall
issue an invoice for each Extension Port Order upon the earlier of (i)
date of shipment of such Order, or (ii) December 1st of that calendar
year, and Buyer shall pay the invoiced amount within thirty (30) days
after the date of invoice. If Buyer fails to pay such invoice within
thirty (30) days after the date of invoice, Nortel shall add the five
percent (5%) discount back into the price of the Extension Ports and
issue an additional invoice for payment of such five percent (5%) of
the purchase price of the Extension Ports. All Extension Port Orders
issued by Buyer and received by Nortel after June 30th of a calendar
year shall be subject to the pricing set forth in Schedule A, Part IV,
Section 1.3. Buyer shall pay the prices, fees and charges for the
Extension Ports ordered after June 30th of a calendar year, in
accordance with Section 7 of this Product Attachment.
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**Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
Focal
Amendment No. 3 to Product Attachment
Carrier Networks Products
Page 5
(l) If Buyer purchases a DMS Initial System during the Product Attachment
Term of this Agreement and Nortel, within ninety (90) days after the
Turnover Date of such DMS Initial System, makes generally available to
its customers a more current NCS (Local Side Only) DMS Software load
release ("New Software Load"), Buyer may notify Nortel that Buyer
desires to upgrade such DMS Initial System to the New Software Load.
Nortel shall install the New Software Load upon Buyer's DMS Initial
System ordered within the previous ninety (90) days only at no
additional charge; provided, that Buyer issues an Order for
installation of and pays the licensing fees and applicable charges for
the New Software Load upgrade for Buyer's entire network of DMS
systems. Nortel will invoice and Buyer shall pay for any additional
Hardware required to upgrade the DMS Initial System and Buyer's
network to the New Software Load. Buyer shall pay all prices, fees and
charges in accordance with Section 7 of this Product Attachment.
(m) Buyer may issue a written Order for a trial license of the DMS-500
Software SOC Features as described in Schedule A, Part III, Section
1.0 ("Software SOC Features"), for a period of thirty (30) days from
the parties' mutually agreed to date of commencement of the trial
("Trial Period") upon a DMS-500 Initial System at Buyer's facilities
("SOC Trial"). The following additional terms and conditions shall
apply:
1. The SOC Trial shall not be used by Buyer for generating or
producing revenue and shall only be used for the purpose of
testing features and/or services which Buyer may wish to deploy
in its network. In the event that Buyer uses any and/or all of
the Software SOC Features during the SOC Trial for the purpose of
producing revenue at any time during the Trial Period, Nortel
shall invoice Buyer, and Buyer shall pay to Nortel within thirty
(30) days of the date of such invoice Nortel's then current
Software licensing fees for the Software SOC Features installed
upon the applicable DMS-500 Initial System.
2. Nortel will license to Buyer during the Trial Period any
additional Software features required for the Software SOC
Features functionality during the SOC Trial.
3. Upon the expiration of the SOC Trial, Buyer shall provide Nortel
with written notice of Buyer's intent to continue to license or
discontinue to license and use the Software SOC Features. If
Buyer's intent is to continue the license of the Software SOC
Features or if Buyer fails to notify Nortel of Buyer's intent
upon the expiration of the Trial Period, Nortel shall invoice and
Buyer
Focal
Amendment No. 3 to Product Attachment
Carrier Networks Products
Page 6
shall pay the licensing charges and fees for the Software SOC
features within thirty (30) days after the date of invoice. If
Buyer's intent is to discontinue the license, Buyer shall grant
Nortel access to the DMS-500 Initial System to terminate Buyer's
license and use of such Software SOC Features.
4. Title to the Software SOC Features shall remain solely and
exclusively vested in Nortel and Buyer's rights therein shall be
limited to a right to use such Software SOC Features in
accordance with the terms of the Software License set forth in
Section 10 only for as long as Buyer uses the DMS-500 Initial
System.
5. Nortel shall be granted access to the DMS-500 Initial Systems
upon a monthly basis for the purpose of polling the Software that
Buyer is operating upon such Systems.
5. Section 11, entitled "Additional Terms", in the Product Attachment is
amended and restated as follows:
(c) In the event that Nortel elects to discontinue the manufacture of any
Product described in the attached Schedule A at any time during the
seven (7) years following the Turnover Date of each Initial System
ordered hereunder, then Nortel shall provide Buyer with written notice
of such discontinuance at least twelve (12) months prior to the
scheduled date of such discontinuance. During the twelve (12) month
period following Buyer's receipt of such notification from Nortel,
Buyer may order and Nortel shall deliver as much of the Products
described in the attached Schedule A as Buyer reasonably requires at
the then current prices and/or licensing fees. Nothing herein shall
be construed so as to require Nortel to continue to manufacture any
Products described in the attached Schedule A.
(d) Deleted.
6. All provisions of Schedule A as attached to the Product Attachment are
hereby deleted and replaced with the Schedule A attached hereto.
7. Schedule C to the Product Attachment is hereby deleted and replaced with
the Schedule C attached hereto.
Focal
Amendment No. 3 to Product Attachment
Carrier Networks Products
Page 7
Except to the extent modified herein, all other terms and conditions of the
Product Attachment shall remain unchanged and in full force and effect.
NORTHERN TELECOM INC. FOCAL COMMUNICATIONS
CORPORATION
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Signature Signature
Name: /s/ Xxxxxxx X. Xxxx Name: /s/ Xxxx X. Xxxxxxxx
------------------------------ ------------------------------
Print Print
Title: /s/ President - Global Title: E.V.P. - C.O.D.
Carrier Sound -----------------------------
-----------------------------
Date: 3/25/99 Date: 3/25/99
------------------------------ ------------------------------
Focal Communications, Inc.
Amendment No. 3 (1999) to Product Attachment
Carrier Product Attachment
Schedule A/Page 1
Schedule A
Part I. DMS-500 Initial System
(DMS-500 Switching System)
Nortel shall engineer each Initial System ordered hereunder in accordance with
Nortel's standard engineering practices and procedures, and thereafter Nortel
shall provide Buyer with a detailed list of the components of such Initial
System.
1.0 Initial System DMS-500
1.1 The following represents the SuperNode Equipment that will be
delivered with the Initial System DMS-500 switch:
. One (1) SuperNode equipped with BRISC-70EM and three (3) additional
memory cards per plane along with a spare NT9X14EA.
. One (1) Two-frame 128k ENET provisioned to support the proposed
switch configuration and three (3) CCTS 128K fiber management bays.
. One (1) Link Peripheral Processor (LPP)
. Eight (8) Channelized Access (LUI - NTEX26AA) links for SS7
. Two (2) Network Interface Unit (NIU)
. One (1) XLIU
. One (1) EIU NT9X84AA - Ethernet interface card, One (1) NT9X85AA -
Ethernet AUI paddleboard, One (1) NTEX22BB - Integrated Processor,
NT9X0190 - Cable for above cards, B0229786 - Cable for above cards
. Thirty (30) Digital Trunk Equipment ISDN (DTEI) frames
. Twenty-two (22) Digital Trunk Controller (DTC7) modules Wired and
Equipped for 10,560 Local SS7 ports.
. Thirty-eight (38) Digital Trunk Controller ISDN (DTCI) modules
for local PRI trunks Wired and Equipped for 18,240 ports.
. Three (3) Multi-Vendor Interface Equipment (MVIE) frames
. Six (6) SMA2 modules Wired and Equipped for 480 TR-303 ports per
module (2,880 total) to provide host-remote interface for Nortel
AccessNode/AccessNode Express.
. Class Modem Resources (CMR) packs for each module.
. ISDN Ready.
. (2) D-Channel Handlers per SMA2.
. All peripherals are equipped with XPM+ hardware.
. One (1) Input Output Equipment (IOE) frames equipped with:
. One (1) 2 GB Distributed Processing Peripheral (DPP)
. Two (2) IOM modules each equipped with One (1) DAT, Two (2) DDU,
Two (2) Storage Media cards and four (4) I/O controllers supporting
16 input output ports.
. Two (2) MISC frame equipped with (4) 500W inverters, 1 GDC rack
mounted modem shelf, and 3 rack mounted modems dedicated for
Northern Telecom use.
Proprietary and Confidential Information of Nortel
Focal Communications, Inc.
Amendment No. 3 (1999) to Product Attachment
Carrier Product Attachment
Schedule A/Page 2
Schedule A
Part I. DMS-500 Initial System
(DMS-500 Switching System)
. Three (3) ISME frames equipped with standard DMS-500 test and
maintenance circuit packs, including, eight (8) Enhanced digital
Recorded Announcement Machines (EDRAMs), four (4) Conference Trunk
Modules (CTMs) along with the following quantity of service
circuits:
NTPEC DESCRIPTION DMS-500 STANDARD REQUIRED
NT0X10AA Misc Scanner 5 7
NT1X54AA Xxxx Ended Trunk LOC 2W22 2 4
NT1X80AA 102 Test 1 2
NT2X10BB Multi-Line test Xxxx 0 0
XX0X00XX Xxxxx-xxxx Xxx Xx XXX XXX 0 0
XX0X00XX DIG 4 CH MF REC 1 1
NT2X57AA SD Card 1 2 5
NT2X71AA Transmission Term Optional 4
NT2X72AA 4W E&M type 1 Xxxxxx 000 0 0
XX0X00XX Xxxx ground Test Line 1 1
NT2X81AA TRK 2W E&M 900 OHM 1 1
NT2X90AD Incoming / Outgoing Test 4 4
NT3X09BA 8*8 Matrix CP 1 2
NT3X68AB DTMF 1 1
NT3X68AC CWT 2 2
NT3X82AH OAU Dead SYS Alarm 2 2
NT3X83AC OAU Alarm Transfer 1 1
NT4X45AA Enhanced DTU 6 5
NT5X29AC CTS Tone Det DTMF Tone Ge 1 1
NT5X30BA Comm Trunk T101 3 4
. One (1) Meridian Cabinet Spare Storage (MCSS) cabinet to house
switch spares.
. Three (3) Power Distribution Center (PDC) frame equipped with "A"
and "B" feed fuse panels & fuses as required.
. Miscellaneous Switch Room Equipment as follows:
. Two (2) Maintenance and Administration Position (MAP)
. Two (2) VDU terminals
. Two (2) RTIF terminals
. Two (2) MAP printer
. Two (2) MAP furniture
. Three (3) sets of documentation on CD-ROM disk
. Two (2) M5317-TX (B0249893-NTWA00BA) and two (2) NT-1 interfaces
(TEC01910-NTBX80CA) for ISDN line testing.
. Nortel will provide ADC - 84 PW DSX panels and Relay Rack Equipment
to support the switch side termination of the DMS-500. Cables need
to be stitched at DSX. Six (6) Inch Relay Rack Spacers will be
provided.
. Nortel Modular MDF Frame (Part # 000-0000-000; Xxxxx - CPC A0337718)
to support the above configuration.
Proprietary and Confidential Information of Nortel
Focal Communications, Inc.
Amendment No. 3 (1999) to Product Attachment
Carrier Product Attachment
Schedule A/Page 3
Schedule A
Part I. DMS-500 Initial System
(DMS-500 Switching System)
. (100) person days of selectable training.
. Standard DMS-500 Software load as set forth in Part II or the most
currently, generally available load.
. Nortel's standard compliment of one (1) spare per unique circuit
pack for the DMS-500 Initial System and a total of ten (10) Data
Cartridges and five (5) Filters per Frame with a cooling unit.
1.2 Initial System DMS-500
The price for the Initial System DMS-500 equipped and wired as
described in Section 1.1 above, and the Standard Software licensing
fee is ***.
1.3 Power Plant to support the above DMS-500 Initial System (Optional):
1.3.1 Power Plant
The Power Plant includes batteries, rectifiers, power board equipment.
Power plant sized at an initial load of 1200 Amps, per Buyer request.
Battery strings are provisioned for a four (4) hour reserve period.
The Power Plant provided meets both Seismic and Non-Seismic
requirements.
Nortel will provide a 480VAC Power Plant and Batteries as outlined in
Power quote PED08154.4. In addition, per contract, two (2) new version
BDFB are to be provided with 20-20 amp fuses and 20-30 amp fuses.
Battery disconnects (one (1) per string), low voltage disconnect and
an Infrared scan will be performed.
The price for the Power Plan (PED08154.4) is ***.
1.3.2 Battery Distribution Fuse Bay
The price for two (2) Battery Distribution Bays ("BDFB") is *** in
addition to the above power quote.
Proprietary and Confidential Information of Nortel
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*** Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
Focal Communications, Inc.
Amendment No. 3 (1999) to Product Attachment
Carrier Product Attachment
Schedule A/Page 4
Schedule A
Part I. DMS-500 Initial System
(DMS-500 Switching System)
1.4 Software Upgrades for the DMS-500 Initial System (Optional):
The following prices for DMS-500 Software Upgrades do not include
Gating Hardware. However, the prices do include Engineering and
Installation for the Software Upgrade. If Buyer does not purchase
Software Upgrades that maintain the CSP load within three (3) Software
loads of the most current Software load, a re-certification charge
will be accessed upon Buyer's Order the next Software Upgrade.
1.4.1 The price for the NCS09 (LLT00009-Local/Toll) to NCS10
(LLT00010-Local/Toll)Generic Software Upgrade is ***.
1.4.2 The price for the NCS09 (LLT00009-Local/Toll/LD) to NCS10
(LLT00010-Local/Toll/LD) Generic Software Upgrade is ***.
1.4.3 The price for the NCS09 (LLT00009-Local/Toll) to NCS11
(LLT00011-Local/Toll) Generic Software Upgrade is ***.
1.4.4 The price for the NCS09 (LLT00009-Local/Toll/LD) to NCS11
(LLT00011-Local/Toll/LD) Generic Software Upgrade is ***.
*Sections 1.4.1 through 1.4.4 reference Weekday one night processing
fee ("ONP"). If the Software upgrade is scheduled for a Weekend ONP,
depending on availability, the price will increase by ***.
Proprietary and Confidential Information of Nortel
-------
*** Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
Focal Communications, Inc.
Amendment No. 3 (1999) to Product Attachment
Carrier Product Attachment
Schedule A/Page 5
Schedule A
Part II. DMS-500 Standard Software Features
1.0 DMS-500 Standard Software Features
1.1 Nortel may deliver Software ordered hereunder in a single Software
load which may include Software which Buyer has not yet licensed
("Non-licensed Software"). Except as set forth in Section 1.2 below,
Buyer shall not be entitled to use such Non-licensed Software, until
such time as the applicable right to use fees are paid by Buyer
pursuant to Section 1.5.
1.2 Upon Buyer's placement of any Non-licensed Software in revenue
generating service, Buyer shall pay the applicable right-to-use fees
for such Non-licensed Software pursuant to this Agreement, except as
described in Section 1.2. Buyer shall also have the option to pay the
applicable right-to-use fees for any Non-licensed Software upon
installation of a Software load containing such Non-licensed Software.
For any Non-licensed Software that is installed and added pursuant to
a product computing module load ("PCL") and or non-computing module
load ("NCL"), if any, the right-to-use fees shall be the list price
for such feature in effect as of the date of activation.
1.3 To ensure Buyer's proper activation and/or usage of the appropriate
Software, Buyer shall properly notify Nortel at the address specified
in Section 9 of this Product Attachment to the attention of Director,
Sales Engineering, prior to the activation and/or usage by Buyer of
any Software. Buyer shall identify all Software being activated and/or
used (including the number of units activated, if applicable) in each
Initial System.
1.4 Nortel shall promptly review notification from Buyer provided pursuant
to Section 1.4 above and identify any applicable prerequisite
Equipment or Software required by Buyer prior to activation and/or
usage of the applicable Software. Nortel shall respond to Buyer's
written notice by means of a price quotation. Such price quotation
shall include Nortel's consent to activate and/or use such Software or
notification that such Software requires engineering to determine
whether the current switch configuration will require additional
Equipment prior to activation and/or usage. Upon Buyer's written
acceptance of Nortel's price quotation, Nortel shall grant its consent
to Buyer to activate and/or use such Software prior to payment of the
applicable right-to-use fees. However, under no circumstances shall
such Software be activated and/or used by Buyer prior to Buyer's
acceptance of Nortel's price quotation. Nortel shall invoice Buyer for
all applicable right to use fees and associated feature activation
engineering charges. One hundred percent (100%) of such invoiced right
to use fees and engineering charges shall be due and payable within
thirty (30) days of the date of Nortel's invoice therefor.
1.5 Notwithstanding the foregoing, Buyer shall not be required to pay
additional right to use fees associated with the Software licensed
prior to the initial date of this Product Attachment.
1.6 Nortel reserves the right, every six (6) months to submit a written
report for each site containing a Software load. The written report
shall identify all Software activated and/or used (including the
number of incremental units activated, if applicable) by Buyer during
the applicable reporting period. Buyer shall audit the report against
Purchase Order(s) which have been submitted by Buyer and accepted by
Nortel during the applicable period to determine the existence of any
discrepancies. Buyer shall submit such audited written report to
Nortel at the address specified in Section 9 of this Product
Attachment to the attention of Director, Sales Engineering, within
thirty (30) days from receipt of such request.
1.7 Nortel also reserves the right to access by remote polling or to
conduct an on-site inspection of any site in which a Software load is
installed and/or to perform an on-site review of Buyer's books and
records related to such site to verify activation and/or usage of
Software.
Proprietary and Confidential Information of Nortel
Focal Communications, Inc.
Amendment No. 3 (1999) to Product Attachment
Carrier Product Attachment
Schedule A/Page 6
Schedule A
Part II. DMS-500 Standard Software Features
1.8 Nortel shall issue invoices, for any applicable prices, charges or
fees, in addition to those amounts previously invoiced, as a result of
Buyer's activation and/or usage of any Software that does not appear
on Nortel's written report or that appear as a result of Nortel's
remote polling of an Initial Systems.
1.9 Upon payment of the applicable right to use fees for Software
activated and/or used by Buyer, Buyer shall receive a non-exclusive
paid-up license to use such Software in accordance with the provisions
of this Agreement. Nortel may immediately terminate the applicable
license granted hereunder for Buyer's failure to pay the applicable
right to use fees for such Software which has been activated and/or
used.
1.10 The obligations of Buyer under this Section 1 shall without limitation
survive the termination of this Agreement and shall continue if the
Software is removed from service. Buyer agrees to indemnify Nortel or
Third Party Software Vendors as appropriate for any loss or damage
resulting from a breach of this Section 1.
Proprietary and Confidential Information of Nortel
Focal Communications, Inc.
Amendment No. 3 (1999) to Product Attachment
Carrier Product Attachment
Schedule A/Page 7
Schedule A
Part II. DMS-500 Standard Software Features
2.0 LLT00010 Software included in the DMS-500 Initial System
2.1 Software included in the DMS-500 Initial System
The following represents the LLT00010 Software packages that are included in the
price of the DMS-500 Initial System, described in Schedule A, Part 1, Section
1.0. The following is a list of Software only and does not include any/all
required Equipment to provide feature functionality.
S/W Package Description
----------- -----------
AIN00026 AIN Translation Simplification (Note 1)
BAS00001 Base Xxxx
BAS00002 Base ANI
BAS00003 Base Generic
BAS00004 Base OA&M
BAS00007 Base Logs
BAS00020 Base Flexible Bellcore AMA
BAS00028 Base DPP
BASE0001 Local Base
BASE0009 Base SN SR70
EQA00001 Equal Access Local
EQA00006 EQA C7ISUP InterLATA Connect-EO
EQA00008 EQA POTS IntraLATA Prim.I/XXXX Xxxx. EAEO
ISP700001 ISUP BASE
LOC00001 Local Services
LNP00100 LRN Software (Note 1)
MDC00001 MDC Base (100 Lines)
MDC00003 MDC Standard
NI000007 NIO ISDN Base (1100 ISDN lines, 1050 2B+D lines)
NI000008 NI0 NI-1 BRI
NI000009 NI0 NI-1 BRI Enhanced Maintenance
NI000010 NI0 NI-1 Packet Services
NI000011 NI0 NI-1 PRI
NI000022 NI0 ISDN PRI Base
NI000030 CNAM on PRI (80 T1's) (Note 2)
NPE00001 Numbering Plan Evolution 1
NPE00002 Numbering Plan Evolution 2
NPRI0001 PRI Network Interface
NTS00005 NTSE 800
NTS00023 800 Expansion (888)
RES00003 RES Disp Funct & Prvcy (for 100 lines)
RES00004 RES MDC Vice Mail
RES00006 RES RES Service Enablers
RES00022 RES Calling Name Delivery Blkng
RES00023 RES Calling Name Disp SW/TCAP (for 100 lines)
TEL00001 Telecom Layer
TEL00002 TEL CCS7 Channelized Access
TEL00008 XXX0 Xxxx
XXX00000 XXX Services
XXX00000 Xxxxx Xxxx Xxxx Xxxxxxxx
XXX00000 TEL C7 Routset Increment (unlimited usage)
Note 1: AIN00009, AIN00002, AIN00006, and AIN00007 at no charge for LNP0100 and
AIN translation simplification use only. Chargeable upon use for non-LNP0100
usage or non-AIN00026 AIN usage.
Note 2: Prerequisite Software for NI000030 (80 T1's) provided at no additional
charge
Proprietary and Confidential Information of Nortel
Focal Communications, Inc.
Amendment No. 3 (1999) to Product Attachment
Carrier Product Attachment
Schedule A/Page 8
Schedule A
Part III. DMS-500 Optional Software Features
Focal Communications, Inc.
Amendment No. 3 (1999) to Product Attachment
Carrier Product Attachment
Schedule A/Page 20
Schedule A
Part IV. DMS-500 Extensions
1.0 DMS-500 Extension Pricing
1.0 DTCI/DTC7 Port Extension Pricing
1.1 DTCI/DTC7 Port Extension Pricing
The DTCI provides DS-1 interconnect for ISDN PRI or MF Trunking.
The DTC7 provides DS-1 interconnect for SS7 or MF trunking. Each
DTCI/DTC7 Port Extension is configured in minimum increments of
nine hundred sixty (960) ports and for SS7 or ISDN signaling at
Buyer's request. The price for the DTCI/DTC7 Port Extensions
includes the following:
a.) DTCI/DTC7 Equipment and XPM;
b.) Either UTR, STR, CTD as required for DTCs configured for
SS7, or UTR and ISDN pre-processor circuit pack configured
for ISDN PRI capability;
c.) Any required ENET, MS;
d.) Any required DMS-500 service/test circuits to support the
DTCI/DTC7 Port Extensions;
e.) Power Distribution Center (PDC) equipment as required to
support the DTEI Port Extensions;
f.) Spare circuit packs if required;
g.) Wired ports contain all of the above except the DS-1 circuit
packs; and
h.) Associated NI00011, NI00022 and TEL0004 Software usage.
1.2 Add-on Port Prices
Additional DTC7/DTCI ports may be ordered and installed with an
Initial System for the following listed prices:
Minimum Port Price per
Description Increment Port
----------- ------------ ---------
DTC7 ports Wired & Equipped 960 $***
DTCI ports Wired & Equipped 960 $***
**NOTE: DTC7/DTCI Add-On Port pricing is effective for *** after the Turnover
Date of the DMS Initial System.
Proprietary and Confidential Information of Nortel
-------
*** Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
Focal Communications, Inc.
Amendment No. 3 (1999) to Product Attachment
Carrier Product Attachment
Schedule A/Page 21
Schedule A
Part IV. DMS-500 Extensions
1.3 Extensions Port Prices
Buyer may issue an Order for DTCI/DTC7 Port Extensions in minimum
increments of 4800 ports and after Buyer has issued its Order for
an Initial System. Buyer may purchase the DTCI/DTC7 Port
Extensions as follows:
Minimum Port Price per
Description Increment Port
----------- --------- ----
DTC7 ports Wired & Equipped 4800 $***
DTCI ports Wired & Equipped 4800 $***
Buyer may issue an Order for DTCI/DTC7 Port Extensions in minimum
increments of 960 Port Extensions and up to 3840 Port Extensions
and after Buyer has issued its Order for an Initial System. Buyer
may purchase these DTCI/DTC7 Port Extensions at the price of $***
per port.
2.0 SMA2 Port Extension Pricing
2.1 SMA2 Ports
The SMA2 provides DS-1 interconnect for TR-303 interface. Each
SMA2 Port Extensions is configured in minimum increments of nine
hundred sixty (960) ports. SMA2 is only available on DMS-100 and
DMS-500 systems. The price for an SMA2 Port Extension includes
the following:
a) SMA2 Equipment;
b) Any required ENET, MS;
c) Any required DMS-500 service/test circuits to support the
SMA2 Extensions;
d) Power Distribution Center (PDC) equipment as required to
support the SMA2 Extensions;
e) Spare circuit packs if required; and
f) Wired ports contain all of the above except the DS-1 circuit
packs.
2.2 Add-on Port Prices
Additional SMA2 ports may be ordered and installed with an
Initial System at the following prices:
Minimum Port Price per
Description Increment Port
----------- --------- ----
SMA2 ports Wired & Equipped 960 $***
2.3 Extension Port Prices
Buyer may issue an Order for SMA2 Extension Ports in increments
of 1,920 ports after Buyer has issued its Order for an Initial
System for the following prices:
Proprietary and Confidential Information of Nortel
-------
*** Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
Focal Communications, Inc.
Amendment No. 3 (1999) to Product Attachment
Carrier Product Attachment
Schedule A/Page 22
Schedule A
Part IV. DMS-500 Extensions
Minimum Port Price per
Description Increment Port
----------- --------- ----
SMA2 ports Wired & Equipped 1920 $160
SMA2 ports Wired & Equipped 960 $179
3.0 Link Peripheral Processor (LPP)
3.1 Initial Channelized Access LIU 7 Interface Unit Pricing
Additional Channelized Access LIU7 Interface Units may be
Ordered and Installed with an Initial System for the price
of Eight Thousand Nine Hundred Dollars ($8,900.00) per unit.
Channelized Access LIU7 Interface Unit consists of the
following:
Qty PEC Description
--- --- -----------
1 NTEX22BB IPF Integrated Proc & FBUS
1 NT9X76AA STP- Signalling Terminator CP
1 NTEX26AA LUI Channel Bus I/F
1 NT9X0193 STP Bulkhead Cable Assembly
3.2 Extension Channelized Access LIU 7 Interface Unit Pricing
Channelized Access LIU7 Interface Units may be Ordered
at any time other than with an Initial System for the price
of Twelve Thousand Five Hundred Dollars ($12,500.00) per
unit. This price is for furnish only and does not include
spares.
3.3 Initial Ethernet Interface Unit Pricing
Additional Ethernet Interface Units may be Ordered and
Installed with the Initial System for the price of Four
Thousand Seven Hundred Forty-Seven Dollars ($4,747.00)
per unit. Ethernet Interface Unit consists of the
following:
Qty PEC Description
--- --- -----------
1 NTEX22BB IPF Integrated Proc & FBUS
1 NT9X84AA Ethernet Interface Circuit Pack
1 NT9X85AA Ethernet Access Unit Interface PB
1 NT9X0190 Ethernet Cable Assembly
3.4 Extension Ethernet Interface Unit Pricing
Ethernet Interface Units may be Ordered at any time other
than with an Initial System for the price of Six Thousand
Nine Hundred Forty-Eight Dollars ($6,948.00) per unit. This
price is for furnish only and does not include spares.
Proprietary and Confidential Information of Nortel
Focal Communications, Inc.
Amendment No. 3 (1999) to Product Attachment
Carrier Product Attachment
Schedule A/Page 23
Schedule A
Part IV. DMS-500 Extensions
3.5 Initial Frame Relay Interface Unit (FRIU) Pricing
Additional Frame Relay Interface Units may be Ordered and
Installed with the Initial System for the price of Eleven
Thousand Four Hundred Ninety-Four Dollars ($11,494.00) per unit.
Price does not include software. Frame Relay Interface Unit
consists of the following:
Qty PEC Description
--- --- -----------
1 NTEX22BB XXX Xxxxxxxxxx Xxxx & XXXX
0 XXXX00XX Frame Relay T1 Access XX
0 XXXX00XX Xxxxx Enhanced Relay Access Proc CP
2 NT9X0191 FRIU Cable Assembly
3.6 Extension Frame Relay Interface Unit (FRIU) Pricing
Frame Relay Interface Units may be Ordered at any time other than
with an Initial System for the price of *** per unit. This price
is for furnish only. Pricing does not include spares or software.
3.7 Initial Packet Handler (XLIU) Pricing
Additional Packet Handlers may be Ordered and Installed with the
Initial System for the price of *** per unit. Price does not
include software. Packet Handler consists of the following:
Qty PEC Description
--- --- -----------
1 NTEX22BB IPF Integrated Proc & FBUS
1 NTFX09AA CBUS Interface PB
1 NTFX10AA HDLC Frame Processor CP
3.8 Extension Packet Handler (XLIU) Pricing
Packet Handler may be Ordered at any time other than with an
Initial System for the price of *** per unit. This price is for
furnish only. Pricing does not include spares or software.
3.9 Initial Network Interface Unit (NIU) Pricing
Additional Network Interface Units may be Ordered and Installed
with the Initial System for the price of *** per unit. Network
Interface Unit consists of the following:
Qty PEC Description
--- --- -----------
Proprietary and Confidential Information of Nortel
----------------
*** Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
Focal Communications, Inc.
Amendment No. 3 (1999) to Product Attachment
Carrier Product Attachment
Schedule A/Page 24
Schedule A
Part IV. XXX-000 Xxxxxxxxxx
0 XXXX00XX XXX Integrated Proc & FBUS
1 NTEX25AA Channel Bus Control Xxxx
0 XXXX00XX Xxxxxxx Xxx Xxxxxxx Xxxx
0 XXXX00XX DS30 Link Interface Unit
4 NT9X7020 NIU DS30 Cable Assemblies
2 NT9X7021 NIU Inter CBC Cable
3.10 Extension Network Interface Unit (NIU) Pricing
Network Interface Unit may be Ordered at any time other than
with an Initial System for the price of *** per unit. This price
is for furnish only.
Proprietary and Confidential Information of Nortel
----------------
*** Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
Focal
Amendment No. 3 to Product Attachment
Carrier Networks Products
Schedule C/Page 1
SCHEDULE C
----------
SWITCH DELIVERY FORECAST
------------------------
Switch Type/# Destination Delivery Date Ports Purchase
------------- ----------- ------------- ----- --------
Price*
------
Extension/ (1) Chicago, IL January 1999 9,600 $***
Extension/ (1) New York January 1999 9,600 $***
DMS-500/ (1) Dallas, TX February 1999 31,680 $***
DMS-500/ (1) Cambridge, MA March 1999 18,240 $***
DMS-500/ (1) New Jersey March 1999 31,680 $***
DMS-500/ (1) Xxxxxxx, XX 0xx Xxxxxxx 0000 31,680 $***
DMS-500/ (1) Houston, TX 3rd Quarter 1999 31,680 $***
DMS-500/ (1) TBD 4th Quarter 1999 31,680* $***
Extension/ (3) TBD 1999 $***
DMS-500/ (2) TBD 2000 31,680* $***
Extension/ (10) TBD 2001 $
* Denotes ports and price for each DMS-500 and/or Extension.
VCN21696
----------------
*** Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
