EXHIBIT 10.12
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
This Purchase and License Agreement for FWA Equipment (the "Agreement") dated as
of December 28, 2004 (the "Effective Date") is entered by and among Airspan
Communications Limited ("Airspan"), and Axtel, S.A. de C.V. ( "Axtel" and,
together with Airspan, the "Parties"), is effective from the Effective Date and
shall continue in effect thereafter during the Term. References to "days" shall
mean calendar days, unless otherwise specified.
WHEREAS, Axtel and Nortel Networks Limited ("NN Limited") and Nortel Networks de
Mexico, S.A. de C.V. ("NN Mexico" and collectively with NN Limited, "Nortel
Networks") entered into a Purchase and License Agreement for FWA Equipment dated
March 20, 2003, which was subsequently amended by Amendment No. 1 dated
September 15, 2003 and by the Change Order dated December 5, 2003 (the "Original
FWA PLA");
WHEREAS, Nortel Networks and Axtel entered into a Technical Assistance Support
Services Agreement for FWA Equipment dated March 20, 2003 (the "Original FWA
TASS");
WHEREAS, Nortel Networks, Airspan and Axtel entered into an Assignment and
Assumption Agreement dated December 23, 2003, by virtue of which Nortel Networks
assigned all of its rights and obligations under the Original FWA PLA and the
Original FWA TASS to Airspan (the "Assignment Agreement");
WHEREAS, the Parties entered into an Amendment Agreement No. 2, dated as of
April 20, 2004 (the "Amendment No. 2"), in order to confirm their mutual
intention to amend and restate the Original FWA PLA and the Original FWA TASS,
pursuant the terms set forth in such Amendment;
WHEREAS, Axtel issued certain purchase orders for the supply of equipment
Products and related services pursuant the terms and conditions set forth in the
Amendment No. 2, such Products and Services ordered under such purchase orders
shall be subject to the terms and conditions set forth in this Agreement as per
the terms set forth in Section 19 below;
WHEREAS, it is the intention of the Parties to amend and restate the Original
FWA PLA as set forth herein;
NOW THEREFORE in consideration for the mutual premises contained herein, the
Parties hereby covenant and agree as follows:
1. Definitions, Preamble, Purpose And Schedules
1.1 Unless otherwise expressly indicated, the following definitions shall apply
to this Agreement and its Annexes:
"Concession" means any concession, license, permit or the like (including
any additions or amendments thereto) granted and issued by the governmental
authorities of Mexico as of the Effective Date or during the Term in favor
of Axtel that are legally required under applicable laws for operation of
the Products sold hereunder and Axtel's networks in Mexico.
"Deliver" and "Delivery" shall have the meaning assigned to such term in
the Annex "E" of this Agreement.
"Excess Products" shall mean with respect to FWA RSS Products ordered by
Axtel in any given month, the FWA RSS Products that exceed the greater of:
(i) [ * ] FWA RSS Units or (ii) [ * ] more of the amount of FWA RSS Units
ordered by Axtel for delivery in the prior month (for example if Axtel
orders [ * ] RSS units for delivery in July and [ * ] RSS units for
delivery in August, the Excess Products for August would be [ * ] RSS units
(amount comes from [ * ] of the prior month plus the [ * ] of such amount
([ * ]). The result is [ * ] so the Excess Product are [ * ] in order to
complete the [ * ] units).
"Force Majeure Event" means the occurrence of fire, casualty, explosion,
lightning, accident, war (declared or undeclared), armed conflict, civil
disturbance, riot, Act of God, the enactment,
Purchase and License Agreement for FWA Equipment
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issuance, or application of any law, local by-law, regulation, or
executive, administrative, or judicial order, acts (including delay or
failure to act) of any governmental authority, or any other cause or causes
(whether of the foregoing, nature or not), or any other similar or
different occurrence, which cause or occurrence is beyond the reasonable
control of the affected party and whether or not foreseeable by such party
"FWA Business" means, among other things, the know-how and licenses that
would allow a third party to manufacture and support base station
equipment, Axtel premises equipment, remote element manager, system
software and installation toolsets, that combined provide a fixed wireless
access solution operating in the 3.5 GHz spectrum using TDMA technology.
"Hardware" means Airspan machine, equipment or component, but not including
the software.
"Local Airspan Affiliate" means any person or entity established prior to
or during the Term in Mexico, more than fifty percent (50%) of whose voting
shares or outstanding capital stock is owned or controlled (directly or
indirectly) by Airspan or an affiliate of Airspan.
"Products" means any Hardware, Software or Third Party Vendor Items
provided under this Agreement, which are further described in Annex C
hereto.
"Services" means the activities, which may be undertaken by Airspan
pursuant to an Order, including but not limited to, consulting, business
planning, network planning and analysis.
"Site" means a location designated by Axtel at which the Products are to be
installed and the Services are to be performed.
"Software" means computer programs or firmware which is owned or licensed
by Airspan, its parent or one of its subsidiaries or affiliates, and is
copyrighted and licensed, not sold. Software consists of machine-readable
instructions, its components, data, audio-visual content (such as images,
text, recordings or pictures) and related licensed materials including all
whole or partial copies.
"Software Scripts" means the high level overlay of the Radio Element
Manager (REM) software that is either run on demand or scheduled and
typically collects, post processes or interprets data for operational,
installation, commissioning and maintenance purposes. The Software Scripts
do not include REM daemons or REM Graphical User Interface screens (GUI).
"Specifications" means, with respect to Products and/or Services, the
technical specifications set forth in Annex D hereto, which describe or
explain the standard functional capabilities and/or requirements for such
Products and/or Services.
"Taxes" means all federal, state, provincial, local, foreign, gross income,
gross receipts, sales, use, value added, stamp, levies, customs duties,
franchise, withholding, excise, real or personal property taxes,
registration charges and all other similar taxes.
"Term" means [ * ], commencing on the Effective Date, provided that the
Term may be extended for subsequent [ * ] year periods, subject to the
Parties agreeing on mutually acceptable commercially reasonable terms and
conditions, where "commercially reasonable" shall mean terms and conditions
which would be expected to be found in a comparable contractual arrangement
between arms' length parties, acting without other economic constraint or
influence, of similar size and financial situation for products and/or
services similar or comparable to those under this Agreement, including,
without limitation, price and gross margins, and delivery lead times,
capital investment required and credit quality of the buyer; and provided,
further, that, solely for the period prior to any sale of the FWA Business
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by Airspan to an unrelated third party, (i) twelve (12) months prior to the
end of the Term as then in effect, the Parties shall enter into
negotiations to determine such mutually acceptable commercially reasonable
terms and conditions, (ii) if agreement on such terms and conditions is not
reached by the date that is nine (9) months prior to the end of such Term,
such determination shall be submitted to arbitration pursuant to the Rules
of Conciliation and Arbitration of the International Chamber of Commerce
then in force, such proceedings to take place in the English language in
the City of Miami, Florida, before a panel of three (3) arbitrators
appointed in accordance with the aforementioned rules, (iii) if such
arbitration has not resulted in a determination on or before the end of the
Term as then in effect, the terms and conditions of this Agreement as in
effect during such Term shall be deemed to continue in effect until such a
determination is reached, at which time such determination shall be applied
retroactively to the end of such Term, (iv) if the terms and conditions
determined by such arbitration are acceptable to Axtel but are not accepted
by Airspan, then the arbitrators shall determine the price at which they
believe the FWA business would be sold in an arms length transaction by
parties acting without other economic constraint or influence, (v) Axtel
shall have the right to purchase the FWA Business at such price, and (vi)
if the Axtel elects not to purchase the FWA Business at such price, then
Airspan shall have no continuing obligation to Axtel beyond the terms of
this Agreement as then in effect.
"Third Party Vendor Items" includes "Third Party Hardware" and "Third Party
Software" and means any non-Airspan hardware and/or software supplied to
Axtel under this Agreement.
1.2 Certain additional terms and expressions are defined in particular Sections
of this Agreement.
1.3 Words (including words defined herein) indicating the singular only shall
also include the plural and vice-versa where the context requires.
1.4 Words indicating the masculine only shall also include the feminine and
vice-versa where the context requires.
1.5 The preamble shall form an integral part of and shall be incorporated in
this Agreement as if herein recited at length.
1.6 Airspan and Axtel agree on all of the terms and conditions regarding the
supply of the Products and Services as set forth in this Agreement.
1.7 The following Annexes to this Agreement are expressly herein incorporated
by reference and shall form an integral part of this Agreement:
Annex A - Intentionally Left in Blank
Annex B - Change Order Procedures and Form of Change Order
Annex C - Description of Products
Annex D - Product Specifications
Annex E - FWA Order Procedure
Annex F - FWA Prices
Annex G - Warranty Terms and Warranty Services
Annex H Acceptance Procedure New FWA RSS F6 Unit
Annex I - Intentionally Left in Blank
Annex J - Products Delivery Times
Annex K - Minimum Purchase Commitment
1.8 In the event of any discrepancy or inconsistency between this Agreement and
any of its Annexes, the terms and conditions of this Agreement shall
prevail to the extent of any such discrepancy or inconsistency.
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1.9 Any amendment, modification or addendum to this Agreement shall be made
making specific reference to the provision(s) to be amended, modified or
added and shall have to be made in writing signed by all Parties hereto.
All other provisions not specifically referred to in such amendment,
modification or addendum shall remain unchanged and in full forced and
effect.
2. Orders and Order Procedure
2.1 Axtel may acquire Products or Services by: (i) issuing a written purchase
order, signed by an authorized representative, or (ii) if Axtel is enrolled
in any then current Airspan electronic commerce program, by submitting
electronic orders (collectively, "Orders").
2.2 All Orders shall reference this Agreement and shall comply with the Order
Procedure attached as Annex E hereto. Orders are totally binding and
non-cancelable, unless is otherwise set forth in this Agreement.
2.3.1 All Orders will be governed by and cannot alter the terms and conditions
of this Agreement. In order to be valid, all Orders must be accepted by
Airspan through a written or electronic communication. Airspan shall accept
such Order within the next ten (10) business days after delivery thereof,
if such Order is in compliance with this Agreement (prices and
descriptions) and no additional terms and conditions have been imposed and
provided further Airspan has not exercised its rights of termination under
section 16 of this Agreement.
2.3.2 Axtel will be required to issue Orders to Airspan for delivery of Products
in accordance with Annex J no sooner than [ * ] weeks prior to the delivery
date of the Products ordered, Airspan may, however, in its sole discretion,
agree to accept an Order in accordance with this Agreement if it is issued
by Axtel later than such date.
2.3.3 Furthermore Airspan will have the right, at its option, either to cancel
an Order or to postpone delivery of Products until the first payment is
received, without any responsibility to the Parties, only if Airspan has
not received from Axtel the first payment mentioned in Section 5.3 below,
at least sixteen (16) weeks prior to the scheduled delivery date of the
Products ordered under such Order and if Airspan elects to postpone the
delivery, the 16-week interval may be recalculated by Airspan from the date
it receives the downpayment.
2.3.4 For the avoidance of doubt, the Parties agree that Airspan shall not be
obligated to start performing under any Order until Axtel complies with the
provisions of this Section 2.3. In the event Airspan does not accept an
Order in accordance with this Section 2.3, it shall promptly return to
Axtel any payments made by Axtel with respect to such order, if any.
2.4 The implementation schedule, responsibility matrix and any other items
which may be necessary for the performance of Airspan' obligations
hereunder shall be mutually agreed upon between the Parties and included as
exhibits to the Order. Such exhibits shall be deemed incorporated into this
Agreement by this reference.
2.5 Intentionally Left in Blank.
2.6 The prices set forth in Annex F and reflected in each Order are based on
anticipated delivery and performance schedules and specifications
incorporated in such Order.
2.7 Any changes to this Agreement or an Order initiated by Axtel or Airspan
after the Effective Date resulting in adjustments to process, job schedule,
contract price or other requirements thereof may be cause for adjustment by
Airspan to the prices and to the relevant delivery and performance
schedules set forth therein. Any such adjustment shall be detailed in a
change order, a form of which is attached hereto as Annex B ("Change
Order"). If the Change Order affects any Products for which Airspan has
commenced manufacturing or has shipped or any
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Services for which Airspan has commenced performance, the adjustment of the
price shall include reasonable, documented charges incurred by Airspan
related thereto. No such changes shall be performed until a Change Order
has been executed by authorized representatives of the Parties.
2.7.1 A Change Order may be used to increase the amount of Products and/or
Services ordered or to change the delivery schedule of the Products ordered
thereunder, taking in consideration the following:
(i) The delivery of [ * ] of the relevant Products ordered shall not be
rescheduled for more than [ * ].
(ii) The delivery of the [ * ] of the relevant Products ordered shall not
be rescheduled for more than [ * ].
(iii) The delivery of the remaining [ * ] of the relevant Products ordered
shall not be rescheduled for more than [ * ].
2.8 By enrolling in any Airspan' electronic commerce program, Axtel agrees to
comply with the terms of such program. Axtel agrees that all electronic
Orders issued are equivalent to a written Order, are governed by the terms
and conditions of this Agreement and that in the event of any conflict
between this Agreement and the information contained in Axtel's or Airspan'
electronic commerce website, this Agreement governs. Axtel is responsible
for the use and protection of all electronic commerce passcodes provided by
Airspan and agrees that all Orders submitted using such passcodes are valid
and binding Orders authorized by Axtel. Airspan shall have no liability to
Axtel due to Axtel's failure to access Axtel's or Airspan's electronic
commerce website or errors or failures relating to its operation.
3. Delivery Terms
3.1 Airspan shall Deliver Products, for which an Order has been accepted by
Airspan in accordance with section 2, in accordance with the timing set
forth in Annex "J" of this Agreement. The delivery times shall commence
after Order acceptance as specified in Section 2.3 of this Agreement,
provided that Axtel shall establish in the Order the applicable delivery
time for the Products ordered thereunder in compliance with the times set
forth in Annex "J" of this Agreement, on the understanding that the parties
may by mutual agreement establish in such Orders longer delivery times.
3.1.1 Airspan shall Deliver the Products at the applicable Airspan' factory,
except for RSS equipment, which shall be delivered pursuant the terms set
forth herein below.
3.2 RSS Delivery Location: RSS shall be delivered at the Airspan Logistics
Operating Center for North America (currently Laredo, Texas), subject to
section 3.3 below.
3.3 Virtual Export Import Process. The Parties will make commercially
reasonable efforts to perform a Virtual Export-Import Process whereby the
RSS equipment will be delivered at the current RSS manufacturing site
(Solectron Guadalajara) at the same prices set forth in this Agreement.
3.4 In the event of delay, exclusively attributable to Airspan, in delivering
the Products (except for the Excess Products) as per the applicable
delivery times set forth in Annex "J" of this Agreement and in lieu of any
other damages arising from such delay, Airspan shall pay Axtel, one percent
(1.0%) of the price of the Products not delivered of the relevant Order per
each day of delay, up to a maximum of fourteen percent (14%) of the price
of such Products not delivered. The Parties mutually acknowledge that the
aforesaid damage amounts are reasonable in light of the anticipated actual
harm which might be caused by any delay or failure
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in Delivery of the Products and the difficulty of ascertaining damages.
Instructions given by Axtel to Airspan to correct faulty work or to repair
or replace Products shall not constitute a waiver of the damages set forth
herein.
3.4.1 In the event of delay of more than [ * ], exclusively attributable to
Airspan, in delivering the Excess Products as per the applicable delivery
times set forth in Annex "J" of this Agreement and in lieu of any other
damages arising from such delay, Airspan shall pay Axtel, [ * ] of the
price of the any Excess Products not delivered of the relevant Order per
each day of delay (after such [ * ] period), up to a maximum of [ * ] of
the price of such Excess Products not delivered. The Parties mutually
acknowledge that the aforesaid damage amounts are reasonable in light of
the anticipated actual harm which might be caused by any delay or failure
in Delivery of the Products and the difficulty of ascertaining damages.
Instructions given by Axtel to Airspan to correct faulty work or to repair
or replace Products shall not constitute a waiver of the damages set forth
herein.
3.5 If any RBS Product scheduled for delivery in year 2004, Airspan no delivers
it to Axtel in such year 2004, Airspan hereby agrees to provide such RBS
FWA Product to Axtel free of any charge and will reimburse Axtel of any
amount paid in advance for such Product.
4. Licensed Use of Software
4.1 Airspan grants Axtel a nonexclusive and perpetual (subject to Airspan
termination rights set forth in section 4.5 below) license to use a copy of
the Software with the Products to the extent of the activation or
authorized usage level.
4.2 To the extent Software is furnished for use with designated Products or
Axtel-furnished equipment ("CFE"), Axtel is granted a nonexclusive and
perpetual (subject to Airspan termination rights set forth in section 4.5
below) license to use the Software only on such Products or CFE, as
applicable.
4.3 Software contains trade secrets and Axtel agrees to treat Software as
Information (as defined in Section 10). Axtel will ensure that anyone who
uses the Software does so only in compliance with the terms of this
Agreement.
4.4 Axtel shall not: (a) use, copy, modify, transfer or distribute the Software
except as expressly authorized, provided, however, that, Axtel is hereby
authorized to generate new Software Scripts or modify the existing ones;
and provided, further, that Airspan shall not be obligated to support such
modified Software Scripts, nor shall it be responsible for any performance
issues resulting from such modified Software Scripts; (b) reverse assemble,
reverse compile, reverse engineer or otherwise translate the Software; (c)
create derivative works or modifications unless expressly authorized; or
(d) sublicense, rent or lease the Software. Licensors of intellectual
property to Airspan are beneficiaries of this provision.
4.5 Upon breach of the Software license by Axtel as set forth in this Agreement
or in the event the designated Product or CFE is no longer in use, this
license terminates and Axtel will promptly return the Software to Airspan
or certify its destruction.
4.6 Airspan may audit by remote polling or other reasonable means to determine
Axtel's Software activation or usage levels.
4.7 With respect to Third Party Software, Axtel agrees to abide by the terms
provided by Airspan with respect to any such software. Axtel further agrees
that the terms contained in any Airspan or third party "shrink wrap" or
"click" licenses shall govern the use of such software.
4.8 If Airspan and Axtel agree that Delivery of Software is to be made
electronically via File Transfer Protocol, then Delivery of such Software
by Airspan shall be deemed to have taken
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place at such time as the Software is loaded onto a network server, as
designated by Airspan, and Axtel has been provided with appropriate
instructions and passwords to enable Axtel to begin use of such Software.
Notwithstanding the foregoing, the Parties shall comply with all
regulations applicable to importation of Software pursuant to applicable
law.
4.9 Axtel is allowed to make copies of the Software, as may be reasonably
necessary for back up, execution or archival purposes only.
5. Charges, Payment and Taxes
5.1 The contract price for the Products (including Software) and Services is
set forth in Annex F hereto. Unless otherwise agreed by the Parties in an
Order, all prices are in U.S. dollars, exclusive of Taxes. All prices are
applicable solely in Mexico.
5.2 In accordance with the terms of Annex "E", within the next five (05)
business days after the delivery of the Order in accordance with the terms
set forth in Section 5.3, Airspan shall deliver to Axtel an invoice for one
hundred percent (100%) of the purchase price of such Order.
5.3 Axtel shall pay Airspan for all Products and Services in accordance with
the following payment terms, provided that Airspan has not breached its
representations, warranties, covenants and undertakings under this
Agreement:
(i) For any Product:
[*] First Payment, sixteen (16) weeks before the Delivery of the
Products, or such shorter interval if Airspan has accepted an
Order under section 2.3.2 having a shorter interval between
acceptance and Delivery;
[*] Second Payment, upon Delivery of the Product(s).
(ii) For any Services:
[*] upon acceptance of the Order by Airspan, and the remainder in
equal monthly installments on the last business day of each month
during the period in which the services are performed.
5.4 Payment of the second installment mentioned in Section 5.3 (i) above, shall
be made by Axtel twenty (20) days after Delivery Date of Basestations, and
ten (10) days for RSS equipment (as defined in Annex E of this Agreement)
of the Products; provided that Axtel may notify Airspan in writing within
such 20-day or 10-day period, as the case may be, if some or all of the
Products delivered are not in compliance with the terms of the Order (the
"Non-Compliant Products"), in which case Airspan shall take, within thirty
days of the date of Axtel's notice, corrective action to resolve such
Non-Compliant Products. Axtel shall not be obligated to pay the purchase
price of the Non-Compliant Products until Airspan corrects such
non-compliance, provided, however, that prior to such resolution Airspan
shall issue a revised invoice relating to the portion of Products received
by Axtel that is in compliance with the terms of the Order. Partial
shipments shall be allowed under this Agreement pursuant the terms set
forth in Annex "J" of this Agreement. For the avoidance of doubt, the
Parties agree that the purchase price of the compliant Products shall be
paid by Axtel as provided in this Section 5.4.
5.5 The Parties hereby agree that any payments to be made under this Agreement
shall be made when due by wire transfer (electronic or telegraphic) or by
any other form of payment, in immediately available funds, to Airspan's
bank account, as follows:
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------------------------------- -------------------------------------------
Bank: [ * ],
00 Xxxxxxxxxx Xxx,
Xxxxxx,
Xxxxxx XX00 0XX,
Xxxxxxx
------------------------------- -------------------------------------------
------------------------------- -------------------------------------------
Sort Code: [ * ]
------------------------------- -------------------------------------------
------------------------------- -------------------------------------------
Account Name: Airspan Communications Limited
------------------------------- -------------------------------------------
------------------------------- -------------------------------------------
Account No: [ * ]
------------------------------- -------------------------------------------
------------------------------- -------------------------------------------
Further Instructions Reference Axtel
------------------------------- -------------------------------------------
------------------------------- -------------------------------------------
P.O. No. _______,
Payment of Invoice No. ____________.
------------------------------- -------------------------------------------
5.6 With respect to Services, amounts are due upon receipt of invoice and shall
be paid by Axtel within thirty (30) days of the invoice date.
5.7 Axtel shall pay interest on any late payments at the rate of [ * ] percent
per annum.
5.8 Charges for Software may be based on extent of use authorized as specified
in this Agreement. Axtel agrees to pay the charges applicable for any
activation or usage beyond the authorized level.
5.9 Axtel is liable and responsible for any Taxes relating to the purchase and
importation of the Products or Services furnished by Airspan or its
subcontractors pursuant to this Agreement (whether incurred directly or
indirectly by Airspan) and shall, at Airspan' direction, promptly pay to
Airspan or pay directly to the applicable government or taxing authority,
if requested by Airspan, all such Taxes; provided, however, that in no
event shall Axtel be liable for Taxes computed upon the income or gross
revenues of Airspan or its subcontractors.
5.10 Axtel shall be responsible for payment of personal property taxes for
Products and materials from the date of shipment by Airspan. Axtel's
obligations pursuant to this Section shall survive any termination of this
Agreement.
5.11 Axtel shall, within thirty (30) days of the tax payment on behalf of
Airspan, furnish to Airspan all original tax receipts or certified copies
in Airspan' name showing payment of the Tax and such other documentation
relating to the tax payment which Airspan may reasonably request.
5.12 If Axtel shall claim to be exempt from any Taxes, Axtel shall furnish to
Airspan a tax exemption certificate from the relevant taxing authority in
the form required by law or otherwise reasonably acceptable to Airspan. If
Axtel shall claim any such tax exemption and provides Airspan the required
tax exemption certificate and Airspan does not collect the Taxes in
reliance thereupon, Axtel shall hold Airspan harmless from and against any
and all assessments for such Taxes levied on Airspan, including all
interest, penalties and late charges upon any such Taxes and the cost of
professional consulting fees incurred by Airspan to settle the applicable
tax matter with the relevant tax authorities.
5.13 If withholding of any Tax is required in respect of any payment by Axtel to
Airspan hereunder, Axtel shall: (i) withhold the appropriate amount from
such payment, (ii) pay such amount to the relevant authorities in
accordance with applicable law, and (iii) pay Airspan an additional amount
such that the net amount received by Airspan is the amount Airspan would
have received in the absence of such withholding.
5.14 Axtel shall pay all applicable customs fees, import duties, and similar
charges directly to the appropriate governmental authorities. Each party
agrees to ensure that it is in good standing and is appropriately
registered, including without limitation, with respect to Taxes, in any
country, state or other jurisdiction where legally required.
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5.15 Airspan reserves the right to import services or subcontractors when and
where necessary to complete services related to this Agreement. To the
extent the Local Airspan Affiliate must import services or subcontractors
in support of this Agreement, Airspan reserves the right to have the Local
Airspan Affiliate invoice Axtel an additional amount such that the cost of
the withholding taxes for such imported Services are borne by Axtel.
5.16 Axtel consents without qualification to the sale and/or assignment of
receivables, in whole or in part, including all or any part of any
associated rights, remedies, and obligations, by Airspan subject to a
30-day prior written notice, and authorizes the disclosure of this
Agreement as necessary to facilitate such sale. Any tax impact to Axtel
resulting from such sale and/or assignment shall be borne by Airspan.
5.17 Intentionally Left in Blank.
5.18 Intentionally Left in Blank.
5.19 Airspan reserves the right to reject an Order at Airspan' sole discretion,
or to withhold shipment of Products or performance of Services, or any
portion thereof, if: (i) Axtel is in default of its payment obligations
hereunder, (ii) Axtel is in breach of its obligations under this Agreement,
or (iii) Axtel falls under any of the situations described in Sections 16.1
(i) through (v) hereof, and all relevant dates for completion shall be
adjusted accordingly.
5.20 Intentionally Left in Blank.
5.21 The Minimum Purchase Commitment is set fort in Section 23 and in Annex K.
5.22 Axtel has the right to engage a third party financial institution to
provide financing for the Products and/or Services supplied by Airspan
under this Agreement (provided that Axtel is in compliance with the
financial covenants set forth in the Airspan Finance Agreement), in which
case such third party financial institution may purchase Products and
Services as required by Axtel and may make the payments as provided under
this Agreement; provided, however, that Axtel shall continue to be
obligated to comply with all its obligations hereunder or with respect to
the Product and/or Services sold by Airspan to that third party.
6. Warranty
6.1 Airspan warrants that the Products (except for the Software) described in
Annex "C" will be new, unused when delivered and, subject to the provisions
of this Section and to the terms and conditions set forth in Annex "G" of
this Agreement.
6.1.1 Airspan warrants that the Software described in Annex "C", will be subject
to the provisions of this Section and to the terms and conditions set forth
in Annex "G" of this Agreement.
6.2 Airspan warrants that the Products will be free from defects in materials
and workmanship and will function substantially in accordance with the
applicable technical Specifications during the warranty period of [ * ]
months from the respective Delivery Date pursuant the terms set forth in
Annex "G" of this Agreement.
6.3 Airspan warrants that the Services will be performed in a professional and
workmanlike manner and will be subject to the terms set forth in Annex "G"
of this Agreement.
6.4 THESE WARRANTIES AND LIMITATIONS ARE AXTEL'S EXCLUSIVE WARRANTIES AND SOLE
REMEDIES, AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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6.5 Single Product RSS Equipment.
6.5.1 Airspan will develop and manufacture a new single unit of RSS equipment
(the "New FWA RSS F6 Unit"), and Airspan commits to supply the New FWA RSS
F6 Unit to Axtel from April 1st, 2005 (the "New Product Commercial
Launch").
6.5.2 The New FWA RSS F6 Unit shall have at least the same form, function and
fit of both of the current RSS Equipment (jointly F2 and F5 RSS equipment),
in accordance with the technical specifications set forth in Annex "D" of
this Agreement.
6.5.3 The price of the New FWA RSS F6 Unit is set forth in the Annex "F" of this
Agreement.
6.5.4 Airspan will provide a number of fifteen (15) New FWA RSS F6 Units to
Axtel by January 30th 2005 in order for Axtel to perform and have completed
no later than March 15th 2005 a first market application of the New FWA RSS
F6 Unit before the New Product Commercial Launch (the "First Market
Application"). The New FWA RSS F6 Unit shall pass successfully the First
Market Application made by Axtel pursuant the acceptance procedure set
forth in Annex "H" of this Agreement. If Axtel considers it necessary,
Axtel will have the right to request Airspan to assist Axtel in a
verification office of the New FWA RSS F6 Unit. Airspan will provide a
quote for this service under this Agreement at reasonable costs and prices.
6.5.5 Airspan shall sell and deliver to Axtel the current F5 RSS Kit (excluding
the RDA) instead of such New FWA RSS F6 Unit, at the prices of the New FWA
RSS F6 Unit set forth in Annex "F" of this Agreement, if any of the
following events occur:
(a) If the New FWA RSS F6 Unit is not available for Delivery after the New
Product Commercial Launch in accordance with the Specification set
forth in this Agreement; or
(b) If the New FWA RSS F6 Unit does not satisfactorily pass the First
Market Application performed by Axtel in accordance with the test
protocol set forth in Annex "H" of this Agreement;
The foregoing, until such time as:
(a) the New FWA RSS F6 Units has satisfactorily complied with the
First Market Application; and
(b) the New FWA RSS F6 Unit is delivered by Airspan pursuant the
Specifications set forth in this Agreement.
(c) If through no fault of Airspan, Axtel is unable to complete the First
Market Application by March 15th 2005, Airspan shall sell and deliver
to Axtel the current F5 and F2 RSS kits instead of the New RSS Unit,
at the prices of such Products set forth in Annex "F" until such time
as the First Market Application is completed by Axtel.
6.6 As far as both parties are aware the Products comply with all and any
governmental regulations applicable to such Products at the Effective Date
(such as "Normas Oficiales Mexicanas"). Airspan will make its best efforts
to comply with future regulations, provided that, the Parties shall
previously agree the form to cover the expenses arising from the new
requirements established by Mexican governmental regulations, provided
that, if for any reason, Airspan is not willing to perform the necessary
changes to the Products in order to comply with such governmental
regulations, Axtel will not be obligated to comply with its purchase
commitment set forth in Section 23_ and Annex "K" of this Agreement.
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6.7 Intentionally Left in Blank.
6.8 Warranty Services: During the warranty period, Airspan provides warranty
Services without charge for Products supplied under this Agreement to
correct Products defects or to bring it up to conformance with the
Specifications set forth in this Agreement. Warranty Services to be
provided by Airspan are further described in Annex "G" hereof.
6.9 Axtel shall notify Airspan prior to returning any Product and must
reference a return material authorization number issued by Airspan on
documentation accompanying such returned Product. When Axtel is required to
return Products to Airspan for warranty service, Axtel agrees to ship it
prepaid and suitably packaged to a location Airspan designates. Airspan
will return the Product to Axtel at Airspan' expense. Airspan is
responsible for loss of, or damage to, Products while they are: (i) in
Airspan' possession, or (ii) in transit back to Axtel. Any exchanged
Product becomes Airspan' property and, subject to Section 8 - Title and
Risk of Loss, its replacement becomes the Axtel's property. The replacement
Product may not be new but will be in working order and equivalent to the
item exchanged. The warranty period for the repaired or exchanged Product
shall be the greater of [ * ] days from the date of delivery of the Product
back to Axtel, or the remaining Product warranty period. Axtel agrees to
ensure that exchanged Product is free of any legal obligations or
restrictions that prevent its exchange and represents that all returned
items are genuine and unaltered.
6.10 Where applicable, before Airspan provides warranty services, Axtel agrees
to: (i) follow the problem determination, problem analysis, and warranty
services request procedures that Airspan provides; (ii) secure all program
and data contained in Product; and (iii) inform Airspan of changes in the
Product's location.
6.11 Airspan covenants that Support Services, and Functionality of the Products
or equivalent replacement, including Spare Parts, shall be available to
Axtel for a period of 7 years from the Effective Date. Notwithstanding the
foregoing, Airspan shall give Axtel twelve (12) months prior written notice
in the event that Airspan discontinues the supply of any Products or
Software sold hereunder. For such discontinued Product and Software,
Airspan undertakes to continue providing spare parts and technical support,
including repair of any Products (or part thereof) which are sent to
Airspan for that purpose, for a period of five (5) years after such
discontinuance. In case Airspan discontinues the supply of any Product or
Software sold hereunder during the first two (2) years of the Term, Airspan
shall make an equivalent Product available to Axtel under the terms of
Section 14.1 of the Agreement.
6.12 Post-warranty and other Services to supplement the warranty Services,
including advanced shipment of replacement parts, may be available at
prices and policies to be negotiated in good faith and agreed between the
Parties. The warranty service terms and exclusions in Section 6 above shall
apply to post- and supplemental warranty Services.
7. Services
7.1 Services in General: Axtel agrees to reasonably cooperate with Airspan in
the performance by Airspan of the Services, including, without limitation,
providing Airspan with sufficient and timely access free of charge to
facilities, data, information and personnel of Axtel in accordance with the
then-current Axtel policies, and a suitable physical environment meeting
Airspan' specified requirements to permit the timely delivery and
installation of Products and/or performance of Services, including the
recovery by Airspan of any tools, diagnostic or test equipment,
documentation or other items used by Airspan in the performance of the
Services.
7.2 In addition, Axtel shall be responsible for the accuracy and completeness
of all data and information that it provides or causes to be provided to
Airspan. In the event that there are any delays by Axtel in fulfilling its
responsibilities as stated above, there is a disagreement between
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the parties as to the cooperation required from Axtel, or there are errors
or inaccuracies in the information provided, Airspan shall be entitled to
appropriate schedule and pricing adjustments, including storage fees. It is
understood and agreed that the Services provided by Airspan may include the
advice and recommendations of Airspan, but all decisions in connection with
the implementation of such advice and recommendations shall be the sole
responsibility of, and made by, Axtel, unless such advice and
recommendations are part of consulting services purchased by Axtel.
7.3 Service Personnel: Airspan and Axtel are each responsible for the
supervision, direction, compensation and control of their own employees and
subcontractors. Airspan may subcontract any portion or all of the Services
to subcontractors selected by Airspan. Neither Party shall knowingly
solicit to hire employees of the other Party with whom it had contact as a
result of the performance of the Services for a period ending twelve (12)
months after completion of the Services. Neither Party shall be precluded
from conducting generalized searches for employees (and hiring those
employees who respond to generalized searches) either through the use of
search firms or advertisements in the media, provided that searches are not
specifically targeted to employees providing Services.
7.4 Intellectual Property Rights: Airspan, on behalf of itself and its
subcontractors, reserves all proprietary rights in and to: (i) all
methodologies, designs, engineering details, and other data pertaining to
the Services and designs, documentation and other work product prepared by
Airspan and delivered to Axtel, (ii) all original works, computer programs
and updates developed in the course of providing the Services (except
Axtel's developed programs) or as otherwise agreed in writing by the
Parties, (iii) discoveries, inventions, patents, know-how and techniques
arising out of the Services, and (iv) any and all products (including
software and equipment) developed as a result of the Services. The
performance by Airspan of Services shall not be deemed work for hire.
Airspan grants to Axtel a perpetual, non-exclusive, world-wide, paid up
license to use, copy and modify the designs, documentation and other work
product prepared by Airspan and delivered to Axtel in the performance of
Services solely for Axtel's internal business purposes. It is understood
between the Parties that Airspan will employ its know-how, techniques,
concepts, experience and expertise, as well as all other intellectual
property, including that to which it reserves its rights hereunder, to
perform services for others which are the same as or similar to the
Services.
8. Title and Risk of Loss
8.1 Title and risk of loss for ordered Product (except for the Software) shall
pass from Airspan to Axtel upon its Delivery to Axtel.
9. Installation and Commissioning
9.1 Axtel shall perform all installation, commissioning and software loading
services with respect to the FWA Products, using skilled personnel and in
accordance with the Airspan Procedures, with the exception of REM software
upgrades, which shall be installed by Airspan pursuant to the FWA TASS
Agreement.
10. Confidential Information
10.1 Confidential information ("Information") means: (i) Software and Third
Party Software; and (ii) all business, technical, marketing and financial
information and data that is clearly marked with a restrictive legend of
the disclosing party ("Discloser").
10.2 The party receiving Information ("Recipient") will use the same care and
discretion to avoid disclosure, publication or dissemination of Information
as it uses with its own similar information that it does not wish to
disclose, publish or disseminate. The Recipient may disclose Information
only to: (i) its employees and employees of its parent, subsidiary
affiliated
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companies or subcontractors who have a need to know for purposes of
carrying out this Agreement; and (ii) any other party with the Discloser's
prior written consent. Before disclosure to any of the above parties, the
Recipient will have a written agreement with such party sufficient to
require that party to treat Information in accordance with this Agreement.
10.3 The Recipient may disclose Information to the extent required by law.
However, the Recipient must give the Discloser prompt notice and make a
reasonable effort to obtain a protective order.
10.4 No obligation of confidentiality applies to any Information that the
Recipient: (i) already possesses without obligation of confidentiality;
(ii) develops independently; or (iii) rightfully receives without
obligations of confidentiality from a third party. No obligation of
confidentiality applies to any Information that is, or becomes, publicly
available without breach of this Agreement.
10.5 Each party's obligations hereunder shall survive for a period of five (5)
years after receipt of Information hereunder from the Discloser, except as
otherwise mutually agreed upon by the parties.
10.6 THE DISCLOSER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE
WHATSOEVER WITH RESPECT TO ANY INFORMATION FURNISHED TO THE RECIPIENT,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, EXCEPT FOR THOSE SET
FORTH IN SECTION 6 HEREOF.
10.7 The release of any advertising or other publicity relating to this
Agreement requires the prior approval of both Parties.
11. Patents and Copyrights
11.1 Airspan shall indemnify and hold harmless Axtel, its officers, directors,
representatives, agents, employees, contractors, subcontractors,
subsidiaries and affiliates against any actual direct loss, damage,
liability, cost, expense, action or claim, including reasonable attorneys'
fees, litigation costs and expenses and amounts paid in settlement, subject
to the limitations set forth in the following paragraphs, arising out of or
in connection with any infringement or alleged infringement of patents,
copyrights, trademarks, trade secrets, or any other intellectual property
right of a third party.
Therefore, if a third party claims that a Product or Software provided to
Axtel under this Agreement infringes such third party's patent or
copyright, Airspan will defend Axtel against that claim at Airspan' expense
and pay all costs and damages that a court finally awards or are agreed in
settlement, provided that Axtel:
(a) promptly notifies Airspan in writing of the claim, and
(b) allows Airspan to control, and cooperates with Airspan at Airspan'
expense in, the defense and any related settlement negotiations. If
such a claim is made or appears likely to be made,
Airspan agrees to secure the right for Axtel to continue to use the Product
or Software, or to modify it, or to replace it with equivalent Product or
Software. If Airspan determines that none of these options is reasonably
available, Axtel agrees to return the Product or Software to Airspan on
Airspan' written request. Airspan will then reimburse to Axtel an amount of
money equal to the purchase price paid by Axtel for the Product or
Software.
Any such claims against Axtel or liability for infringement arising from
use of the Product or Software following a request for return by Airspan
are the sole responsibility of Axtel. This represents Axtel's sole and
exclusive remedy regarding any claim of infringement.
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11.2 Airspan has no obligation regarding any claim based on any of the
following:
(a) anything Axtel provides which is incorporated into the Product or
Software; except for such equipment that has been accepted by Airspan
in the Specifications set forth in this Agreement
(b) compliance by Airspan with Axtel's specifications, designs or
instructions; except for those set forth in the Specifications set
forth in this Agreement;
(c) any claim by Axtel to Airspan regarding the amount of revenues or
profits earned or other value obtained by the use of a Product by
Axtel;
(d) Axtel's modification of Product or Software (subject to Section 4.4(a)
hereof);
(e) the combination, operation, or use of Product or Software with other
products not provided by Airspan as a system, or the combination,
operation, or use of Product or Software with any product, data, or
apparatus that Airspan did not provide;
(f) the Axtel's failure to install or have installed changes, revisions or
updates as instructed by Airspan; or
(g) infringement by a Third Party Vendor Item alone, as opposed to its
combination with Products Airspan provides to Axtel as a system.
12. Limitation of Liability
12.1 In no event shall Airspan or its agents or suppliers be liable to Axtel for
more than the amount of any actual direct damages up to the greater of U.S.
[ * ] (or equivalent in local currency) or the charges for the Product or
Services that are the subject of the claim, regardless of the cause and
whether arising in contract, tort or otherwise. This limitation will not
apply to claims for damages for bodily injury (including death) and damage
to real property and tangible personal property for which Airspan is
legally liable and payments as set forth in Section 11 - Patents and
Copyrights.
12.2 IN NO EVENT SHALL AIRSPAN OR ITS AGENTS OR SUPPLIERS BE LIABLE FOR ANY OF
THE FOLLOWING: I) DAMAGES BASED ON ANY THIRD PARTY CLAIM, EXCEPT AS
EXPRESSLY PROVIDED FOR HEREIN; II) LOSS OF, OR DAMAGE TO, AXTEL'S RECORDS,
FILES OR DATA; OR III) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR LOST SAVINGS), EVEN IF
AIRSPAN IS INFORMED OF THEIR POSSIBILITY.
13. Concessions
13.1 Axtel hereby warrants and represents that it and its affiliates in Mexico
have obtained the Concessions which will permit each of them to legally
operate all or a portion of the Products in Mexico. The Parties agree that
Airspan shall not deliver or install any Products, perform any Services or
accept any Orders hereunder unless Axtel or its affiliates (if applicable)
have been granted a Concession in Mexico for the use of such Products.
14. Changes or Substitution of Products
14.1 At any time, Airspan may implement changes to the Products, modify the
Products' designs and Specifications or substitute the Products with ones
of similar or more recent design. The Parties shall mutually agree on the
Price of such changed or substituted Products. Such a
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change to or substitution of the Products provided under this Agreement
shall be subject to the following requirements: (i) shall not adversely
affect the physical or functional interchangeability or the performance
Specifications of the Products, except as otherwise agreed in writing by
Axtel; (ii) the price for equivalent performance shall be the same or lower
than the price agreed hereunder, except as otherwise agreed in writing by
Axtel; (iii) any change or substitution of the Products shall be
functionally equivalent and compatible with the changed or substituted
Product, without the need for any other adaptations; and (iv) shall under
no circumstances either reduce or decrease Airspan' warranty obligations
set forth in this Agreement.
15. Delayed Shipment of the Products or the Performance of the Services
15.1 If Axtel notifies Airspan less than thirty (30) days prior to the scheduled
delivery date of the Products (or if the Products have been manufactured
per the agreed upon schedule) that Axtel does not wish to take delivery
thereof at the scheduled time or that a site is not available to receive
such Products, or if Axtel fails to take delivery of such Products upon
their arrival at the applicable site, Airspan shall have the right to place
the Products in storage and Axtel shall bear all costs of demurrage,
restocking, warehousing, reloading, transporting, off-loading, and other
associated costs incurred by Airspan. All such costs shall be paid in full
within thirty (30) days of Axtel's receipt of Airspan' commercial invoice
therefor.
15.2 If Axtel notifies Airspan less than thirty (30) days prior to the scheduled
performance date of the Services that Axtel does not wish Airspan to
perform such Services at the scheduled time or that the Site is not
available for the performance of such Services, Airspan shall have the
right to delay the performance of the Services and Axtel shall bear all
associated and documented out of pocket travel and expense costs incurred
by Airspan. All such costs shall be paid in full within thirty (30) days of
Axtel's receipt of Airspan' commercial invoice therefor.
15.3 Site facilities and physical specifications of equipment (including
shelters, fiber cabling, power, etc.) provided by Axtel for use with the
Products sold hereunder must meet Airspan' installation and environmental
Specifications. Any testing required to verify the condition of Site
facilities and any required upgrades will be at Axtel's expense.
16. Termination; Survival
16.1 Without prejudice to any rights and remedies provided for hereunder, either
Party hereto may terminate at its option, this Agreement or the relevant
Orders as provided below, effective immediately, upon written notice to any
other Party, upon the occurrence of any of the following events or
conditions (each, an "Event of Default"):
(i) the other Party applies for or consents to the appointment of, or the
taking of possession by a receiver, custodian, trustee or liquidator
of itself or of all or a substantial part of its property,
(ii) the other Party makes a general assignment for the benefit of its
creditors,
(iii) the other Party commences a voluntary proceeding under the
bankruptcy, insolvency or similar laws relating to relief from
creditors generally,
(iv) the other Party fails to contest in a timely or appropriate manner, or
acquiesces in writing to, any petition filed against it in an
involuntary proceeding under the bankruptcy, insolvency or similar
laws relating to relief from creditors generally, or any application
for the appointment of a receiver, custodian, trustee, or liquidator
of itself or of all or a substantial part of its property or its
liquidation, reorganization, dissolution or winding-up, or (v) the
other Party materially fails to perform any term or condition under
this Agreement or any of its Annexes, which failure continues for a
period of thirty (30) days after written notice has been given to the
breaching Party;
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(vi) if Axtel becomes entitled to the maximum liquidated damages with
respect to the delivery of Products under any Order pursuant to
Sections 3.4 and 3.4.1 above.
With respect to the Events of Default indicated in sections (v) and (vi)
above, the affected Party will have the right, at its election, to
terminate this Agreement (together with any pending Order) or only the
relevant Order(s).
16.2 The respective obligations of each Party pursuant to Sections 1, 4, 5, 6,
7, 10, 11, 12, 16 and 18 hereof, and any other obligations of each Party
pursuant to this Agreement that by their nature would continue beyond the
termination, cancellation, or expiration hereof, shall survive such
termination, cancellation, or expiration.; provided, however, that if Axtel
fails to make payment in accordance with the terms and conditions hereof
(subject to the cure period provided in Section 16.1 above), the Parties
expressly agree that the following Sections hereof shall not survive such
termination, cancellation, or expiration: Sections 6 and 7 only with
respect to the Products that were not paid in full by Axtel; and provided,
further, that Section 4 hereof shall survive such termination,
cancellation, or expiration only to the extent that Axtel is not in default
of the payment of the applicable Software license fees, if any.
17. Airspan Procedures, Manuals and Documentation
17.1 "Airspan Procedures" will consist of documents which describe in detail the
engineering, installation, commissioning, maintenance, troubleshooting and
operation of Product(s). The Airspan Procedures shall be provided in the
English language. Airspan shall provide the Airspan Procedures in Spanish
if so published. Airspan shall ship electronic documentation containing the
applicable Airspan Procedures to Axtel with the initial delivery of a
system release to Axtel. During the Term, Airspan shall, at no additional
charge to Axtel, deliver to Axtel, one set of electronic files with
updates, revisions and/or corrections of such Airspan Procedures as they
become available. Axtel may order additional copies of the Airspan
Procedures at Airspan's then applicable prices. Axtel may use and reproduce
the Airspan Procedures in paper format for the purposes of engineering,
installing, commissioning, maintaining, troubleshooting and operating the
Products, subject to the limitations regarding Information set forth in
Section 10. Reproduction shall include the copyright or similar proprietary
notices. Axtel is responsible for ensuring proper versions of the Airspan
Procedures are printed and distributed.
18. General
18.1 Axtel agrees that it will not export Products procured hereunder from
Mexico without Airspan's prior written consent. Airspan reserves the right
to assign any portion of an Order accepted under this Agreement, in whole
or in part, provided that such assignment shall be in compliance with the
provisions of Section 20 below if such assignment falls under the situation
provided for in Section 20 of this Agreement...
18.2 Axtel agrees to comply with all laws applicable to it, including all
applicable export and import laws and regulations. In the event that any
provision of this Agreement or portions thereof are held to be invalid or
unenforceable, the remainder of this Agreement will remain in full force
and effect.
18.3 The terms and conditions of this Agreement, and its Annexes, form the
complete and exclusive agreement between Axtel and Airspan and replace any
prior oral or written communications and agreements regarding the subject
matter thereof.
18.4 Any changes to this Agreement must be made by mutual agreement in writing.
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18.5 The laws of the State of New York, United States of America govern this
Agreement, exclusive of its conflict of laws provisions; and nothing in
this Agreement affects any statutory rights of consumers that cannot be
waived or limited by contract. The United Nations Convention on the
International Sale of Goods shall not apply.
18.6 If, within thirty (30) days from the date of any notice of dispute from a
Party to any other Party, such Parties are unable to resolve the issue,
then either Party may initiate the binding arbitration to resolve such
dispute by written notice to such other Party upon expiration of such
thirty (30) day period. Any dispute between the Parties arising in
connection with this Agreement shall be exclusively resolved by arbitration
pursuant to the Rules of Conciliation and Arbitration of the International
Chamber of Commerce then in force. The arbitration proceedings pursuant to
this Section 18(c) shall take place in the English language in the City of
Miami, State of Florida, before a panel of three (3) arbitrators appointed
in accordance with the aforementioned rules. The decision of the
arbitrators shall be final and binding upon the Parties and their
respective successors and assigns. The decision and award rendered by the
arbitrators may be entered in any court of competent jurisdiction and any
such court may order the enforcement of such award against the Parties and
their respective successors and assigns.
18.7 EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING ANY ORDER ISSUED AND ACCEPTED
HEREUNDER.
18.8 Notwithstanding anything in this Agreement to the contrary, if the supply
of the Products or the performance of the Services by Airspan, or any
portion thereof, or the performance of any other obligation hereunder by
any party is prevented, delayed, interfered with, or interrupted by reason
of a Force Majeure Event, such prevention, delay, interference, or
interruption shall be deemed not to be a default pursuant to this Agreement
and the time or times for such performance or supply hereunder shall be
extended by the period or periods same is so prevented, delayed, interfered
with, or interrupted. The foregoing shall apply even though any such cause
exists or is foreseeable as of the date hereof. Neither Party shall be
required to change its usual business practices or methods or to assume or
incur other than its usual costs or expenses in order to mitigate, avoid,
or eliminate any Force Majeure Event or to reduce the period of any
resulting delay. Each Party shall notify the other Parties of any delay or
failure excused by this Section 18.9) and shall specify the revised
performance date as soon as practicable. Nothing contained in this Section
18.9 shall affect any obligation of Axtel to make any payment when due in
accordance with this Agreement.
18.9 All notices pursuant to this Agreement will be in writing and deemed given
when delivered in person, by certified mail or courier service, or by
facsimile.
Notices to Axtel shall be sent to:
Axtel, S.A. de C.V.
Boulevard Xxxxxxx Xxxx Xxxxx Xx. 3.33 L-1
Colonia Unidad San Xxxxx
San Xxxxx Xxxxx Xxxxxx
Nuevo Xxxx, Mexico
Attention: Director de Negociaciones Estrategicas
with a copy to the Corporate Counsel.
Notices to Airspan shall be sent to:
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Airspan Communications Limited
Xxxxxxxxx Xxxxx
Xxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxx, Xxxxxxx
XX0 0XX
Attention: Vice President & Controller
with a copy to:
Airspan Networks Inc
000 Xxxxxx Xxxx, xxxxx 000
Xxxx Xxxxx, XX 00000
XXX
Attention: Senior Vice President & Chief Financial Officer
18.10 The relationship between Airspan and Axtel during the term hereof shall be
that of vendor and purchaser with respect to the purchase of the Hardware
and licensor and licensee with respect to license of the Software. A
Party's agents, employees, representatives shall under no circumstances be
deemed employees, agents or representatives of the other Party or its
affiliates.
18.11 All work to be performed in connection with this Agreement shall be by
qualified workers or firms whose employees are not objectionable to the
trade unions that may be engaged in work on the premises. Airspan shall be
wholly responsible for all trade union relations in connection to its
employees and Axtel shall not be liable in any way through delays or claims
arising through such causes in connection to Airspan employees.
19. Intentionally Left in Blank.
20. Assignment; Right of First Refusal
20.1 Each Party agrees not to assign or otherwise transfer this Agreement or its
rights under it, or delegate its obligations, without the other Party's
prior written consent, and any attempt to do so is void. Notwithstanding
the foregoing, Airspan may assign or otherwise transfer this Agreement or
its rights under it, or delegate its obligations, to any of its affiliates.
Airspan may also assign or otherwise transfer this Agreement or its rights
under it, or delegate its obligations, to any purchaser of the FWA Business
without the Axtel's prior written consent; provided that:
(i) Airspan shall provide to Axtel the soliciting or offering material
used in connection with any contemplated sale of the FWA Business (the
"FWA Information") at the same time any such FWA Information is
provided to any third party potential purchaser (the "Potential
Purchasers"), subject to execution by the Parties of a non-disclosure
agreement in a form and substance reasonably satisfactory to Airspan,
but no less restrictive on Axtel than the non-disclosure agreement
executed with the Potential Purchasers; and provided, however, that
Airspan may not offer, solicit interest in or sell the FWA Business to
any company which is a direct competitor of Axtel or does not have the
necessary resources (human and/or technical), at Airspan' reasonable
judgment, to manufacture the Products and/or to provide the technical
support
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required by Axtel, including without limitation, Telefonos de Mexico,
S.A. de C.V. or any of its affiliates (the "Restricted Companies");
(ii) Airspan hereby grants to Axtel a right of first refusal ("RFR") with
respect to any offer received by Airspan from any third party which
Airspan proposes to accept (including any revised offers), allowing
Axtel to purchase the FWA Business on terms not less favorable than
such offer, subject to Axtel having made, within forty five (45) days
after Airspan shall have delivered written notice to Axtel of such
offer or revised offer (the "Vendor's Notice"), a single deposit for
the amount equal to [ * ] of the amount of the third party offer (the
"Deposit") into an interest bearing escrow account. Once Airspan has
received the Deposit, Axtel shall have the right to perform a due
diligence investigation of the FWA Business, and Airspan shall be
obligated to promptly provide all the information and access that
Axtel reasonably requires for the evaluation of the FWA Business; and
(iii) in the event of any such sale to a purchaser other than Axtel, such
new vendor shall assume all of Airspan's obligations under this
Agreement.
20.2 If Axtel exercises its RFR, Airspan and Axtel shall have ninety (90) days
from payment of the Deposit to negotiate in good faith and enter into a
purchase agreement pursuant to which Airspan will sell the FWA Business to
Axtel, unless a longer period of time is stated in the offer received from
the Potential Purchaser, in which case such longer period shall prevail
(the "Offer Period"). If the Parties have entered into such an agreement by
the end of the Offer Period, the Deposit shall be credited towards the
purchase price of the FWA Business. If the Parties have not entered into
such an agreement by the end of the Offer Period, Axtel shall forfeit in
favor of Airspan the Deposit, and Airspan shall have the right to sell the
FWA Business to any Potential Purchaser other than a Restricted Company,
subject to the terms and conditions of Section 20.3 below; provided,
however, that if the terms of the proposed sale are more favorable to such
Potential Purchaser than the best offer (from Airspan' perspective)
presented by Axtel to Airspan during the Offer Period, then the RFR shall
again apply to such sale, but Axtel shall not be obligated to provide any
additional Deposit.
20.3 If Axtel shall decline in any instance to exercise its RFR or the Parties
fail to enter into the purchase agreement as described in Section 20.2,
Airspan shall have the right for a period of one year from the date of such
declination or failure, to sell the FWA Business to a Potential Purchaser
(except if such Potential Purchaser is a Restricted Company) without prior
notice to Axtel, on terms which are not more beneficial to such Potential
Purchaser than those set forth in Vendor's Notice. If the foregoing
conditions are not met, the RFR shall again apply to such sale; provided,
however, that the 90-day term provided in Section 20.2 above shall be
reduced to forty five (45) days and Axtel shall not be obligated to provide
any additional Deposit.
21. Airspan Security Instrument.
21.1 The Parties hereby acknowledge that the current Bank Guarantee granted by
Airspan to Axtel pursuant the Second Amendment No. 2 shall continue to
remain open until Airspan delivers to Axtel all the Products covered
currently by such Bank Guarantee (the Orders Guaranteed by Airspan).
Thereafter, Axtel shall agree to the release and termination of the Bank
Guarantee. In addition to the foregoing, the Parties hereby agree that, if
after the Effective Date of this Agreement, Axtel makes new payments in the
circumstances described in Section 21.2 below, Airspan shall obtain and
maintain a new Bank Guarantee to cover the respective Excess Exposure
Amount until such time as aggregate amounts paid fall below the Excess
Exposure Amount.
21.2 The Parties hereby acknowledge that, from time to time, Axtel may make
payments to Airspan under this Agreement such that the aggregate amount of
those payments for Orders where the
Page 19
Purchase and License Agreement for FWA Equipment
--------------------------------------------------------------------------------
related Product has not been delivered may at times exceed US[ * ]
("Exposure Limit") in respect of Orders that have not been fully delivered
("Orders Guaranteed by Airspan").
21.3 Intentionally Left in Blank.
21.4 The Parties agree that Airspan will cause to be issued in favor of Axtel,
at Airspan's expense, when such Exposure Limit is exceeded, one or more
irrevocable standby letters of credit or bank guarantees (together the
"Bank Guarantee"), issued by Airspan's UK bank at Axtel's satisfaction, for
an aggregate amount equivalent to all the amounts paid by Axtel in excess
of the Exposure Limit (the "Excess Exposure Amount").
21.5 The Parties further agree that the aggregate value of the Bank Guarantee,
as measured and agreed by the parties at the end of each month, will
continue to be equal or greater than the likely peak Excess Exposure Amount
for the following month.
21.6 The Bank Guarantee will permit Axtel, on or before its expiry date, to draw
down the portion of the Bank Guarantee applicable to the funds received by
Airspan as a down payment with respect to the delivery covered by that Bank
Guarantee, upon the occurrence of any of the following events or
conditions:
(i) Airspan applies for or consents to the appointment of, or the taking
of possession by a receiver, custodian, trustee or liquidator of
itself or of all or a substantial part of its property,
(ii) Airspan makes a general assignment for the benefit of its creditors,
(iii) Airspan commences a voluntary proceeding under the bankruptcy,
insolvency or similar laws relating to relief from creditors
generally,
(iv) Airspan fails to contest in a timely or appropriate manner, or
acquiesces in writing to, any petition filed against it in an
involuntary proceeding under the bankruptcy, insolvency or similar
laws relating to relief from creditors generally, or any application
for the appointment or a receiver, custodian, trustee, or liquidator
or itself or of all or a substantial part of its property or its
liquidation, reorganization, dissolution or winding-up.
(v) Airspan fails to deliver Products ordered by Axtel under this
Agreement, within a period of thirty (30) days after the delivery date
applicable for such Products, pursuant the terms of this Agreement;
provided (i) that after fifteen (15) days following the date on which
Airspan has failed to make a delivery, Axtel has provided written
notice to Airspan of such failure, and (ii) that the thirty (30) day
period shall be extended where the failure is caused by Force Majeure
Event, by the number of days for which the Force Majeure Event is in
existence (if the Force Majeure Event continue for more than 60 days,
Axtel will have the right to cancel the respective Order(s) and to
collect from the Bank Guarantee all applicable payments paid to
Airspan by Axtel for such Product).
22. Second Lines Module.
22.1 Airspan hereby sells to Axtel the Second Lines Module of (i) all of the FWA
RSS Products purchased by Axtel before the Effective Date and (ii) all of
the FWA RSS Products that will be purchased by Axtel in the future; in
consideration for the Second Line Module, Axtel hereby agrees to pay
Airspan the amounts of US[ * ] within five (5) days after the date of this
Agreement, subject to the issuance of the respective Order and the delivery
of the respective invoice. Axtel will issue the respective Order no later
than 2 days after the Effective Date of
Page 20
Purchase and License Agreement for FWA Equipment
--------------------------------------------------------------------------------
this Agreement; and Airspan will issue the invoice no later than 2 days
after receipt of the Order.
22.2 Once Axtel has made the payment to Airspan mentioned in Section 22.1, Axtel
shall have acquired the Second Lines Module of all of the FWA RSS Products
purchased and to be purchased by Axtel, without being obligated to pay
Airspan any other additional amount or charge with respect to such use and
activation of the Second Lines Module of the FWA RSS Products.
23. Purchase Commitment
23.1 Axtel hereby irrevocably agrees to purchase from Airspan the minimum annual
amounts of Products as further described in Annex "K" hereof.
23. Titles and Subtitles
23.1 The titles and subtitles used in this Agreement are for convenience only
and are not a part of this Agreement and do not in any way limit or amplify
the terms and provisions of this Agreement.
The Parties hereto have executed this Purchase and License Agreement for FWA
Equipment as of December 28, 2004 and it shall become effective on the Effective
Date.
AXTEL, S.A. DE C.V. AIRSPAN COMMUNICATIONS LIMITED
By: /s/ Xxxx Xxxxxxx Xxxxxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxxx
----------------------------------- --------------------------------
Name: Xxxx Xxxxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxxx
Title: Legal Representative Title: Senior Vice President
Page 21
Annex B
CHANGE ORDER PROCEDURES
ANNEX B
CHANGE ORDER PROCEDURES
The following procedure shall apply to the issuance of Change Orders under the
Agreement. Capitalized terms used and not defined herein have the meanings
attributed to them in the Agreement.
1. Change Order
Any changes made by Customer after the effective date of the Agreement,
resulting in adjustments to the content and/or specifications of the
Products, Services, process, job schedule or other requirements shall be
considered a change order ("Change Order"). The form of Change Order is
attached hereto.
1.1 Customer shall issue a written communication to the Airspan Account
Manager detailing the nature of the modifications it wishes to make.
1.2 The Airspan Account Manager shall return to Customer with an
assessment of requirements to present a quotation.
1.3 Upon acceptance of Airspan' quotation. Customer shall issue a Change
Order in the form attached hereto and deliver it to Airspan five (5)
business days from receipt of Airspan' quotation.
2. Non-Billable Change Order
If changes to the content and specifications of the Products or Services
after the Start Date of the Agreement are deemed non-billable to Customer
by Airspan, "Non-Billable" shall be checked off on the Change Order.
3. Customer Information
In cases where the Change Order is not based on models or merchandise, the
Customer Information (CI) meeting shall be held and a related document
shall be completed by Customer with the assistance of the Airspan' Systems
Application Engineer, capturing all network specifications. Customer shall
approve this document prior to each request for quotation and subsequent
Change Order.
Page 2
ANNEX B - ATTACHMENT 1
FORM OF CHANGE ORDER
Axtel, S.A. de C.V.
Re: Purchase and License Agreement dated ________
Change Order No.: _________
Circle One: Billable or Non-Billable
1. This Change Order is issued pursuant to Section 2 of the Purchase and
License Agreement, dated __________ (the "Agreement"), by and between
Axtel, S.A. de C.V. ("Customer") and Airspan Communications Limited. This
Change Order and the Products and Services to be supplied under this Change
Order shall be subject to all the terms and conditions set forth in the
Agreement.
2. This Change Order shall become effective upon execution by authorized
representatives of Airspan and Customer.
3. Origin and Description of Changes:
[insert narrative explaining reason for change]
[INSERT ONLY IF NON-BILLABLE: The purpose of this Change Order is to notify
you of some changes in the project as described below. Airspan deems these
changes non-billable. Any reference to prices or value is for informational
purposes only. Airspan requests your acknowledgement below to the changes
described in this Change Order. This Change Order shall be deemed accepted
if Airspan has not received your express rejection within thirty days from
the date set forth above.]
4. Resulting Adjustment
[address addition, deletion or change in Products to be delivered, change
in Price, Schedule, Delivery Term, etc.]
In witness whereof, the Parties have executed this Change Order on the ____ day
of ____________, 200_.
AXTEL, S.A. DE C.V.
By:_____________________________
Print Name:_____________________
Title:__________________________
AIRSPAN COMMUNICATIONS LIMITED
By:_____________________________
Print Name:_____________________
Title:__________________________
Page 3
Annex C - Description of Products
Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
Annex C
DESCRIPTION OF PRODUCTS
Page 1
Annex C - Description of Products
Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
Annex C
DESCRIPTION OF PRODUCTS
1. DOCUMENT SCOPE
1.1 Document Scope
This document details the definition of the FWA equipment to be supplied by
Airspan to AXtel. Note that "Qty." refers to the quantity of a component
required for that configuration. Where the quantity of a component required
for a configuration differs from the unit of measure for that component,
the unit of measure is included in the description of that component.
Equipment can only be ordered in whole multiples of the associated unit of
measure.
2.1.1 FWA Description of Equipment
2.1.1.1 Intentionally Left in Blank
2.1.1.2 Customer Premise Equipment Kits.
An F2 RSS Kit is defined as follows:
-------------------- ------------------------------------------------ -------
PEC Description Qty.
-------------------- ------------------------------------------------ -------
NTEG17DA F2 XXX 0
-------------------- ------------------------------------------------ -------
NTEG12FA RPCU 1
-------------------- ------------------------------------------------ -------
A0636762 RPCU Battery 1
-------------------- ------------------------------------------------ -------
NTEG12CL RPCU Power Cord 1
-------------------- ------------------------------------------------ -------
NTEG12FB RPCU Safety Booklet 1
-------------------- ------------------------------------------------ -------
NTEG99JE Drop Cable (500M) 0.04
-------------------- ------------------------------------------------ -------
NTEG99GR Dual Jacket Drop Cable Connector (50) 0.02
-------------------- ------------------------------------------------ -------
NTEG99CZ Drop Cable Connector Pins (500) 0.02
-------------------- ------------------------------------------------ -------
An F5 RSS Kit is defined as follows (RDA KIT EXCLUDED):
-------------------- ------------------------------------------------ -------
PEC Description Qty.
-------------------- ------------------------------------------------ -------
NTEG18DA F5 XXX 0
-------------------- ------------------------------------------------ -------
NTEG12FA RPCU 1
-------------------- ------------------------------------------------ -------
A0636762 RPCU Battery 1
-------------------- ------------------------------------------------ -------
NTEG12CL RPCU Power Cord 1
-------------------- ------------------------------------------------ -------
NTEG12FB RPCU Safety Booklet 1
-------------------- ------------------------------------------------ -------
NTEG99JE Drop Cable (500m) 0.04
-------------------- ------------------------------------------------ -------
Page 2
Annex C - Description of Products
Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
-------------------- ------------------------------------------------ -------
NTEG99GR Drop Cable Connector (50) 0.02
-------------------- ------------------------------------------------ -------
NTEG99CZ Drop Cable Connector Pins (500) 0.02
-------------------- ------------------------------------------------ -------
-----------------------------------------------------------------------------
An F5v2 Analog RSS Kit is defined as follows:
-------------------- ------------------------------------------------ -------
PEC Description Qty.
-------------------- ------------------------------------------------ -------
XXXX00XX X0x0 Analog XXX 0
-------------------- ------------------------------------------------ -------
NTEG12FA RPCU 1
-------------------- ------------------------------------------------ -------
A0636762 RPCU Battery 1
-------------------- ------------------------------------------------ -------
NTEG12CL RPCU Power Cord 1
-------------------- ------------------------------------------------ -------
NTEG12FB RPCU Safety Booklet 1
-------------------- ------------------------------------------------ -------
NTEG99JE Drop Cable (500m) 0.04
-------------------- ------------------------------------------------ -------
NTEG99GR Drop Cable Connector (50) 0.02
-------------------- ------------------------------------------------ -------
NTEG99CZ Drop Cable Connector Pins (500) 0.02
-------------------- ------------------------------------------------ -------
-----------------------------------------------------------------------------
An F6 Single Model RSS Kit is defined as follows:
-------------------- ------------------------------------------------ -------
PEC Description Qty.
-------------------- ------------------------------------------------ -------
XXXX00XX X0 XXX 1
-------------------- ------------------------------------------------ -------
NTEG12FA RPCU 1
-------------------- ------------------------------------------------ -------
A0636762 RPCU Battery 1
-------------------- ------------------------------------------------ -------
NTEG12CL RPCU Power Cord 1
-------------------- ------------------------------------------------ -------
NTEG12FB RPCU Safety Booklet 1
-------------------- ------------------------------------------------ -------
NTEG99JE Drop Cable (500m) 0.04
-------------------- ------------------------------------------------ -------
NTEG99GR Drop Cable Connector (50) 0.02
-------------------- ------------------------------------------------ -------
NTEG99CZ Drop Cable Connector Pins (500) 0.02
-------------------- ------------------------------------------------ -------
An RDA Kit is defined as follows:
-------------------- ------------------------------------------------ -------
NTEG18FA RDA 1
-------------------- ------------------------------------------------ -------
An F5 RSS Kit is defined as follows:
-------------------- ------------------------------------------------ -------
PEC Description Qty.
-------------------- ------------------------------------------------ -------
NTEG18DA F5 XXX 0
-------------------- ------------------------------------------------ -------
NTEG18FA RDA Kit 1
-------------------- ------------------------------------------------ -------
NTEG12FA RPCU 1
-------------------- ------------------------------------------------ -------
A0636762 RPCU Battery 1
-------------------- ------------------------------------------------ -------
NTEG12CL RPCU Power Cord 1
-------------------- ------------------------------------------------ -------
NTEG12FB RPCU Safety Booklet 1
-------------------- ------------------------------------------------ -------
-------------------- ------------------------------------------------ -------
PEC Description Qty.
-------------------- ------------------------------------------------ -------
NTEG99JE Drop Cable (500m) 0.04
-------------------- ------------------------------------------------ -------
NTEG99GR Dual Drop Cable Connector (50) 0.02
-------------------- ------------------------------------------------ -------
NTEG99CZ Drop Cable Connector Pins (500) 0.02
-------------------- ------------------------------------------------ -------
Page 3
Annex C - Description of Products
Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
2.1.1.3 Installation Brackets for F5 & F2 RSS.
Compact Mounting Bracket
-------------------- ------------------------------------------------ -------
PEC Description Qty.
-------------------- ------------------------------------------------ -------
NTEG19AJ Compact Mounting Bracket (10) 1
-------------------- ------------------------------------------------ -------
NTEG99DC Mounting Coach Screw (200) 0.015
-------------------- ------------------------------------------------ -------
NTEG99DD Washer M8 (200) 0.015
-------------------- ------------------------------------------------ -------
NTEG99DE Frame Fixing(200) 0.015
-------------------- ------------------------------------------------ -------
2.1.1.4 Radio Basestation Kits
Discrete Radio Basestation Configurations.
The following configurations are representative of a typical installation.
Specific installations may require variations on these definitions.
------------------- ------------------------------- -------------- -------------
PEC Description 18b RBS 27b RBS
------------------- ------------------------------- -------------- -------------
NTED4575 Transceiver Processor Module 5 7
------------------- ------------------------------- -------------- -------------
NTEG72AD Transceiver Baseband Module 5 7
Combining Diversity
------------------- ------------------------------- -------------- -------------
NTEG77EC Transceiver Masthead Unit Kit 6 9
------------------- ------------------------------- -------------- -------------
NTEG97PC Antenna to TMU 4m Cable 6 9
------------------- ------------------------------- -------------- -------------
NTEG94BD 1M Pre-Fit Cabinet 1 2
------------------- ------------------------------- -------------- -------------
NTEG63AA Transceiver Timer Module 0 0
------------------- ------------------------------- -------------- -------------
NTEG73AA Network Management Module 0 0
------------------- ------------------------------- -------------- -------------
NTEG99CJ TMU to Cabinet IF 1/2 " cable 0.6 0.9
(500m)
------------------- ------------------------------- -------------- -------------
NTEG91BA 1/2 " IF Cable Connector Kit 6 9
------------------- ------------------------------- -------------- -------------
NTEG99CE TMU to Cabinet Power cable 0.6 0.9
(500m)
------------------- ------------------------------- -------------- -------------
NTEG93AA Power Cable Connector Kit 6 9
------------------- ------------------------------- -------------- -------------
NTEG99CA TMU to Cabinet Data Cable 0.6 0.9
(500m)
------------------- ------------------------------- -------------- -------------
NTEG92AA Data Cable Connector Kit 6 9
------------------- ------------------------------- -------------- -------------
------------------- ------------------------------- -------------- -------------
PEC Description 18b RBS 27b RBS
------------------- ------------------------------- -------------- -------------
NTEG97MF 120 Degree Horizontal Up to 6 Up to 9
Polarization Antenna
------------------- ------------------------------- -------------- -------------
NTEG97ME 120 Degree Vertical Up to 6 Up to 9
Polarization Antenna
------------------- ------------------------------- -------------- -------------
NTEG97NF 60 Degree Horizontal Up to 6 Up to 9
Polarization Antenna
------------------- ------------------------------- -------------- -------------
NTEG97NE 60 Degree Vertical Up to 6 Up to 9
Polarization Antenna
------------------- ------------------------------- -------------- -------------
Page 4
Annex C - Description of Products
Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
------------------- ------------------------------- -------------- -------------
NTEG97NG 40 Degree Vertical 0 0
Polarization Antenna
------------------- ------------------------------- -------------- -------------
NTEG97NH 40 Degree Horizontal 0 0
Polarization Antenna
------------------- ------------------------------- -------------- -------------
NTEG94PA 120 Ohms primary E1 cable 1 2
------------------- ------------------------------- -------------- -------------
With regard to antennas for the various basestation configurations, the
quantities shown above reflect the maximum number of each antenna that could be
required in a specific installation. The combined total actual antenna
requirement for each configuration is:
18b - 6
27b - 9
48b - 18
For clarity, XXXX00XX (0X Pre-Fit Cabinet) and NTEG77EC (Transceiver Masthead
Unit Kit) are defined as follows:
--------------------------------------------------------------------------------
XXXX00XX 0X Pre-Fit Cabinet
--------------------------------------------------------------------------------
PEC Description Qty.
------------------- ----------------------------------------------------- ------
NTED4575 Transceiver Processor Module 1
------------------- ----------------------------------------------------- ------
NTEG63AA Transceiver Timer Module 2
------------------- ----------------------------------------------------- ------
NTEG72AD Transceiver Baseband Module Combining Diversity 1
------------------- ----------------------------------------------------- ------
NTEG73AA Network Management Module 1
------------------- ----------------------------------------------------- ------
NTEG7662 CABINET CABLE SET TYPE 2 1
------------------- ----------------------------------------------------- ------
NTEG74BA Over Voltage Protection Module 3
------------------- ----------------------------------------------------- ------
NTEG76BA ITS Fan Tray Assembly 1
------------------- ----------------------------------------------------- ------
NTEG76CC Secondary DC Breaker Rack Filtered 1
------------------- ----------------------------------------------------- ------
NTEG76FB I.T.S Basestation Diversity Sub Rack 1
------------------- ----------------------------------------------------- ------
NTEG76GA I.T.S U.K Maintenance Port Assembly 1
------------------- ----------------------------------------------------- ------
NTEG94AN 1.0M Cabinet Floor Mounting Plinth 1
------------------- ----------------------------------------------------- ------
NTEG94FA Alarm Connector Block 1
------------------- ----------------------------------------------------- ------
NTEG94QA 1.0M Internal ITS Cabinet 1
------------------- ----------------------------------------------------- ------
--------------------------------------------------------------------------------
NTEG77EC Transceiver Masthead Unit Kit
-----------------------------------------------------------------------------
PEC Description Qty.
------------------- ------------------------------------------------- -------
NTEG77CA T.M.U./T.A.S. Ground Bond Kit 1
------------------- ------------------------------------------------- -------
NTEG77DA Sun Shield Assembly 1
------------------- ------------------------------------------------- -------
NTEG77GB T.M.U. Assemble BF Band (100MHz) 1
------------------- ------------------------------------------------- -------
P0821020 U Bolt 61 C R S 2
------------------- ------------------------------------------------- -------
P0821021 U Bolt 126 C R S 2
------------------- ------------------------------------------------- -------
P0834843 T.M.U. Mounting Bracket V3 1
------------------- ------------------------------------------------- -------
2.1.1.5 Discrete Radio Basestation Upgrade Configurations.
The following configurations are representative of a typical installation,
eg. 45m cable runs assumed. Specific installations may require variations
on these definitions.
Page 5
Annex C - Description of Products
Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
--------------- --------------------------- ---------------- -------------------
PEC Description 18b to 27b PDS Upgrade to
Upgrade 18b ITS
--------------- --------------------------- ---------------- -------------------
NTED4575 Transceiver Processor 2 0
Module
--------------- --------------------------- ---------------- -------------------
NTEG72AD Transceiver Baseband 2 0
Module Combining Diversity
--------------- --------------------------- ---------------- -------------------
NTEG77EC Transceiver Masthead Unit 3 0
Kit
--------------- --------------------------- ---------------- -------------------
NTEG97PC Antenna to TMU 4m Cable 3 0
--------------- --------------------------- ---------------- -------------------
NTEG94BD 1M Pre-Fit Cabinet 1 0
--------------- --------------------------- ---------------- -------------------
NTEG63AA Transceiver Timer Module 0 0
--------------- --------------------------- ---------------- -------------------
NTEG73AA Network Management Module 0 0
--------------- --------------------------- ---------------- -------------------
NTEG99CJ TMU to Cabinet IF1/2" 0.3 0
cable (500m)
--------------- --------------------------- ---------------- -------------------
NTEG91BA 1/2" IF Cable Connector 3 0
Kit
--------------- --------------------------- ---------------- -------------------
NTEG99CE TMU to Cabinet Power 0.3 0
cable (500m)
--------------- --------------------------- ---------------- -------------------
NTEG93AA Power Cable Connector Kit 3 0
--------------- --------------------------- ---------------- -------------------
NTEG99CA TMU to Cabinet Data Cable 0.3 0
(500m)
--------------- --------------------------- ---------------- -------------------
NTEG92AA Data Cable Connector Kit 3 0
--------------- --------------------------- ---------------- -------------------
NTEG97MF 120 Degree Horizontal Up to 3 0
Polarization Antenna
--------------- --------------------------- ---------------- -------------------
NTEG97ME 120 Degree Vertical Up to 3 0
Polarization Antenna
--------------- --------------------------- ---------------- -------------------
NTEG97NF 60 Degree Horizontal Up to 3 0
Polarization Antenna
--------------- --------------------------- ---------------- -------------------
NTEG97NE 60 Degree Vertical Up to 3 0
Polarization Antenna
--------------- --------------------------- ---------------- -------------------
NTEG97NG 40 Degree Vertical 0 0
Polarization Antenna
--------------- --------------------------- ---------------- -------------------
NTEG97NH 40 Degree Horizontal 0 0
Polarization Antenna
--------------- --------------------------- ---------------- -------------------
NTEG71HA Transceiver processor 0 2
Module - Packet Data
--------------- --------------------------- ---------------- -------------------
N/A Packet Data Software 0 1
Activation Fee
--------------- --------------------------- ---------------- -------------------
With regard to antennas for the various basestation upgrade
configurations, the quantities shown above reflect the maximum
number of each antenna that could be required in a specific
installation. The combined total actual antenna requirement
for each upgrade configuration is:
18b to 27b Upgrade - 3
27b to 48b Upgrade - 12
Page 6
Annex C - Description of Products
Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
2.1.1.6 FWA Software.
------------ ---------------------------------------------------- ------------
PEC Description Qty.
------------ ---------------------------------------------------- ------------
N/A Basestation Packet Data Software Activation Fee 1
------------ ---------------------------------------------------- ------------
RMT SOFTWARE LICENSE FEE 1
------------ ---------------------------------------------------- ------------
2.1.1.7 FWA OA&M Equipment.
Field Engineering Terminal (FET).
Choose one of the following.
----------- ------------------------------------------------------ -------------
PEC Description Qty.
----------- ------------------------------------------------------ -------------
NTEG30AN FET System Complete (LINUX)on Panasonic CF27 1
----------- ------------------------------------------------------ -------------
NTEG30AF LINUX FET Software Application Kit for Panasonic CF27 1
----------- ------------------------------------------------------ -------------
Residential Installation System (RIS).
Survey Kit
---------------- --------------------------------------------------- -----------
PEC Description Qty.
---------------- --------------------------------------------------- -----------
NTEG24BF 100 MHz Generic Survey Kit 1
---------------- --------------------------------------------------- -----------
NTEG10DCBV RSS Installation Sub-Set Documentation 1
---------------- --------------------------------------------------- -----------
P0872025 Large Belt 1
---------------- --------------------------------------------------- -----------
NTEG24BE RTU SAK/Handle Pole Kit (5.5m extension kit) 1
---------------- --------------------------------------------------- -----------
NTEG22EB RTU SAK/Handle Assembly 1
---------------- --------------------------------------------------- -----------
A0734347 GPS 1
---------------- --------------------------------------------------- -----------
A0658055 Linesman Phone U.S. 1
---------------- --------------------------------------------------- -----------
Maintenance Kit
---------------- ----------------------------------------------- ------------
PEC Description Qty.
---------------- ----------------------------------------------- ------------
NTEG24AA 100MHz Generic Maintenance Kit 1
---------------- ----------------------------------------------- ------------
NTEG21ND PSA Mains Adapter U.S. 1
---------------- ----------------------------------------------- ------------
A0745625 RMT Mains Adapter U.S. 1
---------------- ----------------------------------------------- ------------
A0657248 Modem 1
---------------- ----------------------------------------------- ------------
A0655833 Multimeter 1
---------------- ----------------------------------------------- ------------
NTEG21PB Vehicle charging Cable 1
---------------- ----------------------------------------------- ------------
A0743766 RMT Docking Holster 1
---------------- ----------------------------------------------- ------------
Radio Element Manager (REM).
The following configurations are representative of a typical
installation. Specific installations may require variations on
these definitions.
Page 7
Annex C - Description of Products
Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
---------------- ------------------------------------------------------------------- --------------
PEC Description Qty.
---------------- ------------------------------------------------------------------- --------------
NTEG43AC HP Unix Server 1
---------------- ------------------------------------------------------------------- --------------
NTEG41GD REM Redundancy Upgrade Kit with Online Backup 1
---------------- ------------------------------------------------------------------- --------------
NTEG41EG REM Processor Upgrade Kit 1
---------------- ------------------------------------------------------------------- --------------
A0784688 HP 3.5" hot swappable drive for HP D-CAL 1
---------------- ------------------------------------------------------------------- --------------
NTEG43AA HP Client Workstation 1
---------------- ------------------------------------------------------------------- --------------
NTEJ40BK Radio Element Manager Software Platform 4.4.2 1
---------------- ------------------------------------------------------------------- --------------
NTEG42CB Snmp Ethernet Network Mgt. Card Type 2 1
---------------- ------------------------------------------------------------------- --------------
NTEG42BC Network Hub 16 Slot Chassis,Fantray, Hipernmc & Dual Psu 1
---------------- ------------------------------------------------------------------- --------------
NTEG42FB 60 Channel Netserver Ethernet L A N Card 1
---------------- ------------------------------------------------------------------- --------------
NTEG42GM Quad Modem Card With S/Xxxx Type 1 1
---------------- ------------------------------------------------------------------- --------------
NTEG43AD Unix Server annual support 1
---------------- ------------------------------------------------------------------- --------------
NTEG43AB Client Workstation annual support 1
---------------- ------------------------------------------------------------------- --------------
NTEJ40GC Remedy ARS Support 1
---------------- ------------------------------------------------------------------- --------------
NTEJ40JC Oracle RDBMS Support 1
---------------- ------------------------------------------------------------------- --------------
A0743702 Openview SW Support 1
---------------- ------------------------------------------------------------------- --------------
NTEG42KA Network Hub Annual SW Maintenance 1
---------------- ------------------------------------------------------------------- --------------
A0743715 SW support XXXX 1
---------------- ------------------------------------------------------------------- --------------
A0740374 Power cord grounded North America 0
---------------- ------------------------------------------------------------------- --------------
NTEJ40AE REM Exceed SW 1
---------------- ------------------------------------------------------------------- --------------
NTEG41HB 10 BASE-T SWITCHING HUB-24R 1
---------------- ------------------------------------------------------------------- --------------
2.1.1.8 FWA Equipment Spares.
------------------- ---------------------------------------------------------------- --------------
PEC Description Qty. Per
------------------- ---------------------------------------------------------------- --------------
NTED4575 Transceiver Processor Module 1
------------------- ---------------------------------------------------------------- --------------
NTEG72AD Transceiver Baseband Module Combining Diversity 1
------------------- ---------------------------------------------------------------- --------------
NTEG77EC Transceiver Masthead Unit Kit 1
------------------- ---------------------------------------------------------------- --------------
NTEG97PC Antenna to TMU 4m Cable 1
------------------- ---------------------------------------------------------------- --------------
NTEG76BA ITS Fan Tray Assembly 1
------------------- ---------------------------------------------------------------- --------------
NTEG76CC Secondary DC Breaker Rack Filtered 1
------------------- ---------------------------------------------------------------- --------------
NTEG76FB I.T.S Basestation Diversity Sub Rack 1
------------------- ---------------------------------------------------------------- --------------
NTEG76GA I.T.S U.K Maintenance Port Assembly 1
------------------- ---------------------------------------------------------------- --------------
NTEG94QA 1.0M Internal ITS Cabinet 1
------------------- ---------------------------------------------------------------- --------------
NTEG74BA Over Voltage Protection Module 3
------------------- ---------------------------------------------------------------- --------------
NTEG63AA Transceiver Timer Module 1
------------------- ---------------------------------------------------------------- --------------
NTEG73AA Network Management Module 1
------------------- ---------------------------------------------------------------- --------------
NTEG99CJ TMU to Cabinet IF 1/2"Cable 500m
------------------- ---------------------------------------------------------------- --------------
NTEG91BA 1/2" IF Cable Connector Kit 1
------------------- ---------------------------------------------------------------- --------------
NTEG99CE TMU to Cabinet Power Cable 500m
------------------- ---------------------------------------------------------------- --------------
NTEG93AA Power Cable Connector Kit 1
------------------- ---------------------------------------------------------------- --------------
NTEG99CA TMU to Cabinet Data Cable 500m
------------------- ---------------------------------------------------------------- --------------
NTEG92AA Data Cable Connector Kit 1
------------------- ---------------------------------------------------------------- --------------
NTEG97ME 120 Degree Vertical Polarization Antenna 1
------------------- ---------------------------------------------------------------- --------------
------------------- ---------------------------------------------------------------- --------------
PEC Description Qty. Per
------------------- ---------------------------------------------------------------- --------------
NTEG97MF 120 Degree Horizontal Polarization Antenna 1
------------------- ---------------------------------------------------------------- --------------
NTEG97NE 60 Degree Vertical Polarization Antenna 1
------------------- ---------------------------------------------------------------- --------------
NTEG97NF 60 Degree Horizontal Polarization Antenna 1
------------------- ---------------------------------------------------------------- --------------
NTEG97NG 40 Degree Vertical Polarization Antenna 1
------------------- ---------------------------------------------------------------- --------------
NTEG97NH 40 Degree Horizontal Polarization Antenna 1
------------------- ---------------------------------------------------------------- --------------
Page 8
Annex C - Description of Products
Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
NTEG71HA Transceiver Processor Module - Packet Data 1
------------------- ---------------------------------------------------------------- --------------
NTEG18DA F5 XXX 0
------------------- ---------------------------------------------------------------- --------------
NTEG18FA RDA Kit 1
------------------- ---------------------------------------------------------------- --------------
NTEG12FA RPCU 1
------------------- ---------------------------------------------------------------- --------------
A0636762 RPCU Battery 1
------------------- ---------------------------------------------------------------- --------------
NTEG12CL RPCU Power Cord 1
------------------- ---------------------------------------------------------------- --------------
NTEG12FB RPCU Safety Booklet 1
------------------- ---------------------------------------------------------------- --------------
NTEG99JE Dual Jacket Drop Cable 500m
------------------- ---------------------------------------------------------------- --------------
NTEG99GR Dual Jacket Drop Cable Connector 50
------------------- ---------------------------------------------------------------- --------------
NTEG99CZ Drop Cable Connector Pins 500
------------------- ---------------------------------------------------------------- --------------
NTEG17DA F2 XXX 0
------------------- ---------------------------------------------------------------- --------------
XXXX00XX X0 XXX 1
------------------- ---------------------------------------------------------------- --------------
NTEG18DB F5v2 XXX 0
------------------- ---------------------------------------------------------------- --------------
Page 9
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex D -Product Specifications
Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
Annex D
Product Specifications
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex D -Product Specifications
Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
Annex D
Product Specifications
PLA FWA Contract
1. Scope
1.1 This section defines the essential performance characteristics of the
Airspan Internet Fixed Wireless Access system (Internet FWA). The scope of
the section is confined to the airside equipment that supports wireless
transmission in the local loop, i.e. that part of the system from the
Base-station network interface to the subscriber premises terminal
interface (telephone socket), together with associated network management
operations systems in the element management layer. The specifications for
the switch, service gateway and other associated backhaul equipment are
therefore specifically excluded from this section.
2.1 General description
2.1.1 Intentionally Left in Blank
2.1.1.1 Purpose of Internet FWA
The Internet FWA system allows telecommunications operators to construct
high quality telephone access networks between customers' premises and
local exchanges. The system uses cellular point to multi-point wireless
technology as a replacement for traditional copper-based local loops. A
major advantage of FWA technology is that it allows operators to create new
access networks quickly and with minimum capital investment.
Each terminal in the Internet FWA system is capable of delivering PSTN
circuit-switched services through two standard analogue telephone lines. In
addition to the PSTN services, a packet-mode service may be used to deliver
`always-on' connections between one or more Internet Service Providers
(ISPs) and the computer equipment of subscribers.
The Internet FWA system provides a frequency division duplex radio link to
a subscriber transceiver system and operates in the 3.4 to 3.6 GHz band.
The air interface utilizes time division multiplex on the downlink and time
division multiple access on the uplink. The system comprises a network of
Radio Base-stations (RBS) arranged on a cellular plan and these are
connected to the PSTN or to the public Internet by a conventional back-haul
network. Each base-station consists of one or more Integrated Transceiver
Systems (ITSs).
2.1.2 Sub-systems
The Internet FWA system contains two Network elements (NEs):
o Remote Service System (RSS)
o Radio Base Station (RBS)
Page 2
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Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
The Internet FWA system contains three Operations systems (OSs):
o Radio Element Manager (REM)
o RSS Installation System (RIS)
o Field Engineering Terminal (FET)
The Remote Service System (RSS)
This system provides the subscriber with two independent analogue exchange
lines and optionally a packet data service interface. The system consists
of the RSS Terminal Unit (RTU), an RSS Power and Connection unit (RPCU) and
an RSS Data Adapter (RDA) or Dongle Data Adaptor
The RTU is mounted externally to the subscriber premises and contains a
directional antenna, radio electronics and the two analogue line interfaces
to carry PSTN services. The unit is powered from the RPCU indoor unit that
plugs into the subscribers mains supply. A `drop cable' connects the RTU to
the RPCU. The RPCU contains two sets of telephone sockets for connection to
the subscriber's telephone equipment. In order to provide the optional
packet data service, an RDA is supplied along with a special version of the
RTU that contains the required data interface. The packet data service
makes use of the HPNA standard to multiplex the data onto `line 0' of the
telephone wires. The RDA connects to the subscriber's personal computer.
The Integrated Transceiver System (ITS)
One or more ITSs form the basis of the radio base-station and have been
designed to serve an area of up to 5km radius in a typical urban
environment and up to 20km in a rural environment.
Voice band circuits from the ITS are connected to the switch by means of E1
links running a V5.2 protocol. The packet data service is also routed over
E1 links to the service gateway using L2TP (layer 2 tunnel protocol). The
ITS can route any slot from the `circuit' E1s to any slot on the airside
interface.
In principle, an ITS can be provisioned as a 3, 6, 9, 12, 15 or 18 bearer
configuration. RBS configurations specifically supported by installation
and maintenance processes provide tri-sectored configurations with 18 or
27(1) RF carriers, or a tri/hex-sectored RBS with 48 RF carriers. The
27-carrier configurations require the use of two ITSs, and the 48-carrier
configuration requires the use of three ITSs. The 48 bearer base-station is
designed to provide coverage in two `RF layers', the first layer allowing a
frequency re-use of one to be employed whilst a more conservative frequency
plan is used in the other layer. Service to the individual RSS can be
switched between these two layers depending on the interference environment
experienced at that RSS.
Radio Element Manager (REM)
----------
1 In the Axtel application, the 27 bearer base-stations generally provide only
26 bearers due to limited availability of RF channels.
Page 3
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Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
The Radio Element Manger (REM) is a high performance, high capacity
management system and is used to perform the Operation, Administration,
Maintenance and Provisioning (OAM&P) procedures for the Internet FWA
network. One REM can manage up to 200 ITSs and 150,000lines. The REM is
primarily composed of a server platform, a client platform, additional user
PCs and a Network Communications Server. Their respective purposes are
described below. The REM supports a total of 4 expert and 4 standard user
sessions.
The REM server performs all provisioning related, object-related, event and
alarm related processing, together with some of the GUI processing.
Further, the server stores all object, event and alarm related data and
state. As such, the majority of REM software executes on the server. The
server also interfaces directly to a customer's High Level Management
System (HLMS) for subscriber provisioning.
The REM Client primarily acts as the host platform for the additional user
GUI screens. It provides some of the GUI processing, and acts as a platform
on which additional user scripts run.
PCs running Exceed software connect with the REM client to allow access for
additional users.
The Network Communication Server (NCS) is an integrated terminal server and
modem unit, which provides a connectivity solution from the REM to its
network of ITSs. It also provides connectivity to the Remote Maintenance
Terminal that is used during the subscriber hardware installation.
Field engineering terminal (FET)
The installing engineer will use this equipment during installation and
commissioning of Base-station equipment. The FET application runs on a PC
platform using a LINUX operating system. The FET is intended to connect
locally into an ITS and allows control of the ITS as well as access to
status information. Each FET requires a license key to enable operation and
these are available from Airspan.
RSS Installation system (RIS)
The installing engineer will use this equipment to control the RSS during
installation, to aid antenna alignment to the Base Station, to measure the
performance of the RF link and to enable the connection. The primary
component of the RIS is the Remote Maintenance Terminal (RMT).
2.1.3 External interfaces
The physical layer external interfaces of the Internet FWA system are:
o Analogue line interface at the RSS
o Packet data interface at the RSS
o A.C. power interface at the RSS
o PCM (E1) interface at the RBS
o Packet data (E1) interface at the RBS
o D.C. power interface at the RBS
Page 4
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Annex D -Product Specifications
Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
o External alarm interface at the RBS
o Analogue line interface at the RIS. This is used to connect the RMT to
the REM to download provisioning data.
o Analogue line interface at the REM
o Ethernet interface at the REM. This is used to connect the REM to
higher-layer operations systems.
2.2 Physical characteristics
2.2.1 RSS transceiver unit (RTU)
2.2.1.1 Mechanical
Length/width: 300 mm (octagonal, measured between flat faces)
Depth: 90 mm excluding mounting brackets
Mass: 2.5 kg.
2.2.1.2 Environmental
Ambient temperature: -40 C to +50 C
Solar radiation: <= 1120 W/m2
Relative humidity: 5% to 100%
2.2.2 RSS power and connection unit (RPCU)
2.2.2.1 Mechanical
Length: 210 mm
Width: 135 mm
Depth: 41 mm
Mass: 2.0 kg including battery
2.2.2.2 Electrical
Input voltage: 85 V to 270 V RMS
Input frequency: 45 Hz to 70 Hz
2.2.2.3 Environmental
Ambient temperature: -5 C to +45 C
Relative humidity 5% to 100%
2.2.3 RSS data adaptor (RDA)
2.2.3.1 Mechanical
Length: 165 mm
Width: 125 mm
Depth: 28 mm
Mass: 250 g
Page 5
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Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
2.2.3.2 Environmental
Ambient temperature: -5C to +45C
Relative humidity: 5% to 100%
2.2.4 Integrated transceiver system (ITS) indoor equipment
2.2.4.1 Mechanical
Width: 600mm
Height and depth (1 metre cabinet): 1000 mm x 300 mm
2.2.4.2 Environmental
Ambient temperature: 0 C to +45 C
Solar radiation: <= 700 W/m2
Relative humidity: 5% to 95%
2.2.5 Integrated transceiver system (ITS) masthead equipment
2.2.5.1 Mechanical (TMU)
Height: 600 mm
Width: 450 mm
Depth: 200 mm
Mass: <= 30 kg
2.2.5.2 Environmental
Ambient temperature: -40 C to +50 C
Solar radiation: <= 1120 W/m2
Relative humidity: 5% to 100%
2.3 Radio system
2.3.1 General description of the air interface
2.3.1.1 Physical layer
The physical layer of the Internet FWA air interface uses digital time
division multiplex/time division multiple access (TDM/TDMA) with a 10-slot
frame structure. Uplink and downlink carriers are paired, and separated by
a fixed duplex spacing of 99.84MHz. A TDM/TDMA channel (i.e. one time-slot
one on one RF carrier) is known as a physical channel. In the maximum
configuration, one ITS provides 18 pairs of RF carriers, and 180 physical
channels.
The uplink carriers are contained within the frequency band 3425 MHz to
3450 MHz, and the downlink carriers are contained within the frequency band
3525 MHz to 3550 MHz.
The modulation scheme for both the uplink and downlink direction is pi/4
shifted differential quadrature phase shift keying ((pi)/4DQPSK) with a
nominal symbol rate of [ * ] symbols/s. The gross data rate is [ * ]
kbits/s per carrier.
Page 6
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--------------------------------------------------------------------------------
Reserved channels are used to allow contention access by terminals. These
access channels are not available for carrying subscribers' voice or data
traffic.
2.3.1.2 Channel plan
The Internet FWA system operates over 78 RF channels, with a nominal
channel spacing of 307.2 kHz. The lowest uplink channel (Ch. 2) has a
nominal centre frequency of 3425.8944 MHz. The highest downlink channel
(Ch. 79) has a nominal centre frequency of 3549.3888 MHz. The fixed duplex
spacing is equivalent to 325 times the channel spacing.
2.3.1.3 MAC layer for PSTN traffic
One physical channel is capable of carrying a single 32 kbit/s ADPCM
circuit-switched connection, or one half of a 64 kbit/s PCM
circuit-switched connection.
2.3.1.4 MAC layer for the Packet data service
Physical channels can be allocated in groups of six to carry packet-mode
traffic. One group of six physical channels is described as a packet
channel.
2.3.2 RF performance of the ITS equipment
2.3.2.1 Maximum transmit power
The maximum transmit power from the ITS is not less than 28 dBm for each
carrier, measured at the antenna port of the TMU.
2.3.2.2 Transmitter implementation loss
The transmitted signal from the ITS is a close approximation to an ideal
(pi)/4DQPSK signal. The additional carrier to noise margin required to
demodulate the practical transmitted signal, compared to an ideal signal is
less than 1 dB.
2.3.2.3 Spectrum due to modulation
The spectrum due to modulation at the output of the ITS is as follows:
---------------------------------- -------------------------------
Channel Mean power (dBc)
---------------------------------- -------------------------------
N 0 dBc (by definition)
N +/- 1 <= -24.5 dBc
N +/- 2 <= -40 dBc
N +/- 3 <= -50 dBc
Any other channel <= -60 dBc or -60 dBm
(whichever is greater)
---------------------------------- -------------------------------
Page 7
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--------------------------------------------------------------------------------
The mean power is measured using an ideal receiver with root-raised-cosine
filtering with transition factor ((alpha)) = 0.4, and with the receiver
tuned to the centre of the appropriate adjacent channel.
2.3.2.4 Minimum receiver sensitivity
The receiver sensitivity for the ITS is not greater than -101.5 dBm,
measured at the antenna port of the TMU, for a bit error ratio (BER) of
10-3 before forward error correction. This measurement assumes an ideal
transmitter.
2.3.2.5 Receiver selectivity
The ITS receiver selectivity is specified in terms of the level of
interfering signal consistent with a bit error ratio (BER) for the wanted
signal of less than 10-3 before FEC. The interfering signal is assumed to
be from a signal source with the ideal characteristics of the Internet FWA
radio system, centered on the applicable adjacent channel. The wanted
signal is assumed to be from a similar ideal source and set at a level 3 dB
greater than the level required for BER = 10-3 in the absence of
interference. The carrier to interference levels are as follows:
---------------------------------- -------------------------------
Channel Carrier/Interference ratio
for BER = 10-3
---------------------------------- -------------------------------
N <= 14.4 dB
N +/- 1 <= -15.5 dB
N +/- 2 <= -58.5 dB
Any other channel <= -84.5 dBc
---------------------------------- -------------------------------
2.3.3 RF performance of the RSS equipment
2.3.3.1 Maximum transmit power
The maximum transmit power from the RSS is not less than 44.5 dBm EIRP in
RF channels 8 to 73 inclusive, and not less than 41.5 dBm EIRP in the
remaining channels. This transmit power specification applies to the
complete RTU including the antenna.
2.3.3.2 Transmitter implementation loss
The transmitted signal from the RSS is a close approximation to an ideal
(pi)/4DQPSK signal. The additional carrier to noise margin required to
demodulate the practical transmitted signal, compared to an ideal signal is
less than 1 dB.
Page 8
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2.3.3.3 Spectrum due to modulation
The spectrum due to modulation at the output of the RSS is as follows:
-------------------------------- -------------------------------
Channel Mean power (dBc)
-------------------------------- -------------------------------
N [ * ]
N +/- 1 [ * ]
N +/- 2 [ * ]
N +/- 3 [ * ]
Any other channel [ * ]
-------------------------------- -------------------------------
The mean power is measured using an ideal receiver with root-raised-cosine
filtering with transition factor ((alpha)) = 0.4, and with the receiver
tuned to the centre of the appropriate adjacent channel. The measured power
is averaged over duration of the time-slot containing the uplink
transmission.
2.3.3.4 Minimum receiver sensitivity
The receiver sensitivity for the RSS is not greater than [ * ] dBm in RF
channels 8 to 73 inclusive, and not greater than [ * ] dBm in the remaining
channels. The received signal is measured at the connector of the RTU
antenna, for a bit error ratio (BER) of 10-3 before forward error
correction. This measurement assumes an ideal transmitter.
2.3.3.5 Receiver selectivity
The RSS receiver selectivity is specified in terms of the level of
interfering signal consistent with a bit error ratio (BER) for the wanted
signal of less than 10-3 before FEC. The interfering signal is assumed to
be from a signal source with the ideal characteristics of the Internet FWA
radio system, centered on the applicable adjacent channel. The wanted
signal is assumed to be from a similar ideal source and set at a level 3 dB
greater than the level required for BER = 10-3 in the absence of
interference. The carrier to interference levels are as follows:
---------------------------------- -------------------------------
Channel Carrier/Interference ratio for
BER = 10-3
---------------------------------- -------------------------------
N [ * ]
N +/- 1 [ * ]
N +/- 2 [ * ]
N +/- 3 [ * ]
Page 9
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---------------------------------- -------------------------------
Channel Carrier/Interference ratio for
BER = 10-3
---------------------------------- -------------------------------
N +/- 4 [ * ]
N +/- 5 [ * ]
Any other channel Blocking specification applies
---------------------------------- -------------------------------
2.3.3.6 RSS receiver dynamic range
The dynamic range of the RSS receiver is from the limit of sensitivity to
-20 dBm, measured at the antenna connector of the RTU. Over this dynamic
range the BER of the received signal (measured before forward error
correction) is not greater than 10-3.
2.3.3.7 RSS antenna gain
The gain of the RSS antenna is between [ * ] dBi and [ * ] dBi at the peak
of the response. The nominal beamwidth is 14 degrees (i.e. +/- 7 degrees).
The rejection of cross-polar signals in the main antenna response is not
less than 20 dB compared to a co-polar signal of identical level. The
maximum level of side-lobe responses is [ * ] dBi, and this limit applies
at azimuth angles from 22 degrees to 338 degrees with respect to the peak
response.
2.3.4 Automatic power control
To minimise interference in the network, the system incorporates automatic
uplink RF power control whereby the ITS attempts to maintain a constant
received signal strength (RSSI) of -80dBm for each active call or packet
connection. If the RSSI strays from this target, the ITS will send a
message to the appropriate RSS requesting an appropriate modification to
the uplink RF power. The ITS normally integrates the RSSI over a 30s period
before deciding whether an adjustment is required although there is a
faster attack period at the start of a call or packet connection. At the
end of a call or connection, the RSS calculates a new RF power that will be
used to initiate the next call or connection on the same RF channel.
To maintain an appropriate initial uplink RF power level during extended
periods of call inactivity, network test calls are automatically scheduled
to each RSS on each of its operating channels. Just as is the case for
normal calls, the uplink RF power is adjusted appropriately at the end of a
network test call. The scheduling period is normally set to 23 hours.
2.3.5 Combining diversity
In ITS configurations with 2 or more TMUs per sector, the system is
configured to execute two-path maximum ratio combining in the uplink. The
implementation of this feature delivers the theoretical benefit of maximum
ratio combining with less than 1 dB implementation loss.
The TMU receiver is wideband and covers all of the uplink spectrum. This
means that the IF signals from 2 TMUs in the same sector differ only by
virtue of being received from
Page 10
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2 physically separated antennas. The two I.F signals are fed to separate
arms of each receiver pair of every TBM in the sector. The TBM hosts three
such receiver pairs where each pair is configured to an appropriate
channel. The maximum ratio combining algorithm is executed independently on
each receiver pair.
2.3.6 Dynamic carrier list management
Dynamic carrier list management feature allows each RSS to modify the
classification of individual RF carriers in response to periodic
measurements of the received (downlink) signal. Each RSS notifies the ITS
of changes in carrier classification, allowing the ITS to allocate channels
with a priority reflecting the recent quality of downlink carriers. This
feature has proven to be effective in combating the effects of static
frequency-selective fading, and minimizing the impact of downlink radio
interference from nearby RBSs in the same network. This feature is
extremely valuable in networks where tri-sector and tri/hex-sector RBSs are
built in adjacent or nearby cells.
2.4 Equipment configurations
2.4.1 RBS configurations
RBS configurations that can be constructed using SR14 consist of one, two
or three ITSs. The table below lists the configurations that can be used.
------------------------------------------- ------------------ --------- ---------- ------------
Base station configuration ITS sector
organisation Circuit- Packet- Maximum
switched switched number
E1s E1s of E1
connections
------------------------------------------- ------------------ --------- ---------- ------------
18-carrier, tri-sector, Type I 6.6.6 6 0, 2 8
------------------------------------------- ------------------ --------- ---------- ------------
26-carrier, tri-sector, Type II 6.6.5 6 0, 2 11
------------------------------------------- ------------------ --------- ---------- ------------
3.3.3 3 0
------------------------------------------- ------------------ --------- ---------- ------------
26-carrier, tri-sector, Type III 9.8 6 0, 2 13
------------------------------------------- ------------------ --------- ---------- ------------
9 3 0, 2
------------------------------------------- ------------------ --------- ---------- ------------
26-carrier, tri-sector, Type IV 9.9 6 0, 2 13
------------------------------------------- ------------------ --------- ---------- ------------
8 3 0, 2
------------------------------------------- ------------------ --------- ---------- ------------
27-carrier, tri-sector, Type I 6.6.6 6 0, 2 11
------------------------------------------- ------------------ --------- ---------- ------------
3.3.3 3 0
------------------------------------------- ------------------ --------- ---------- ------------
27-carrier, tri-sector, Type II 9.9 6 0, 2 13
------------------------------------------- ------------------ --------- ---------- ------------
Page 11
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------------------------------------------- ------------------ --------- ---------- ------------
Base station configuration ITS sector
organisation Circuit- Packet- Maximum
switched switched number
E1s E1s of E1
connections
------------------------------------------- ------------------ --------- ---------- ------------
9 3 0, 2
------------------------------------------- ------------------ --------- ---------- ------------
48-carrier, tri/hex-sector 6.6.4 5 0, 2 21
------------------------------------------- ------------------ --------- ---------- ------------
6.6.4 5 0, 2
------------------------------------------- ------------------ --------- ---------- ------------
6.6.4 5 0, 2
------------------------------------------- ------------------ --------- ---------- ------------
The column `ITS sector organization' denotes the number of RF carriers than
are enabled in each sector. No relationship is implied between the position
of the elements of this list and the numbering of ITS sectors; thus a
sector organization of 6.6.5 applies equally to configurations where the
five-carrier sector is ITS sector 1, 2 or 3.
The tri/hex configuration is described as 6.6.4. The six-carrier sectors
are associated with the hex-sectored antennas, and the four-carrier sector
is associated with the tri-sectored antennas. By default, the tri-sector is
ITS sector 1.
The following rules apply:
o Where PDS is required at an ITS, two TPM-PDs must be fitted.
o Each TPM requires one E1 connection between the ITS and the local
exchange.
o Each TPM-PD requires one E1 connection between the ITS and the service
gateway.
Some of the base station configurations make use of more than one ITS.
PDS can be enabled or disabled on a `per-ITS' basis, and so it is
possible to create a multi-ITS configuration where only one or two of
the ITSs has PDS enabled.
2.4.2 PSTN traffic capacity
The PSTN traffic capacity of the supported RBS configurations is detailed
in the table below. Note these figures apply where PDS is not provided; the
PSTN capacity of an ITS with PDS is necessarily lower.
Page 12
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---------------------------------------------- -------------------------------------------------
Base station configuration Reference capacity (E)
---------------------------------------------- -------------------------------------------------
Soft sector = 0% Soft sector = 10%
---------------------------------------------- ----------------------- -------------------------
18-carrier, tri-sector, Type I [ * ] [ * ]
---------------------------------------------- ----------------------- -------------------------
26-carrier, tri-sector, Type III & IV [ * ] [ * ]
---------------------------------------------- ----------------------- -------------------------
27-carrier, tri-sector, Type II [ * ] [ * ]
---------------------------------------------- ----------------------- -------------------------
48-carrier, tri/hex-sector [ * ] [ * ]
---------------------------------------------- ----------------------- -------------------------
The reference capacity is defined as the capacity at 1% probability of
blocking for long ADPCM calls, with the optimum distribution of traffic
loading between ITS sectors.
The soft-sector capacity assumes that 10% of the traffic loading arises
from subscribers in the overlap regions between sectors, and that the
soft-sectored load is distributed evenly between three overlap regions
(3.3% of the total load in each overlap). In 26-carrier RBSs of type III
and IV, and 27-carrier RBSs of type II, there is only one overlap region
where a benefit is derived from soft sectoring; in these cases, the
capacity gain is relatively small. In the tri/hex-sectored ITS,
soft-sectoring is not enabled between hex-sectors.
One ITS with V5.2 interface can support a maximum of 2048 PSTN lines, and a
maximum of 2048 RSSs.
2.4.3 Packet data traffic capacity
2.4.3.1 Number of packet channels at an ITS
Packet channels at an ITS can be configured subject to the following rules:
o Packet data can be supported by ITSs with sector arrangement 6.6.6,
6.6.5, 8, 9, 9.8, 9.9, 6.6.4 (tri/hex)
o All packet channels consist of 6 physical channel pairs
o An ITS that supports PDS has two TPM-PDs
o One TPM-PD may support zero to four packet channels inclusive
o One ITS supports a maximum of 36 physical channels (i.e. six packet
channels)
o The largest packet partition allowed in one sector is three packet
channels
o In bi-sector or tri-sector ITSs, if the ITS provides PDS then each
sector must have at least one packet channel
o In a tri-sector ITS, the sum of the number of packet channels in the
smallest two packet partitions must not exceed four. This ensures that
sectors will not be split across TPM-PDs.
Page 13
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2.4.3.2 Number of simultaneous PPP and MAC connections
The packet data service supports a maximum of:
o 700 packet data subscribers per ITS
o [ * ] simultaneous PPP connections per ITS
o [ * ] simultaneous active MAC connections per packet channel
o [ * ] simultaneous active MAC connections per TPM-PD
o [ * ] simultaneous active MAC connections per ITS
2.4.3.3 Traffic capacity of a packet channel
Each packet channel (consisting of six physical channels) provides a shared
channel with an aggregate capacity for users' packet data traffic of not
less than [ * ] kbps in the downlink direction, and not less than 84 kbps
in the uplink direction. PPP, TCP and IP headers applied at the users'
computers are assumed to form part of the useful throughput.
2.4.3.4 Peak throughput for a single PDS user
The peak throughput for a single user is approximately 96 kbps in the
downlink direction (using the USB interface) and approximately 92 kbps in
the downlink direction (using the RS-232 interface). The peak throughput
for a single user is approximately 42 kbps in the uplink direction.
Note that these are peak figures, and apply when the user has exclusive use
of three physical channels. In normal operation, the packet channel
capacity is shared between a number of users, and mean throughput figures
for individual users will be lower than these peak values. The operator
must ensure that sufficient packet channels are configured to offer
reasonable quality of service to packet data subscribers.
2.4.3.5 Reduction in PSTN capacity
The remaining PSTN traffic capacity at an RBS with packet data service is
defined in the following table. These figures assume that 10% of the
offered traffic is from soft-sectored terminals.
-------------------------------------- -------------------------------------------------
Base station configuration Reference capacity (E)
-------------------------------------- -------------------------------------------------
One packet channel in Two packet channels in
each sector each sector
-------------------------------------- ----------------------- -------------------------
26-carrier, tri-sector, Type III & IV 194.0 178.0
-------------------------------------- ----------------------- -------------------------
Page 14
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-------------------------------------- -------------------------------------------------
Base station configuration Reference capacity (E)
-------------------------------------- -------------------------------------------------
One packet channel in Two packet channels in
each sector each sector
-------------------------------------- ----------------------- -------------------------
48-carrier, tri/hex-sector 327.0 279.0
-------------------------------------- ----------------------- -------------------------
2.5 External interfaces
2.5.1 ITS to transmission system
The interface between the ITS and the transmission system is defined by
ITU-T G.703 11/2001, `Physical/electrical characteristics of hierarchical
digital interfaces'. Only the interface at 2048 kbit/s is supported in
Internet FWA.
As an additional requirement, Internet FWA requires that the long-term
frequency accuracy of the E1 signal from the transmission system is better
than 10-7 (0.1 ppm). Transmission equipment does not normally re-time
digital traffic, and so this frequency accuracy is usually dependent on
correct configuration of the local exchange (for PSTN connections) or the
packet data network.
Internet FWA complies with ITU-T G.823, `The control of jitter and wander
within digital networks which are based on the 2048 kbit/s hierarchy'.
2.5.2 ITS to local exchange
The framing structure of the signal between the ITS and the local exchange
is defined by ITU-T G.704 10/1998, `Synchronous frame structures used at
1544, 6312, 2048, 8448 and 44 736 kbit/s hierarchical levels', and ITU-T
G.706 04/1991, `Frame alignment and cyclic redundancy check (CRC)
procedures relating to basic frame structures defined in Recommendation
G.704'.
The voice coding for circuit-switched traffic complies with ITU-T G.711
11/1988, `Pulse code modulation (PCM) of voice frequencies'.
Signaling between the ITS and the local exchange uses the V5.2 protocol,
defined in the ETSI V5.1 Specification ETS 300 324-1, V 1.2.2,
`V-Interfaces at the digital local exchange (LE) - V5.1-Interface (based on
2048 kbit/s) for the support of access network (AN)', and ETSI V5.2
Specification ETS 300 347-1, V 2.1.2, `V-interfaces at the digital local
exchange (LE) - V5.2 interface (based on 2048 kbit/s) for the support of
access network (AN)'. Only requirements for PSTN services apply to Internet
FWA.
2.5.3 ITS to packet data network
Internet FWA requires that the E1 signal from the packet data network must
comply with the framing structure defined in ITU-T G.704 (see above for a
detailed reference). Time-slot zero contains a frame synchronization
signal, and the remaining 31 time-slots are joined together to provide a
connection with an aggregate capacity of 1984 kbit/s.
Page 15
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex D -Product Specifications
Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
The layer-2 tunnel between the ITS and the packet data network uses a
protocol stack consisting of the point-to-point protocol (PPP), Internet
protocol (IP), user datagram protocol (UDP) and the layer-2 tunneling
protocol (L2TP). These protocols are defined as follows:
o PPP: Internet engineering task force (IETF) STD 51, `The point to
point protocol'
o IP: IETF RFC 791, `Internet protocol'
o UDP: IETF RFC 768, `User datagram protocol'
o L2TP: IETF XXX 0000, `Layer two tunnelling protocol (L2TP)'
2.5.4 RDA to PC
The RDA provides a choice of two different serial data standards at the
PC-RDA interface:
o Asynchronous serial interface (commonly known as RS-232) as defined in
ANSI/TIA/EIA-232-F-1997, Interface Between Data Terminal Equipment and
Data Circuit-Terminating Equipment Employing Serial Binary Data
Interchange, and
o Universal Serial Bus (USB), using the `full-speed' option, as defined
in Universal Serial Bus specification, Rev. 1.1 and USB class
definitions for communications devices, Rev. 1.0.
2.5.5 Shortly after the introduction of the New F6 RSS unit the RDA will be
replaced with a dongle that will provide the same functionality as the
existing RDA unit.
2.6. Additional Specifications
2.6.1 In addition to the Product's Specifications set forth in this Annex D, the
Parties agree to include as part of this Annex D the Product's
Specifications that will be set forth in the Compact Discs to be named as:
(i) Internet Fixed Wireless Access, MR 14.0.3 "Customer Documentation
Suite" and (ii) Internet Fixed Wireless Access, Maintenance Release MR
14.0.3 System Line Up that will be delivered with MR14.03 in February 2003.
2.6.2 New RSS Unit
Summary of the RSS changes
The new Proximity RSS Unit shall have the same form, function and fit of both of
the current RSS Equipment jointly (the F2 and F5 based RSS equipment), pursuant
the specifications provided to Axtel by Airspan and Nortel Networks (as the
former manufacturer). The New RSS Unit will be known as the F6.
The changes are summarised as follows:
o Airspan shall supply a single variant of the RSS. In particular, all
RTUs will contain a packet data interface suitable for interconnection
with the existing RDA.
Page 16
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex D -Product Specifications
Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
o The 48 volt indoor power supply, known as the RPCU, shall be revised
to remove unused functionality.
o The RTU environmental specification shall be changed so that the low
operating temperature limit will be -20 C rather than -40 C.
o The New RSS will incorporate the original Drop Cable Connector (NTEG
99GR)
Single variant RSS
In accordance with the Amendment Agreement No2, all New RSS Units will be
supplied with a packet data interface, i.e. the RSS will be `packet data ready'.
This will potentially enable Axtel to supply existing subscribers requesting the
packet data service with an RDA or equivalent device without the need for
replacing the XXX.
00 volt indoor power supply
It had been agreed that a revised solution for the indoor power supply will be
supplied. A number of solutions are possible, but relative to the current RPCU,
the following specification changes are included:
o Eliminate the mains buzzer functionality, which is understood to be
disabled by the Axtel installation teams.
o Remove the 2 secondary RJ11 sockets: It is understood that a remote
RJ11 Box is the preferred Axtel method of installation.
o Restrict the mains input voltage to Mexican requirements: The current
RPCU is designed for the global marketplace and operates with input
voltages from 85volts to 270volts ac. The power supply will be
redesigned specifically to suit Mexican requirements (88volts to 132
volts ac). Output power ratings will remain unchanged.
o The RPCU plastics material will remain essentially unchanged, but will
incorporate additional spacer/wider lugs and the blanking of the fins
to reduce the likelihood of Water and Bug.
Should there be any changes in mechanical form of the power supply, these will
be agreed with Axtel in due course.
Change to RTU lower operating temperature limit
The RTU environmental specification will be changed so that the low operating
temperature limit will be -20 C rather than -40 C. This is believed to be
acceptable for deployments in Mexico.
Single outer sheath drop cable
For the avoidance of doubt there will be no change to the existing
specification, which already states the dual outer sheath drop cable.
F6 support in SR14.2
The F6 RTU will require a new software image and support for this will be
provided in the SR14.2 system release.
Page 17
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex D -Product Specifications
Purchase and License Agreement for FWA Equipment-December 2004
--------------------------------------------------------------------------------
Others
A separate label will be added to the RTU to distinguish between and F6 from
other RTU's
Page 18
Annex E
Purchase and License Agreement for FWA Equipment (Dec 2004)
--------------------------------------------------------------------------------
Annex E
FWA Order Procedure
Page 1
Annex E
Purchase and License Agreement for FWA Equipment (Dec 2004)
--------------------------------------------------------------------------------
ORDER PROCEDURE
1 Purchase Order Procedure
Airspan and Axtel agree that a Purchase Order must be issued and delivered in
order to proceed with the supply of any Product or Service for the purposes of
this Agreement.
The Purchase Order will be issued either according to prices established in
Annex F- FWA Prices - of this Agreement or according to a specific quotation
provided by Airspan for those cases in which the prices are not stated in such
Annex. Airspan is not obliged to quote or deliver any service or material not
included in Annex C - Description of Products.
1.1 Request for Quotation
Applicable for Products and Services not included in Annex C - Description of
Products. Axtel will request the quotation in writing in a mutually agreed
format and containing the following minimum information:
a) Supplier Part or Service Number if available
b) Manufacturer Part Number if different to supplier
c) Part or Service Description
d) Quantity
e) Unit of Measure
f) Requested Deliver Time or Date
g) Delivery Location when applicable
h) Part Number (Serial Profile applicable)
1.2 Delivery of quotation by Supplier
Airspan will provide the quotation in accordance with the terms set forth below.
The quotation will be submitted to Axtel's Purchasing Department and
Strategic Negotiations Department in writing within a reasonable period of time,
depending on the complexity of the quote referred, duly signed by Supplier Sales
Representative and containing the following information:
a) Supplier Quotation Number
b) Supplier Part or Service Number
c) Manufacturer Part Number if different to Supplier's
d) Part or Service Description
e) Quantities
f) Unit of Measure
Page 2
Annex E
Purchase and License Agreement for FWA Equipment (Dec 2004)
--------------------------------------------------------------------------------
g) Part Number (Serial Profile applicable)
h) Unit Price as defined in Annex F of the Agreement (Price of Unit of a
part number may be a part of a package or the price when Axtel want to
buy separate)
i) Extended Price
j) Warranty Terms and Conditions if applicable
k) Payment Terms
l) Expiration Date
m) Delivery Time per Item
n) Delivery Site or Delivery Location when applicable
o) Agreement Name
1.3 Submission of Purchase Orders - General
Axtel will submit the Purchase Order in accordance with the
terms set forth below
Purchase Orders shall be submitted in a mutually agreed format or media to the
Airspan Commercial Representative, duly signed by an authorized Axtel
representative and containing the following minimum information:
a) Purchase Order Number
b) Purchase Order Date
c) Supplier Quotation Number if applicable
d) Requested Delivery Date per each item e) Axtel Part Number
f) Supplier Part or Service Number as per Annex C or quotation
g) Manufacturer Part Number if different to Supplier when applicable
h) Part or Service Description
i) Quantities per each item
j) Unit of Measure
k) Unit Price as defined in Annex F of the Agreement
l) Extended Price
m) Billing Instructions
n) Payment Terms as per signed Agreement
o) Shipping Instructions and Delivery Location
p) Agreement Name
q) Wording expressing "Purchase Order 100% binding and non-cancelable"
r) Wording referencing Terms and Conditions to Agreement signed
s) Special wording when applicable
Airspan shall acknowledge receipt in writing of the Purchase Order within five
(5) business days after received.
Airspan shall accept such Purchase Order in accordance with the terms set forth
in Section 2 of the Agreement.
Page 3
Annex E
Purchase and License Agreement for FWA Equipment (Dec 2004)
--------------------------------------------------------------------------------
1.4 Address and Times for Submission of Purchase Orders
Purchase Orders shall be submitted to Airspan Commercial Representative at the
following address:
Xxx Xxxxxx
Airspan Networks Inc
000 Xxxxxx Xxxx,
Xxxxx 000
Xxxx Xxxxx
Xx, 00000
In the event of a change of the address, Airspan will advise Axtel thereof in
writing.
2 FWA Product Delivery Times
Product Delivery times are indicated in Annex J .
2.1 Product Delivery
Within three business days after Final Ship Date:
a) Axtel's freight representative shall collect the Products at the Airspan
factory or designated warehouse, as applicable and shall sign the
corresponding Freight Xxxx which will constitute the sole Proof of Delivery
(the "Product Delivery").
b) If, for whatever reason, the customer's freight representative does not
collect the Products within the aforementioned period of three business
days, Delivery of the products shall be deemed 100% complete (the "Product
Delivery"). In such case, Proof of Delivery shall be the unsigned Freight
Xxxx.
3 Intentionally left in blank
4 Invoicing
4.1 Product Invoicing
Airspan will submit the invoice in accordance with the terms set forth in
Section 5 of the Agreement.
Page 4
Annex E
Purchase and License Agreement for FWA Equipment (Dec 2004)
--------------------------------------------------------------------------------
Within the next five (5) business days after the delivery by Axtel to Airspan of
a Purchase Order which is in compliance with Section 2 of this Contract, Airspan
shall deliver to Axtel an invoice for one hundred percent (100%) of the purchase
price of such Order.
Airspan' original invoices will be delivered to Axtel's Accounts Payable
department with a copy to the Axtel Purchasing representative. Axtel will
immediately acknowledge receipt of invoices by stamping a copy as "received" and
returning it to Airspan.
4.2 Services Invoicing
Airspan shall invoice Axtel for Services in accordance with section 5 of the
Agreement.
4.3 Invoicing General
All invoices shall be issued containing the following minimum information and
requirements:
a) Official name and address of Axtel as follows:
Axtel S.A. de C.V.
Blvd. Xxxx Xxxxx Km. 3.33 L-1
Col . Unidad San Xxxxx San Xxxxx Xxxxx Xxxxxx, X.X.
Mexico 66215
RFC: XXX-940727-FP8
b) Purchase Order Number (s)
c) Invoice Number
d) Invoice date
e) Supplier Quotation Number if applicable
f) Supplier Part or Service Number if applicable
g) Axtel part Number.
h) Manufacturer Part Number if different to Supplier when applicable
i) Part or Service Description
j) Quantities per each item
k) Unit of Measure
l) Unit Price for Equipment or Services.
m) Extended Price for Equipment or Services.
n) Payment Terms
o) Delivery Location for Services when applicable
p) Agreement Name
q) Supplier Name and Address
r) Service Receipt Acceptance Number or Good Receipt Acceptance Number as
applicable.
5 Equipment Shipping Instructions, Shipping Documents and Goods Receipt.
All shipments shall be consigned according to the Purchase Order or Change
Order.
Page 5
Annex E
Purchase and License Agreement for FWA Equipment (Dec 2004)
--------------------------------------------------------------------------------
Airspan shall submit a copy of the following documentation via fax to Axtel's
Purchasing Department immediately after Delivery.
o Proof of Delivery
o Packing List.
o Packing List including the material part number that Axtel and Aisrpan
manage with a serial number.
o Certificate of Origin (NAFTA Certificate, if it applies)
o Copy of Original Invoice
For purposes of the Agreement, the Delivery Date of the products shall be deemed
the date on which Airspan delivers via fax to Axtel the documents mentioned
above.
A copy of the following documentation should be attached to the shipment:
o Copy of Original Invoice
o Packing List with product serial number when applicable
o Certificate of Origin (NAFTA Certificate, if it applies)
During the following ten (10) days after Delivery Date, Axtel shall issue a
Goods Receipt document that shall contain at least the following information:
o Document Date
o Purchase Order Number (s)
o Invoice Number(s)
o Delivery Date
o Acceptance Note and Goods Receipt Number
o Refusal Note describing the reasons in writing (if applicable) in
accordance with the terms of the Agreement
If after ten (10) days from Delivery Date, Axtel has not delivered to Airspan
such Goods Receipt document, it will be deemed that Axtel has accepted the
shipment and it will be deemed that there are no Non-Compliant products in such
shipment.
Partial deliveries shall only be allowed such as stated in Annex J and section
5.4 of the Agreement.
6 Services Acceptance
In the event of Services, during the following ten (10) Business Days after
completion of the Services by Supplier, Axtel shall issue a Service Acceptance
Notification to Supplier that should contain at least the following information:
o Document Date
o Purchase Order Number
o Date of Service Completion
Page 6
Annex E
Purchase and License Agreement for FWA Equipment (Dec 2004)
--------------------------------------------------------------------------------
o Acceptance Note and Service Receipt Acceptance Number
o Refusal Note describing the reasons in writing (if applicable)
If after ten (10) Business Days, Axtel has not delivered to Airspan such Service
Acceptance Notification, it will be deemed that Axtel has accepted the provided
Services and Airspan will invoice Axtel.
Page 7
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex F - Prices
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
Annex F
FWA Prices
Page 1
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex F - Prices
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
Annex F
FWA Prices
1.0 Document Scope.
This document details the definition and pricing of the FWA equipment to be
supplied by Airspan to AXtel as per the "FWA Supply Agreement". All prices are
in US dollars. CIP for RSS & RIS are quoted as @ Airspan American consolidation
warehouse for Mexico (currently Texas, USA). Ex-works terms for RBS & FET are
quoted @ Airspan RBS manufacturing site (currently Dumfermline Scotland) and
Ex-works terms for REM are quoted @ Airspan REM integration site (currently
Dumfermline Scotland).
2.0 Customer Premise Equipment Kits.
2.1 Customer Premise Equipment Kits (CPE).
An F5 RSS Kit is defined as follows for Orders for Delivery from April 1st 2005
(RDA Kit excluded):
-------------------- ------------------------------------------------ ------- -------------------
PEC Description Qty. Ext. Price CIP USD
-------------------- ------------------------------------------------ ------- -------------------
NTEG18DA F5 XXX 0
-------------------- ------------------------------------------------ ------- -------------------
NTEG12FA RPCU 1
-------------------- ------------------------------------------------ ------- -------------------
A0636762 RPCU Battery 1
-------------------- ------------------------------------------------ ------- -------------------
NTEG12CL RPCU Power Cord 1
-------------------- ------------------------------------------------ ------- -------------------
NTEG12FB RPCU Safety Booklet 1
-------------------- ------------------------------------------------ ------- -------------------
NTEG99JE Drop Cable (500m) 0.04
-------------------- ------------------------------------------------ ------- -------------------
NTEG99GR Drop Cable Connector (50) 0.02
-------------------- ------------------------------------------------ ------- -------------------
NTEG99CZ Drop Cable Connector Pins (500) 0.02
-------------------- ------------------------------------------------ ------- -------------------
$[ * ]
----------------------------------------------------------------------------- -------------------
Prior to Orders for Delivery from April 1st 2005, an F5 Kit includes the RDA at
a price of $[ * ]
An F5v2 Analog RSS Kit is defined as follows, with pricing effective for Orders
for Delivery from 1st April 2005:
-------------------- ------------------------------------------------ ------- -------------------
PEC Description Qty. Ext. Price CIP USD
-------------------- ------------------------------------------------ ------- -------------------
NTEG18DB F5v2 Analog XXX 0
-------------------- ------------------------------------------------ ------- -------------------
NTEG12FA RPCU 1
-------------------- ------------------------------------------------ ------- -------------------
A0636762 RPCU Battery 1
-------------------- ------------------------------------------------ ------- -------------------
NTEG12CL RPCU Power Cord 1
-------------------- ------------------------------------------------ ------- -------------------
NTEG12FB RPCU Safety Booklet 1
-------------------- ------------------------------------------------ ------- -------------------
NTEG99JE Drop Cable (500m) 0.04
-------------------- ------------------------------------------------ ------- -------------------
NTEG99GR Drop Cable Connector (50) 0.02
-------------------- ------------------------------------------------ ------- -------------------
NTEG99CZ Drop Cable Connector Pins (500) 0.02
-------------------- ------------------------------------------------ ------- -------------------
$[ * ]
----------------------------------------------------------------------------- -------------------
Page 2
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex F - Prices
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
Prior to Orders for Delivery from April 1st 2005 F5v2 Analog RSS Kit price is $
[ * ]
An F6 Single Model RSS Kit is defined as follows pricing effective Orders for
Delivery from 1st April 2005
-------------------- ------------------------------------------------ ------- --------------------------
PEC Description Qty. Ext. Price CIP USD
-------------------- ------------------------------------------------ ------- --------------------------
NTEG19DE F6 XXX 0
-------------------- ------------------------------------------------ ------- --------------------------
NTEG12FA RPCU 1
-------------------- ------------------------------------------------ ------- --------------------------
A0636762 RPCU Battery 1
-------------------- ------------------------------------------------ ------- --------------------------
NTEG12CL RPCU Power Cord 1
-------------------- ------------------------------------------------ ------- --------------------------
NTEG12FB RPCU Safety Booklet 1
-------------------- ------------------------------------------------ ------- --------------------------
NTEG99JE Drop Cable (500m) 0.04
-------------------- ------------------------------------------------ ------- --------------------------
NTEG99GR Drop Cable Connector (50) 0.02
-------------------- ------------------------------------------------ ------- --------------------------
NTEG99CZ Drop Cable Connector Pins (500) 0.02
-------------------- ------------------------------------------------ ------- --------------------------
$[ * ]
----------------------------------------------------------------------------- --------------------------
An RDA Kit for Orders for Delivery from 1st April 2005 is defined as follows:
-------------------- ------------------------------------------------ ------- --------------------------
PEC Description Qty. Ext. Price CIP USD
-------------------- ------------------------------------------------ ------- --------------------------
NTEG18FA RDA or Dongle 1
-------------------- ------------------------------------------------ ------- --------------------------
-------------------- ------------------------------------------------ ------- --------------------------
-------------------- ------------------------------------------------ ------- --------------------------
Right to use fee of PD functionality included
-------------------- ------------------------------------------------ ------- --------------------------
$[ * ]
----------------------------------------------------------------------------- --------------------------
2.2 Installation Brackets for any type of RSS.
Compact Mounting Bracket
-------------------- ------------------------------------------------ ------- --------------------------
PEC Description Qty. Ext. Price CIP USD
-------------------- ------------------------------------------------ ------- --------------------------
NTEG19AJ Compact Mounting Bracket (10) 1
-------------------- ------------------------------------------------ -------
NTEG99DC Mounting Coach Screw (200) 0.015
-------------------- ------------------------------------------------ -------
NTEG99DD Washer M8 (200) 0.015
-------------------- ------------------------------------------------ -------
NTEG99DE Frame Fixing(200) 0.015
-------------------- ------------------------------------------------ ------- --------------------------
$[ * ]
-------------------- ------------------------------------------------ ------- --------------------------
Page 3
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex F - Prices
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
3.0 Radio Basestation Kits
Discrete Radio Basestation Configurations.
The following configurations and the associated pricing for Orders for Delivery
after December 31st 2004 are representative of a typical installation of RBS
Kits. Specific installations may require variations on these definitions for
which the vendor will provide revised pricing quotations at that time.
------------------- ------------------------------------------------------- --------------- --------------
PEC Description 18b RBS 27b RBS
------------------- ------------------------------------------------------- --------------- --------------
NTED4575 Transceiver Processor Module 5 7
------------------- ------------------------------------------------------- --------------- --------------
NTEG72AD Transceiver Baseband Module Combining Diversity 5 7
------------------- ------------------------------------------------------- --------------- --------------
NTEG77EC Transceiver Masthead Unit Kit 6 9
------------------- ------------------------------------------------------- --------------- --------------
NTEG97PC Antenna to TMU 4m Cable 6 9
------------------- ------------------------------------------------------- --------------- --------------
NTEG94BD 1M Pre-Fit Cabinet 1 2
------------------- ------------------------------------------------------- --------------- --------------
NTEG63AA Transceiver Timer Module 0 0
------------------- ------------------------------------------------------- --------------- --------------
NTEG73AA Network Management Module 0 0
------------------- ------------------------------------------------------- --------------- --------------
NTEG99CJ TMU to Cabinet IF 1/2" cable (500m) 0.6 0.9
------------------- ------------------------------------------------------- --------------- --------------
NTEG91BA 1/2" IF Cable Connector Kit 6 9
------------------- ------------------------------------------------------- --------------- --------------
NTEG99CE TMU to Cabinet Power cable (500m) 0.6 0.9
------------------- ------------------------------------------------------- --------------- --------------
NTEG93AA Power Cable Connector Kit 6 9
------------------- ------------------------------------------------------- --------------- --------------
NTEG99CA TMU to Cabinet Data Cable (500m) 0.6 0.9
------------------- ------------------------------------------------------- --------------- --------------
NTEG92AA Data Cable Connector Kit 6 9
------------------- ------------------------------------------------------- --------------- --------------
NTEG97NE 60 Degree Vertical Polarization Antenna 0 0
------------------- ------------------------------------------------------- --------------- --------------
NTEG97ME 120 Degree Vertical Polarization Antenna 6 9
------------------- ------------------------------------------------------- --------------- --------------
NTEG94PA 120 0hms primary E1 Cable 1 2
------------------- ------------------------------------------------------- --------------- --------------
Ex-Works Price USD $[ * ] $[ * ]
--------------------------------------------------------------------------- --------------- --------------
For clarity, XXXX00XX (0X Pre-Fit Cabinet) and NTEG77EC (Transceiver Masthead
Unit Kit) are defined as follows:
------------------------------------------------------------------------------------------------------
XXXX00XX 0X Pre-Fit Cabinet
------------------------------------------------------------------------------------------------------
PEC Description Qty.
------------------- ------------------------------------------------------------------------- --------
NTED4575 TRANSCEIVER PROCESSOR MODULE 1
------------------- ------------------------------------------------------------------------- --------
NTEG63AA TRANSCEIVER TIMER MODULE 2
------------------- ------------------------------------------------------------------------- --------
NTEG72AD TRANSCEIVER BASEBAND MODULE COMBINING DIVERSITY 1
------------------- ------------------------------------------------------------------------- --------
NTEG73AA NETWORK MANAGEMENT MODULE 1
------------------- ------------------------------------------------------------------------- --------
NTEG7762 CABINET CABLE SET TYPE 2 1
------------------- ------------------------------------------------------------------------- --------
NTEG74BA OVER-VOLTAGE PROTECTION MODULE 3
------------------- ------------------------------------------------------------------------- --------
NTEG76BA ITS FAN TRAY ASSEMBLY 1
------------------- ------------------------------------------------------------------------- --------
NTEG76CC SECONDARY DC BREAKER RACK FILTERED 1
------------------- ------------------------------------------------------------------------- --------
NTEG76FB I.T.S Basestation DIVERSITY SUB RACK 1
------------------- ------------------------------------------------------------------------- --------
NTEG76GA I.T.S U.K MAINTENANCE PORT ASSEMBLY 1
------------------- ------------------------------------------------------------------------- --------
NTEG94AN 1.0M CABINET FLOOR MOUNTING PLINTH 1
------------------- ------------------------------------------------------------------------- --------
NTEG94FA ALARM CONNECTOR BLOCK 1
------------------- ------------------------------------------------------------------------- --------
NTEG94QA 1.0M INTERNAL I.T.S. CABINET 1
------------------- ------------------------------------------------------------------------- --------
Page 4
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex F - Prices
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------
NTEG77EC Transceiver Masthead Unit Kit
-------------------------------------------------------------------------------
PEC Description Qty.
------------------- ------------------------------------------------ ----------
NTEG77CA T.M.U./T.A.S. GROUND BOND KIT 1
------------------- ------------------------------------------------ ----------
NTEG77DA SUN SHIELD ASSEMBLY 1
------------------- ------------------------------------------------ ----------
NTEG77GB T.M.U. ASSY BF-BAND (100MHz) 1
------------------- ------------------------------------------------ ----------
P0821020 U BOLT 61 C R S 2
------------------- ------------------------------------------------ ----------
P0821021 U BOLT 126 C R S 2
------------------- ------------------------------------------------ ----------
P0834843 T.M.U. MOUNTING BRACKET V3 1
------------------- ------------------------------------------------ ----------
3.1 PDS Upgrade Configurations.
The following configurations and the associated pricing are representative
------------------- -------------------------------------------------- --------------------
PEC Description PDS Upgrade
------------------- -------------------------------------------------- --------------------
NTEG71HA Transceiver processor Module - Packet Data 2
------------------- -------------------------------------------------- --------------------
N/A Packet Data Software Activation Fee 1
------------------- -------------------------------------------------- --------------------
Ex-Works Price USD $[ * ]
---------------------------------------------------------------------- --------------------
4.0 FWA Software
------------ -------------------------------------------------------- ------------ ---------------------
PEC Description Qty. Ex-Works Price USD
------------ -------------------------------------------------------- ------------ ---------------------
N/A RMT Data Software Activation Fee 1 To be Quoted
------------ -------------------------------------------------------- ------------ ---------------------
5.0 FWA OA&M Equipment.
5.1 Field Engineering Terminal (FET).
Choose one of the following.
------------------ ------------------------------------------------------ ---------- -------------------
PEC Description Qty. Ex-Works Price
USD
------------------ ------------------------------------------------------ ---------- -------------------
NTEG30AN FET System Complete (LINUX)on Panasonic CF27 1 $[ * ]
------------------ ------------------------------------------------------ ---------- -------------------
NTEG30AF LINUX FET Software Application Kit for Panasonic CF27 1 $[ * ]
------------------ ------------------------------------------------------ ---------- -------------------
5.2 Residential Installation System (RIS).
Survey & Maintenance Kit
-------------------- ------------------------------------------------------ -----------
PEC Description Qty.
-------------------- ------------------------------------------------------ -----------
NTEG24BF 100 MHz Generic Survey Kit 1
-------------------- ------------------------------------------------------ -----------
Page 5
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex F - Prices
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
NTEG10DCBV RSS Installation Sub-Set Documentation 1
-------------------- ------------------------------------------------------ -----------
P0872025 Large Belt 1
-------------------- ------------------------------------------------------ -----------
NTEG24BE RTU SAK/Handle Pole Kit (5.5m extension kit) 1
-------------------- ------------------------------------------------------ -----------
NTEG22EB RTU SAK/Handle Assembly 1
-------------------- ------------------------------------------------------ -----------
A0734347 GPS 1
-------------------- ------------------------------------------------------ -----------
A0658055 Linesman Phone U.S. 1
-------------------- ------------------------------------------------------ -----------
XXXX00XX 000XXx Generic Maintenance Kit 1
-------------------- ------------------------------------------------------ -----------
NTEG21ND PSA Mains Adapter U.S. 1
-------------------- ------------------------------------------------------ -----------
A0745625 RMT Mains Adapter U.S. 1
-------------------- ------------------------------------------------------ -----------
A0657248 Modem 1
-------------------- ------------------------------------------------------ -----------
A0655833 Multimeter 1
-------------------- ------------------------------------------------------ -----------
NTEG21PB Vehicle charging Cable 1
-------------------- ------------------------------------------------------ -----------
A0743766 RMT Docking Holster 1
-------------------- ------------------------------------------------------ -----------
CIP $[ * ]
Price USD
-------------------- ------------------------------------------------------ -----------
5.3 Radio Element Manager (REM).
The following configuration is based on the original Model 3 REM but includes
additional functionality upgrades that were introduced during the previous
contract.
-------------------- ----------------------------------------------------------------- -----------------
Description Qty.
-------------------- ----------------------------------------------------------------- -----------------
NTEG43AC HP Unix Server 1
-------------------- ----------------------------------------------------------------- -----------------
NTEG41GD XXXX Functionality 1
-------------------- ----------------------------------------------------------------- -----------------
NTEG41GE Dual Processor Functionality 1
-------------------- ----------------------------------------------------------------- -----------------
NTEG43AA HP Client Workstation 1
-------------------- ----------------------------------------------------------------- -----------------
NTEJ40BN Radio Element Manager Software Platform 1
-------------------- ----------------------------------------------------------------- -----------------
NTEG42BC Xxxxxxx Xxx 00 Xxxx Xxxxxxx,Xxxxxxx,Xxxxxxxx, Dual Psu 1
-------------------- ----------------------------------------------------------------- -----------------
NTEG42FB HyperARC 1
-------------------- ----------------------------------------------------------------- -----------------
NTEG42GM Quad Modem Card With S/Xxxx Type 1 1
-------------------- ----------------------------------------------------------------- -----------------
NTEG43AD Unix Server annual support 1
-------------------- ----------------------------------------------------------------- -----------------
NTEG43AB Client Workstation annual support 1
-------------------- ----------------------------------------------------------------- -----------------
NTEJ40GC Remedy ARS Support 1
-------------------- ----------------------------------------------------------------- -----------------
NTEJ40JC Oracle RDBMS Support 1
-------------------- ----------------------------------------------------------------- -----------------
A0743702 Openview SW Support 1
-------------------- ----------------------------------------------------------------- -----------------
NTEG42KA Network Hub Annual SW Maintenance 1
-------------------- ----------------------------------------------------------------- -----------------
A0743715 SW support XXXX 1
-------------------- ----------------------------------------------------------------- -----------------
Ex-Works Price USD $[ * ]
-------------------- ----------------------------------------------------------------- -----------------
6.0 FWA Equipment Spares.
-------------------- ------------------------------------------------------ ---------- ---------------
PEC Description Qty. Per Ex-Works
Price USD
-------------------- ------------------------------------------------------ ---------- ---------------
NTED4575 Transceiver Processor Module 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG72AD Transceiver Baseband Module Combining Diversity 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG77EC Transceiver Masthead Unit Kit 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
Page 6
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex F - Prices
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
NTEG97PC Antenna to TMU 4m Cable 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG76BA I.T.S. Fan Tray Assembly 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG76CC Secondary DC Breaker Rack Filtered 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG76FB I.T.S Basestation Diversity Sub Rack 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG76GA I.T.S U.K. Maintenance Port Assembly 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG94QA 1.0M Internal ITS Cabinet 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG74BA Over Voltage Protection Module 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG63AA Transceiver Timer Module 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG73AA Network Management Module 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG99CJ TMU to Cabinet IF 1/2" Cable 500m $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG91BA 1/2" IF Cable Connector Kit 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG99CE TMU to Cabinet Power Cable 500m $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG93AA Power Cable Connector Kit 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG99CA TMU to Cabinet Data Cable 500m $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG92AA Data Cable Connector Kit 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG97ME 120 Degree Vertical Polarization Antenna 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG97MF 120 Degree Horizontal Polarization Antenna 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG97NE 60 Degree Vertical Polarization Antenna 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG97NF 60 Degree Horizontal Polarization Antenna 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG97NG 40 Degree Vertical Polarization Antenna (For orders 1 $[ * ]
of less than 120 units)
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG97NH 40 Degree Horizontal Polarization Antenna (For 1 $[ * ]
orders of less than 120 units)
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG97NG 40 Degree Vertical Polarization Antenna (For orders 1 $[ * ]
of more than 120 units)
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG97NH 40 Degree Horizontal Polarization Antenna (For 1 $[ * ]
orders of more than 120 units)
-------------------- ------------------------------------------------------ ---------- ---------------
NTEG71HA Transceiver Processor Module - Packet Data 1 $[ * ]
-------------------- ------------------------------------------------------ ---------- ---------------
------------------ -------------------------------------------------------- ---------- -----------------
PEC Description Qty. Per Ext. Price CIP
USD
------------------ -------------------------------------------------------- ---------- -----------------
NTEG18DA F5 XXX 0 $[ * ]
------------------ -------------------------------------------------------- ---------- -----------------
NTEG19DE F6 XXX 0 $[ * ]
------------------ -------------------------------------------------------- ---------- -----------------
NTEG18FA RDA Kit or Dongle 1 $[ * ]
------------------ -------------------------------------------------------- ---------- -----------------
NTEG12FA RPCU 1 $[ * ]
------------------ -------------------------------------------------------- ---------- -----------------
A0636762 RPCU Battery 1 $[ * ]
------------------ -------------------------------------------------------- ---------- -----------------
NTEG12CL RPCU Power Cord 1 $[ * ]
------------------ -------------------------------------------------------- ---------- -----------------
NTEG12FB RPCU Safety Booklet 1 $[ * ]
------------------ -------------------------------------------------------- ---------- -----------------
NTEG99JE Dual Jacket Drop Cable 500m $[ * ]
------------------ -------------------------------------------------------- ---------- -----------------
------------------ -------------------------------------------------------- ---------- -----------------
PEC Description Qty. Per Ext. Price CIP
USD
------------------ -------------------------------------------------------- ---------- -----------------
NTEG99GY Dual Jacket Drop Cable Connector 50 $[ * ]
------------------ -------------------------------------------------------- ---------- -----------------
NTEG99CZ Drop Cable Connector Pins 500 $[ * ]
------------------ -------------------------------------------------------- ---------- -----------------
XXXX00XX X0 XXX or Substitute 1 $[ * ]
------------------ -------------------------------------------------------- ---------- -----------------
Page 7
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex F - Prices
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
For spares Orders greater than $100,000.00 a discount of [ ]% will be offered on
all RBS equipment.
Page 0
Xxxxx X - Xxxxxxxx Services
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
ANNEX G
WARRANTY TERMS AND SERVICES
Page 0
Xxxxx X - Xxxxxxxx Services
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
PURCHASE AND LICENSE AGREEMENT FOR FWA EQUIPMENT
ANNEX G
This is the Annex "G" of the Purchase and License Agreement for FWA Equipment,
dated as of December 28, 2004 (the "Agreement"), entered into by and among
Airspan Communications Limited ("Airspan"), and Axtel, S.A. de C.V. ("Axtel").
PART ONE - WARRANTY TERMS
THE WARRANTIES EXPRESSLY SET FORTH IN THIS ANNEX "G" CONSTITUTE THE ONLY
WARRANTIES MADE BY AIRSPAN WITH RESPECT TO THE PRODUCTS. SUCH WARRANTIES ARE IN
LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
1.1 Airspan warrants that the Products will be free from defects in materials
and workmanship and will function substantially in accordance with the
applicable specifications during the warranty period of twelve (12) months
from the respective Delivery Date ("Warranty Period").
1.2 Airspan undertakes to promptly remedy pursuant the terms set forth in this
Annex "G" all defects discovered in the Products within the Warranty Period
and properly notified to Airspan in accordance with this Section. Repaired
or replaced Products shall have a new warranty period of 180 days from the
date of delivery to Axtel or up to the end of the original Warranty Period,
whichever is longer.
1.3 Subject to the said Warranty Period(s), Airspan warrants that the Products,
and any part thereof, will comply and function in accordance with the
specifications set forth in Annex "D" of the Agreement and all of the
requirements of the Agreement.
1.4 If an item of Product is or becomes defective during its Warranty Period,
Airspan will at its option either repair or replace the item. In the event
Airspan determines that repair or replacement as set forth in this Annex G
cannot be made using commercially reasonable efforts (which determination
shall be made within thirty (30) days after Airspan receives written notice
from Axtel) Airspan will give Axtel a credit equal to the purchase price
paid by Axtel for the Product, provided that Axtel has returned such
Product to Airspan.
1.4.1 Axtel must return each defective item to Airspan, at an address to be
advised by Airspan, no later than sixty (60) days after the end of its
Warranty Period. When Axtel is required to return a defective Product to
Airspan for warranty service, Axtel agrees to ship it prepaid and suitably
packaged to the location designated by Airspan. In making such return,
Axtel will comply with the procedures specified in Part Two of this Annex
G. Airspan will repair or replace such defective item at no additional
charge to Axtel and return, at its own cost, the repaired or replacement
item to Axtel's address specified in the PO, together with the appropriate
documentation required for such shipment and return shipment thereof.
Airspan shall
Page 2
Annex G - Warranty Services
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
be responsible for loss of, or damage to, Product while it is (y) in
Airspan's possession, or (z) in transit back to Axtel. Title to each
replacement item will pass to Axtel on payment in full for the replacement
item or, if no payment is due, on receipt by Axtel.
1.5 No warranty is provided for: (i) supply items normally consumed during
Product operation; (ii) failures caused by non-Airspan products; (iii)
failures caused by a Product's inability to operate in conjunction with
other Axtel hardware or software different from the Third Party Vendor
Items provided by Airspan under this Agreement; or (iv) performance
failures resulting from improper installation and maintenance or Axtel's
use of unauthorized parts or components.
The warranty will be voided by misuse, accident, damage, alteration or
modification, failure to maintain proper physical or operating environment,
use of unauthorized parts or components or improper Axtel maintenance.
Software is not warranted to operate uninterrupted or error free. The
performance by Axtel, directly or indirectly, of the installation,
engineering, commissioning, network design, support and maintenance of FWA
Products by skilled personnel in accordance with the Airspan Procedures
shall not invalidate the warranty provided hereunder.
1.6 Airspan covenants that it has good title to all hardware (including Third
Party Hardware) to be delivered hereunder and that Airspan shall convey to
Axtel good title to the hardware free from any and all liens, encumbrances
or third party rights whatsoever in accordance with the Agreement. In
addition, Airspan covenants that it is entitled to xxxxx Xxxxx the right to
use the Software free from any and all liens or encumbrances whatsoever in
accordance with the Agreement.
1.7 The warranty and/or the extended warranty shall not be affected if Axtel
connects to the Products, software or hardware from other suppliers if such
suppliers' hardware or software complies with international
telecommunications standards and Axtel is current with Products software
loads, provided that such current Product software load is required for the
correct interoperability between such hardware and software.
1.8 Airspan shall provide the hardware repair and shipping instructions for all
the parts of the Products to be supplied to Axtel by Airspan under and in
accordance with this Agreement. The Technical Assistance (7x24) and Repair
& Return Services shall be provided during the Warranty Period as detailed
in Part Two of this Annex "G" and is included in the prices of the Products
set forth in Annex "F".
Page 3
Annex G - Warranty Services
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
PURCHASE AND LICENSE AGREEMENT FOR FWA EQUIPMENT
ANNEX G
PART TWO - WARRANTY SERVICES
1.0 SERVICES SUMMARY
For Products covered by the warranty given under Part 1 of this Annex G
during the Warranty Period, Airspan will:
o Provide Remote Technical Assistance (as defined below) to assist Axtel
in the diagnosis of hardware failures of any Product supplied by
Airspan under this Agreement.
o Repair or replace a defective Field Replaceable Unit ("FRU"). If an
FRU becomes defective during the Warranty Period, and provided it has
been returned to Airspan in accordance with section 1.4 of Part One
above, Airspan will repair and deliver the FRU to Axtel within 60 days
following receipt by Airspan of the defective FRU.
Note: Axtel will maintain its own stock of spares at levels
sufficient to cover requirements within timeframes consistent
with Axtel's quality of service objectives.
Airspan will register and manage requests for Remote Technical
Assistance and for FRU replacement during normal business days and
hours in the location where the service is being performed.
The following specific warranty services ("Services") will be provided
by Airspan under Part 2:
1.1 Technical Assistance Service during Warranty Period
1.1.1 During the Warranty Period, Airspan will provide Remote Technical
Assistance (as defined below) to assist Axtel in the diagnosis of hardware
failures. Specifically, Airspan will provide the following deliverables in
this regard:
o Airspan technicians and engineers will provide support primarily by
remote means ("Remote Technical Assistance"). In a collaborative
effort with Axtel's technical staff, these personnel will attempt to
diagnose and resolve issues related to the hardware supplied by
Airspan as explained in this service description.
o Where telephone support, remote diagnosis, and all other means of
restoring product operation have failed, Airspan will, upon Axtel's
request, and if Airspan determines that on-site support is necessary
and appropriate, at Airspan's expense, dispatch a trained and
qualified technical expert to Axtel's premises to facilitate further
diagnosis.
Page 4
Annex G - Warranty Services
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
o Should Airspan determination that on-site support is not necessary,
Axtel will nevertheless have the right to require on site support from
Airspan, provided that such on site support required by Axtel shall be
at Axtel's cost unless it is agreed in writing that it was necessary
for such support to be provided on site.
1.1.2 Axtel Responsibilities for receipt of Remote Technical Assistance
To receive Remote Technical Assistance, Axtel will be required to:
o Confirm that the products have been installed and commissioned and are
used and maintained by knowledgeable and skilled people in accordance
with Airspan Procedures.
o Replace hardware components during diagnosis or as remedial actions.
o Generate performance/availability reports and associated trend
analysis.
o Gather data in a timely manner in support of Airspan' diagnostic
process when reasonably within the technical competency of Axtel.
o Identify issues requiring hardware replacement
o Perform software upgrades and/or patch applications
o Provide connectivity in a timely manner to the Product(s) for Airspan
to establish a data link for use by Airspan technical support group in
order to conduct remote diagnosis and maintenance. Axtel and Airspan
technical personnel will agree on the appropriate type of data link
based on network equipment and configuration as well as the
appropriate security measures to prevent unauthorized access. Axtel
will be solely responsible for security of the network. Airspan will
not connect to Axtel's network without prior authorization and such
connection will be solely to provide technical support.
o Excuse Airspan from fault resolution for a period equal to such
failure or delay, should Axtel fail or cause delay in providing
connectivity
o Designate and make available competent personnel to aid in problem
diagnosis and provide electronic access to the affected Product(s) to
aid in problem investigation and resolution for all incidents. Axtel
personnel shall be available to work with Airspan's technical expert
during all the process for Remote Technical Assistance.
o Implement its internal escalation process in order to inform all the
necessary contacts at Airspan.
o Maintain such support agreement(s) with third-party supplier(s) for
such product(s) other than Products, as Axtel sees fit.
Page 0
Xxxxx X - Xxxxxxxx Services
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
o Exhaust internal troubleshooting processes with first-level its
Operations, Administration, and Maintenance ("OA&M") functions.
First-level support includes, but is not limited to:
- Performing day-to-day maintenance and network operations
- Monitoring network and system alarms
- Performing diagnosis in accordance with instructions provided by
Airspan and carrying out initial remedial actions, including
remote diagnosis
- Operating and controlling Axtel's internal help desk for logging
and tracking fault inquiries, prioritizing events, and
escalating, as required, to the Airspan technical support group
- Providing local time templates and historical actions performed
on each event as reference information to the Airspan technical
support group .
1.1.3 Technical Assistance Services Assumptions
For Remote Technical Assistance the following assumptions will apply:
o 2nd & 3rd Level Technical Support Services will be provided by Airspan
at its cost and expense during the Warranty Period to the Hardware
elements covered by the warranty.
o In the event that Axtel fails to comply with its responsibilities
described in section 1.1.2 of Part Two, Airspan will advise Axtel in
writing of its non-compliance. Airspan and Axtel may then agree upon
services to be provided at the then-current time-and-materials basis
published by Airspan plus any travel and living expenses incurred
o Services provided by Airspan under this Annex G are warranted in
accordance with Section 6.3 of this Agreement. o Airspan, or a
skilled, qualified third-party authorized by Airspan, will furnish
these Services.
1.1.4 Exclusions
The following exclusions will govern the provision of Remote Technical
Assistance:
o Software provided by Airspan under this Agreement has no warranty.
o Providing advice on how to detect and resolve network-related problems
o Diagnosing issues related to Airspan Products interfacing with
non-Airspan products
o Analyzing trace / log / dump / Operational Measurement ("OM")
information
Page 6
Annex G - Warranty Services
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
o Emergency Recovery
o Airspan is not responsible for supporting non-Airspan supplied
third-party product(s). Axtel will be responsible for maintaining
support agreements with the OEM/third-party supplier for such
product(s).
o No warranty is provided for Product failures caused by events
specified in Part One - sections 15 and 1.6.
o Airspan support obligations are expressly conditional upon the
Products not being (i) subject to unusual mechanical stress or unusual
electrical or environmental conditions; (ii) subject to misuse,
accident or disaster including without limitation, fire, flood, water,
wind, lightning or other acts of God; or (iii) altered or modified
unless performed or authorized by Airspan
o Products which have not been installed and commissioned by
appropriately skilled and trained personnel using Airspan Procedures
are excluded from the warranty.
o Remote Technical Assistance will not be provided during installation
and/or commissioning processes.
1.2 Return and Replace Service
Airspan Networks will register and manage requests for Return and Replace
service during Airspan' normal business days and hours in the location
where the service is being performed.
Upon receiving Axtel's request, Airspan will allocate a part request number
(also known as a Return Material Authorization number) to each FRU to be
replaced and will notify Axtel in writing of the relevant part request
number.
Following allocation of the part request number(s) Airspan will repair or
replace the unit and will deliver the repaired unit or an equivalent to
Axtel within 60 days of receipt by Airspan at the place where the repair or
replacement is carried out (the "R&R Time Limit").
On-site repair and on-site replacement services by Airspan are not included
with the Return and Replace Service.
1.2.1 Like for Like Replacement
Airspan, at its own cost and expense, shall provide within 60 days after
the Effective Date of this Agreement and maintain in Axtel warehouses to be
notified to Airspan in writing the following amount of Products (the "Stock
Products"):
-------- ----------------- ------------------------------------------------------ --------------
Ref Part Number Description Quantities
-------- ----------------- ------------------------------------------------------ --------------
1 NTEG72AD TBM 16
-------- ----------------- ------------------------------------------------------ --------------
2 NTEG77EC TMU 16
-------- ----------------- ------------------------------------------------------ --------------
3 NTED4575 TPM 8
-------- ----------------- ------------------------------------------------------ --------------
4 NTEG63AA TTM 8
-------- ----------------- ------------------------------------------------------ --------------
Page 0
Xxxxx X - Xxxxxxxx Services
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
5 NTEG73AA NMM 4
-------- ----------------- ------------------------------------------------------ --------------
6 NTEG74BA OVPM 12
-------- ----------------- ------------------------------------------------------ --------------
7 NTEG71HA TPM-PD 12
-------- ----------------- ------------------------------------------------------ --------------
These Stock Products shall be kept by Axtel in its own facilities in Mexico
and Axtel shall manage such Stock Products at its sole discretion to create
a replacement process for damaged parts as a "Like for Like" replacement
process.
The Parties hereby agree that Airspan shall be obligated to increase the
Stock Products by one piece of the respective part number, if Airspan is
more than five (5) days late under section 1.2 of Part Two above, in the
repair and return of such part (this shall be accounted by pieces).
1.2.2 Axtel Responsibilities for Return and Replace Services
Axtel will be required to:
o Pay the expense of shipping a defective FRU to Airspan's warehouse or
logistic center defined for this purposes.
o Use the specifically-assigned part request number(s) provided by
Airspan and include completed Airspan Fault Report Forms when
returning any FRU
o Adhere to Airspan' packing instructions (including anti-static
precautions) when returning the defective unit. The packing
instructions will be included with the return instructions
accompanying the replacement FRU
o Put the replacement FRU into service once it has been returned by
Airspan to Axtel.
1.2.3 Assumptions for Repair Services
The following assumptions will govern the provision of repair Services for
Products covered by the warranty in the Warranty Period:
o Airspan will incur the expense of shipping the repaired unit or the
replacement unit to Axtel using a method and carrier selected by
Airspan. Airspan is responsible for loss of, or damage to, an FRU
while it is in Airspan' possession or in transit to Axtel, as well as
to pay all applicable duties, taxes, and other charges associated with
the importation of the repaired or replacement FRU into the country of
destination.
o Unless required for operational reasons and agreed upon with Airspan,
the replacement FRU will be at the then-current hardware and firmware
release levels as they are made Generally Available (GA) by Airspan.
Upon a specific request of Axtel for repair of a quantity of RTUs with
a specific software release version, the parties will work together to
define a mutually agreeable process to satisfy such specific request,
provided that such a process does not cause Airspan to incur any out
of pocket expenses or material additional cost.
Page 0
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Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
o Warranty on FRU repaired by Airspan shall be limited to one hundred
and eighty (180) days from delivery of the repaired FRU or to the end
of the original warranty period, whichever is longer.
o The defective FRU returned to Airspan becomes the property of Airspan
and, subject to Airspan' receipt of the defective FRU, its replacement
becomes Axtel's property.
o Airspan reserves the right to reject the return of any FRU that does
not clearly display the specific part request Return Material
Authorization ("RMA") number or does not include the associated
completed Airspan fault report forms.
o Airspan will from time to time assess Products offered and supported.
The assessment will be based on technology, market development,
product deployment, and support requirements and may identify certain
Products that will be discontinued. Airspan reserves the right to
terminate any service purchased by Axtel for products that have been
discontinued. Subject to the terms and conditions of the FWA PLA,
continued support for any discontinued products beyond the effective
date of discontinuance may be provided in accordance with the terms
and conditions as stated in the FWA PLA.
o The service will be furnished by Airspan or a party authorized by
Airspan.
o As part of the repair service, Airspan will monitor all faulty product
returns for No Fault Found ("NFF") from Axtel. All repair cases
resulting in "no fault found" will not be charged to Axtel. In the
event that such Product presents again in the field within 180 days of
return date the same failures as noticed by Axtel, Airspan shall
repair or replace, within 60 days of receipt of the FRU, such Product
at its cost and expense.
o If, in the judgment of Airspan, the returned FRU has been damaged by
misuse, accident, modification or failure to maintain the proper
physical or operating environment or improper maintenance by Axtel,
then Airspan will return the defective un-repaired FRU to Axtel at
Axtel's expense.
o It is critical that Axtel regularly ship all defective Products to
Airspan, as and when defects are detected, to avoid the accumulation
of defective Products that will impact Airspan's ability to meet the
target turnaround times.
o In the case of Product replaced at Airspan discretion, and which would
be returned with a different Serial Number to Axtel, the proper
documentation shall be provided by Airspan for Axtel's asset controls
to evidence which serial number is replaced.
1.2.4 Exclusions to Repair Services
The following exclusions will govern the delivery of repair Services:
Page 0
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Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
o Airspan support obligations are expressly conditional upon the
products not being (i) subject to unusual mechanical stress or unusual
electrical or environmental conditions; (ii) subject to misuse,
accident or disaster including without limitation, fire, flood, water,
wind, lightning or other acts of God; or (iii) altered or modified
unless performed or authorized by Airspan.
o Repair Services are not offered on Airspan holidays observed in the
region where the service is being performed. o Additionally, repair
Services do not include Emergency Repair Support (also known as
Emergency Part Dispatch).
o Root-cause analysis, the provision of fault reports,
lead-time/performance metrics, or hardware upgrades
o Those exclusions identified in Section 1.5 and 1.6 of Part One of this
Annex "G". Software is not warranted to operate uninterrupted or error
free.
2.0 GENERAL
2.1 Holidays Observed by Airspan
Please refer to your local Airspan representative to get information of
Local National Holidays observed at Axtel's location.
2.2 Call Center Access for Technical Support
The Airspan Call Center will function as a single point of contact for the
receipt of all support calls and inquiries. The remote support effort will
begin with a telephone call and will continue with the appropriate actions
to be taken according to Airspan Case Severity Classifications.
In accordance with Table 2-R below, the Call Center will register and
manage requests for Remote Technical Assistance during normal business days
(M-F) and hours (9:00-18:00 hrs), excluding holidays for Business Critical,
Major and Minor Severity Problems and for E1 and E2 Severity Problems the
Call Center will be available 24 hours a day, 365 days a year. General
provisions for accessing Technical Assistance services include:
o Airspan may, where applicable, also provide a customer with the
ability to open, view, and modify cases directly within the Airspan
case-tracking system via xxx.Xxxxxxx.xxx. The customer will bear
telecommunication facility charges and/or long distance toll charges
associated with access to xxx.Xxxxxxx.xxx
Page 00
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Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
o Where toll-free access is not available, Axtel will bear
telecommunication facility charges and/or long distance toll charges
for access to the Call Center
o All cases are logged into the Airspan case-tracking system. The case
is time-stamped and a case reference number allocated. Furthermore,
Airspan will request that Axtel agree to a case priority level
o E1 and E2 priority cases are to be reported by telephone only
o Axtel to escalate a case to higher levels of management within
Airspan, in accordance with the escalation table in section 2.2.5.
2.2.1 Airspan Technical Support Services Call Process
When calling Airspan for Technical Assistance or Emergency Recovery,
Axtel's representative will be asked to provide the following information:
1. Company name
2. Caller name and phone number
3. Personal Identification Number (PIN) or a unique Axtel Purchase Order
number or credit card number, if a PIN has not been issued.
4. Site Location/Site ID
5. Product on which the problem is being reported
6. Problem description and severity
A Call Center agent will generate a Case Reference Number (CRN), which will
be provided to Axtel for tracking the case. An Airspan technician will then
team with Axtel's representative to resolve the reported issue.
2.2.2 Call Center Phone Numbers
Axtel sites in Latin America will access the Airspan technical support
organizations by calling:
Tel: + (0) 000 000-0000
email: from the Airspan Web Site
:://xxx.xxxxxxx.xxx/Xxxxx/XxxxxxxXxxx/xxxxxxxxxxx.xxx
2.2.3 Technical Support Response Times
Once Axtel has opened a CRN at the Airspan' Call Center and depending on
the Severity Classification, an Airspan Technical Support (NTS) Engineer
will contact Axtel's representative as per the terms set forth in Table 2-R
below.
Page 00
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Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
2.2.4 Technical Support Case Priority
The definitions in this Section 2.2.4 are generic and shall apply to the
limited extent that this Annex G covers Hardware warranty only. Problem
reports will be classified as set forth in the tables below.
------------------- -------------------------- --------------------------------------------------------------
TL9000 Severity Airspan Case Priority Examples
Classification & Definition
------------------- -------------------------- --------------------------------------------------------------
Critical E1 >> Total or partial network element outage
Problems that severely >> A reduction in capacity or traffic handling
affect service, capability such that expected loads cannot be handled
capacity/traffic, >> Failure resulting in dynamic routing, switching
billing and capability or transport loss
maintenance >> Any loss of safety or emergency capability (e.g.,
capabilities and emergency calls such as 911 in North America)
require immediate >> Loss of the system's ability to perform automatic
corrective action, system reconfiguration
regardless of time of >> Inability to restart the system
day or day of the >> Loss of billing/accounting capability
week. >> Corruption of billing or system databases that
requires service affecting corrective actions
>> Other problems that severely affect service,
capacity/traffic, billing, and maintenance
capabilities or are jointly viewed by Airspan and
Axtel as critical
------------------- -------------------------- --------------------------------------------------------------
--------------------- --------------------- -----------------------------------------------------------------
TL9000 Severity Airspan Case Examples
Classification Priority &
Definition
--------------------- --------------------- -----------------------------------------------------------------
Major E2 >> Loss of redundancy of critical functions
Problems that >> Loss of protection switching capability
result in >> Short outages equivalent to system or subsystem
potential service outages not seriously impacting service with accumulated
degradation duration of greater than two minutes in any 24-hour
and/or total period, or that continue to repeat during longer periods
outage. Serious >> A reduction in provisioned capacity of 5% and for a
situation not cumulative duration of more than 10 minutes per 24 hours
involving service >> Repeated degradation of DS1/E1 or higher rate spans or
degradation in a connections
live environment, >> Loss of system's ability to perform automatic system
but leading to a reconfiguration
total or partial >> Loss of access to maintenance or recovery operations
loss of >> Any loss of functional visibility and/or diagnostic
redundancy. capability
>> Loss of system's ability to provide any required
system critical/major alarms
>> Total loss of access to provisioning
--------------------- --------------------- -----------------------------------------------------------------
Page 00
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Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
------------------- ------------------------------------- ---------------------------------------------------
TL9000 Severity Airspan Case Priority & Definition Examples
Classification
------------------- ------------------------------------- ---------------------------------------------------
Major Business Critical >> The customer has been given a
Problems that result in a major work-around but the situation still
degradation of system or service requires constant attention due to the
performance that impacts service temporary nature of the work-around
quality or significantly impairs >> Software application/migration issues
network operator control or that gate the introduction of new services
operational effectiveness. or functionality
Overall network is degraded >> Billing error rates that exceed
resulting in severe limitations specifications
to operations or network >> Corruption of system or billing databases
management software product has
major feature that is not working
properly with only difficult
workaround.
------------------- ------------------------------------- ---------------------------------------------------
-------------------- ---------------------- -----------------------------------------------------------------
TL9000 Severity Airspan Case Examples
Classification Priority &
Definition
-------------------- ---------------------- -----------------------------------------------------------------
Major Major >> Degradation of any capacity/traffic measurement
Problems that function; degradation of functional visibility and/or
result in diagnostic capability
conditions that >> Degradation of access for maintenance or recovery
seriously affect operations
system operation, >> Degradation of the system's ability to provide any
maintenance and required system critical/major alarms
administration, >> Loss of access for routine administrative activity
etc. and require >> Any system failure without direct immediate impact
immediate >> Intermittent degradation of services; partial loss of
attention. The access to provisioning
urgency is less >> Software application/migration issues that do not
than in a Business impact service
Critical situation >> Reduction in any capacity/traffic measurement function
because of a >> Any loss of functional visibility and/or diagnostic
lesser immediate capability
or impending >> Any significant increase in product-related customer
effect on system trouble reports
performance, >> Follow-up to E1 customer problems
customers, and >> Other problems that disrupt or prevent routine system
Axtel's operation activities, or problems that are jointly viewed as Major
and revenue. events by Airspan and Axtel
-------------------- ---------------------- -----------------------------------------------------------------
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------------------- ----------------------- -----------------------------------------------------------------
TL9000 Severity Airspan Case Examples
Classification Priority &
Definition
------------------- ----------------------- -----------------------------------------------------------------
Minor Minor >> Service analysis, recorded announcements, operational
Problems do not measurements, maintenance program, or network management
significantly problems; or system-related documentation inaccuracies,
impair the that do not affect call processing
functioning of the >> Test equipment failures for which a backup or manual
system and do not alternative can be employed
significantly >> Circuit pack testing problems
affect service to
customers. These
problems are
tolerable during
system use.
------------------- ----------------------- -----------------------------------------------------------------
2.2.5 Case Resolution Objectives and Escalation Procedures
The definitions in Table 2-R below are generic and shall apply to the
limited extent that this Annex G covers Hardware warranty only.
Airspan Technical Support case resolution targets are based in Airspan best
efforts and set according to the following TL9000 standard:
"Table 2 - R"
--------------- -------------------------------- --------------------------- ------------- ----------------
TL9000 Actions Resolution
Response Times Target
Severity Service
Classification restoration Targets
time Based on RQMS*
--------------- -------------------------------- --------------------------- ------------- ----------------
Business Non -
Hours Business
Hours
--------------- -------------------------------- ------------- ------------- ------------- ----------------
E1 (*1) Worked continuously (7 x 24) 15 min 30 min 7 Xx 00 xx
until resolution or
workaround is provided
--------------- -------------------------------- ------------- ------------- ------------- ----------------
E2 (*1) Worked continuously (7 x 24) 15 min 30 min 8 Hr 10 Days
until resolution or
workaround is provided
--------------- -------------------------------- ------------- ------------- ------------- ----------------
Business Worked during normal business Next 24 Xx 00 Days
Critical and days and business hours. 2 hrs Business
Major (*2) Day
--------------- -------------------------------- ------------- ------------- ------------- ----------------
Minor (*2) Worked during normal business Next Next 30 Days 180 days
days and business hours. Business Business
Day Day
--------------- -------------------------------- ------------- ------------- ------------- ----------------
(*1) This Service is provided 7 x 24
(*2) This Service is provided in Normal Business Hours
Note: The times set forth in Table 2 - R above, are subject to Airspan and Axtel
working together in conjunction on a reasonable efforts basis to find a
workaround for services restoration and resolution within the target times.
These times do not represent an obligation or performance indicator.
* RQMS - Reliability and Quality Measurements for Telecommunications Systems.
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"Airspan Escalation Procedure"
---------------------------------------
Axtel's NOC
---------------------------------------
---------------------------------------
Call Center Airspan
---------------------------------------
---------------------------------------
Airspan Technical Support Engineer
---------------------------------------
---------------------------------------
Airspan Technical Support Manager.
---------------------------------------
---------------------------------------
Airspan Technical Support Sr. Mgr.
---------------------------------------
------------------------------ -----------------------------
Airspan Technical Support Airspan Axtel Operation
Director Leader
------------------------------ -----------------------------
At Closing Date, Airspan will provide Axtel with the contact information of
the persons involved in this Escalation Procedures, as well from time to
time, the changes to such contact information will be provided to Axtel.
2.2.6 Case Progress Status
Airspan Technical Support use the following status to differentiate the case
conditions during the evolution of the case investigation. A set of status, its
related meaning and its relationship with the case age, are defined in the table
below:
--------------------- ----------------------------------------------------------------- ----------------
Status Description Airspan Clock
--------------------- ----------------------------------------------------------------- ----------------
Newly Opened This status is the default. It signifies that no work has been Start
done on the case.
--------------------- ----------------------------------------------------------------- ----------------
WIP Level 1 This status is used when a NTS Engineer is actively working on Not Stopped
the Case.
--------------------- ----------------------------------------------------------------- ----------------
This status is used when a Second Level Support Engineer is
WIP Level 2 actively working a case Not Stopped
* Second Level Support: Software Support, Product Support.
--------------------- ----------------------------------------------------------------- ----------------
Escalated To Design This status is used when a Design Engineer
is actively working Not Stopped on the case
--------------------- ----------------------------------------------------------------- ----------------
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--------------------- ----------------------------------------------------------------- ----------------
Status Description Airspan Clock
--------------------- ----------------------------------------------------------------- ----------------
Answer From Design Design Engineer has concluded its
investigation and has Not Stopped replied back to the
NTS Engineer
--------------------- ----------------------------------------------------------------- ----------------
During the course of conducting their research, the
NTS Engineer may need additional information or
activity from the
With A Axtel Axtel. The "With a Axtel" status is assigned when the NTS Stopped
Engineer is waiting on a Axtel response in order to continue
investigation
--------------------- ----------------------------------------------------------------- ----------------
If a temporary solution is provided that eliminates
Axtels pain until a permanent solution can be
delivered, RQMS requirements allow the case to be set
to an "IS" status during this window of time if
approved by the Axtel. In calculating case age, this
Interim Solution interval will be discounted if the permanent
fix was delivered Stopped on the negotiated commitment
date. If the permanent fix does not resolve the
reported problem, case status shall be changed to Work
in Progress (Level 1 or 2). If the case is returned to
a Work in Progress (Level 1 or 2) status after using
the IS, the IS time period will be added to the RQMS
age of the case.
--------------------- ----------------------------------------------------------------- ----------------
Axtel agrees to live with the problem condition and
that the fix will be delivered as part of a future
Airspan product release (software release, maintenance
release, documentation release or hardware revision.
Requirements to use this status include Axtel consent;
fix identification, and delivery
Future Deliverable commitment. This status code does not add
time to the RQMS age Stopped of the case unless the
solution fails and the case is moved back to Work in
Progress (Level 1 or 2) status. If the case is
returned to a Work in Progress (Level 1 or 2) status
after using the FD, the FD time period will be added
to the RQMS age of the case.
--------------------- ----------------------------------------------------------------- ----------------
Solution Delivered or available for testing and
verification. If the delivered solution does not
resolve the reported problem, the status will be
changed to Work in Progress (Level
Solution Delivered 1 or 2). If the case is returned to a Work
in Progress (Level Stopped 1 or 2) status after using
the SD status, the SD time period will be added to the
RQMS age of the case.
--------------------- ----------------------------------------------------------------- ----------------
Pending OEM Vendor The case has been handed over to an OEM Vendor for resolution Not Stopped
--------------------- ----------------------------------------------------------------- ----------------
2.2.7 Case Resolutions Classifications
Airspan Technical Support case resolutions, which shall be mutually agreed
for each case:
o Cannot Reproduce: After 60 days and a reasonable effort, a problem has
not been observed in the Network, is not reproducible or sufficient
information has not been provided to adequately troubleshoot the
problem and isolate the root cause
o Axtel Process: Human errors are present or Axtel has failed to follow
procedures recommended and documented by Airspan
o Design Intent: The functionality required by customer does not align
with the design specifications of the product set forth in Agreement,
in which case Airspan shall make clear to Axtel which is such design
specification
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--------------------------------------------------------------------------------
(i.e., the functionality is unsupported), and the issue can only be
resolved through new development efforts subject to a separate product
development agreement and charges.
o External Cause: Issue caused by non-Airspan products
o Hardware Deficiency: A problem is isolated to defective hardware
materials or workmanship or substantial nonconformance to
specifications published by Airspan
o Hardware Failure: A problem is caused by a hardware component failure
that falls within Mean Time Between Failure (MTBF) limitations
o Airspan Literature: Required Airspan technical document does not exist
or the contents of an existing document are in error [for example, an
incomplete Airspan Technical Publication (NTP)]
o Airspan Process: A problem occurs as a result of a Airspan process
deficiency
o Opened in Error: The case should not have been opened
o Scheduled Event: An outage occurs resulting from planned maintenance,
installation, or manual initialization, including such activities as
parameter loads, software/firmware changes, and other OA&M activities
o Software Deficiency: A problem is isolated to a software design
deficiency.
2.3 Axtel Order Process for FWA Repair Services
This process supports the delivery of Airspan FWA Repair Services for
Axtel. When requesting a Hardware warranty repair service, Axtel should
have the following required information ready when placing a repair order
with Airspan:
1. Axtel or distributor name
2. Axtel ID (Project #, Site ID)
3. Requestor name, phone and fax number, and e-mail address
4. Axtel ship to address
5. Part number (PEC or CPC or manufacturer's part number)
6. Quantity (quantity of one per serial number)
7. Serial number of the defective part(s) being returned (if applicable)
8. Warranty status
9. Confirmation of the availability of a fully completed Airspan fault
report form for said product.
10. Any additional information about product (system type or software
release)
11. Any special shipping instructions
Upon receiving Axtel's request and after any diagnostics assistance,
Airspan will allocate a part request number to each FRU to be repaired and
notify Axtel of the relevant part request number.
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This part request number, also known as the Return Material Authorization
(RMA) number, is critical for tracking individual orders and must be
referenced on failure tags, shipping/packing lists, returned defectives,
and any correspondence or inquiries concerning the order.
The customer's representative can call in, fax or e-mail a Repair Service
order directly to Airspan the UK using the following contact means:
Office hours (Monday through Friday from 9:00 a.m. to 6:00 p.m. (Local
time)
+ 00-0000-000000
Faxes
All faxed orders will be processed and assigned an RMA# by the close of the
next business day. Faxed emergency orders must also be called in to verify
receipt of faxes. E-mail To obtain a parts request form by e-mail, please
send an e-mail message to any of the above addresses and note "repair order
form" in the subject/title field. A form will be sent automatically. Place
the PO number in the subject/title field when e-mailing a completed parts
request form back to Airspan. For order confirmation, Airspan will respond
with an RMA number to all e-mail orders by the next business day.
2.4.1 Method of Payment for Excluded Services
If Axtel requests a service that is neither part of the scope of this
Warranty Service nor within the control or responsibility of Airspan under
the Technical Assistance Support Services Agreement, then Airspan will
charge additional fees to perform such services, in the event that Airspan
agrees to perform them. Airspan reserves the right not to perform any
Service not covered by this Warranty.
2.4.2 Package Labeling Instructions and Addresses for Returns
Circuit packs should be packed in anti-static containers designed
specifically for the circuit packs in order to avoid damage during
shipment. Other parts should be individually wrapped in either anti-static
packaging or packaging specifically designed for that product to avoid
damage during shipment. Airspan will inform customers of any improper
packaging, which will void the warranty. All materials should be returned
pre-paid and sent to the appropriate Airspan repair facility. The customer
should use discretion in selecting shipping methods. Airspan recommends
that customers insure all packages to cover possible loss or damage during
shipping, regardless of warranty status.
A completed Airspan fault report must be filled out and attached to each
returned item to assist in failure assessment and problem tracking. Fault
reports
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are sent with each replacement shipment. Axtel can obtain additional
supplies by contacting the Airspan Customer Support Center.
Airspan will inform customers of any discrepancy in return shipments. Any
discrepancy, whether it is quantity (more or less), product returned not
matching what was ordered, inability to determine complete order
information, or non-suitable packaging, would be noted and addressed.
Defective Return Packing Slips
Defective return packing slips should be used to return all defective parts
to Airspan. Airspan will provide defective return packing slips for use to
return shipments. A copy of the defective return packing slip should be
placed in all the cartons and attached outside. This duplication will aid
in processes and proper identification of returned material. The RMA number
and the PO number should be clearly marked on the outside of each box. If a
customer supplies a packing slip, the following information must be
included on the shipping/packing list for proper handling:
Item (Information Required)
1. From (Company name, return address, and telephone number)
2. Ship Date (Date parts are shipped from Axtel)
3. Ship via (Carrier or Enterprise name)
4. Waybill number (Carrier or Enterprise tracking number
5. Number of Cartons (Number of cartons being sent on shipment)
6. Axtel's PO# (Provided, if applicable)
7. Repair order number (RMA# issued by Call Center when order is placed)
8. Site ID or Project number
9. Item Number
10. Quantity ordered
11. Quantity returned
12. Airspan Part number
13. Description of item
14. Serial number (The serial number for each item in the shipment)
15. Shipment requested by (Signature of Axtel's representative)
Repair Facility Addresses
For RSS's the equipment should be sent to Solectron Guadalajara and for
base stations to Solectron Dumfermline
Attn: Airspan Hardware Support Representative
This address may be modified from time to time by Airspan.
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ANNEX H
ACCEPTANCE PROCEDURE
NEW FWA RSS F6 UNIT
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Annex G - Warranty Services
Purchase and License Agreement for FWA Equipment (December 2004)
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PURCHASE AND LICENSE AGREEMENT FOR FWA EQUIPMENT
ANNEX H
ACCEPTANCE PROCEDURE - NEW FWA RSS F6 UNIT
--------------------------------------------------------------------------------
This is the Annex "H" of the Purchase and License Agreement for FWA Equipment,
dated as of December __, 2004 (the "Agreement"), is entered into by and among
Airspan Communications Limited ("Airspan"), and Axtel, S.A. de C.V. ("Axtel").
The Parties hereby agree to determine and establish on or before January 31st,
2005, the acceptance procedure to be used in the First Market Application of the
New FWA RSS F6 Unit (the "Acceptance Procedure"). The acceptance procedure shall
demonstrate, verify and prove that the New FWA RSS F6 Unit shall have at least
the same form, function and fit of both of the current RSS Equipment (jointly F2
and F5 RSS equipment), in accordance with the technical specifications set forth
in Annex "D" of the Agreement.
Airspan will provide a number of fifteen (15) New FWA RSS F6 Unit to Axtel by
January 30th 2005 in order for Axtel to perform and have completed no later than
March 15th 2005 a first market application of the New FWA RSS F6 Unit before the
New Product Commercial Launch (the "First Market Application").
The New FWA RSS F6 Unit shall pass successfully the First Market Application
made by Axtel pursuant the Acceptance Procedure.
If Axtel considers it necessary, Axtel will have the right to request Airspan to
assist Axtel in a verification office of the New FWA RSS F6 Unit. Airspan will
provide a quote for this service under this Agreement at reasonable costs and
prices.
Page 2
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex J
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
Annex J
PLA FWA Delivery Times
Page 1
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex J
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
ANNEX J
DELIVERY TIMES
1.- Delivery Time of any FWA Product
(i) Any FWA Product
Subject to the provisions of section 5.19 of the Agreement, the firm
Delivery of any FWA Product (RSS, complete or segregated RBS Equipment
or Spare Parts) shall be [ * ] weeks after Order Acceptance as
provided in Section 2 of the Agreement, provided that the payments for
such equipment shall be made pursuant the terms set forth in Section
5.3 of the Agreement.
2.- Partial Deliveries
(i) RSS Equipment
Partial deliveries of an Order for RSS equipment shall be allowed only
in the following circumstances:
a. For any order of RSS equipment Airspan may deliver no less than
750 RSS units at any one time;
b. where Airspan has made a partial delivery in accordance with a.
above, the remaining quantities of the Order; or
c. unless otherwise agreed in writing by the Parties.
(ii) RBS Equipment
Partial RBS deliveries shall only be allowed if Airspan delivers
complete units of RBS Kits, either 27B or 18B RBS as per the
Description of the RBS Kit, unless otherwise agreed in writing by the
Parties.
(iii) Segregated RBS Equipment or Spare Parts
Partial segregated RBS Equipment or Spare Parts deliveries shall be
only allowed to the 50% of the respective complete Order, unless
otherwise agreed in writing by the Parties.
Page 2
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex J
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
(iv) Partial shipments as provided above, shall not release Airspan of its
obligations to deliver on time such Products as provided in this Annex
J. Any delay in the delivery of such Products shall be subject to the
terms set forth in section 3.4 of the Agreement.
Page 3
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex K
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
ANNEX K
PURCHASE COMMITMENT
Page 1
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex K
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
ANNEX "K"
PURCHASE COMMITMENT
--------------------------------------------------------------------------------
1.- Total Purchase Commitment. Axtel hereby agrees to purchase and take
delivery US$[ * ] Dollars ([ * ] United States Dollars) of Airspan
equipment from December 22, 2004 through to December 31, 2006 (the
"Purchase Commitment").
2.- Purchase Commitment Fulfillment. The Parties hereby agree that the Purchase
Commitment mentioned above will be fulfilled taking in consideration the
following terms and conditions:
a) Second Lines Activation Fees. US$[ * ] ([ * ] Dollars) of Second Lines
Activation Fees set forth in Section 22 of the Agreement, will be
included in the Purchase Commitment as and when paid by Axtel.
b) The Commercial Terms Letter Purchase. The US$[ * ] Dollars ([ * ]
United States Dollars) of equipment detailed in the Special Payment
and Commercial terms letter dated [ * ] for delivery between [ * ]
will be included in the Purchase Commitment as and when delivered;
c) Minimum Purchase of RSS Equipment. Axtel shall purchase and take
delivery of a minimum of [ * ] RSS from May 1, 2005 through to July
31, 2006 (for an approximately amount of US$[ * ] Dollars);
RSS orders placed in accordance with c) above shall be equal to or
greater than [ * ] units per month
d) Minimum Purchase of RBS Equipment. From [ * ], Axtel shall purchase
and take delivery of US$[ * ] Dollars ([ * ] Dollars) of Proximity
Base Station Equipment;
e) Minimum Purchase of Airspan Equipment (January - December 2006). For
the calendar year 2006, Axtel shall purchase and take delivery of a
minimum of US$[ * ] ([ * ] United States Dollars) of any Airspan
equipment, provided that, of such amount, US$[ * ] shall be of Airspan
Non
RSS Equipment and the remaining amount (US$[ * ]) shall be of any
Airspan equipment.
Page 2
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
Annex K
Purchase and License Agreement for FWA Equipment (December 2004)
--------------------------------------------------------------------------------
For the avoidance of doubt, the US$[ * ] Dollars of purchases required
in f) below will be included in this $[ * ] Dollars total to the
extent that the equipment is delivered in 2006.
f) Minimum Purchase of Airspan Equipment (August - December 2006). From
August 1, 2006 through to December 31, 2006, Axtel shall purchase and
take delivery of an additional [ * ] RSSs or other Airspan products
with a minimum purchase price of US$[ * ] Dollars ([ * ] United States
Dollars);
In order for Airspan to continue its obligation to supply FWA
equipment beyond May 1st, 2006, Axtel will be required to place and
maintain orders of [ * ] RSS units a month from January 1st 2006
g) The parties agree that in July 2005 they will discuss and schedule, if
possible, the delivery times for future purchases under the Purchase
Commitment, taking in consideration the terms and conditions set forth
in this Agreement.
3. Special Term. Any purchase made by Axtel in 2005 for an amount in excess of
the amounts set forth in sections (a), (b), (c) and (d) above, shall be
accounted for as an Axtel purchase under sections (e) and (f) above, so in
the aggregate the Purchase Commitment of Axtel shall not be greater than
the amount of US$[ * ] Dollars ([ * ] United States Dollars).
Page 3
