Restated and amended purchase agreement between Ericsson Inc. and Rural Cellular
      Corporation


    


    


    


    

      
        	
                CONFIDENTIAL
                  TREATMENT REQUESTED

              	
                Exhibit
                  10.11(c) Redacted

              


      

    

     

    RESTATED
      AND AMENDED

    MASTER
      PURCHASE AGREEMENT

    


    THIS
      RESTATED AND AMENDED MASTER PURCHASE AGREEMENT (this “Agreement”), effective as
      of November 15, 2006, is entered into by and between Ericsson Inc., a Delaware
      corporation (“Ericsson”), and Rural Cellular Corporation, a Minnesota
      corporation, having a place of business at 3905 Dakota Street, Alexandria,
      MN
      56308 (“Customer”).

    


    WHEREAS,
      Ericsson has supplied Customer with a wireless network products and services
      and
      various hosted service applications under a Master Purchase Agreement, dated
      March 14, 2002 (“March 14th
      MPA”)
      and Customer would like to continue to purchase such products and services
      from
      Ericsson under new terms and conditions set forth in this Agreement with respect
      to the wireless network products and services and with respect to the hosted
      services in a new hosted services agreement executed contemporaneously with
      this
      Agreement (the “Hosted Services Agreement”); and

    


    WHEREAS,
      Customer and Ericsson have agreed that the business structure established
      pursuant to this Agreement will achieve the objectives contemplated by the
      parties in establishing a new flexible framework governing the standard terms
      and conditions upon which Ericsson will provide to Customer, and Customer will
      purchase from Ericsson, those certain specified wireless network products and
      services pursuant to this Agreement and the hosted services pursuant to the
      Hosted Services Agreement;

    


    


    NOW,
      THEREFORE, Ericsson and Customer hereby agree as follows:

    


    
      	
              1.

            	
              Scope
                of Agreement.
                This Agreement establishes the standard terms and conditions that
                will
                apply to network products and services provided by Ericsson to Customer
                as
                mutually agreed upon from time to time by Ericsson and Customer in
                accordance with a written purchase order issued by Customer and accepted
                by Ericsson (a “Purchase Order”) pursuant to the provisions of this
                Agreement.

            


    

    


    
      	
              2.

            	
              Term.
                The term of this Agreement shall commence
                upon Customer’s fulfillment of its commitment to purchase $*** of Eligible
                Products from Ericsson as provided in Section 27 of the March
                14th
                MPA (the “Effective Date”). The parties agree to document the Effective
                Date by executing a confirming memorandum in substantially the form
                attached hereto as Schedule
                1.
                This
                Agreement shall remain in effect until it
                is
                otherwise terminated in accordance with the terms of this Agreement
                or it
                expires at the end of a four-year period that commences on the Effective
                Date (such four-year period hereinafter referred to as the “4-Year
                Period”).
                This Agreement will automatically extend for successive one (1) year
                periods unless either party provides to the other party a written
                notice
                of termination no less than sixty (60) days prior to the expiration
                of the
                then existing term. Notwithstanding the expiration or termination
                of this
                Agreement for any reason, each Purchase Order issued by Customer
                and
                accepted by Ericsson prior to the date of such expiration or termination
                will remain in full force and effect in accordance with the provisions
                thereof, including each of the provisions of this Agreement incorporated
                by reference into such Purchase
                Order.

            


    

    


    
      	
              3.

            	
              Purchase
                Order.
                From time to time during the term of this Agreement, Customer will
                issue a
                purchase order to Ericsson for the purchase of the products and services
                hereunder. Such purchase order will include at least the following
                information: (a) reference to this Agreement, (b) Customer's purchase
                order number, (c) description of the products and services to be
                purchased
                by Customer from Ericsson, (d) applicable prices, (e) location to
                which
                the products are to be shipped, (f) requested delivery date, and
                (g)
                location to which invoice(s) will be rendered
                for

            


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          1

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    

       

    

    


    payment.
      Upon receipt of such purchase order, Ericsson shall within ten (10) days of
      receipt of the purchase order notify Customer in writing of Ericsson’s
      acceptance or rejection (together with a reasonable explanation for any such
      rejection) of such purchase order; provided that Ericsson will use its good
      faith efforts to accept each such purchase order issued by Customer.


    


    4. Net
      Pricing.

    


    (a) Background.
      As
      provided in Section 29 of the March 14th
      MPA,
      Ericsson granted Customer (i) a discount of ***% on the Eligible Products,
      and
      (ii) a trailing credit of *** % of the Eligible Products, until Customer
      purchased certain committed amount of the Eligible Products, at which time
      the
      following discounts and credits would then apply:

    


    Table
      1

    
      	
              Millions
                of Dollars

            	
              Discounts

            	
              Credits

            	
              Total

            
	
              $1
                to $***

            	
              ***%

            	
              ***%

            	
              ***%

            
	
              $***
                to $***

            	
              ***%

            	
              ***%

            	
              ***%

            
	
              $***
                and up

            	
              ***%

            	
              ***%

            	
              ***%

            


    

    


    Customer
      has now purchased the committed amount of the Eligible Products and believes
      that the discounts and credits in Table 1 above may not be economically feasible
      for Customer. In the interest of its strategic relationship with Customer,
      Ericsson hereby agrees to provide Customer with the discount and credit
      structure set forth herein, which Customer hereby acknowledges is more favorable
      than the discounts and credits set forth in Table 1 above. 

    


    (b) Net
      Pricing of Existing Products and Services.
      During
      the term of this Agreement, Customer may purchase from Ericsson, and Ericsson
      may provide to Customer, the products and services listed in Exhibit
      A
      hereto,
      at the applicable net prices set forth in Exhibit
      A
      hereto
      (net of any discounts), which net prices reflect the application of the
      following discounts:

    


    Software

    
      	
              Discount
                Percentage

              for
                BSC Software Products

            	
              Discount
                Percentage for MSC and OSS Software Products

            
	
              ***%

            	
              ***%

            


    

    


    Hardware

    
      	
              Discount
                Percentage

              for
                Hardware Products

            	
              Discount
                Percentage for TRU Products

            
	
              ***

            	
              ***%

            


    

    


    


    Services
      not listed on Exhibit A or otherwise referenced in this Agreement will not
      be
      eligible for discounts and the parties shall negotiate in good faith and
      mutually agree in writing on the price for such services on a case-by-case
      basis.

    


    If
      Customer can demonstrate (by reference to an invoice previously issued by
      Ericsson and paid by Customer) that Customer has purchased from Ericsson a
      product or service at a gross price (before application of any discounts or
      credits) that is lower than the gross price used to establish the net price
      in
      Exhibit A, then Ericsson shall sell such product or service to Customer at
      a net
      price calculated using the lower gross price.

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          2

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

     

    

       



    


    (c) Net
      Pricing of New Products and Services.
      The
      parties shall negotiate in good faith and mutually agree in writing on the
      net
      price of any new product or service that does not appear on Exhibit
      A
      or that
      Customer has not previously purchased from Ericsson. Ericsson hereby agrees
      and
      represents that such net price will be equal to or lower than (i) Ericsson’s
      Internal Reference Price, as described below, net of the applicable discount
      set
      forth in Section 4(b) above, and (ii) the price generally offered by Ericsson
      to
      Cingular Wireless’s roaming partners in the United States. As used herein,
“Ericsson’s Internal Reference Price,” with respect to a product or service, is
      the price which is (a) set by Ericsson’s affiliate responsible for the
      management of such product or service, based on factors, such as market input,
      the product’s or service’s original business case, targets for profitability,
      and third party items, and (b) published by such Ericsson affiliate and
      suggested as the price to be offered by Ericsson to its customers for such
      product or service.

    


    
      	
              5.

            	
              Price
                Credits.
                In addition to the Net Pricing described in Section 4, Ericsson shall
                provide RCC with the following
                credits:

            


    

    


    
      	 	
              (a)

            	
              $***
                Purchase Incentive Credit.
                Ericsson will issue to Customer a purchase incentive credit equal
                to the
                sum of $***, as follows:

            


    

    


    
      	 	
              (1)

            	
              $***
                credit upon execution of this
                Agreement.

            


    

    


    
      	 	
              (2)

            	
              $***
                credit when Customer’s purchase of Ericsson products and services during
                the 4-Year Period reaches a total of $*** (net of any and all
                discounts).

            


    

    


    
      	 	
              (3)

            	
              $***
                credit when Customer’s purchase of Ericsson products and services during
                the 4-Year Period reaches a total of $*** (net of any and all
                discounts).

            


    

    


    
      	(4)  	
              $***
                credit when Customer’s purchase of Ericsson products and services during
                the 4-Year Period reaches a total of $*** (net of any and all
                discounts).

            


    

    


    Upon
      receipt of any such credit, Customer must use such credit within twelve (12)
      months after its issuance and may use such credit only against current accounts
      receivable or against future purchases of products and services from Ericsson
      pursuant to either this Agreement or the Hosted Services Agreement.

    


    As
      used
      in this Section 5(a), a “purchase” takes place upon the occurrence of both (i)
      Ericsson’s acceptance of a purchase order issued by customer for product or
      service pursuant to this Agreement or the Hosted Services Agreement, and (i)
      Ericsson’s issuance of an invoice for such product or service.

    


    
      	 	
              (b)

            	
              $***
                Network Credit.
                Ericsson will issue to Customer a network credit equal to the sum
                of $***,
                as follows:

            


    

     

    
      	 	
              (1)

            	
              On
                February 16, 2008 (or such earlier date as Customer may elect by
                providing
                a written notice to Ericsson of its intent to take the credit early
                but in
                not event earlier than July 1, 2007), Ericsson will issue to Customer
                a
                credit of $***, as long as Customer is not then in breach of any
                of the
                material terms and conditions of this Agreement. Upon receipt of
                such
                credit of $***, Customer must use such credit during the 4-Year Period
                and
                may only be used by Customer against current accounts receivable
                or
                against future purchases of products and
                services

            


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          3

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

     

    

       



    from
      Ericsson. This credit of $*** shall survive the early termination of this
      Agreement if this Agreement is terminated for any reason prior to the expiration
      of the 4-Year Period. 

    


    
      	 	
              (2)

            	
              From
                time to time prior to February 15, 2008, Customer may purchase from
                Ericsson CDMA equipment, software, and related services. With respect
                to
                each such purchase, Ericsson will issue to Customer (i) an invoice
                for the
                applicable price (net all discounts and credits), and (ii) a credit
                memorandum for such applicable price; provided that the sum of all
                such
                credits will not exceed $***.

            


    

    


    
      	 	
              (3)

            	
              From
                time to time prior to February 15, 2008, Customer may purchase from
                Ericsson the services to implement and test the integration of Ericsson’s
                Mail-2-go, MMS and SMS solutions to Customer’s new CDMA core network. With
                respect to each such purchase, Ericsson will issue to Customer (i)
                an
                invoice for the applicable price (net all discounts and credits),
                and (ii)
                a credit memorandum for such applicable price; provided that the
                sum of
                all such credits will not exceed
                $***.

            


    

    


    
      	 	
              (c)

            	
              $***
                GSM/WCDMA Overlay Credit.
                Ericsson will issue to Customer a GSM overlay credit equal to the
                sum of
                $***, as follows:

            


    

    


    
      	 	
              (1)
                

            	
              In
                the event that during the period commencing on January 1, 2008 and
                ending
                on the expiration of the 4-Year Period, Customer purchases from Ericsson
                the GSM and/or WCDMA equipment, software and services to overlay
                Customer’s *** CDMA market, Ericsson will issue to Customer (i) an invoice
                for the applicable price (net all discounts and credits), and (ii)
                a
                credit memorandum for such applicable price; provided that the sum
                of all
                such credits will not exceed $***.

            


    

    


    
      	 	
              (2)
                

            	
              In
                the event that Customer purchases from Ericsson the new Mobile Softswitch
                equipment, software and related services during the 4-Year Period,
                Ericsson will issue to Customer (i) an invoice for the applicable
                price
                (net all discounts and credits), and (ii) a credit memorandum for
                such
                applicable price; provided that the sum of all such credits will
                not
                exceed $***.

            


    

    


    
      	
              6.

            	
              BSC
                Pricing Structure.
                Ericsson hereby agrees to provide Customer with a “hybrid pay-as-you-grow”
                BSC pricing structure, as follows:

            


    

    


    
      	 	
              (a)

            	
              New
                BSCs.
                With respect to each BSC to be purchased by Customer from Ericsson
                after
                the Effective Date, Customer will pay to Ericsson the applicable
                purchase
                price of all hardware, the fees for the services, and the license
                fee for
                a minimum of *** TRU software licenses with the initial purchase
                order.

            


    

    


    
      	 	
              (b)

            	
              New
                BSC Expansion.
                With respect to each BSC expansion to be purchased by Customer from
                Ericsson after the Effective Date, Customer will pay to Ericsson
                the
                applicable purchase price of all hardware, the fees for the services
                with
                the expansion order, and the license fee for such TRU software licenses
                as
                deemed necessary by Customer with the initial purchase order.
                

            


    

    


    If
      there
      is any TRU capacity remaining in the BSC or BSC expansion (beyond the number
      of
      TRUs for which the software licenses are paid by Customer in its initial or
      expansion order), Ericsson and Customer hereby agree as follows:

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          4

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

     

    

       



    (1) Prior
      to
      the end of each calendar quarter, Ericsson will audit such BSC and BSC expansion
      and will notify Customer in a written quote of the TRU capacity which was used
      by RCC in that calendar quarter and for which Customer has not then already
      paid
      the license fee to Ericsson. 

    


    
      	 	
              (2)

            	
              Within
                ten (10) days following Customer’s receipt of the written notification
                provided by Ericsson in accordance with subsection (1) above, Customer
                will issue a purchase order to Ericsson for purchase of the software
                license for such TRU capacity.

            


    

    


    
      	 	
              (3)

            	
              Upon
                receipt of such purchase order, Ericsson will issue an invoice to
                Customer
                for the applicable license fee for such the software license for
                such TRU
                capacity.

            


    

    


    For
      avoidance of doubt, software licenses are not transferable; provided that
      relocation of the hardware (of which the software is an integral component)
      by
      Customer will not constitute a transfer of the software.

    


    
      	
              7.

            	
              System
                Support and Hardware Support.
                Customer may purchase from Ericsson the system support described
                in
                Section 1 of Exhibit D hereto (“System Support”) and the hardware repair
                and return services described in Section 2 of Exhibit
                D
                hereto (“Hardware Support”), at the applicable annual service fees set
                forth in Exhibit
                A
                hereto or the other applicable fees and charges set forth in Sections
                4(b)
                and 4(c) of Exhibit
                D
                hereto. Customer may purchase Hardware Support from Ericsson on an
                ad hoc
                basis, at the applicable service fees set forth in Exhibit
                A
                hereto. Ericsson will provide System Support to Customer for its
                NW TDMA
                network for a period of *** commencing upon the Effective Date at
                no
                additional charge. Unless otherwise mutually agreed in writing by
                the
                parties, System Support and Hardware Support for the CDMA network
                elements
                will cease on ***.

            


    

    


    
      	
              8.
                

            	
              Software
                Releases.

            


    

    


    
      	 	
              (a)

            	
              Software
                Upgrades.
                Upon execution of this Agreement, Ericsson will issue a credit of
                $*** to
                Customer. Upon receipt of such credit, Customer must use such credit
                within twelve (12) months after its issuance and may use such credit
                against current accounts receivable or against Customer’s future purchases
                of products and services from Ericsson pursuant to this Agreement
                or the
                Hosted Services Agreement. With respect to the features for which
                Customer
                has already paid the applicable license fees as of the Effective
                Date,
                which features are listed in Exhibit
                E hereto,
                Ericsson hereby waives the R12 basic upgrade fees (software only)
                for the
                remaining nodes in the network. If Customer can show that it paid
                the
                applicable license fee for a feature prior to the Effective Date
                but that
                feature is not on Exhibit E, then Ericsson shall waive the R12 basic
                upgrade fee relating to that
                feature.

            


    

    


    
      	 	
              (b)

            	
              BSC
                Capacity (512 vs. 1024).
                Ericsson hereby waives all future license charges for the premium
                feature
                INF 902 1817/1 (Support for 1024 cells in
                BSC).

            


    

    


    
      	 	
              (c)

            	
              Software
                Support and Maintenance.
                As a part of System Support purchased by Customer, Ericsson will
                provide
                Customer with the Software Updates and Software Upgrades from time
                to time
                as they become generally available at no additional charge. As used
                herein, (i) “Software Update” means a software release that contains
                correction of errors found in the then current in-service release
                of the
                software, and (ii) “Software Upgrade” means a software release that
                contains (x) new basic features, (y) fixes of and/or enhancements
                to the
                basic and premium/optional features (in the then current in-service
                release of the software) for which Customer has then already paid
                the
                applicable

            


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          5

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

     

    

       



    license
      fees to Ericsson (for example, new enhancements or functionality to the XYZ
      feature would be included in System Support because Customer has paid for the
      applicable license fees for that feature in a previous software release). For
      avoidance of doubt, the following will not be included as a part of the System
      Support and will be subject to mutually agreed additional charges:

    


    
      	 	
              (1)

            	
              New
                or additional hardware that may be required for the Software Updates
                or
                Software Upgrades.

            


    

    


    
      	 	
              (2)

            	
              Premium
                features and associated functionality included in a new software
                release
                (whether it is a Software Update or Software Upgrade) for which Customer
                has not paid the applicable license fee to Ericsson, including without
                limitation (i) new features or development or software functionality
                required to comply with a federal, state or local government mandates
                enacted after the date of this Agreement, or (ii) new feature development
                as a result of revisions to the standards (such as CAMEL Phase 1
                and CAMEL
                Phase 2). 

            


    

    


    
      	 	
              (3)

            	
              Deployment
                and implementation of Software Updates or Software
                Upgrades.

            


    

    


    9. SCC
      Charges and Peak Issues.
      

    


    
      	 	
              (a)

            	
              Prior
                to the end of each calendar quarter, Ericsson will audit the average
                SCC
                usage of each Ericsson MSC by Customer in its network in such calendar
                quarter and will notify Customer in writing of such average SCC usage
                for
                which Customer has not then paid the license fee to Ericsson. Within
                five
                (5) days following Customer’s receipt of such written notification,
                Customer will issue a purchase order to Ericsson for the purchase
                of such
                average SCC usage. Upon receipt of such purchase order, Ericsson
                will
                issue an invoice to Customer for the incremental license fee for
                such
                average SCC usage to the extent that Customer has not then already
                paid
                the license fee for such SCC usage. The parties agree that the average
                SCC
                usage will be calculated in accordance with Exhibit
                C
                hereto. 

            


    

    


    
      	 	
              (b)

            	
              Ericsson
                will maintain each Ericsson MSC at the maximum capacity of *** SCCs
                at no
                cost to Customer, so that such Ericsson MSC may still carry the traffic
                up
                to the maximum capacity of *** SCCs even when the volume of such
                traffic
                exceeds the SCC usage for which Customer has then already paid the
                license
                fee to Ericsson; provided that Customer will remain obligated to
                pay to
                Ericsson the license fee for the average SCC usage as provided in
                Section
                9(a) above.

            


    

    


    
      	
              10.

            	
              TDMA
                Transit Calls.
                For a period of nine (9) months commencing on the Effective Date
                on each
                Ericsson GSM MSC, RCC will be allowed to route TDMA traffic to the
                Ericsson GSM MSCs without increasing the SCC charges; provided that
                the
                following process is followed by Customer on each GSM
                MSC:

            


    

    


    
      	 	
              (a)

            	
              At
                least seven (7) days prior to the transition, Customer will notify
                Ericsson of which TDMA MSC’s traffic will be transitioned to the Ericsson
                GSM MSC.

            


    

    


    
      	 	
              (b)

            	
              Ericsson
                will measure the Ericsson GSM MSC SCC level prior to the transition
                (Before Measurement).

            


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          6

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

     

    

       

    

    
 

    
      	 	
              (c)

            	
              Customer
                will transition TDMA traffic to the Ericsson GSM MSC and will advise
                Ericsson when the transition is
                complete.

            


    

    


    
      	 	
              (d)

            	
              Ericsson
                will measure the SCC level no less than 7 days and no later than
                14 days
                after the TDMA transition (After
                Measurement).

            


    

    


    
      	 	
              (e)

            	
              The
                measured SCC increase (After Measurement - Before Measurement) will
                be
                deducted from the quarterly SCC invoices for the 9-month period after
                the
                transition.

            


    

    


    
      	
              11.

            	
              2Q05
                Catch-Up.
                Upon execution of this Agreement, Customer will issue to Ericsson
                a
                purchase order for the 2Q05 basic and premium software quotes in
                the net
                amount of $***. Upon receipt of such purchase order, Ericsson will
                issue
                to Customer an invoice for such 2Q05 basic and premium software quotes
                in
                the net amount of $***. Customer may use part of the $*** credit
                (granted
                by Ericsson under Section 5(a)(1) above) or the $*** credit (granted
                by
                Ericsson under Section 8(a)). 

            


    

    


    
      	
              12.

            	
              CDMA
                Last-Time-Buy.
                Upon receipt of a written notification from Ericsson of the availability
                of the CDMA equipment listed in Exhibit B hereto, Customer will purchase
                from Ericsson and take delivery (and title) of such CDMA equipment
                in
                accordance with the process set forth in Subsection 5
                (b)(2).

            


    

    


    
      	
              13.

            	
              Decommissioning
                of CDMA Equipment.
                No later than ***, Customer will, at its expense, (i) deinstall all
                Ericsson CDMA equipment and software then already purchased by Customer
                from Ericsson prior to, on or subsequent to the Effective Date (all
                such
                Ericsson CDMA equipment and software collectively referred to as
                the
                “Purchased CDMA Equipment”), (ii) collect and deliver the Purchased CDMA
                Equipment to a warehouse at Customer’s Alexandria, MN location (the
                “Central Location”), (iii) inventory the Purchased CDMA Equipment, and
                (iv) make the Purchased CDMA Equipment available for Ericsson’s
                inspection, pickup and transport, subject to the
                following:

            


    

    


    
      	 	
              (a)

            	
              Customer
                will retain the title and risk of loss or damage to the Purchased
                CDMA
                Equipment until Ericsson takes possession of the Purchased CDMA Equipment
                at the Central Location, at which point the title and risk of loss
                or
                damage to the Purchase CDMA Equipment will pass to
                Ericsson;

            


    

    


    
      	 	
              (b)

            	
              Except
                as provided in Section 13(a) above, Customer will return all the
                Purchased
                CDMA Equipment to Ericsson in an “as is”
                condition;

            


    

    


    
      	 	
              (c)

            	
              Customer
                shall have no responsibly to box, crate or otherwise pack the CDMA
                Purchased Equipment for shipment from the Central Location to Ericsson;
                and

            


    

    


    


    
      	 	
              (d)

            	
              At
                least ninety (90) days prior to Customer’s deinstallation of the Purchased
                CDMA Equipment, Customer will notify Ericsson in writing of such
                deinstallation, so that Ericsson may take the inventory of the Purchased
                CDMA Equipment.

            


    

    


    
      	
              14.

            	
              Conflicts.
                In the event of any express conflict or inconsistency between the
                provisions of this Agreement and the provisions of any Purchase Order,
                the
                provisions of this Agreement will control.


            


    

    


    
      	
              15.

            	
              Products.
                With respect to each product provided by Ericsson to Customer hereunder
                (the “Product”), Ericsson will deliver the Product to Customer, F.O.B.,
                Customer’s facilities (or such other facilities contracted by Customer),
                no later than the date mutually agreed in writing by the parties.

                 Title
                  and risk of loss or damage to the Product will pass to Customer
                  upon
                  Ericsson’s delivery to
                  Customer.

              

            


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          7

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

     

    

       



    
      	
              16.

            	
              Software.
                With respect to the software components of the Product (the “Software”),
                Ericsson hereby grants to Customer, and Customer hereby accepts from
                Ericsson, a non-exclusive and non-transferable license to use the
                object
                code of the Software solely as an integral part of and for the operation
                of the Product in which the Software is originally embedded and for
                no
                other purposes, subject to the following use
                provisions:

            


    

    


    
      	 	
              (a)

            	
              The
                Software and related documentation (including all copies thereof)
                shall
                remain Ericsson’s exclusive
                property.

            


    

    


    
      	 	
              (b)

            	
              Customer
                may not reverse engineer, decompile or otherwise derive the source
                code
                from the object code of the
                Software.

            


    

    


    
      	 	
              (c)

            	
              Customer
                may not merge the Software with other software computer program materials
                to form a derivative work or otherwise modify or alter the Software
                in any
                manner whatsoever.

            


    

    


    
      	 	
              (d)

            	
              Customer
                may make only one copy of the Software solely for backup
                purpose.

            


    

    


    
      	 	
              (e)

            	
              Customer
                may make copies of the Software-related documentation solely for
                internal
                purposes.

            


    

    


    The
      provisions of this Section 16 will survive the expiration or termination of
      this
      Agreement for any reason.

    


    
      	
              17.

            	
              Taxes.
                Customer will be responsible for, and will pay or reimburse Ericsson
                for,
                any sales, use, excise or other taxes, however designated or levied
                based
                upon this Agreement, on any amounts payable to Ericsson hereunder,
                or any
                services, systems, materials or goods provided to Customer hereunder
                or
                their use. Each party will be responsible for rendering its own property
                for taxation and for paying any property taxes assessed against such
                property. Each party will also be responsible for income taxes or
                franchise taxes based on their respective income or net
                worth.

            


    

    


    
      	
              18.

            	
              Invoicing
                and Payment.
                Unless otherwise mutually agreed in writing by the parties, Ericsson
                will
                invoice Customer for the applicable prices, charges and fees for
                the
                products and services according to the following schedule:
                

            


    

    


    
      	 	
              (a)

            	
              Invoices
                for the equipment, software and related services associated with
                the
                Initial Build Out of a particular market will be issued for (i) ***%
                of
                the purchase order value at receipt of the purchase order, (ii) ***%
                at
                delivery, and (iii) ***% at Acceptance (as defined in Section 30
                hereof).

            


    

    


    
      	 	
              (b)

            	
              All
                other equipment, software and related services will be invoiced 100%
                at
                delivery or performance (except for System Support or Hardware Support,
                for which invoices for annual support fees will be issued at the
                beginning
                of each annual period for such
                services).

            


    

    


    Each
      such
      invoice will be due and payable to Ericsson within thirty (30) days from the
      date of the invoice. Any sum due to Ericsson hereunder that is not paid when
      due
      will bear interest thereafter until paid at a rate equal to the lesser of ***%
      per month or the maximum rate allowed by applicable law.

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          8

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

     

     

    As
      used
      herein, “Initial Build Out” of a market means all equipment and services
      provided by Ericsson for the initial launch of Customer’s network in such
      market.

    


    
      	
              19.

            	
              Warranty.
                Ericsson warrants and agrees that it will perform the services hereunder
                in a good and workmanlike manner. The foregoing warranty is for a
                warranty
                period of *** months following the date of performance. In addition,
                Ericsson warrants that (i) Ericsson has all right, title and ownership
                interests and/or licenses necessary to perform its obligations under
                this
                Agreement, and (ii) the products sold by Ericsson hereunder will
                be free
                and clear of any and all liens, encumbrances or security interests
                of any
                third party. With respect to each product provided by Ericsson hereunder
                that is manufactured by Ericsson, Ericsson warrants that during the
                Warranty Period (as defined below), such product will perform in
                substantial accordance with the applicable specifications. With respect
                to
                each product provided by Ericsson hereunder that is not manufactured
                by
                Ericsson, Ericsson will assign any and all warranties with respect
                to such
                product if and to the extent allowed by the manufacturer or supplier
                of
                such product. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THERE
                ARE NO,
                AND ERICSSON HEREBY DISCLAIMS ALL, OTHER WARRANTIES, WHETHER IMPLIED,
                EXPRESS OR STATUTORY, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED
                TO CUSTOMER HEREUNDER, INCLUDING WITHOUT LIMITATION WARRANTY OF
                MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                USE.

            


    

    


    As
      used
      in this Section 19, “Warranty Period” means a *** period that commences upon (i)
      Ericsson’s delivery of the product (if Ericsson does not install such product),
      or (ii) Acceptance of the product (if Ericsson installs such
      product).

    


    
      	
              20.

            	
              Rights
                in Work Products.
                Each party’s rights in and to the work products to be developed and
                provided by Ericsson under this Agreement are set forth herein. Unless
                otherwise set forth herein, Ericsson will have exclusive ownership
                of such
                work products, and Customer will have a non-exclusive, non-transferable
                license to use such work products as contemplated
                herein.

            


    

    


    
      	
              21.

            	
              Confidentiality.
                Each party agrees that all confidential documents, work product and
                information (including all computer code and related materials) received
                or otherwise obtained from the other party pursuant to this Agreement,
                whether before or after the Effective Date, will be, and will be
                deemed to
                have been, received in confidence and will be used only for the purpose
                of
                carrying out the obligations of, or as otherwise contemplated by,
                this
                Agreement. Without the other party’s prior written consent, neither party
                may disclose any such information to any third party, and each party
                will
                disclose such information only to such of its officers, employees
                and
                agents that have a need to know such information for the purposes
                contemplated hereby. However, the provisions of this Section will
                not
                apply to any such information that (i) is or becomes generally available
                to the public without the fault or negligence of either party, (ii)
                is
                already in the possession of the receiving party without being subject
                to
                another confidentiality obligation, (iii) is or becomes available
                to the
                receiving party on a non-confidential basis from a source other than
                the
                disclosing party; provided that such source is not bound by a
                confidentiality obligation of the disclosing party, (iv) is required
                to be
                disclosed pursuant to an arbitration proceeding conducted in accordance
                with this Agreement, or (v) is required to be disclosed pursuant
                to a
                requirement of any governmental authority or any statute, rule or
                regulation; provided that the party required to disclose such information
                of the other party provide to the other party notice of such requirement
                of any such disclosure and cooperates with the other party to prevent
                or
                restrict any such disclosure to the extent allowed by applicable
                law.

            


    

    


    
      	
              22.

            	
              Limitation
                of Liability.
                Except for Ericsson's liability under any indemnity provision in
                this
                Agreement, (i) any liability of Ericsson arising from or relating
                to this
                Agreement, whether based on contract, warranty, equity, indemnity,
                tort
                (including Ericsson’s negligence), intended conduct, strict liability, or
                otherwise will be limited to Customer’s actual, direct damages, and (ii)
                the amount of damages recoverable against Ericsson for all events,
                acts or
                omissions shall not exceed, in the aggregate,
                the

            


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          9

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

     

     

    
 

    greater
      of *** dollars ($***) or the prices or fees then already paid by Customer to
      Ericsson under the applicable purchase order for the products or services that
      give rise to such liability. In no event shall either party be liable for any
      special, incidental, indirect or consequential damages in connection with this
      Agreement, whether based on action or claim in contract, warranty, equity,
      tort
      (including negligence), intended conduct, strict liability or otherwise, even
      if
      such damages are foreseeable.

    


    
      	
              23.

            	
              Indemnification.
                Ericsson will indemnify Customer against, and will defend or settle
                at
                Ericsson’s own expense, any action or other proceeding brought against
                Customer to the extent that it is based on a claim that the use of
                the
                Software infringes any third party copyright. Ericsson will pay any
                and
                all costs, damages, and expenses (including but not limited to reasonable
                attorneys' fees) Customer becomes obligated to pay in any such action
                or
                proceeding attributable to any such claim. Ericsson will have no
                obligation under this Section as to any action, proceeding, or claim
                unless Ericsson is notified of it promptly and Ericsson has sole
                control
                of its defense and settlement, and Customer provides Ericsson with
                reasonable assistance in its defense and settlement. If Customer's
                use of
                the Software under the terms of this Agreement is, or in Ericsson’s
                opinion is likely to be, enjoined due to the type of infringement
                or
                misappropriation specified above, then Ericsson may, at its sole
                option
                and expense, either: (i) procure for Customer the right to continue
                using
                such Software under the terms of this Agreement; (ii) replace or
                modify
                such Software so that it is noninfringing and substantially equivalent
                in
                function to the enjoined Software; or (iii) if neither option above
                can be
                accomplished despite the reasonable efforts of Ericsson, then Ericsson
                may
                both: (A) terminate Customer's rights and Ericsson’s obligations with
                respect to such product containing the Software; and (B) repurchase
                the
                applicable product and refund to Customer the purchase price of such
                product paid by Customer upon return of the product to Ericsson.
                The
                foregoing are Ericsson’s sole and exclusive obligations with respect to
                any infringement or misappropriation of intellectual property rights.
                Ericsson will have no obligations under this Section with respect
                to
                infringement or misappropriation arising from any of the following
                circumstances: (i) modifications to the Software that were not authorized
                by Ericsson; (ii) use of the Software in combination with products
                not
                provided by Ericsson; or (iii) accident, misuse, or misapplication
                of the
                Software by Customer. If any such circumstances occur, Customer will
                indemnify and defend Ericsson against any third party claims arising
                from
                such circumstances.

            


    

    


    


    
      	
              24.

            	
              Termination.
                Either party may terminate this Agreement upon thirty days' written
                notice
                to the other party if such party breaches in any material respect
                any of
                the terms of this Agreement (except for payment default) and such
                breach
                remains uncured at the end of the thirty day notice period. In the
                event
                that Customer defaults in the payment when due of any amount due
                to
                Ericsson hereunder and does not cure the default within ten (10)
                business
                days after being given written notice specifying the default, then
                Ericsson may, by giving written notice thereof to Customer at any
                time
                thereafter and before the default is cured, terminate this Agreement
                or
                any purchase order as of the date specified in the notice of
                termination.

            


    

    


    
      	
              25.

            	
              Notice.
                Any notices pursuant to this Agreement shall be in writing and shall
                be
                sent to the parties at the following address or at such other addresses
                as
                shall be specified by the parties by like
                notice:

            


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          10

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


     

     

    If
      to
      Ericsson:     If
      to
      Customer:

    


    Ericsson
      Inc.     Rural
      Cellular Corporation

    6300
      Legacy Drive    3905
      Dakota Street

    Plano,
      Texas 75024    Alexandria,
      MN 56308

    Attention:
      VP RCC KAM Attention:
      President

    


    With
      a
      copy to:      With
      a
      copy to:

    


    Ericsson
      Inc.     Rural
      Cellular Corporation

    6300
      Legacy Drive    302
      Mountain View Drive

    Plano,
      Texas 75024    Colchester,
      VT 05446

    Attention:
      Legal Department   Attention:
      Legal Services Department

    


    Such
      notices or other communications shall be deemed to have been duly given and
      received (i) on the day of sending if sent by personal delivery, cable,
      telegram, facsimile transmission or telex, (ii) on the next business day after
      the day of sending if sent by Federal Express or other similar express delivery
      service, or (iii) on the fifth calendar day after the day of sending if sent
      by
      registered or certified mail (return receipt requested).

    


    
      	
              26.

            	
              Dispute
                Resolution.
                Any disputes arising under or relating to this Agreement shall be
                resolved
                in accordance with the Commercial Arbitration Rules of the American
                Arbitration Association. Arbitration shall be held in the City of
                New
                York, New York, or such other place as the parties may agree and
                shall
                include an award of attorneys' fees (and the amount of such fees)
                to the
                prevailing party. The arbitrators’ award shall be final and binding, and
                judgment thereon may be entered in any court having jurisdiction
                over the
                party against which enforcement is sought; provided that any such
                award
                rendered by the arbitrators shall be strictly in conformance to and
                in
                accordance with the terms and conditions of this Agreement, including
                without limitation the limitation of liability provisions contained
                herein. Other than those matters involving injunctive relief as a
                remedy
                or any action necessary to enforce the award of the arbitrators,
                the
                parties agree that the provisions of this Section are a complete
                defense
                to any suit, action or other proceedings instituted in any court
                or before
                any administrative tribunal with respect to any dispute or controversy
                arising under or relating to this Agreement. Nothing in this Section
                shall
                prevent either party from exercising its rights to terminate this
                Agreement as specified herein. The provisions of this Section shall
                survive the expiration or termination of this Agreement for any
                reason.

            


    

    


    
      	
              27.

            	
              Media
                Releases.
                All media releases, public announcements and public disclosures by
                either
                party relating to this Agreement or the subject matter of this Agreement,
                including, without limitation, promotional or marketing material
                but not
                including any announcement intended solely for internal distribution
                or
                any disclosure required by legal, accounting or regulatory requirements
                beyond the reasonable control of the party, will be coordinated with
                and
                subject to the final approval by both parties prior to release. If
                required by the rules or regulations of the Securities Exchange Commission
                (SEC), Customer
                shall file a copy of this Agreement with its required securities
                filings,
                redacted to be in the form attached hereto as Exhibit
                F.
                In the event that the SEC objects to the extent or substance of the
                redacted Agreement, Customer and Ericsson shall work together in
                good
                faith to revise the redacted Agreement to satisfy the SEC requirements.
                

            


    

     

    
      	
              28.

            	
              Force
                Majeure.
                Each party will be excused from performance hereunder (except for
                payment
                obligation) for any period and to the extent that it is prevented
                from
                such performance, in whole or in part, as a result of delays caused
                by the
                other party or an unforeseeable act of God, natural disaster, war,
                civil
                disturbance, court order, labor dispute, third party non-performance,
                or
                other cause beyond its reasonable control and which it could not
                have
                prevented by reasonable precautions,
                including

            


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          11

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

     

     

    failures
      or fluctuations in electrical power, heat, light, air conditioning or
      telecommunications equipment, and such non-performance will not be a default
      hereunder or a ground for termination hereof; provided however, the party whose
      performance is not affected by such force majeure may terminate the applicable
      purchase order without penalty upon written notice if the force majeure prevents
      the other party's performance for more than ninety (90) days.

    


    
      	
              29.

            	
              Relationship.
                The relationship between Customer and Ericsson is that of independent
                contractor. This Agreement does not create any employer-employee,
                agency,
                joint venture, or partnership relationship between Customer and Ericsson.
                Ericsson shall exercise control over the means and manner of the
                performance of services pursuant to this Agreement. No employee,
                agent, or
                assistant of Ericsson, or other person participating on Ericsson's
                behalf,
                shall be considered an employee of Customer or entitled to any employment
                fringe benefits of Customer.

            


    

    


    
      	
              30.

            	
              Miscellaneous.
                This Agreement shall be governed by the laws of the State of New
                York,
                other than the choice of law rules. Neither party may assign this
                Agreement without the other party’s prior written consent; except that by
                providing the other party with a prior written notice thereof, either
                party may assign this Agreement to any corporation or partnership
                that
                controls, is controlled by, or is under common control with the assigning
                party or to any corporation that results from a merger or consolidation
                with the assigning party or that acquires substantially all of the
                assigning party's assets as a going concern, without the other party's
                consent. As used in the preceding sentence, "control" and its derivatives
                mean with respect to any entity the legal, beneficial or equitable
                ownership, directly or indirectly, of fifty percent (50%) or more
                of the
                voting capital stock (or other ownership interest, if not a corporation)
                of such entity. The provisions of this Agreement shall be severable,
                and
                if any provisions shall be held unenforceable the remaining provisions
                shall remain in full force and effect. Expiration
                or termination of this Agreement for any reason shall not release
                either
                party from any liability or obligation set forth in this Agreement
                which
                (i) the parties have expressly agreed will survive any such expiration
                or
                termination, or (ii) remain to be performed or by their nature would
                be
                intended to be applicable following such expiration or termination.
                This
                Agreement, each Purchase Order, and all exhibits attached hereto
                or
                thereto, each of which is hereby incorporated herein or therein,
                as
                applicable, for all purposes, constitute, as of the Effective Date
                or the
                effective date of the applicable Purchase Order, as applicable, the
                entire
                agreement between Ericsson and Customer with respect to the subject
                matter
                hereof and thereof, and there are no understandings or agreements
                relative
                hereto or thereto that are not fully expressed herein or therein.
                Any
                other terms or conditions included in any quotes, acknowledgements,
                bills
                of lading, purchase orders, invoices or other forms utilized or exchanged
                by the parties hereto that are in addition to or in conflict with
                those
                set forth in this Agreement or the applicable Purchase Order will
                be of no
                force or effect and will not be incorporated herein or be binding
                unless
                specifically and expressly agreed to in writing by both parties.
                No
                change, waiver or discharge will be valid unless in writing signed
                by an
                authorized representative of the party against whom such change,
                waiver or
                discharge is sought to be enforced. Each party, by executing this
                Agreement, represents and warrants that all necessary corporate or
                other
                authority to execute the Agreement has been obtained and that the
                person
                signing the Agreement is authorized to do so and thereby bind that
                party.

            


    

    


    
      	
              31.
                

            	
              Acceptance.
                The following provisions apply with respect to the acceptance of
                the
                Products: 

            


    

    


    
      	 	
              (a)

            	
              Acceptance
                Tests (the “Acceptance Tests”) will be carried out in respect of the
                product that is installed by Ericsson, to verify that it will operate
                and
                perform in accordance with the relevant specifications provided by
                Ericsson (the “Specifications”). 

            


    

    


    
      	 	
              (b)

            	
              Ericsson
                will notify Customer when it determines that the product is ready
                for
                Acceptance Tests, such notice to be given no less than seventy-two
                (72)
                hours before commencement of the Acceptance Tests. Customer and Ericsson
                will jointly commence the
                Acceptance

            


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          12

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    Tests
      on
      the date mutually agreed upon by both parties and specified in Ericsson's notice
      (or other determined date). Representatives of Ericsson and Customer will sign
      off on the form provided by Ericsson for the Acceptance Tests (the “Tests
      Results Form”) as to whether each item of the test was passed or failed. If
      Customer does not have a representative attend the Acceptance Tests on the
      mutually scheduled date, Ericsson will proceed with those tests and immediately
      forward the Test Results Form to Customer. No later than five (5) days after
      the
      effective receipt (in accordance with Section 24 of the Agreement) by Customer
      of the Test Results Form, Customer will give Ericsson a written notice
      confirming that the product is accepted or refusing acceptance, in which case
      Customer’s notice will state the particulars of the alleged deviation. If
      Customer fails to notify Ericsson during this period, Ericsson will, at its
      discretion but acting reasonably, determine whether or not the product is
      accepted and the product is deemed to have been accepted on the date upon which
      the Acceptance Tests were successfully completed.

    


    
      	 	
              (c)

            	
              If
                the Acceptance Tests results indicate that the product does not fulfill
                the requirements of the Specifications, Ericsson will diligently
                correct
                these defects at no additional cost to Customer. Acceptance of the
                product
                will not be unreasonably refused because of minor deviations that
                do not
                prevent it from being put into operation, although this will not
                relieve
                Ericsson from its obligation to remedy the deviations without undue
                delay.
                As used in the previous sentence “minor deviation” means that both parties
                agree that the defect will not affect end users quality of service.
                Upon
                correction of the defects, the relevant Acceptance Tests will be
                repeated
                on the relevant product in accordance with the procedures set out
                in this
                Article. Upon successful completion of the Acceptance Tests, the
                product
                will be deemed accepted by Customer and Acceptance will be deemed
                to have
                taken place as of that completion.

            


    

     

    
      	 	
              (d)

            	
              If
                the date the Acceptance Tests are successfully completed is delayed
                as the
                result of the failure of Customer to fulfill its obligations under
                this
                Agreement, Acceptance will be deemed to have occurred on the date
                it would
                reasonably have taken place if Customer had fulfilled those
                obligations.

            


    

    


    
      	 	
              (e)

            	
              Acceptance
                of the product may involve testing the product itself and interfaces
                (standard or agreed) to equipment not supplied by Ericsson under
                this
                Agreement. For this reason, tests of all products not supplied by
                Ericsson
                must be completed by Customer prior to commencement of Acceptance
                Tests
                and in the event that tests of applicable external products are
                incomplete, Customer will allow Ericsson to exclude affected tests,
                and
                the Test Results Form will indicate that test has been excluded.
                In the
                event the product passes the other relevant tests, it will be deemed
                accepted. Ericsson will help co-ordinate integration testing with
                products
                not supplied by Ericsson and may require the participation of the
                suppliers of such products in the testing
                process.

            


    

    


    
      	 	
              (f)

            	
              If
                Customer commences use of the product, other than for the express
                purpose
                of training or testing as agreed between Ericsson and Customer in
                writing
                prior to Acceptance, it will be deemed accepted by
                Customer.

            


    

    


    
      	
              32.

            	
              Preferred
                Supplier.
                During the term of this Agreement, Ericsson shall be the preferred
                supplier of GSM equipment (excluding mobile soft switches that may
                be used
                to support GSM) and software purchased by Customer. For purposes
                of this
                paragraph, “preferred supplier” means that during the term of this
                Agreement, Customer shall purchase GSM equipment and software from
                Ericsson, provided that Ericsson’s rates, terms and conditions (including
                without limitation the related support) are competitive with the
                rates,
                terms and conditions (including without limitation the related support)
                offered by third parties for substantially similar GSM equipment
                and
                software.

            


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          13

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    


    
      	
              33.

            	
              Other
                Agreements.
                This Agreement supersedes the March 14th
                MPA. Accordingly, upon execution of this Agreement, the March
                14th
                MPA (including without limitation Section 34 of the March 14th
                MPA) will terminate and will have no further force or effect, except
                as
                follows:

            


    

    


    
      	 	
              (a)

            	
              Hosted
                Services Agreement.
                As soon as practicable, Ericsson and RCC will work together in good
                faith
                to enter into the Hosted Services Agreement, which will supersede
                (i) the
                Statement of Work - Managed Content Services, effective as of January
                19,
                2005, as amended, (ii) MMS Shared Hosted Managed Service Statement
                of Work
                dated December 17, 2004, as amended, (iii) the Hosted Mobile Mail
                Service
                Statement of Work, dated March 7, 2005; (iv) the Hosted Managed Services
                Statement of Work, effective as of August 12, 2005, , and (v) Schedule
                No.
                1 for SMS Hosted Managed Service, effective as of August 12, 2005,
                all
                between the parties. Prior
                to the parties’ execution of the Hosted Services Agreement, the documents
                referenced in the foregoing clauses (i)-(v) will remain in full force
                and
                effect in accordance with their respective terms and
                conditions.

            


    

    


    


    IN
      WITNESS WHEREOF, the parties to this Agreement have caused their authorized
      representatives to execute this Agreement as of the Effective Date.

    


    ERICSSON
      INC.     RURAL
      CELLULAR CORPORATION

    


    


    By:
      Gowton Achibar     By:
      Ann
      Newhall

    


    Name:
      Gowton Achibar     Name:
      Ann
      Newhall

    


    Title:
      General Manager     Title:
      Executive Vice President and COO

    


    [signed
      November 22, 2006]

    


    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          14

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    SCHEDULE
      1

    


    FORM
      OF CONFIRMING MEMORANDUM

    


    This
      memorandum confirms the mutually agreement and understanding between Ericsson
      Inc. and Rural Cellular Corporation that ______________, 2006 shall be the
      Effective Date of the Restated and Amended Master Purchase Agreement, effective
      as of September __, 2006, between the parties. 

    


    Date:
      ______________________, 2006

    


    


    ERICSSON
      INC.     RURAL
      CELLULAR CORPORATION

    


    


    By:
             By:
           

    


    Name:
             Name:
           

    


    Title:
             Title:
           

    


    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          15

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    


    EXHIBIT
      A

    


    NET
      PRICE LIST

    


    1. GSM
      OSS Software

    


    
      	
              Ericsson
                Part #

            	
              Description

            	
              NET
                Price 

            	
              Parameter

            
	
              Basic
                Software

            	
               

            	
               

            	
               

            
	
              INF
                901 2351/U1

            	
              Centralized
                Operations Support SS+BSS; FM Complete (RC-3 BASIC) - Comprised of
                the
                following software features:

            	
              $***
                

            	
              per
                TRU

            
	 	
              Cellular
                Network Activity Manager (CNAM)

            	 	 
	 	
              Database
                (DB)

            	 	 
	 	
              X-Terminal
                Solution (XTERM)

            	 	 
	 	
              TMOS
                Security Services (TSS)

            	 	 
	 	
              TMOS
                Basic Service (TBS)

            	 	 
	 	
              Geographical
                and logical Network Information Presentation (GNIP)

            	 	 
	 	
              Standard
                Map (SMP)

            	 	 
	 	
              OMC
                Flashboard (OMCFB)

            	 	 
	 	
              Database
                Services (TDS)

            	 	 
	 	
              OSS
                Client Solution (OCS)

            	 	 
	 	
              Command
                Handler (CHA)

            	 	 
	 	
              File
                Transfer and Management (FHA)

            	 	 
	 	
              Element
                Management Accessories (EMA)

            	 	 
	 	
              Basic
                Network Surveillance Interface Manager (BNSI-M)

            	 	 
	 	
              Basic
                Network Surveillance Interface Agent (BNSI-A)

            	 	 
	 	
              Fault
                Management Viewer (FMV)

            	 	 
	 	
              Recovery
                and Diagnostic Tools (RDT)

            	 	 
	 	
              CORBA
                Alarm IRP manager (CIRPM)

            	 	 
	 	
              SNMP
                Manager (SNMPM)

            	 	 
	 	
              Text
                Alarm Toolkit, Runtime (TXTR)

            	 	 
	 	
              Basic
                OSS Administration (BOA)

            	 	 
	 	
              Command
                Handling, Winfiol (WFIOL)

            	 	 
	 	
              External
                Access Module (EAM)

            	 	 
	 	
              Fault
                Management Basic (FMB)

            	 	 
	 	 	 	 


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          16

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    


    
      	
              Ericsson
                Part #

            	
              Description

            	
              NET
                Price 

            	
              Parameter

            
	
              Premium
                Feature Package (comprised
                of the following software features, each of which software features
                may be
                licensed to Customer individually at the applicable net price set
                forth
                below)

            	
              ***

            	
              per
                TRU 

            
	
              INF
                202 1325/NC1

            	
              BTS
                Configuration Management (BCM) SS+BSS

            	
              ***

            	
              per
                TRU

            
	
              INF
                202 1328/NC1

            	
              Measurement
                Result Recording (MRR) SS+BSS

            	
              ***

            	
              per
                TRU

            
	
              INF
                202 1338/NC1

            	
              Network
                Statistics Analyzer (NWS-A) SS+BSS

            	
              ***

            	
              per
                TRU

            
	
              INF
                202 1342/NC1

            	
              Performance
                Statistical Alarms (PSA) SS+BSS

            	
              ***

            	
              per
                TRU

            
	
              INF
                202 1318/NC1

            	
              Radio
                Network Recording (RNR) SS+BSS

            	
              ***

            	
              per
                TRU

            
	
              INF
                202 1340/NC1

            	
              Statistical
                Gateway (SGw) SS+BSS

            	
              ***

            	
              per
                TRU

            
	
              INF
                202 1051/NU

            	
              Report
                Generator, Business Objects

            	
              ***

            	
              per
                TRU

            
	
              INF
                202 1341/NC1

            	
              Statistical
                Data Mart (SDM) SS+BSS

            	
              ***

            	
              per
                TRU

            
	
              INF
                202 1339/NC1

            	
              Statistical
                Measurement Initiator and Administration (SMIA) SS+BSS

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                122 474

            	
              Frequency
                Allocation Support Upgrade

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                122 477

            	
              Neighboring
                Cell Support - GSM, Upgrade

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                122 631

            	
              Traffic
                Estimation Tool, Upgrade

            	
              ***

            	
              per
                TRU

            
	 	 	 	 
	
              Ericsson
                Part #

            	
              Description

            	
              NET
                Price 

            	
              Parameter

            
	
              Optional
                Premium Features

            	
               

            	
              ***

            	
               

            
	
              INF
                202 1332/NC1

            	
              Frequency
                Optimization eXpert (FOX) SS+BSS

            	
              ***

            	
              per
                TRU

            
	
              INF
                202 1333/NC1

            	
              Neighbouring
                cell Optimization eXpert (NOX) SS+BSS

            	
              ***

            	
              per
                TRU

            
	
              INF
                901 2356/N7

            	
              FAJ
                121 44, Fault Management Expert, Rule engine (FMXR)

            	
              ***

            	
              Server

            
	
              INF
                901 2356/N8

            	
              FAJ
                121 45, Fault Management eXpert, Development License
                (FMXD)

            	
              ***

            	
              Server

            
	
              INF
                202 1317/NC1

            	
              Cellular
                Network Administration (CAN) SS+BSS

            	
              ***

            	
              per
                TRU

            
	
              INF
                202 1320/NC1

            	
              Cellular
                Network Administration Interface (CNAI) SS+BSS

            	
              ***

            	
              per
                TRU

            
	
              INF
                202 1310/NC1

            	
              Operation
                Procedure Support (OPS) SS+BSS

            	
              ***

            	
              per
                TRU

            


    

    


    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          17

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    2. GSM
      BSC Software

    


    
      	
              Ericsson
                Part #

            	
              Description

            	
              NET
                Price 

            	
              Parameter

            
	
              Basic
                Software

            	
               

            	
               

            	
               

            
	
              FAP
                131 177

            	
              BSS
                Basic R12 SW Package -
                Comprised of the following software features:

            	
              $*** 

            	
              per
                TRU

            
	
              FAJ
                121 21 /1

            	
              BTS
                - Short Time to Operation

            	 	 
	
              FAJ
                121 22 /1

            	
              Support
                of AXE 810 - APG40

            	 	 
	
              FAJ
                121 23 /1

            	
              Support
                of AXE 810 - APT1.5

            	 	 
	
              FAJ
                121 24 /1

            	
              Increased
                Capacity on Abis

            	 	 
	
              FAJ
                121 26 /1

            	
              Transcoder
                Pool Handling

            	 	 
	
              FAJ
                121 27 /1

            	
              Easy
                Handling of Managed Objects

            	 	 
	
              FAJ
                121 28 /1

            	
              BSS
                R9 System Improvements

            	 	 
	
              FAJ
                121 30 /1

            	
              High
                Speed Signaling Link

            	 	 
	
              FAJ
                121 050/1

            	
              BSS
                R9.1 System Improvements

            	 	 
	
              FAJ
                121 054

            	
              Frequency
                Hopping on 32 Frequencies

            	 	 
	
              FAJ
                122 1093/1

            	
              Local
                Synchronization Reference

            	 	 
	
              FAJ
                122 117/1

            	
              Flexible
                Channel Allocation

            	 	 
	
              FAJ
                122 151/2

            	
              Software
                Load of RBS 2000

            	 	 
	
              FAJ
                122 152/2

            	
              Flexible
                SDCCH Handling

            	 	 
	
              FAJ
                122 155/2

            	
              Software
                Load of RBS 200

            	 	 
	
              FAJ
                122 165/1

            	
              RBS
                2000 Digital Path Supervision

            	 	 
	
              FAJ
                122 180/2

            	
              Channel
                Event Recording

            	 	 
	
              FAJ
                122 181/1

            	
              Handover
                of Traffic at Channel Blocking

            	 	 
	
              FAJ
                122 195/1

            	
              Alarm
                Co-ordination

            	 	 
	
              FAJ
                122 197/1

            	
              Alarm
                Suppression

            	 	 
	
              FAJ
                122 199/2

            	
              Improved
                Configuration of BTSs

            	 	 
	
              FAJ
                122 200/1

            	
              Improved
                RBS 200 Software Download

            	 	 
	
              FAJ
                122 202/1

            	
              Data
                Channels

            	 	 
	
              FAJ
                122 204/1

            	
              Support
                of A5/1 Ciphering Algorithm

            	 	 
	
              FAJ
                122 205/1

            	
              Manual
                Access Control

            	 	 
	
              FAJ
                122 209/2

            	
              Handover
                in BSS

            	 	 
	
              FAJ
                122 210/2

            	
              Paging

            	 	 
	
              FAJ
                122 212/1

            	
              Radio
                Link Failure Supervision

            	 	 
	
              FAJ
                122 213/1

            	
              Diversity

            	 	 
	
              FAJ
                122 219/1

            	
              Traffic
                Channels Submultiplexing (3 PCM Time Slots per TRX)

            	 	 
	
              FAJ
                122 220/3

            	
              Supported
                Combinations of Channel Types per TRX

            	 	 
	
              FAJ
                122 221/1

            	
              Switch
                in RBS 200 (Transmission Radio Interface)

            	 	 
	
              FAJ
                122 226/1

            	
              AXE
                10/IOG 11 Interface Towards OSS

            	 	 
	
              FAJ
                122 231/2

            	
              BSC
                Supervision Functions

            	 	 
	
              FAJ
                122 233/3

            	
              Call
                Path Tracing in BSC

            	 	 
	
              FAJ
                122 238/8

            	
              Traffic
                and Event Measurements in BSC

            	 	 
	
              FAJ
                122 239/5

            	
              Cell
                Traffic Recording

            	 	 
	
              FAJ
                122 240/1

            	
              Processor
                and Exchange Load Measurements in BSC

            	 	 
	
              FAJ
                122 245/1

            	
              Automatic
                Reconfiguration of BCCH and SDCCH

            	 	 
	
              FAJ
                122 246/1

            	
              Automatic
                Reconfiguration of TRAUs (Transcoders)

            	 	 
	
              FAJ
                122 247/1

            	
              Redundant
                Control of TRIs

            	 	 
	
              FAJ
                122 252/1

            	
              Subscriber
                Identity Confidentiality, Use of TMSI

            	 	 
	
              FAJ
                122 253/1 

            	
              Support
                for SMS Point-to Point in BSS

            	 	 
	
              FAJ
                122 259/6

            	
              Locating

            	 	 
	
              FAJ
                122 264/1

            	
              Loudness
                Adjustment in TRAU

            	 	 
	
              FAJ
                122 267/1

            	
              Multiple
                Cells per TG

            	 	 
	
              FAJ
                122 273/2

            	
              Initiation
                Handling of Cells

            	 	 
	
              FAJ
                122 274/2

            	
              RBS
                200 Digital Path

            	 	 
	
              FAJ
                122 276/1

            	
              TRH
                Load Regulation

            	 	 
	
              FAJ
                122 279/2

            	
              Undefined
                Neighbouring Cells Recording

            	 	 
	
              FAJ
                122 281/1

            	
              Standby
                Synchronization of the TRI

            	 	 
	
              FAJ
                122 282/1

            	
              TRH
                Redundancy

            	 	 
	
              FAJ
                122 285/1 

            	
              Combined
                Control Channels

            	 	 
	
              FAJ
                122 286/1

            	
              Assignment
                to Another Cell

            	 	 
	
              FAJ
                122 294/1

            	
              TRA
                Software Handling

            	 	 
	
              FAJ
                122 296/3

            	
              Transceiver
                Tester (TRXT) Controlled by BSC

            	 	 
	
              FAJ
                122 299/4

            	
              Mobile
                Traffic Record

            	 	 
	
              FAJ
                122 300/1

            	
              Back-up
                in Main Store

            	 	 
	
              FAJ
                122 305/1

            	
              TRA
                in Pool Handling

            	 	 
	
              FAJ
                122 306/1 

            	
              BSS
                Connectivity Test

            	 	 
	
              FAJ
                122 309/1 

            	
              PCM-B
                Transmission Link

            	 	 
	
              FAJ
                122 311/1

            	
              Dynamic
                Allocation of Transcoder Resources

            	 	 
	
              FAJ
                122 313/2

            	
              Release
                of Sequential Events (FORLOPP)

            	 	 
	
              FAJ
                122 314/2

            	
              Shorter
                Speech Interrupts at Handover

            	 	 
	
              FAJ
                122 316/1

            	
              MNC
                Expansion

            	 	 
	
              FAJ
                122 352/1

            	
              Multidrop
                at RBS 2301 (Micro)

            	 	 
	
              FAJ
                122 37/1

            	
              Selective
                Restart

            	 	 
	
              FAJ
                122 382/1

            	
              Increased
                number of neighbouring cells

            	 	 
	
              FAJ
                122 385/1

            	
              2
                Mbit/s E1/G.703 Long Haul

            	 	 
	
              FAJ
                122 393/1

            	
              Multidrop
                at RBS 2000 (Macro)

            	 	 
	
              FAJ
                122 396/2

            	
              Active
                BA-list Recording

            	 	 
	
              FAJ
                122 397/1

            	
              Cell
                Relocation Support Between BSCs

            	 	 
	
              FAJ
                122 416/1

            	
              Handling
                of Synchronization Reference

            	 	 
	
              FAJ
                122 426/1

            	
              Handling
                of RBS Capabilities

            	 	 
	
              FAJ
                122 431/1

            	
              Support
                for Special Cell Configurations

            	 	 
	
              FAJ
                122 442/1

            	
              Improved
                Handling of Emergency Calls in RBS

            	 	 
	
              FAJ
                122 443/1

            	
              TRC-BSC
                Overload Control

            	 	 
	
              FAJ
                122 445/2

            	
              Managed
                Object Recovery

            	 	 
	
              FAJ
                122 446/1

            	
              Improved
                BSC-OSS Interworking

            	 	 
	
              FAJ
                122 447/2

            	
              Increased
                Paging Capacity

            	 	 
	
              FAJ
                122 453/1

            	
              Handling
                of External RBS Hardware

            	 	 
	
              FAJ
                122 516/1

            	
              Year
                2000 compliance

            	 	 
	
              FAJ
                122 548/1

            	
              System
                Information, GSM Phase 2

            	 	 
	
              FAJ
                122 549/1

            	
              GSM
                Phase 2 Support

            	 	 
	
              FAJ
                122 550/1

            	
              Switch
                in RBS 2000 (DXU)

            	 	 
	
              FAJ
                122 557/2

            	
              Remote
                function change

            	 	 
	
              FAJ
                122 557/3

            	
              Remote
                function change

            	 	 
	
              FAJ
                122 580/1

            	
              Overload
                Protection in TRH

            	 	 
	
              FAJ
                122 581/1

            	
              Flexible
                Alarm Classification

            	 	 
	
              FAJ
                122 584/1

            	
              TMA
                dual alarm

            	 	 
	
              FAJ
                122 59/1 

            	
              TRH
                Load Distribution

            	 	 
	
              FAJ
                122 610/1

            	
              Supervision
                of Digital Paths Connected to the BTS

            	 	 
	
              FAJ
                122 699/1

            	
              Mix
                of ETC-Types in BSC

            	 	 
	
              FAJ
                122 700/1

            	
              BTS
                Backwards compatibility

            	 	 
	
              FAJ
                122 720/1

            	
              Enhanced
                BTS Program & Load of RBS 2000

            	 	 
	
              FAJ
                122 830/1

            	
              External
                Alarm Connection and Presentation Locally at Site

            	 	 
	
              FAJ
                122 87/1 

            	
              Support
                of 1,020 TRXs

            	 	 
	
              FAJ
                122 879/1

            	
              Optimized
                default allocation of MAIO

            	 	 
	
              FAJ
                122 893/1

            	
              AXE
                Hardware Inventory in BSC

            	 	 
	
              FAJ
                122 904/1 

            	
              Double
                BCCH Allocation (BA) Lists

            	 	 
	
              FAJ
                122 908/1

            	
              Support
                for New BTS

            	 	 
	
              FAJ
                122 913/1 

            	
              Immediate
                Assignment of TCH

            	 	 
	
              FAJ
                122 915/1

            	
              Channel
                Administration

            	 	 
	
              FAJ
                122 923/1

            	
              Differential
                Channel Allocation

            	 	 
	
              FAJ
                122 994/1

            	
              Support
                of A5/2 Ciphering Algorithm

            	 	 


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          18

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    


    
      	
              Ericsson
                Part #

            	
              Description

            	
              NET
                Price 

            	
              Parameter

            
	
              BSS
                Premium Software - Software CAP Features

            	
               

            	
               

            
	 	
              BSS
                Premium Software Package -
                Comprised of the following software features:

            	
              $***

            	
              per
                TRU

            
	
              FAJ
                121 052/1

            	
              Multi
                Band BSC

            	 	 
	
              FAJ
                121 053/1

            	
              Multi
                Band Services

            	 	 
	
              FAJ
                121 055/1

            	
              AMR

            	 	 
	
              FAJ
                121 056

            	
              GPRS
                coding scheme 3 and 4

            	 	 
	
              FAJ
                121 060/1

            	
              Flexible
                Priority Handling of Packet DataChannels 

            	 	 
	
              FAJ
                122 067/1

            	
              LAPD
                Concentration

            	 	 
	
              FAJ
                122 072/1

            	
              OMT
                License (BSS R9)

            	 	 
	
              FAJ
                122 078/1

            	
              Transmitter
                Coherent Combining (TCC)

            	 	 
	
              FAJ
                121 32/1

            	
              Quality
                of Service & Scheduling/64kbps

            	 	 
	
              FAJ
                121 50/1

            	
              Real
                Time Event Data

            	 	 
	
              FAJ
                121 51/2

            	
              Flexible
                Positioning Support 

            	 	 
	
              FAJ
                121 52/1

            	
              Extended
                Range Cell 121 km

            	 	 
	
              FAJ
                121 53/1

            	
              BCCH
                in Overlaid Subcell

            	 	 
	
              FAJ
                122 89/1

            	
              LAPD
                Multiplexing, RBS 2000

            	 	 
	
              FAJ
                122 256/1

            	
              Discontinuous
                Transmission (DTX) Uplink

            	 	 
	
              FAJ
                122 260/3

            	
              Dynamic
                MS Power Control

            	 	 
	
              FAJ
                122 284/5

            	
              SMS
                Cell Broadcast

            	 	 
	
              FAJ
                122 287/1

            	
              Discontinuous
                Transmission (DTX) Downlink

            	 	 
	
              FAJ
                122 288/1

            	
              Frequency
                Hopping

            	 	 
	
              FAJ
                122 289/1

            	
              Handover
                of SDCCH Priced 

            	 	 
	
              FAJ
                122 290/2

            	
              Intra-cell
                Handover

            	 	 
	
              FAJ
                122 315/1

            	
              Half
                Rate Channels

            	 	 
	
              FAJ
                121 329/1

            	
              Enhanced
                Full Rate (EFR)

            	 	 
	
              FAJ
                122 344/1

            	
              Transmission
                Performance

            	 	 
	
              FAJ
                122 345

            	
              Remote
                Operation and Maintenance Terminal

            	 	 
	
              FAJ
                122 357/1

            	
              1.5
                Mbit/s T1/DS1 Long Haul 

            	 	 
	
              FAJ
                122 381/1

            	
              NF
                381.1 Adaptive Config of SDCCHs-

            	 	 
	
              FAJ
                122 395/1

            	
              Frequency
                Allocation Support

            	 	 
	
              FAJ
                122 398/1

            	
              Frequency
                re-configuration with minimum disturbance

            	 	 
	
              FAJ
                122 399

            	
              Statistics
                Based on Measurement Results

            	 	 
	
              FAJ
                122 428/1

            	
              Advanced
                Handling of Fast Moving Mobiles

            	 	 
	
              FAJ
                122 429/1

            	
              Handover
                Power Boost 

            	 	 
	
              FAJ
                122 430/1

            	
              Dynamic
                Overlaid/Underlaid Subcells

            	 	 
	
              FAJ
                122 433/1

            	
              Efficient
                Priority Handling

            	 	 
	
              FAJ
                122 435/1

            	
              Support
                of Remote BSC 

            	 	 
	
              FAJ
                122 438/2

            	
              High
                Speed Circuit Switched Data (HSCSD)

            	 	 
	
              FAJ
                122 524/1

            	
              TX
                - Diversity (2301 only) 

            	 	 
	
              FAJ
                122 534/1

            	
              TX
                Diversity (BSC SW) 

            	 	 
	
              FAJ
                122 572/2

            	
              GPRS
                Support per 64kbps

            	 	 
	
              FAJ
                122 573/1

            	
              HCS
                supprt for m-layered ntwrks 

            	 	 
	
              FAJ
                122 574/1

            	
              14.4
                kbit/s Circuit Switched Data

            	 	 
	
              FAJ
                122 582/2

            	
              Dynamic
                Half Rate Allocation

            	 	 
	
              FAJ
                122 583/1

            	
              SQS,
                Speech quality supervision

            	 	 
	
              FAJ
                122 594/1

            	
              Software
                Power Boost 

            	 	 
	
              FAJ
                122 639

            	
              Mobile
                Crosstalk Control (MCC)

            	 	 
	
              FAJ
                122 854/1 

            	
              RBS
                2000 synchronisation 

            	 	 
	
              FAJ
                122 870/1

            	
              Flexible
                MAIO Management

            	 	 
	
              FAJ
                122 909/1

            	
              Idle
                Channel Measurement

            	 	 
	
              FAJ
                122 910/3

            	
              Dynamic
                BTS Power Control

            	 	 
	
              FAJ
                122 911/1

            	
              Cell
                Load Sharing

            	 	 
	
              FAJ
                121 588

            	
              U-TDOA
                Support (Lb+ interface) - Added ($170)

            	
               

            	
               

            
	
              INF
                902 1817/1

            	
              Support
                for 1024 cells in BSC - Added 2006 Addendum

            	
               

            	
               

            


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          19

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    


    
      	
              Ericsson
                Part #

            	
              Description

            	
              NET
                Price 

            	
              Parameter

            
	
              BSS
                Premium Optional Software Features (may
                be licensed to Customer individually at the applicable net price
                set forth
                below)

            	
               

            	
               

            
	
              FAJ
                122 081

            	
              Synchronized
                Radio Networks

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                122 082/1

            	
              Antenna
                Hopping

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                122 083/1

            	
              Inteference
                Rejection Combining

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                122 085

            	
              Multi
                Band Cell

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                121 353/1

            	
              AMR
                Power Control

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                121 355

            	
              Increased
                SDCCH Capacity

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                121 356

            	
              Self
                Configuring Transcoder Pools

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                121 358/1

            	
              AMR
                Half Rate

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                121 359

            	
              Network
                Assisted Cell Change

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                121 360

            	
              Streaming

            	
              ***

            	
              per
                64 kbps

            
	
              FAJ
                121 361/1

            	
              Dynamic
                FR/HR Adaptation

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                121 362/1

            	
              Call
                Queuing - requiredd for WPS (Regulatory)

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                121 375

            	
              GPRS/EGPRS
                End-user Performance

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                121 31/1

            	
              EDGE
                SW including BTS EDGE SW and BSC EGPRS SW

            	
              ***

            	
              per
                TRU

            
	
              FAJ
                122 450/1

            	
              Flexible
                Abis Feature per TRU

            	
              ***

            	
              per
                TRU

            
	
              FAJ121589/1
                

            	
              ECGI
                Support in BSC per tru

            	
              ***

            	
              per
                TRU

            
	
              FAJ121588/1
                

            	
              ECGI
                Support in BSC per tru

            	
              ***

            	
              per
                TRU

            
	
              1/INF
                902 1060/3

            	
              Flexible
                Priority Handling of Packet Data Channels

            	
              ***

            	
              64
                kbps

            
	
              1/INF
                902 150/4

            	
              Real
                Time Event Data

            	
              ***

            	
              per
                TRU

            
	
              1/INF
                902 153/1

            	
              BCCH
                in Overlaid Subcell

            	
              ***

            	
              per
                TRU

            
	
              1/INF
                902 2260/5

            	
              Dynamic
                MS Power Control

            	
              ***

            	
              per
                TRU

            
	
              1/INF
                902 2573/2

            	
              Multi
                Layered HCS

            	
              ***

            	
              per
                TRU

            
	
              1/INF
                902 2854/2

            	
              RBS2000
                Synchronisation

            	
              ***

            	
              per
                TRU

            
	
              1/INF
                902 2910/4

            	
              Dynamic
                BTS Power control

            	
              ***

            	
              per
                TRU

            
	
              1/INF
                902 2083/2

            	
              Inteference
                Rejection Combining (IRC)

            	
              ***

            	
              per
                TRU

            
	
              1/INF
                902 1055/3

            	
              Adaptive
                Multi Rate (AMR)

            	
              ***

            	
              per
                TRU

            
	
              1/INF
                902 2583/3

            	
              Speech
                Quality Supervision

            	
              ***

            	
              per
                TRU

            


    

    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          20

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    3. GSM
      MSC Software

    


    
      	
              Ericsson
                Part #

            	
              Description

            	
              Net
                Price 

            	
              Parameter

            
	
              Basic
                Software

            	 	
               

            	
               

            
	
              FAP
                131 138

            	
              MSC
                Basic R12 SW-
                Comprised of the following software features:

            	
              ***

            	
              per
                SCC

            
	
              FAJ
                122 01/2

            	
              Basic
                Traffic Control in MSC/VLR

            	 	 
	
              FAJ
                122 04/1

            	
              Roaming
                in MSC/VLR

            	 	 
	
              FAJ
                122 06/1

            	
              Call
                Routing

            	 	 
	
              FAJ
                122 07/1

            	
              IMSI
                Attach/Detach

            	 	 
	
              FAJ
                122 08/2

            	
              Basic
                Mobile Switching Services

            	 	 
	
              FAJ
                122 09/1

            	
              DTMF
                Signalling

            	 	 
	
              FAJ
                122 17/6

            	
              Handover
                in MSC/VLR

            	 	 
	
              FAJ
                122 18/4

            	
              Basic
                Security Features in MSC/VLR

            	 	 
	
              FAJ
                122 24/3

            	
              Administration
                of Data in MSC/VLR

            	 	 
	
              FAJ
                122 31/1

            	
              MS
                Purging in MSC/VLR

            	 	 
	
              FAJ
                122 33/4

            	
              Performance
                Management in MSC/VLR

            	 	 
	
              FAJ
                122 35/3

            	
              Handling
                of Reset in MSC/VLR

            	 	 
	
              FAJ
                122 36/3

            	
              Tracing

            	 	 
	
              FAJ
                122 42/1

            	
              Activity
                Supervision

            	 	
               

            
	
              FAJ
                122 52/6

            	
              Base
                Station System Application Part in MSC/VLR

            	 	 
	
              FAJ
                122 120/2

            	
              ANSI
                ISUP

            	 	 
	
              FAJ
                122 131/1

            	
              Definition
                of Geographical Locations

            	 	 
	
              FAJ
                122 132/1

            	
              Provision
                of Location

            	 	 
	
              FAJ
                122 158/1

            	
              Load
                Management

            	 	 
	
              FAJ
                122 159/2

            	
              Test
                and Fault Management

            	 	 
	
              FAJ
                122 175/1

            	
              Analogue
                Test Telephone

            	 	 
	
              FAJ
                122 188/1

            	
              GSM
                phase 2 signalling for suplementary services

            	 	 
	
              FAJ
                122 222/3

            	
              Support
                of Multiple Speech Coders

            	 	 
	
              FAJ
                122 295/1

            	
              Automatic
                Lifeline Testing

            	 	 
	
              FAJ
                122 296/1

            	
              Automatic
                Backup Handling

            	 	 
	
              FAJ
                122 328/1

            	
              MNC
                Expansion

            	 	 
	
              FAJ
                122 341/1

            	
              Application
                Modularity (AM) in AXE

            	 	 
	
              FAJ
                122 379/1

            	
              ISUP
                Monitor

            	 	 
	
              FAJ
                122 479/1

            	
              7-Digit
                Dialing

            	 	 
	
              FAJ
                122 598/3

            	
              Remote
                Software Change

            	 	 
	
              FAJ
                122 623/1

            	
              Keeping
                of VLR Data

            	 	 
	
              FAJ
                122 662/1

            	
              Duplication
                of Recordable Phrases

            	 	 
	
              FAJ
                122 826/1

            	
              Back-Up
                in Main Store

            	 	 
	
              FAJ
                122 880/1

            	
              TCP/IP
                support in MSC

            	 	 
	
              FAJ
                122 897/1

            	
              AXE
                Hardware Inventory

            	 	 
	
              FAJ
                122 919/1

            	
              Common
                Channel Signalling System No. 7, ITU Type 

            	 	 
	
              FAJ
                122 920/1

            	
              Common
                Channel Signalling System No. 7, ANSI Type 

            	 	 
	
              FAJ
                122 922/4

            	
              Mobile
                Application Part (MAP)

            	 	 
	
              FAJ
                122 926/5

            	
              AXE
                Hardware Supported by MSC/VLR

            	 	 
	
              FAJ
                122 948/1

            	
              Roaming
                between GSM and WCDMA

            	 	 
	
              FAJ
                122 949/2

            	
              Media
                Gateway Selection

            	 	 
	
              FAJ
                122 953/1

            	
              Datacom
                Base

            	 	 
	
              FAJ
                122 957/2

            	
              Basic
                Charging

            	 	 
	
              FAJ
                122 1017/1

            	
              Message
                at Call Set-up

            	 	 
	
              FAJ
                122 1030/1

            	
              Support
                for Automatic Correction Deployment

            	 	 
	
              FAJ
                122 1071/1

            	
              Equal
                Access in MSC

            	 	 
	
              FAJ
                122 1073/1

            	
              Feature
                Group B and D

            	 	 
	
              FAJ
                122 1076/1

            	
              Transmission
                Maintenance of T1

            	 	 
	
              FAJ
                122 1086/1

            	
              SS7
                Performance Management

            	 	 
	
              FAJ
                122 1087/1

            	
              R1
                Signaling

            	 	 
	
              FAJ
                122 1132/2 

            	
              Release
                of sequential events (Forlopp)

            	 	 
	
              FAJ
                122 1150/1

            	
              Propagation
                Delay Determinatio nProcedure in MTS

            	 	 
	
              FAJ
                122 1151/3

            	
              ETSI-ISUP
                (ISUP 4.6)

            	 	 
	
              FAP
                131 137

            	
              MSC
                Extended Basic R10 SW Package

            	
               

            	 
	
              FAJ
                122 03/1

            	
              Transmission
                Performance Supervision of T1 Trunks 

            	 	 
	
              FAJ
                122 11/3

            	
              Call
                Forwarding Services in MSC/VLR

            	 	 
	
              FAJ
                122 13/2

            	
              Call
                Barring Services in MSC/VLR

            	 	 
	
              FAJ
                122 20/1

            	
              Accounting

            	 	 
	
              FAJ
                122 55/1

            	
              Announcement
                on ringtone time out

            	 	 
	
              FAJ
                122 68/2

            	
              Fax
                Service

            	 	 
	
              FAJ
                122 69/2

            	
              Call
                Waiting and Call Hold

            	 	 
	
              FAJ
                122 90/1

            	
              Multi
                Party Service

            	 	 
	
              FAJ
                122 91/2

            	
              Calling
                Line Identification Services

            	 	 
	
              FAJ
                122 93/3

            	
              Operator
                Determined Barring in MSC/VLR

            	 	 
	
              FAJ
                122 97/1

            	
              Announcement
                at Disconnection (Post Answer)

            	 	 
	
              FAJ
                122 99/1

            	
              Routing
                of Call from a Grey listed IMEI

            	 	 
	
              FAJ
                122 108/1

            	
              FTAM

            	 	 
	
              FAJ
                122 141/1

            	
              SS7
                Supervision

            	 	 
	 	 	 


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          21

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    


    
      	 	 	 
	
              Ericsson
                Part #

            	
              Description

            	
              Net
                Price 

            	
              Parameter

            
	
              MSC
                Premium Software - Software CAP Features

            	 	 
	 	
              MSC
                Premium Software Package -
                Comprised of the following software features:

            	
              ***

            	
              per
                SCC

            
	
              FAJ
                122 15/4

            	
              Advice
                of Charge in MSC/VLR

            	 	 
	
              FAJ
                122 63/1

            	
              National
                Roaming

            	 	 
	
              FAJ
                122 66/5

            	
              Short
                Message Services 

            	 	 
	
              FAJ
                122 73

            	
              Single
                Personal Number in MSC/VLR

            	 	 
	
              FAJ
                122 85/1

            	
              MAP
                based interface MSC/VLR-EIR

            	 	 
	
              FAJ
                122 86/2

            	
              MAP
                based interface MSC/VLR-SMS-C

            	 	 
	
              FAJ
                122 95/2

            	
              Dual
                Numbering in MSC/VLR

            	 	 
	
              FAJ
                122 129

            	
              Geographical
                Differentiated Charging

            	 	 
	
              FAJ
                122 130/1

            	
              Handling
                of Half Rate

            	 	 
	
              FAJ
                122 138/1

            	
              Local
                Subscription

            	 	 
	
              FAJ
                122 139/1

            	
              Regional
                Subscription

            	 	 
	
              FAJ
                122 177

            	
              Unstructured
                SS Data in MSC/VLR

            	 	 
	
              FAJ
                122 207

            	
              Support
                of Multiple Frequency Bands in MSC/VLR

            	 	 
	
              FAJ
                122 329/1

            	
              Support
                for Subscription Type Dependent Analysis

            	 	 
	
              FAJ
                122 339

            	
              HLR
                Initiated Call Tear Down

            	 	 
	
              FAJ
                122 354/1

            	
              Linking
                of Call Data Records in MSC and SSF

            	 	 
	
              FAJ
                122 448/1

            	
              Linking
                of Call Data Records Inter - MSC

            	 	 
	
              FAJ
                122 460/1

            	
              Account
                Codes in MSC/VLR

            	 	 
	
              FAJ
                122 468

            	
              Local
                Number Portability

            	 	 
	
              FAJ
                122 469

            	
              Mobility
                Related Triggers in MSC/VLR

            	 	 
	
              FAJ
                122 493

            	
              Call
                in Progress Tone

            	 	 
	
              FAJ
                122 500/1

            	
              Geographic
                Co-ordinates in MSC/VLR

            	 	 
	
              FAJ
                122 514/1

            	
              ANSI-/ITU
                SCCP Overhead Converter

            	 	 
	
              FAJ
                122 525/2

            	
              FCC
                E911 Service

            	 	 
	
              FAJ
                122 535/2

            	
              Event
                Triggered Call Data Record

            	 	 
	
              FAJ
                122 568/4

            	
              Legal
                Intercept in MSC/VLR

            	 	 
	
              FAJ
                122 587/1

            	
              IAS
                Central Access Server

            	 	 
	
              FAJ
                122 611

            	
              Support
                of GPRS Mobiles in Operation Mode Aor B

            	 	 
	
              FAJ
                122 619/1

            	
              eMLPP

            	 	 
	
              FAJ
                122 624/2

            	
              Support
                of Mobile Traffic Recording

            	 	 
	
              FAJ
                122 861/1

            	
              Enhanced
                Emergency Call Routing

            	 	 
	
              FAJ
                122 883

            	
              Flexible
                Varable Phase handling for Announcement Services

            	 	 
	
              FAJ
                122 898/1

            	
              Mobile
                Cross-Talk Control for Echo Cancellers

            	 	 
	
              FAJ
                122 899/2

            	
              Radio
                Network Call Release Reason in CDR

            	 	 
	
              FAJ
                122 927/1

            	
              Gateway
                Message Screening

            	 	 
	
              FAJ
                122 935/1

            	
              Internet
                IWF

            	 	 
	
              FAJ
                122 954

            	
              High
                Speed datacom Service

            	 	 
	
              FAJ
                122 984

            	
              Hot
                Billing

            	 	 
	
              FAJ
                122 1009/1

            	
              SMS
                Contents Based Charging

            	 	 
	
              FAJ
                122 1011/2

            	
              Positioning

            	 	 
	
              FAJ
                122 1016

            	
              Support
                of Equivalent PLMN

            	 	 
	
              FAJ
                122 1021

            	
              Support
                for Text Telephony (TTY) 

            	 	 
	
              FAJ
                122 1117

            	
              Mobile
                Subscriber Priority Level for Channel Allocation

            	 	 
	
              FAJ
                122 1131/1

            	
              Enhanced
                IMEI check

            	 	 
	
              FAJ
                122 1155/4

            	
              Circuit
                Pool Handling

            	 	 
	
              FAJ
                122 1157

            	
              Indication
                of Mobile Tariff Area to Mobile Subscriber

            	 	 
	
              FAJ
                122 1159/1

            	
              Supervision
                and disconnection of long duration cal

            	 	 
	
              FAJ
                121 301/1

            	
              CAMEL
                Phase 3 Support (Added 2006)

            	 	 
	
              FAJ
                121 331/1

            	
              Optimal
                Routing at Late Call Forwarding (Added 2006)

            	 	 
	
              FAJ
                121 396/1

            	
              Wireless
                Priority Service - Initial Operating Capability (Added
                2006)

            	 	 
	
              FAJ
                122 499/1

            	
              Extended
                CAMEL Support (Added 2006)

            	 	 
	
              FAJ
                122 618/2

            	
              CAMEL
                Phase 2 Support (Added 2006)

            	 	 


    

    


    
      	 	 	 	 
	
              Ericsson
                Part #

            	
              Description

            	
              Net
                Price 

            	
              Parameter

            
	
              MSC
                Premium Optional Software Features (may
                be licensed to Customer individually at the applicable net price
                set forth
                below)

            	
               

            	
               

            
	
              FAJ
                121 58/1

            	
              Charging
                Audit Function

            	
              ***

            	
              per
                SCC

            
	
              FAJ
                121 294/1

            	
              Signalling
                over IP in MSC/VLR and MSC/MGw

            	
              ***

            	
              per
                SCC

            
	
              FAJ
                121 299/1

            	
              Network
                Identity and Time Zone (NITZ)

            	
              ***

            	
              per
                SCC

            
	
              FAJ
                121 330/1

            	
              Explicit
                Call Transfer (ECT)

            	
              ***

            	
              per
                SCC

            
	
              FAJ
                121 332/1

            	
              Global
                Equal Access

            	
              ***

            	
              per
                SCC

            
	
              FAJ
                122 085 

            	
              Multi-band
                feature per contract

            	
              ***

            	
              per
                SCC

            
	
              FAP
                131 104

            	
              Basic
                SSF package 

            	
              ***

            	
              per
                MSC

            


    

    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          22

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    4. SGSN
      Software

    


    
      	
              Ericsson
                Part #

            	
              Description

            	
              NET
                Price 

            	
              Parameter

            
	
              New
                Nodes

            	
               

            	
               

            	
               

            
	
              FAL
                103 1608/21

            	
              SGSN
                R6 (G) 5kPDP Capacity Upgrade SW License

            	
              ***

            	
              5
                kPDP 

            
	
              FAL
                103 1608/24

            	
              SGSN
                R6 Fixed SW Upgrade License Fee

            	
              ***

            	
              Node
                

            
	
              FAL
                103 1621/1

            	
              CPI
                for SGSN R6 on Extranet

            	
              ***

            	
              Unit
                

            
	
              FAJ
                121 248/1

            	
              EDGE
                support

            	
              ***

            	
              5
                kPDP 

            
	
              FAJ
                121 249/2

            	
              Multiple
                PLMN support

            	
              ***

            	
              5
                kPDP 

            
	
              FAJ
                121 250/1

            	
              Combined
                Procedures, Gs interface

            	
              ***

            	
              5
                kPDP 

            
	
              FAJ
                121 251/1

            	
              Compression
                on the Gb interface

            	
              ***

            	
              5
                kPDP 

            
	
              FAJ
                121 338/2

            	
              Roaming
                Restrictions

            	
              ***

            	
              5
                kPDP 

            
	
              FAJ
                121 342/1

            	
              IPv6
                support in GSN

            	
              ***

            	
              5
                kPDP 

            
	
              FAJ
                121 344/2

            	
              Secondary
                PDP context

            	
              ***

            	
              5
                kPDP 

            
	
              FAJ
                121 37/3

            	
              Real-time
                charging control using CAMEL

            	
              ***

            	
              5
                kPDP 

            
	
              FAJ
                121 456/2

            	
              Selective
                Equivalent PLMN (Optional)

            	
              ***

            	
              5
                kPDP 

            
	
              FAJ
                121 545/2

            	
              Near
                real-time provision of CDRs

            	
              ***

            	
              5
                kPDP 

            
	
              FAJ
                121 565/1

            	
              Dual
                Transfer Mode

            	
              ***

            	
              5
                kPDP 

            
	
              FAJ
                121 790/1

            	
              Packet
                Flow Control per PFC

            	
              ***

            	
              PFC
                

            
	
              FAJ
                121 792/1

            	
              QoS
                based on IMSI series

            	
              ***

            	
              Piece
                

            
	
              FAJ
                121 793/1

            	
              Access
                Aware Core Edge Support

            	
              ***

            	
              Piece
                

            
	
              FAJ
                122 742/4

            	
              IPSec
                for secure network traffic

            	
              ***

            	
              5
                kPDP 

            
	
              FAJ
                122 743/5

            	
              Lawful
                intercept

            	
              ***

            	
              5
                kPDP 

            
	
              25/FAJ
                121 345/1

            	
              25kSAU
                Detach of inactive Subscribers

            	
              ***

            	
              25K
                SAU 

            
	
              25/FAJ
                121 350/1

            	
              25kSAU
                Authentication of Stationary Subscribers

            	
              ***

            	
              25K
                SAU 

            
	
              25/FAJ
                121 498/1

            	
              25kSAU
                Gb over IP

            	
              ***

            	
              25K
                SAU 

            
	
              25/FAJ
                121 645/1

            	
              25kSAU
                Prioritize Payload Users

            	
              ***
                

            	
              25K
                SAU 

            
	
              25/FAJ
                121 726/1

            	
              25kSAU
                2G-3G Roaming Restriction

            	
              ***

            	
              25K
                SAU 

            
	
              25/FAJ
                121 788/1

            	
              25kSAU
                SGSN Pool for GSM

            	
              ***

            	
              25K
                SAU 

            
	
              25/FAJ
                121 789/1

            	
              25kSAU
                Dual Access

            	
              ***

            	
              25K
                SAU 

            
	
              25/FAJ
                121 794/1

            	
              25kSAU
                IMEI Check Gf Interface

            	
              ***

            	
              25K
                SAU 

            


    

    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          23

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    5. GSM
      BSC Hardware

    


    
      	
              Ericsson
                Part #

            	
              Description

            	
              NET
                Price

            	
              Parameter

            
	
              New
                Nodes

            	
               

            	
               

            	
               

            
	
              FAM
                105 412/6

            	
              BSC/TRC
                450 with APG40C 

            	
              ***

            	
              per
                Node

            
	
              FAM
                105 412/1

            	
              Remote
                BSC 450C, R10 

            	
              ***

            	
              per
                Node

            
	
              Expansions

            	
               

            	
               

            	
               

            
	 	
              Expansion
                from BSC/TRC 450 to 700 

            	
              ***

            	
              per
                Node

            
	
              Other
                Hardware

            	
               

            	
               

            	
               

            
	
              FAH
                107 345/1

            	
              BSC
                R10 , 768 TRA Channels ( 4 TRA R6 )

            	
              ***

            	
              per
                unit

            
	
              FAH
                107 344/1

            	
              BSC
                R10 , 84 T1 (ET155, 1+ 1red., ANSI )

            	
              ***

            	
              per
                unit

            
	
              FAH
                107 243/10

            	
              ET4-1,
                2 system

            	
              ***

            	
              per
                unit

            
	
              1/BFZ102111/118

            	
              MAGAZINE
                SET/GEM (4E)

            	
              ***

            	
              per
                unit

            
	
              1/BFZ102111/2

            	
              DELIVERY
                SET/RPG3 (8) EXPANSION SUBRACK

            	
              ***

            	
              per
                unit

            
	
              BAY111501/4

            	
              INSTALLATION
                KIT/BACK COVER,DOOR SINGLE

            	
              ***

            	
              per
                unit

            
	
              BFZ102101/82

            	
              SWITCHING
                EQPT/1X8RPG3 CABINET (AXE810)

            	
              ***

            	
              per
                unit

            
	
              BGB95131/30

            	
              FUSE
                UNIT/30A(NFS812)/30MOHM

            	
              ***

            	
              per
                unit

            
	
              NTM/BFZ102102/9

            	
              CABLE
                SET/BSC GEM 03 (IN THE GEM CABINET

            	
              ***

            	
              per
                unit

            
	
              NTM1970348/1

            	
              SET
                OF MATERIALS/BSC 1120, ISL CABLE MAI

            	
              ***

            	
              per
                unit

            
	
              NTM1970351/1

            	
              SET
                OF MATERIALS/CABLE KIT EXP T1/E1 NON

            	
              ***

            	
              per
                unit

            
	
              NTM1970388/1

            	
              SET
                OF MATERIALS/BSC 1120 SITE INSTALLAT

            	
              ***

            	
              per
                unit

            
	
              NTM1970395/1

            	
              SET
                OF MATERIALS/BSC 1120 T1 SURGE PROTE

            	
              ***

            	
              per
                unit

            
	
              NTM1970479/1

            	
              SET
                OF MATERIALS/BSC 1120-EXP CABINET

            	
              ***

            	
              per
                unit

            
	
              NTM1970559/32

            	
              SET
                OF MATERIALS/C-RAN P3.2 CPI CD-ROM

            	
              ***

            	
              per
                unit

            
	
              NTM1970650/2

            	
              SET
                OF MATERIALS/BSC 1120 OVRHD CABLE TR

            	
              ***

            	
              per
                unit

            
	
              ROY101118/1

            	
              PRINTED
                BOARD SET/EXPANSION KIT: CSPB BO

            	
              ***

            	
              per
                unit

            
	
              ROY101119/1

            	
              PRINTED
                BOARD SET/EXPANSION KIT: RPG3 BO

            	
              ***

            	
              per
                unit

            
	
              ROY101120/1

            	
              PRINTED
                BOARD SET/EXPANSION KIT: ET155-1

            	
              ***

            	
              per
                unit

            


    

    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          24

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    6. GSM
      MSC Hardware

    


    
      	
              Ericsson
                Part #

            	
              Description

            	
              NET
                Price 

            	
              Parameter

            
	
              New
                Nodes

            	
               

            	
               

            	
               

            
	
              FAM
                105 394/1

            	
              Model
                1, 336 ETC w/ APG40 (GTP Ver. 4.1 336:3072 R10)

            	
              ***

            	
              per
                Node

            
	
              FAM
                105 416/1

            	
              Mini
                GTP Ver.2.0, 84:512 R10 

            	
              ***

            	
              per
                Node

            
	
              FAM
                105 416/2

            	
              Mini
                GTP Ver.2.0, 168 R10

            	
              ***

            	
              per
                Node

            
	 	 	
              ***

            	 
	
              Model
                1 $ per 84 T1s

            	
              Commercial
                Solution for Model 1

            	
              ***

            	 
	
              Expansions

            	
               

            	
               

            	
               

            
	
              TBD

            	
              Expansion
                from 336 to 504 T1

            	
              ***

            	
              per
                Node

            
	
              FAM
                105 416/3

            	
              Expansion
                from 84 to 168 T1

            	
              ***

            	
              per
                Node

            
	
              Additional
                Hardware needed for Multiplexing T1's to OC3

            	
               

            	 
	
              FAH
                107 243/10

            	
              ET4-1,
                2 systems T1 protected 

            	
              ***

            	
              per
                unit

            
	
              Other
                Hardware

            	
               

            	
               

            	
               

            
	
              FAH
                107 243/11

            	
              ET4-1,
                4 system

            	
              ***

            	
              per
                unit

            
	
              FAH
                107 243/*

            	
              Upgrade
                ET4-1, 4 to 6 system

            	
              ***

            	
              per
                unit

            
	
              FAH
                107 207/1

            	
              SS7
                interface card 

            	
              ***

            	
              per
                64 SS7 

            
	
              FAH
                107 190/2

            	
              512
                ECP Channels 

            	
              ***

            	
              per
                unit

            
	
              1/BFZ102111/21

            	
              DELIVERY
                SET/GEM 8C, 2 EXPANSION SUBRACK

            	
              ***

            	
              per
                unit 

            
	
              17/BYB501/1

            	
              EQ
                MOUNT SET FOR SINGLE CAB (400MM) C FL

            	
              ***

            	
              per
                unit 

            
	
              BAY111501/4

            	
              BACK
                COVER - DOOR - Single Cabinet

            	
              ***

            	
              per
                unit 

            
	
              BFZ102102/216

            	
              Switching
                Equipment 2GEM4D+4E+8C

            	
              ***

            	
              per
                unit 

            
	
              NTM/BFZ102102/1

            	
              DELIVERY
                SET/HIGHWAY CABLE SET (STANDARD

            	
              ***

            	
              per
                unit 

            
	
              ROY101118/1

            	
              PRINTED
                BOARD SET/EXPANSION KIT: CSPB BO

            	
              ***

            	
              per
                unit 

            
	
              ROY101120/1

            	
              PRINTED
                BOARD SET/EXPANSION KIT: ET155-1

            	
              ***

            	
              per
                unit 

            
	
              TFL281324

            	
              Halogenfree,
                2x6, 600v, 90c, ul

            	
              ***

            	
              per
                unit 

            


    

    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          25

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    7. GSM
      BTS Hardware

    


    
      	
              Ericsson
                Part #

            	
              Description

            	
              NET
                Price 

            
	
              GSM
                1900 RBS 2206 (Indoor)

            	
               

            	
               

            
	
              FAB
                620 869

            	
              RBS
                2206, GSM 1900, CDU-G, Max Range, Up to 1+1+2, excl dTRU

            	
              ***

            
	
              KRC
                131 1004/2

            	
              dTRU
                1900 MHz EDGE 1,1,2 

            	
              ***

            
	
              NTM
                202 1050/01

            	
              TMA
                support 3 sector, TMA-CM & 3 Bias-T injector kit

            	
              ***

            
	
              KRY
                112 71/2

            	
              ddTMA
                1900 FB with LNA by-pass 

            	
              ***

            
	
              GSM
                1900 RBS 2106 (Outdoor)

            	
               

            	
               

            
	
              FAB
                620 877

            	
              RBS
                2106, GSM 1900, CDU-G, Max Range, Up to 1+1+2, excl dTRU

            	
              ***

            
	
              KRC
                131 1004/2

            	
              dTRU
                1900 MHz EDGE 1,1,2 

            	
              ***

            
	
              NTM
                202 1050/01

            	
              TMA
                support 3 sector, TMA-CM & 3 Bias-T injector kit

            	
              ***

            
	
              KRY
                112 71/2

            	
              ddTMA
                1900 FB with LNA by-pass 

            	
              ***

            
	
              NCD
                300 16/01

            	
              Alarm
                Panel RBS 2106 (16 Alarm)

            	
              ***

            
	
              NCD
                300 12/01

            	
              OVP-PCM
                module kit

            	
              ***

            
	
              RPM
                513 1839/01600

            	
              RBS
                2106 120 ohm connection cable

            	
              ***

            
	
              702/BYB
                41 501/08

            	
              Base
                Frame

            	
              ***

            
	
              NTM
                101 804/1

            	
              Grounding
                kit

            	
              ***

            
	
              BKC
                901 06/010

            	
              Battery
                Kit (100 Ah) Low Height

            	
              ***

            
	
              SXK
                107 2465/1

            	
              Lock
                handle

            	
              ***

            
	
              SMB
                102 10/1

            	
              Lock/Key
                (cabinet)

            	
              ***

            
	
              RPM
                628 180/3

            	
              USA
                Power Outlet type 

            	
              ***

            
	
              GSM
                1900 RBS 2308 (Micro) - Pole Mounted 

            	
               

            
	
              FAB
                620 7004/01

            	
              RBS
                2308, 4 TRX for external antenna

            	
              ***

            
	
              NTM
                192 08/2

            	
              Pole/Mast
                Fixture (RBS and PBC)

            	
              ***

            
	
              RPM
                518 976/1

            	
              Extended
                OMT cable, 50 m

            	
              ***

            
	
              RPM
                518 974/2

            	
              Transmission
                cable TNC(f) 75 W

            	
              ***

            
	
              Other
                Hardware

            	
               

            	 
	
              11/SNGU6011040/410

            	
              CABLE
                LUG/CABLE LUG,4/0 AWG,1 HOLE 3/8",

            	
              ***

            
	
              12/BKC8700200/89EF

            	
              BBS
                Battery 4x6V, 200Ah

            	
              ***

            
	
              21/SNGU6011040/424

            	
              CABLE
                LUG/CABLE LUG,4/0 AWG,2 HOLE 3/8",

            	
              ***

            
	
              24/BKC8610013/004

            	
              BATTERY/

            	
              ***

            
	
              701/BYB41501

            	
              INTERFACE
                UNIT/INSTALLATION INTERFACE

            	
              ***

            
	
              702/BYB
                41 501/08

            	
              Base
                Frame

            	
              ***

            
	
              BFL
                119 153/1

            	
              Auto-tune
                combiner 

            	
              ***

            
	
              BFL119155/1

            	
              COMBINER
                UNIT/CDU-G 800 MHZ

            	
              ***

            
	
              BKC
                901 06/009

            	
              Battery
                kit 100A RBS2106

            	
              ***

            
	
              BKV301483/1

            	
              FAN
                UNIT/FAN UNIT-01

            	
              ***

            
	
              BKY90113/2

            	
              ACCESSORIES/ACCESSORY
                KIT FOR 200AH

            	
              ***

            
	
              BMK508006/1

            	
              BATTERY
                RACK/BBS2000,1XBFU21

            	
              ***

            
	
              BMK90541/2

            	
              CABINET/PBC-MU2

            	
              ***

            
	
              BMK90542/2

            	
              BATTERY
                CABINET/PBC-BU2

            	
              ***

            
	
              BML
                231 202/1

            	
              Power
                Supply Unit (PSU)

            	
              ***

            
	
              BMY
                201 237/9

            	
              RBS2000
                Battery connection cable kit

            	
              ***

            
	
              BMY201237/12

            	
              MOUNTING
                SET/SEISMIC. SHOCK PROT.

            	
              ***

            
	
              BMY201237/12

            	
              Seismic
                shock protection kit BBU2206

            	
              ***

            
	
              BMY201237/9

            	
              MOUNTING
                SET/CABLE 95KVMM/20M

            	
              ***

            
	
              BOE60214/1

            	
              FUNCTIONAL
                UNIT/GSM DXU-21

            	
              ***

            
	
              BOE60215/2

            	
              FUNCTIONAL
                UNIT/IXU-21

            	
              ***

            
	
              BOE60216/1

            	
              FUNCTIONAL
                UNIT/TIM E1/T1-01

            	
              ***

            
	
              FAB
                102 863/4

            	
              Diplexers
                

            	
              ***

            
	
              FAB
                620 382

            	
              RC
                2206(3X2)CDUGu 1900 cabinet, excl dTRU

            	
              ***

            
	
              FAB
                620 383

            	
              RC
                2206(1X4)CDUGc,GSM 1900 cabinet, excl dTRU

            	
              ***

            
	
              FAB
                620 388

            	
              RC
                2206(3X4)CDUGc,GSM 1900 cabinet, excl dTRU

            	
              ***

            
	
              FAB
                620 470

            	
              CDU-G,
                un-combined TX/RX cable kit, Bias-Injector kit

            	
              ***

            
	
              FAB
                620 475

            	
              Combined
                TX/RX cable kit 

            	
              ***

            
	 	 	 
	
              FAB
                620 7001/090

            	
              RBS
                2401 cabinet

            	
              ***

            
	
              FAB
                620 7004/01

            	
              RBS
                2308, 4 TRX for external antenna

            	
              ***

            
	
              FAB
                620 842

            	
              RC
                2106(3X2)CDUGu 1900 cabinet, excl dTRU

            	
              ***

            
	
              FAB
                620 843

            	
              RC
                2106(1X4)CDUGc,GSM 1900 cabinet, excl dTRU

            	
              ***

            
	
              FAB
                620 848

            	
              RC
                2106(3X4)CDUGc,GSM 1900 cabinet, excl dTRU

            	
              ***

            
	
              FAB
                620 869

            	
              RC
                2206,CDUGu,1+1+2, 1900 cabinet, excl dTRU

            	
              ***

            
	
              FAB
                620 877

            	
              RC
                2106,CDUGu,1+1+2,1900 cabinet, excl dTRU

            	
              ***

            
	
              FAB6201187/002

            	
              EQUIP.
                RADIO CABINET/GU 2X2 8 T1 2106I

            	
              ***

            
	
              FAB6201191/001

            	
              EQUIP.
                RADIO CABINET/GU 3X2 19 T1 2106I

            	
              ***

            
	
              FAB6201191/002

            	
              2106
                800Gu/3x2

            	
              ***

            
	
              FAB6201193/002

            	
              EQUIP.
                RADIO CABINET/GC 1X12 8 T1 2106I

            	
              ***

            
	
              FAB620381/001

            	
              2206
                1900Gu/2x2/+24VDC, uncombined

            	
              ***

            
	
              FAB620382/002

            	
              2206
                1900Gu/3x2/+24VDC, uncombined

            	
              ***

            
	
              FAB620385/001

            	
              2206
                1900Gc/1x12/+24V, combined

            	
              ***

            
	
              FAB620389/001

            	
              2206
                800Gu/1x2/+24V, uncombined

            	
              ***

            
	
              FAB620391/002

            	
              2206
                800Gu/3x2/230-120V, uncombined

            	
              ***

            
	
              FAB620394/001

            	
              2206
                800Gc/1x12/+24V, combined

            	
              ***

            
	
              FAB620394/002

            	
              2206
                800Gc/1x12/230-120V, combined

            	
              ***

            
	
              FAB620471/1

            	
              COMBINER
                UNIT/EXP.CDU-G UNCOMB.NO TMA 8

            	
              ***

            
	
              FAB620474/1

            	
              COMBINER
                UNIT/EXP.CDU-G COMBIN.NO TMA 8

            	
              ***

            
	
              FAB620566/03

            	
              EDGE
                dTRU 1900 MHz 2x2 (qty 2 dTRUs)

            	
              ***

            
	
              FAB620567/09

            	
              EDGE
                dTRU 1900 MHz 3x2 (qty 3 dTRUs)

            	
              ***

            
	
              FAB620570/01

            	
              EDGE
                dTRU 1900 MHz 1x12 (qty 6 dTRUs)

            	
              ***

            
	
              FAB620572/01

            	
              EDGE
                dTRU 800 MHz 1x2 (qty 1 dTRUs)

            	
              ***

            
	
              FAB620573/03

            	
              TRANSCEIVER/(1,1)

            	
              ***

            
	
              FAB620574/01

            	
              TRANSCEIVER/(3)

            	
              ***

            
	
              FAB620574/09

            	
              EDGE
                dTRU 800 MHz 3x2 (qty 3 dTRU)

            	
              ***

            
	
              FAB620577/01

            	
              EDGE
                dTRU 800 MHz 1x12 (qty 6 dTRU)

            	
              ***

            
	
              FAB6207020/02

            	
              RBS2109-1900
                Mast ext ant TMA-sup ready

            	
              ***

            
	
              FAB6207021/02

            	
              RBS2109-1900
                Exten ext ant TMA-sup ready

            	
              ***

            
	
              FAB6207022/01

            	
              RADIO
                STATION/RBS2109 GSM 800 MASTER

            	
              ***

            
	
              KRC
                131 1004/2

            	
              Individual
                1900 MHz dTRU 

            	
              ***

            
	
              KRC1311005/2

            	
              TRANSCEIVER/DTRU
                800 MHZ EDGE

            	
              ***

            
	
              KRC161028/1

            	
              TRANSCEIVER/RRU-H8

            	
              ***

            
	
              KRF20189/2

            	
              EHCU
                824-960 MHz

            	
              ***

            
	
              KRY
                101 1856/1

            	
              RX
                multicoupler 

            	
              ***

            
	
              KRY
                112 71/1

            	
              TMA
                GSM 1900 - Without Bypass Functionaliy

            	
              ***

            
	
              KRY
                112 71/2

            	
              TMA
                GSM 1900 - With Bypass Functionaliy

            	
              ***

            
	
              KRY
                112 81/1

            	
              TMA
                GSM 800 - Without Bypass Functionaliy

            	
              ***

            
	
              KRY
                112 81/2

            	
              TMA
                GSM 800 - With Bypass Functionaliy

            	
              ***

            
	
              KRY11254/1

            	
              ANTENNA
                ACCESSORIES/ASU

            	
              ***

            
	
              KRY11271/2

            	
              AMPLIFIER/DDTMA
                FB FOR GSM 1900 BYPASS

            	
              ***

            
	
              KRY11281/2

            	
              ddTMA
                GSM800 with By-Pass

            	
              ***

            
	
              NBA101025/21

            	
              Distribution
                Frame Unit 7m (DF/OVP/PCM)

            	
              ***

            
	
              NCD
                300 12/02

            	
              OVP-PCM
                Module kit (75 Ohm)

            	
              ***

            
	
              NCD
                300 16/01

            	
              Alarm
                Panel

            	
              ***

            
	
              NCD90126/11

            	
              OVERVOLTAGE
                ARRESTER/OVP-PCM-MODULE KIT

            	
              ***

            
	
              NCD90126/13

            	
              OVERVOLTAGE
                ARRESTER/OVP-ALM1, EXTERNAL

            	
              ***

            
	
              NTM
                101 804/2 

            	
              Grounding
                Kit GBF 

            	
              ***

            
	
              NTM
                101 902/1

            	
              Intrusion
                protection screws and bits tool

            	
              ***

            
	
              NTM
                201 207/1

            	
              Label
                Set for GSM feeders

            	
              ***

            
	
              NTM
                201 2977/2

            	
              Anchor
                Kit GBF 

            	
              ***

            
	
              NTM
                201 3093/1

            	
              TG-Synch
                Support Internal

            	
              ***

            
	
              NTM
                202 1047/01

            	
              ASU-support
                kit, ASU & ASU cabinet internal cable-kit

            	
              ***

            
	
              NTM
                202 1048/01

            	
              TMA
                Support 1 Sector (2 Antennas)

            	
              ***

            
	
              NTM
                202 1049/01

            	
              TMA
                Support 2 Sectors (4 Antennas)

            	
              ***

            
	
              NTM
                202 1050/01

            	
              TMA
                Support Kit 1 sector

            	
              ***

            
	
              NTM
                202 1051/01

            	
              ASU
                Support kit RBS2106

            	
              ***

            
	
              NTM1010587/1

            	
              MOUNTING
                SET/PBC-02, PBC-BU SINGLE MOUNT

            	
              ***

            
	
              NTM101804/2

            	
              SET
                OF MATERIALS/GROUNDING KIT 35MM2

            	
              ***

            
	
              NTM101902/1

            	
              SET
                OF MATERIALS/INTRUSION PROTECTION SC

            	
              ***

            
	
              NTM19208/3

            	
              MOUNTING
                SET/POLE BRACKET SET

            	
              ***

            
	
              NTM19243/1

            	
              MOUNTING
                SET/MATERIAL SET WALL BRACKET

            	
              ***

            
	
              NTM1970160/1

            	
              SET
                OF MATERIALS/PBA,CAM,128CE,RBS

            	
              ***

            
	
              NTM1970195/1

            	
              SET
                OF MATERIALS/RBS, RX DOWNCONVERTER,

            	
              ***

            
	
              NTM1970534/1

            	
              SET
                OF MATERIALS/RBS, MTX UPCONVERTER, 8

            	
              ***

            
	
              NTM1970720/1

            	
              SET
                OF MATERIALS/RBS, PBA, CAM, 64CE

            	
              ***

            
	
              NTM2011285/1

            	
              Lifting
                eye set

            	
              ***

            
	
              NTM2011285/1

            	
              Lifting
                eye set

            	
              ***

            
	
              NTM201207/1

            	
              Label
                Set for feeders

            	
              ***

            
	
              NTM2012685/01

            	
              Grounding
                kit RBS 220x, BBS

            	
              ***

            
	
              NTM2012977/1

            	
              Concrete
                Anchor Kit RBS2206

            	
              ***

            
	
              NTM2012977/2

            	
              SET
                OF MATERIALS/EXPANDERBOLTS,M12X90MM

            	
              ***

            
	
              NTM2012983/1

            	
              CABLE
                SET/CDU-G COMBINED

            	
              ***

            
	
              NTM2013072/2

            	
              SET
                OF MATERIALS/ESB/CABLE 7,020M RBS 2

            	
              ***

            
	
              NTM2013093/1

            	
              SET
                OF MATERIALS/TG SYNC SUPPORT RBS2106

            	
              ***

            
	
              NTM2013146/1

            	
              PCM
                Label Set RBS2X06

            	
              ***

            
	
              NTM2021047/01

            	
              SET
                OF MATERIALS/ASU-SUPPORT RBS2206

            	
              ***

            
	
              NTM2021048/01

            	
              SET
                OF MATERIALS/(B),BIAS INJECTOR KIT/S

            	
              ***

            
	
              NTM2021049/01

            	
              TMA
                Support Kit 2 sector

            	
              ***

            
	
              NTM2021050/01

            	
              TMA
                Support Kit 3 sector

            	
              ***

            
	
              NTM2021050/01

            	
              TMA
                Support Kit 3 sector

            	
              ***

            
	
              NTM2021050/01

            	
              SET
                OF MATERIALS/(B,B,B),BIAS INJECTOR K

            	
              ***

            
	
              NTM2021050/01

            	
              TMA
                Support Kit 3 sector

            	
              ***

            
	
              NTM2021051/01

            	
              SET
                OF MATERIALS/ASU-SUPPORT RBS2106

            	
              ***

            
	
              NTM20268/29

            	
              SET
                OF MATERIALS/TMA-CM KIT FOR RBS 2109

            	
              ***

            
	
              NTMU20128/1

            	
              KIT/KIT,
                SPLIT B SECTOR DIVERSITY

            	
              ***

            
	
              NTZ111111

            	
              SPARE
                PARTS SET/4 PCS OF OVP BOARDS 

            	
              ***

            
	
              NTZ112515/2

            	
              SPARE
                PARTS SET/SUNSHIELD

            	
              ***

            
	
              NTZ112516/1

            	
              SPARE
                PARTS SET/PIB;POWER INTERFACE BOAR

            	
              ***

            
	
              NTZ112517/1

            	
              SPARE
                PARTS SET/IFB;INTERFACE BOARD

            	
              ***

            
	
              RNV9912007/1

            	
              STRAPPING
                PLUG/STRAPPING PLUG, RBS 2107

            	
              ***

            
	
              RPM
                113 7593/15000

            	
              PCM
                RJ45/15Pin connection cable

            	
              ***

            
	
              RPM
                513 1104/12420

            	
              TG-Synch
                External Cable

            	
              ***

            
	
              RPM
                513 1839/01600

            	
              Internal
                PCM Cable 

            	
              ***

            
	
              RPM
                628 180/3

            	
              USA
                Power Outlet type 

            	
              ***

            
	
              RPM1137593/15000

            	
              CONNECTION
                CABLE/CABLE-RBS TO ADC SONEP

            	
              ***

            
	
              RPM1137593/15000

            	
              PCM
                RJ45/15Pin Conn Cable

            	
              ***

            
	
              RPM119342/4

            	
              CABLE
                WITH CONNECTOR/RBS JUMPER N(M)-7/1

            	
              ***

            
	
              RPM119395/1

            	
              CABLE
                WITH CONNECTOR/OMT CABLE 20 M RBS

            	
              ***

            
	
              RPM119511/2

            	
              CABLE
                WITH CONNECTOR/Y CABLE MASTER 0,5

            	
              ***

            
	
              RPM119925/1

            	
              CABLE
                WITH CONNECTOR/CABLE EBB TO IXU

            	
              ***

            
	
              RPM119958/5000

            	
              POWER
                CABLE/DC-CABLE 5,0 M

            	
              ***

            
	
              RPM5131104/07020

            	
              CABLE/SIGNAL
                ESB/CAB

            	
              ***

            
	
              RPM5131782/00310

            	
              COAXIAL
                CABLE/COAXIAL CABLE RBS2206

            	
              ***

            
	
              RPM5131893/00210

            	
              COAXIAL
                CABLE/QMA CDU-TRU/RXA RBS2206

            	
              ***

            
	
              RPM5131893/00230

            	
              COAXIAL
                CABLE/QMA CDU-TRU/RXA RBS2206

            	
              ***

            
	
              RPM5131893/00390

            	
              COAXIAL
                CABLE/QMA CDU-TRU/RXA RBS2206

            	
              ***

            
	
              RPM5132186/00200

            	
              CABLE
                WITH CONNECTOR/EXT ALARM/CONN.FIEL

            	
              ***

            
	
              RPM5132190/01600

            	
              CABLE
                WITH CONNECTOR/DXU/CONN.FIELD

            	
              ***

            
	
              RPM5132193/01700

            	
              CABLE
                WITH CONNECTOR/ESB/CONN.FIELD, RBS

            	
              ***

            
	
              RPM513904/02160

            	
              CABLE/SIGNAL
                ESB

            	
              ***

            
	
              RPM628180/3

            	
              CONNECTION
                CABLE/A3CU, US

            	
              ***

            
	
              RPT403805/01

            	
              CONNECTOR/D-SUB
                STRAPPING PLUG 90 OHM

            	
              ***

            
	
              SAR201080/03

            	
              LIFTING
                EYE BOLT/LIFTIG EYE BOLT LT M8 S

            	
              ***

            
	
              SAR201100/03

            	
              Lifting
                eye RBS 2206

            	
              ***

            
	
              SDF10548/1

            	
              COVER/PROTECTION
                COVER FAN UNIT

            	
              ***

            
	
              SEB1121133/3

            	
              FRAME/MBU-01

            	
              ***

            
	
              SMB10210/1

            	
              LOCK/LOCK/KEY,
                CABINET

            	
              ***

            
	
              SXK
                107 2465/1

            	
              Lock
                Handle

            	
              ***

            
	
              TPM1010023/10M

            	
              CABLE/TFL3016003/4
                10M SPO

            	
              ***

            
	
              TSR26323
                / 900 

            	
              Power
                cable BFU21-1MU/2x6

            	
              ***

            
	
              TSR95170/2

            	
              1⁄2"
                jumper(superflex),2m, 7/16(m)- 7/16(m

            	
              ***

            


    

    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          26

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    8. TEMS

    


    
      	
              Ericsson
                Part #

            	
              Description

            	
              NET
                Price 

            
	
              TEMS
                Investigation

            	
               

            
	
              FAB
                801 5873

            	
              TEMS
                investigation 7.1 GSM Base Package

            	
              ***

            
	
              FAB
                801 5872

            	
              TEMS
                investigation 7.1 UMTS Base Package

            	
              ***

            
	
              FAB
                801 5884

            	
              Sony
                Ericsson W600i

            	
              ***

            
	
              FAB
                801 4913

            	
              Nokia
                6230 US

            	
              ***

            
	
              FAB
                801 5886

            	
              Qualcomm
                License Option B

            	
              ***

            
	
              FAB
                801 5889

            	
              Nokia
                License Option A

            	
              ***

            
	
              FAB
                801 5890

            	
              Motorola
                License Option A

            	
              ***

            
	
              FAB
                801 6096

            	
              PCTEL
                License Option

            	
              ***

            
	
              FAB
                801 1238

            	
              Garmin
                GPS 35 PC, GPS Kit

            	
              ***

            
	
              FAB
                801 1253

            	
              USB-to-RS232
                Serial Converter, HUB 4 Ports

            	
              ***

            
	
              FAB
                801 1254

            	
              USB-to-RS232
                Serial Converter, HUB 8 Ports

            	
              ***

            
	
              FAB
                801 5770

            	
              OEM
                USB GPS Kit

            	
              ***

            
	
              KRY
                901 053

            	
              7
                Port USB Hub

            	
              ***

            
	
              KRY
                901 033

            	
              2
                Port USB Hub Cable

            	
              ***

            
	
              TEMS
                DriveTester

            	
               

            
	
              FAB
                801 6199

            	
              TEMS
                DriveTester CDMA 4.x Base Package

            	
              ***

            
	
              KRC
                161 047

            	
              TEMS
                Kyocera SE44 Phone

            	
              ***

            
	
              RPM
                119 0052

            	
              SE44
                Interface Cable

            	
              ***

            
	
              FAB
                801 4991

            	
              TEMS
                DriveTester GSM/GPRS 2.x with T610, Short Stand

            	
              ***

            
	
              FAB
                801 4992

            	
              TEMS
                DriveTester GSM/GPRS 2.x with T616, Short Stand

            	
              ***

            
	
              FAB
                801 4993

            	
              TEMS
                DriveTester GSM/GPRS 2.x with T618, Short Stand

            	
              ***

            
	
              FAB
                801 5005

            	
              TEMS
                DriveTester 2.x T610 Phone Kit

            	
              ***

            
	
              FAB
                801 5006

            	
              TEMS
                DriveTester 2.x T616 Phone Kit

            	
              ***

            
	
              FAB
                801 5007

            	
              TEMS
                DriveTester 2.x T618 Phone Kit

            	
              ***

            
	
              FAB
                801 3239

            	
              TEMS
                DriveTester Annual Support

            	
              ***

            
	
              LZU
                102 684

            	
              TEMS
                DriveTester Training (1 Day, plus expenses)

            	
              ***

            
	
              TEMS
                DeskCAT

            	
               

            	
               

            
	
              FAB
                801 2997

            	
              TEMS
                DeskCAT 5.1 (Single User License)

            	
              ***

            
	
              FAB
                801 2998

            	
              TEMS
                DeskCAT 5.1 (Site License)

            	
              ***

            
	
              FAB
                801 2999

            	
              TEMS
                DeskCAT 5.1 (Corporate License)

            	
              ***

            
	
              LZU
                102 513

            	
              Training,
                TEMS DeskCAT (2 days, plus expenses)

            	
              ***

            


    

    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          27

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    9. CALEA

    


    
      	
              Product
                Number

            	
              Description

            	
              Parameter

            	
              NET
                Price 

            
	
              Hardware

            	
               

            	
               

            	
               

            
	
              SG-2100-02-01-10

            	
              Call
                Data Delivery Function (CDDF) hardware - Hi Availability - 1 per
                15
                MSC

            	
              per
                small system

            	
              ***

            
	
              SG-3101-02-01-10

            	
              Global
                System Admin (GSA) Hardware - UNIX Hi Availability - 1 per
                network

            	
              per
                small system

            	
              ***

            
	
              27-310-0176

            	
              Rack
                Assembly (Includes Router/Hub/cables/IP)

            	
              per
                small system

            	
              ***

            
	
              MFM
                - 1 Per Network (Optional)

            	
               

            	
              ***

            
	
              SG-4000-02-01-10

            	
              Maintenance
                and Fault Monitoring Hardware, Basic

            	
              per
                unit

            	
              ***

            
	
              Spares

            	
               

            	
               

            	
              ***

            
	
              SG-2100-03-01-10

            	
              Spare,
                CDDF, High Availability

            	
              per
                unit

            	
              ***

            
	
              SG-3100-03-01-10

            	
              Spare,
                GSA, High Availability

            	
              per
                unit

            	
              ***

            
	
              Software

            	
               

            	
               

            	
              ***

            
	
              Ericsson
                LI feature

            	
               

            	
               

            	
              ***

            
	
              FAJ122568/4

            	
              GSM
                MSC R9.1 Lawful Intercept feature 

            	
              included
                in SW CAP

            	
              ***

            
	
              CDDF
                - 1 per 15 MSCs

            	
               

            	
               

            
	
              SG-2000-02-01-20

            	
              CDDF
                Software - 200 CDCs (MSC support)

            	
              per
                small system

            	
              ***

            
	
              SG-2000-02-01-60

            	
              CDDF
                Software - (HLR support)

            	
              per
                small system

            	
              ***

            
	
              SG-2000-02-01-23

            	
              CALEA
                Punch List Software Upgrade

            	
              per
                small system

            	
              ***

            
	
              SG-2000-02-01-30

            	
              Toggle
                for Dial Digit Extraction/Location Information in CDDF &
                GSA

            	
              per
                small system

            	
              ***

            
	
              GSA
                - 1 Per Network - GSM only

            	
               

            	
               

            
	
              SG-3000-02-01-21

            	
              GSA
                1 Software No. of Targets/taps 150

            	
              per
                small system

            	
              ***

            
	
              SG-3000-02-01-60

            	
              GSA
                Software for HLR Support

            	
              per
                small system

            	
              ***

            
	
              MFM
                - 1 Per Network (Optional) - GSM only

            	
               

            	
               

            
	
              SG-4000-02-01-20

            	
              MFM
                Software including Single SIS platform

            	
              per
                small system

            	
              ***

            


    

    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          28

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    10. GSM
      Spares

    


    
      	
              Ericsson
                Part #

            	
              Description

            	
              Kit
                Quantity

            	
              NET
                Price

            
	
              MSC-GSM
                SPARES

            	
              AXE810
                MSC Spares Kit

            	
               

            	
              ***

            
	
              NTZ
                111 64/1

            	
              APZ
                212 30/1 Common Kit

            	
              1

            	
              ***

            
	
              NTZ
                111 109/1

            	
              APZ
                212 33 Kit IPN Adapted - Not fitted

            	
              1

            	
              ***

            
	
              NTZ
                111 53/6

            	
              Common
                Kit

            	
              1

            	
              ***

            
	
              NTZ
                111 53/7

            	
              GB
                Kit

            	
              1

            	
              ***

            
	
              NTZ
                111 57/10

            	
              MSC
                Misc.Kit ANSI

            	
              1

            	
              ***

            
	
              BFD
                509 08/3

            	
              Fan
                Unit

            	
              1

            	
              ***

            
	
              BFD
                509 08/4

            	
              Fan
                Unit (GEM)

            	
              1

            	
              ***

            
	
              ROJ
                207 030/2

            	
              RP
                Bus Board Serial

            	
              1

            	
              ***

            
	
              ROJ
                204 16/5

            	
              RPP(DTI2)
                Board

            	
              1

            	
              ***

            
	
              ROJ
                204 43/2

            	
              RPG3
                Board

            	
              1

            	
              ***

            
	
              ROJ
                204 06/1

            	
              DLHB
                Board

            	
              1

            	
              ***

            
	
              ROJ
                204 507/1

            	
              RP4-H
                Board

            	
              1

            	
              ***

            
	
              ROJ
                208 306/1

            	
              ET155
                Board

            	
              1

            	
              ***

            
	
              BSC-GSM
                SPARES

            	
              AXE810
                BSC/TRC Spares Kit

            	
               

            	
              ***

            
	
              NTZ
                111 64/1

            	
              APZ
                212 30/33 Common Kit

            	
              1

            	
              ***

            
	
              NTZ
                111 64/3

            	
              CPG,
                APZ 212 30, 80 MHz

            	
              1

            	
              ***

            
	
              NTZ
                111 53/6

            	
              Common
                Kit

            	
              1

            	
              ***

            
	
              NTZ
                111 53/7

            	
              GB
                Kit

            	
              1

            	
              ***

            
	
              BFD
                509 08/3

            	
              Fan
                Unit

            	
              1

            	
              ***

            
	
              BFD
                509 08/4

            	
              Fan
                Unit (GEM)

            	
              1

            	
              ***

            
	
              ROJ
                207 030/2

            	
              RP
                Bus Board Serial

            	
              1

            	
              ***

            
	
              ROJ
                204 43/2

            	
              RPG3
                Board

            	
              1

            	
              ***

            
	
              ROJ
                204 06/1

            	
              DLHB
                Board

            	
              1

            	
              ***

            
	
              ROJ
                204 507/1

            	
              RP4-H
                Board

            	
              1

            	
              ***

            
	
              ROJ
                208 306/1

            	
              ET155
                Board

            	
              1

            	
              ***

            
	
              NTZ
                111 58/3

            	
              PCU
                Kit

            	
              1

            	
              ***

            
	
              2206SPARES-1900

            	
              BTS
                2206 Spare Kit, 1900 MHz (1 Kit per 100 dTRU's)

            	
               

            	
              ***

            
	
              BML
                231 202/1

            	
              PSU:Power
                supply unit, (PSU230 1000W +24VDC FC Opto, /2106, /2206)

            	
              1

            	
              ***

            
	
              BOE
                602 14/1

            	
              Functional
                Unit, DXU-21, (for /2106, /2206)

            	
              1

            	
              ***

            
	
              KRY
                101 1856/1

            	
              Unit,
                CXU 900/1800/1900 MHz, ( for RBS 2106, /2206)

            	
              1

            	
              ***

            
	
              BFL
                119 153/1

            	
              CDU-G
                1900MHz,Combiner Unit, (for /2106, /2206)

            	
              1

            	
              ***

            
	
              KRC
                131 1004/2

            	
              Transceiver
                1900MHz (EDGE dTRU)

            	
              2

            	
              ***

            
	
              KRY
                112 54/1

            	
              Unit,
                ASU, ( for RBS 2106, /2206)

            	
              1

            	
              ***

            
	
              KRY
                112 71/2

            	
              ddTMA
                1900 FB with LNA by-pass:

            	
              2

            	
              ***

            
	
              BFL
                119 406/1

            	
              Subrack,
                (Subrack CDU-G/F repair code "A" + critical "1" =>C.S. RBS 2106,
                /2206)

            	
              1

            	
              ***

            
	
              BGM
                136 1001/2

            	
              Printed
                Board assembly., (FCU 4 Fan RBS 2106, /2206)

            	
              1

            	
              ***

            
	
              BKV
                301 216/77

            	
              Fan
                Unit, (Diagonal, dia. 171,5*51 24VDC, for RBS 2106, /2206)

            	
              1

            	
              ***

            
	
              BMG
                980 06/1

            	
              IDM:Distribution
                Unit, (IDM Panel for RBS 2106, /2206)

            	
              1

            	
              ***

            
	
              BMG
                980 07/1

            	
              ACCU,
                (repair code "A" + critical "1" =>C.S. for RBS2206)

            	
              1

            	
              ***

            
	
              BMG
                980 07/2

            	
              DCCU,
                (repair code "A" + critical "1" =>C.S. for RBS2206)

            	
              1

            	
              ***

            
	
              KDR
                109 61/964

            	
              Microcircuit,
                (Flash ATA 64,2M 5,5V 3,3V I, for RBS 2106, /2206)

            	
              1

            	
              ***

            
	
              KFE
                101 1145/1

            	
              Filter
                Unit, (repair code "A" + critical "1" =>C.S. VDC Filter
                /2206)

            	
              1

            	
              ***

            
	
              KRY
                101 1873/1

            	
              TMA-CM
                Kit (Incl. Front TMA-CM 01, Optional for/2106, /2206)

            	
              1

            	
              ***

            
	
              KTY
                901 05/1

            	
              Accessories,
                repair code "A" + critical "1" =>C.S. Transmission Adapter for /2106,
                /2206)

            	
              1

            	
              ***

            
	
              NFD
                496 23/1

            	
              Over
                voltage arrester (DF-OVP, 18V # for RBS 2106, /2206)

            	
              1

            	
              ***

            
	
              NCD
                300 16/01

            	
              Alarm
                Panel RBS 2106 (16 Alarm)

            	
              1

            	
              ***

            
	
              ROA
                219 5313/1

            	
              Printed
                Board assembly., (TRU Backplane RBS 2106, /2206)

            	
              1

            	
              ***

            
	
              ROA
                219 5314/1

            	
              Printed
                Board assembly., (DXU Backplane only for RBS 2206)

            	
              1

            	
              ***

            
	
              RPM
                513 1110/01700

            	
              Connection
                cable, (repair code "A" + critical "1" =>C.S. Conn.cable +24V,
                RBS2206)

            	
              1

            	
              ***

            
	
              RPM
                513 1116/02500

            	
              Signaling
                cable, (repair code "A" + critical "1" =>C.S. LED-cable GSM syst,
                RBS2206)

            	
              1

            	
              ***

            
	
              RPM
                513 1138/01700

            	
              Connection
                cable, (repair code "A" + critical "1" =>C.S. Conn.cable +24V,
                RBS2206)

            	
              1

            	
              ***

            
	
              RPM
                513 1409/02500

            	
              Optical
                fiber cable, (repair code "A" + critical "1" =>C.S. for
                /2206)

            	
              1

            	
              ***

            
	
              RPM
                513 1410/02500

            	
              Optical
                fiber cable, (repair code "A" + critical "1" =>C.S. for
                /2206)

            	
              1

            	
              ***

            
	
              RPM
                513 852/00160

            	
              Connection
                cable, (Opto for RBS 2106, /2206)

            	
              1

            	
              ***

            
	
              RPM
                513 852/00250

            	
              Connection
                cable, (Opto for RBS 2106, /2206)

            	
              1

            	
              ***

            
	
              RPM
                513 904/02160

            	
              Cable,
                (repair code "A" + critical "1" =>C.S. Signal ESB
                RBS2206)

            	
              1

            	
              ***

            
	
              RPM
                982 02/200

            	
              Optical
                cable w. connector, (repair code "A" + critical "1" =>C.S. L=200 MM,
                /2206)

            	
              1

            	
              ***

            
	
              Miscellaneous
                MSC/BSC/BTS Spares

            	
               

            	
               

            	
               ***

            
	
              FAH
                107 318/1

            	
              ET4-1
                Spare, PDB board

            	
              per
                unit

            	
              ***

            
	
              FAH
                107 318/2

            	
              ET4-1
                Spare, CCF-LI board

            	
              per
                unit

            	
              ***

            
	
              FAH
                107 318/3

            	
              ET4-1
                Spare, ET-SFB board

            	
              per
                unit

            	
              ***

            
	
              NTZ
                111 58/3

            	
              PCU
                Kit

            	
              per
                unit

            	
              ***

            
	
              FAB
                102 863/4

            	
              Diplexers

            	
              per
                unit

            	
              ***

            
	
              CALEA
                Spares

            	
               

            	
               

            	
              ***

            
	
              SG-2100-03-01-10

            	
              Spare,
                CDDF, High Availability

            	
              per
                unit

            	
              ***

            
	
              SG-3100-03-01-10

            	
              Spare,
                GSA, High Availability

            	
              per
                unit

            	
              ***

            


    

    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          29

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    11. Services

    


    
      	
              GSM
                Implementation Services

            	
               

            	
               

            
	
              Ericsson
                Part #

            	
              Description

            	
              Parameter

            	
              Net
                Price

            
	
              MSC

            	
               

            	
               

            	
               

            
	
               

            	
              Mini
                GTP MSC

            	
              per
                node

            	
              ***

            
	
               

            	
              MSC
                upgrade 84 to 168 T1

            	
              per
                node

            	
              ***

            
	
               

            	
              MSC
                (Model 1 336 T1) with APG40

            	
              per
                node

            	
              ***

            
	
               

            	
              Optional
                ETC cabinet

            	
              per
                node

            	
              ***

            
	
              BSC

            	
               

            	 	
               

            
	
               

            	
              BSC/TRC
                450 with APG40

            	
              per
                node

            	
              ***

            
	
               

            	
              Remote
                BSC

            	
              per
                node

            	
              ***

            
	
              BTS

            	
               

            	 	
               

            
	
               

            	
              BTS
                2206 3x2 with TMA support

            	
              per
                node

            	
              ***

            
	
               

            	
              BTS
                2106 3x2 with TMA support

            	
              per
                node

            	
              ***

            
	
               

            	
              BTS
                2206 dTRU Expansion

            	
              per
                node

            	
              ***

            
	 	
              BTS
                2109 1x4

            	
              per
                node

            	
              ***

            
	 	
              BTS
                2308 

            	
              per
                node

            	
              ***

            
	
              OSS

            	
               

            	 	
               

            
	
               

            	
              GSM
                OSS R9.1

            	
              per
                node

            	
              ***

            
	
              TTY

            	
               

            	 	
               

            
	
               

            	
              E-CTM
                node

            	
              per
                node

            	
              ***

            
	
              GPRS

            	
               

            	 	
               

            
	
               

            	
              CGSN
                3.0

            	
              per
                node

            	
              ***

            
	
               

            	
              Software
                Upgrade CGSN 3.0 to 5.0

            	
              per
                node

            	
              ***

            
	
              CALEA

            	
               

            	 	
               

            
	
               

            	
              CDDF

            	
              per
                node

            	
              ***

            
	
               

            	
              GSA

            	
              per
                node

            	
              ***

            
	
               

            	
              MFM

            	
              per
                node

            	
              ***

            
	
              Re-home

            	
               

            	 	
               

            
	
               

            	
              Re-parenting
                Nokia BSC to Ericsson MSC

            	
              per
                node

            	
              ***

            
	
              RF
                Services

            	
               

            	 	
               

            
	
               

            	
              Radio
                Design Review 

            	
              per
                site

            	
              ***

            
	
               

            	
              Initial
                Tuning/Acceptance Test 

            	
              per
                site

            	
              ***

            


    

    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          30

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    


    
      	
              GSM
                System Support & Hardware Support

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
              Unit
                NET Annual Prices 

            
	
              Ericsson
                Part #

            	
              Description

            	
              Parameter

            	
              In
                Warranty 

            	
              Out
                of Warranty 

            
	
              System
                Support

            
	 	
              Mini
                MSC Models

            	
              per
                node

            	
              ***

            	
              ***

            
	 	
              MSC
                Model 1-3

            	
              per
                node

            	
              ***

            	
              ***

            
	 	
              MSC-S

            	
              per
                node

            	
              ***

            	
              ***

            
	 	
              MGW

            	
              per
                node

            	
              ***

            	
              ***

            
	 	
              Remote
                BSC

            	
              per
                node

            	
              ***

            	
              ***

            
	 	
              BSC
                /TRC

            	
              per
                node

            	
              ***

            	
              ***

            
	 	
              TRU

            	
              per
                TRU

            	
              ***

            	
              ***

            
	 	
              OSS
                

            	
              per
                server

            	
              ***

            	
              ***

            
	 	
              TTY

            	
              per
                node

            	
              ***

            	
              ***

            
	 	
              CGSN
                3.0

            	
              per
                node

            	
              ***

            	
              ***

            
	 	
              CALEA

            	
              per
                node

            	
              ***

            	
              ***

            
	
              Hardware
                Support

            	
               

            	
               

            	 
	 	
              Mini
                MSC Models

            	
              per
                node

            	 	
              ***

            
	 	
              MSC
                Model 1-3

            	
              per
                node

            	 	
              ***

            
	 	
              MSC-S

            	
              per
                node

            	 	
              ***

            
	 	
              MGW

            	
              per
                node

            	 	
              ***

            
	 	
              Remote
                BSC

            	
              per
                node

            	 	
              ***

            
	 	
              BSC
                /TRC

            	
              per
                node

            	 	
              ***

            
	 	
              TRU

            	
              per
                node

            	 	
              ***

            
	 	
              OSS
                

            	
              per
                node

            	 	
              ***

            
	 	
              TTY

            	
              per
                node

            	 	
              ***

            
	 	
              CGSN
                3.0

            	
              per
                node

            	 	
              ***

            
	 	
              CALEA

            	
              per
                node

            	 	
              ***

            
	
              Note:
                All Support Services will be invoiced annually in advance.

            	 	 	 


    

    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          31

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    


    
      	
              CDMA
                Support & Maintenance

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
              Unit
                NET Annual Prices

            
	
              Ericsson
                Part #

            	
              Description

            	
              Parameter

            	
              In
                Warranty

            	
              Out
                of Warranty

            
	
              System
                Support

            	
               

            	
               

            	
               

            
	 	
              MSC
                Model 1-3

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              MSC
                Model 4&up

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              MSC
                Expansion

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              BSC/TRC
                Model B-E

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              BSC/TRC
                Model F&up

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              BSC
                Expansion

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              BTS
                Carrier

            	
              per
                Carrier

            	
              ***

            	
              ***

            
	 	
              OSS

            	
              per
                Server

            	
              ***

            	
              ***

            
	 	
              IWF

            	
              per
                unit

            	
              ***

            	
              ***

            
	 	
              PDSN

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              HA

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              AAA

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              MPBN

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              Site
                Router

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              CALEA

            	
              per
                Node

            	
              ***

            	
              ***

            
	
              Hardware
                Support

            	
               

            	
               

            	
               ***

            
	 	
              MSC
                Model 1-3

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              MSC
                Model 4&up

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              MSC
                Expansion

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              BSC
                Model C, B1, C1 E1

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              BSC
                Model F, F1 & up

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              BSC
                Expansion

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              BTS
                Carrier

            	
              per
                Carrier

            	
              ***

            	
              ***

            
	 	
              OSS

            	
              per
                Server

            	
              ***

            	
              ***

            
	 	
              IWF

            	
              per
                unit

            	
              ***

            	
              ***

            
	 	
              PDSN

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              HA

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              AAA

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              MPBN

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              Site
                Router

            	
              per
                Node

            	
              ***

            	
              ***

            
	 	
              CALEA

            	
              per
                Node

            	
              ***

            	
              ***

            
	
              Note:
                All Support Services will be invoiced annually in advance.

            	 	 	 


    

    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          32

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    


    
      	 	
              Parameter

            	
              Net
                Price

            
	
              WCDMA
                Services

            	 	 
	
              Network
                Rollout

            	 	 
	
              MSC
                Server Implementation

            	
              Node

            	
              ***

            
	
              M-MGw
                R3.0 Implementation

            	
              Node

            	
              ***

            
	
              SGSN
                Dual Access Remote Upgrade

            	
              Node

            	
              ***

            
	
              GGSN
                Implementation

            	
              Node

            	
              ***

            
	
              RBS
                3206 1x1 Implementation

            	
              Node

            	
              ***

            
	
              RBS
                3206 2x1 Implementation

            	
              Node

            	
              ***

            
	
              RBS
                3206 3x1 Implementation

            	
              Node

            	
              ***

            
	
              RNC
                175 Implementation

            	
              Node

            	
              ***

            
	
              RXI
                Implementation

            	
              Node

            	
              ***

            


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          33

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    12. Ad
      Hoc
      Hardware Repair

    


    
      	
              Ericsson
                Part #

            	
              Description

            	
              NET
                Price 

            
	
              Repair
                Ad-Hoc

            	
               

            
	
              BFL119155/1

            	
              CDU-G
                800 MHZ

            	
              ***

            
	
              BTE101101/13

            	
              TRANSCEIVER
                -  ATRM  (50 Watts)

            	
              ***

            
	
              KRC1311004/2

            	
              dTRU
                1900 MHZ EDGE

            	
              ***

            
	
              KRF201243/1

            	
              ATC
                QUAD FILTER

            	
              ***

            
	
              KRY11271/2

            	
              AMPLIFIER
                - ddTMA FB FOR GSM 1900 BYPASS

            	
              ***

            
	
              ROF1314255/1

            	
              PCB
                - EXALI-B3

            	
              ***

            
	
              ROJ208439/1

            	
              PRINTED
                BOARD ASSEMBLY - IPU

            	
              ***

            
	
              BOE60214/1

            	
              DXU-21

            	
              ***

            
	
              BFC90175/1

            	
              SUBRACK
                - TFM_DBM2

            	
              ***

            
	
              ROA1270293/2

            	
              MULTILAYERPRINTBOARD
                - CC1X64

            	
              ***

            
	
              KRC1311005/2

            	
              dTRU
                800 MHZ EDGE

            	
              ***

            
	
              BMR960019/1

            	
              DC/DC-CONVERTER

            	
              ***

            
	
              BFB10951/2

            	
              PLUG
                IN UNIT - LARGE NODE PNA 768MB

            	
              ***

            
	
              ROA1270222/2

            	
              PRINTED
                BOARD ASSEMBLY - RX MRBS 08/1

            	
              ***

            
	
              BFL119153/1

            	
              COMBINER
                UNIT FOR 1900 MHZ

            	
              ***

            
	
              BML231202/1

            	
              PSU230
                1200W +24VDC FC OPTO

            	
              ***

            
	
              ROJ208442/1

            	
              PRINTED
                BOARD ASSEMBLY - MAU

            	
              ***

            
	
              ROJ208351/1

            	
              PCB
                - CSPB

            	
              ***

            
	
              KRB1011119/1

            	
              TRANSMITTER
                UNIT - HPA, 54W, 800MHz

            	
              ***

            
	
              KRB1011121/1

            	
              TRANSMITTER
                UNIT - HPA, 40W, 1900MHz

            	
              ***

            
	
              NTM1970425/1

            	
              SET
                OF MATERIALS - GPS Kit, GPS Receiver Kit

            	
              ***

            
	
              ROJ1192106/3

            	
              PRINTED
                BOARD ASSEMBLY - GPB3

            	
              ***

            
	
              ROJ1192108/2

            	
              PRINTED
                BOARD ASSEMBLY - SCB

            	
              ***

            
	
              ROJ208437/1

            	
              PRINTED
                BOARD ASSEMBLY - POWC

            	
              ***

            
	
              ROJ1192170

            	
              PRINTED
                BOARD ASSEMBLY - PBA, GPS-TUB, BSC 1120

            	
              ***

            
	
              ROA1270223/1

            	
              PRINTED
                BOARD ASSEMBLY - TX MRBS 19 3C

            	
              ***

            
	
              ROA1270222/1

            	
              PRINTED
                BOARD ASSEMBLY - RX MRBS 19/1

            	
              ***

            
	
              ROJ20443/2

            	
              PCB
                - RPG3

            	
              ***

            
	
              KRC16184/7

            	
              RRU
                - 800 MHz TRANSCEIVER/RRU-M8

            	
              ***

            
	
              ROJ1192101/2

            	
              PRINTED
                BOARD ASSEMBLY - ET-M1

            	
              ***

            
	
              ROJ208440/1

            	
              PRINTED
                BOARD ASSEMBLY - DSU-1GW

            	
              ***

            
	
              BML435002/1

            	
              RECTIFIER
                (+24V)

            	
              ***

            
	
              BML435004/1

            	
              RECTIFIER
                - 24V 1700W FORCED COOLING

            	
              ***

            
	
              ROJ20416/4

            	
              PCB-RPP-BASIC

            	
              ***

            
	
              1/BPD10436/1

            	
              Condenser
                Fan (Climate)

            	
              ***

            
	
              ROJ208306/1

            	
              PCB
                - ET155-1-O

            	
              ***

            
	
              ROA1270223/2

            	
              PRINTED
                BOARD ASSEMBLY - TX MRBS 08 3C

            	
              ***

            
	
              ROJ1192175/1

            	
              PRINTED
                BOARD ASSEMBLY - MSB2

            	
              ***

            
	
              ROJ20432/1

            	
              PCB
                - PDSPLE

            	
              ***

            
	
              ROJ208304/1

            	
              PCB
                - XDB

            	
              ***

            
	
              KRB1011125/1

            	
              TRANSMITTER
                UNIT - HPA, 60W, 800MHZ

            	
              ***

            
	
              2/BPD10435/1

            	
              SPARE
                PART - Heat Exchanger Extern.fan 24v

            	
              ***

            
	
              ROJ20416/6

            	
              PRINTED
                BOARD ASSEMBLY - RPP

            	
              ***

            
	
              KRY1011856/1

            	
              CXU-10

            	
              ***

            


    

    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          34

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


     

    


    13.
       WCDMA/UMTS

     

    


    
      	
              Description

            	
              Net
                Unit Price

            	
              Parameter

            
	
              MSC
                

            	 	 
	
              CN
                Server 40i, R11 (ETSI&ANSI) 

            	
              ***

            	
              Node

            
	
              MSC
                Basic SW

            	
              ***

            	
              Per
                SCC

            
	
              MSC
                Optional SW Package

            	
              ***

            	
              Per
                SCC

            
	
              Signaling
                Transport over IP (SIGTRAN)

            	
              ***

            	
              Per
                SCC

            
	
              Network
                Identity and Time Zone (NITZ)

            	
              ***

            	
              Per
                SCC

            
	
              CAMEL
                Phase 3 Support

            	
              ***

            	
              Per
                SCC

            
	
              Explicit
                Call Transfer (ECT)

            	
              ***

            	
              Per
                SCC

            
	
              Optimal
                Routing at Late Call Forwarding

            	
              ***

            	
              Per
                SCC

            
	
              Global
                Equal Access

            	
              ***

            	
              Per
                SCC

            
	
              Extended
                CAMEL Support

            	
              ***

            	
              Per
                SCC

            
	
              CAMEL
                Phase 2 Support

            	
              ***

            	
              Per
                SCC

            
	
              WCDMA
                to GSM Handover

            	
              ***

            	
              Per
                SCC

            
	
              MGW

            	
               

            	
               

            
	
              GMP
                V2.0 Base Configuration 205 (HS5)

            	
              ***

            	
              Node
                

            
	
              M-MGw
                R3.0 Main Basic SW License RTU

            	
              ***

            	
              Per
                SCC

            
	
              M-MGw
                R3.0 Main Optional SW Package

            	
              ***

            	
              Per
                SCC

            
	
              UMTS
                Lu Interface

            	
              ***

            	
              Per
                SCC

            
	
              OSS
                SW

            	
               

            	 
	
              Core

            	
               

            	 
	
              FAJ
                121 91, Network Statistics Analyzer - Core, MGw 

            	
              ***

            	
              Per
                Node

            
	
              FAJ
                121 597, Statistical Data Mart - Core, MGw 

            	
              ***

            	
              Per
                Node

            
	
              FAJ
                122 847, Performance Statistical Alarms, MGw 

            	
              ***

            	
              Per
                Node

            
	
              FAJ
                121 890, Core Network Starter Package, MGw 

            	
              ***

            	
              Per
                Node

            
	
              Radio

            	
               

            	 
	
              Centralized
                Operations Support SS+BSS; FM Complete (BASIC)

            	
              ***

            	
              Per
                SCC

            
	
              BTS
                Configuration Management (BCM) SS+BSS

            	
              ***

            	
              Per
                SCC

            
	
              Measurement
                Result Recording (MRR) SS+BSS

            	
              ***

            	
              Per
                SCC

            
	
              Network
                Statistics Analyzer (NWS-A) SS+BSS

            	
              ***

            	
              Per
                SCC

            
	
              Performance
                Statistical Alarms (PSA) SS+BSS

            	
              ***

            	
              Per
                SCC

            
	
              Radio
                Network Recording (RNR) SS+BSS

            	
              ***

            	
              Per
                SCC

            
	
              Statistical
                Gateway (SGw) SS+BSS

            	
              ***

            	
              Per
                SCC

            
	
              Report
                Generator, Business Objects

            	
              ***

            	
              Per
                SCC

            
	
              Statistical
                Data Mart (SDM) SS+BSS

            	
              ***

            	
              Per
                SCC

            
	
              Statistical
                Measurement Initiator and Administration (SMIA) SS+BSS

            	
              ***

            	
              Per
                SCC

            
	
              GSN

            	 
	
              SGSN
                SW package

            	
              ***

            	
              25K
                SAU

            
	
              GGSN
                HW

            	
              ***

            	
              Node

            
	
              GGSN
                Basic Capacity SW Package

            	
              ***

            	
              License

            
	
              GGSN
                HSDPA SW package

            	
              ***

            	
              50KPDP

            
	
              Radio
                Network Hardware

            	 
	
              RXI
                820

            	
              ***

            	
              Node

            
	
              RNC
                3810 

            	
              ***

            	
              Node

            
	
              RBS
                3106 (1x1)

            	
              ***

            	
              Node

            
	
              RBS
                3106 (2x1)

            	
              ***

            	
              Node

            
	
              RBS
                3106 (3x1)

            	
              ***

            	
              Node

            
	
              UTRAN
                SW

            	 
	
              UTRAN
                Software (RNC & RBS & RXI) 32 CE step

            	
              ***

            	
              32CE

            
	
              HSDPA
                RTU Initial (5 codes/3cell carrier)

            	
              ***

            	
              HS
                CC

            
	
              Network
                Management

            	 
	
              OSS
                HW Package

            	
              ***

            	
              Kit

            
	
              OSS
                growth RTU, per W-Node

            	
              ***

            	
              WRAN
                Node

            
	
              Spares

            	 	 
	
              MSC
                Server Spares Kit

            	
              ***

            	
              Kit

            
	
              MGW
                Spares Kit

            	
              ***

            	
              Kit

            
	
              RNC

            	
              ***

            	
              Kit

            
	
              GGSN

            	
              ***

            	
              Kit

            
	
              HSDPA
                (128 DL CE board) 1 Board (1 board recommended for every 100 Node
                B)

            	
              ***

            	
              Kit

            
	
              RBS
                3206 (1 kit recommended for every 100 RBS)

            	
              ***

            	
              Kit

            
	
              RXI
                820

            	
              ***

            	
              Kit

            
	
              System
                Support

            	
              In
                Warranty 

            	
              Out
                of Warranty 

            
	
              MSC-S

            	
              ***

            	
              ***

            
	
              MGW
                

            	
              ***

            	
              ***

            
	
              RNC

            	
              ***

            	
              ***

            
	
              per
                CE 

            	
              ***

            	
              ***

            
	
              HSDPDA
                (per Node B)

            	
              ***

            	
              ***

            
	
              GGSN

            	
              ***

            	
              ***

            
	
              Hardware
                Support

            	
              In
                Warranty 

            	
              Out
                of Warranty

            
	
              MSC-S
                

            	
              ***

            	
              ***

            
	
              MGW
                

            	
              ***

            	
              ***

            
	
              RNC

            	
              ***

            	
              ***

            
	
              RXI

            	
              ***

            	
              ***

            
	
              per
                CE

            	
              ***

            	
              ***

            
	
              HSDPDA
                (per Node B)

            	
              ***

            	
              ***

            
	
              GGSN

            	
              ***

            	
              ***

            
	
              Shipping

            	 	 
	
              Transportation
                per OSS server per trip

            	
              ***

            	
              per
                node

            
	
              RBS
                Transportation per base station per trip

            	
              ***

            	
              per
                node

            
	
              RNC
                Transportation per node per trip

            	
              ***

            	
              per
                node

            
	
              EPDU
                Cabinet per pair per trip

            	
              ***

            	
              per
                node

            
	
              Circuit
                Node Transportation per node

            	
              ***

            	
              per
                node

            
	
              Packet
                Node Transportation per node

            	
              ***

            	
              per
                node

            
	 	 	 
	
              Misc.
                parts/Bulk order and all other deliveries

            	 	 
	 	 	 
	
              Total
                value per sales order based on HW list price 

            	 	 
	
              $0
                to $2,500

            	
              ***

            	
              per
                order

            
	
              $2,501
                to $10,000

            	
              ***

            	
              per
                order

            
	
              $10,001
                to $75,000

            	
              ***

            	
              per
                order

            
	
              $75,001
                to $150,000

            	
              ***

            	
              per
                order

            
	
              $150,001
                and above

            	
              ***

            	
              per
                order

            
	 	 	 
	
              Transportation
                is applicable per trip.

            	 	 
	
              Expedite
                fee RCC_EXPEDITE is 1% to 5% of HW list per requirement

            	 	 


    

     

    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          35

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    14. Training
      Services.

    


    
      	
              Training

            	 	 	
              Parameter

            	
              Net
                Unit Price

            
	 	
              Training
                Credit Unit

            	
              per
                CU

            	
              ***

            


    

    


    


    
      
        
          
            


            


            ***Information
              omitted and filed separately with the Securities and Exchange Commission
              pursuant to a request for confidential treatment.

            


            RCC
              and
              Ericsson Confidential & Proprietary

            Restated
              and Amended Master Purchase Agreement

          

          
          

        

        
          36

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

          
            
              	
                      CONFIDENTIAL
                        TREATMENT REQUESTED

                    	
                      Exhibit
                        10.11(c) Redacted

                    


            

            


          

        

      

    

    



    EXHIBIT
      B

    


    CDMA
      LAST-TIME-BUY

    


    


    
      	
              INQUIRY
                10035657

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              DESCRIPTION:

            	
              RBS
                1130, MCPA Module, 800 MHz

            	
               

            	
               

            	
              Extended
                

            	
               

            	
               

            
	
              Item

            	
              Part
                #

            	
              Product
                Description

            	
              Qty

            	
              Price
                (each) 

            	
              Contract
                Price 

            	
              Discount
                

            	
              Net
                Price 

            
	
              1.1

            	
              NTM
                197 0191/1

            	
              RBS
                1130, MCPA Module, 800 MHz

            	
              ***

            	
              ***

            	
              ***
                

            	
              ***

            	
              ***

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              ***

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	 	 	 	 	 	 	 	 
	
              INQUIRY
                10032541

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              DESCRIPTION:

            	
              CDMA
                NETWORK HARDWARE - BTS 1130 800 MHz, 1x1 (1 FA & 1 Sector) to 1x3 (1
                FA & 3 Sectors) HW Expansion

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
              Price
                

            	
              Extended
                

            	
               

            	
               

            
	
              Item
                

            	
              Part
                #

            	
              Product
                Description

            	
              Qty

            	
              (each)
                

            	
              Contract
                Price 

            	
              Discount
                

            	
              Net
                Price 

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              1.
                RBS 1130 800 MHz, 1x1 to 1x3 HW Expansion

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              1.1

            	
              NTM
                197 0191/1

            	
              RBS,
                40W MCPA MODULE, 800MHZ

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              1.1

            	
              NTM
                197 0195/1

            	
              RBS,
                RX DOWNCONVERTER, 800MHZ

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              1.1

            	
              NTM
                197 0534/1

            	
              RBS,
                MTX UPCONVERTER, 800MHZ

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              1.2

            	
              NTM
                197 0798/1

            	
              SET
                OF MATERIALS/DLNA, 876-886MHZ CO-LO

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
               

            	
               

            	
              RBS
                1130 800 MHz, 1x1 to 1x3 HW Expansion TOTAL:

            	
               ***

            	
              *** 

            	
              ***

            	
               

            	
              ***

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          37

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    


    
      	 	 	 	 	 	 	 	 
	
              10037708

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              DESCRIPTION:

            	
              CDMA
                NETWORK HARDWARE - BTS 1130 800 MHz, 1x3 (1 FA & 3 Sector) to 2x3 (2
                FA & 3 Sector) HW Expansion,128CE

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
              Price
                

            	
              Extended
                

            	
               

            	
               

            
	
              Item
                

            	
              Part
                #

            	
              Product
                Description

            	
              Qty

            	
              (each)
                

            	
              Contract
                Price 

            	
              Discount
                

            	
              Net
                Price 

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              1.
                RBS 1130 800 MHz, 1x3 to 2x3 HW Expansion, 64 CE

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              1.1

            	
              NTM
                197 0160/1 

            	
              CAM
                128CE Card 

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              1.2

            	
              NTM
                197 0195/1

            	
              RBS,
                RX DOWNCONVERTER, 800MHZ

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
               

            	
               

            	
              RBS
                1130 800 MHz, 1x3 to 2x3 HW Expansion, 64 CE
                TOTAL:

            	
              ***

            	
              ***

            	
              ***

            	
              *** 

            	
              ***

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              NOTE

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              The
                NTM1970720/1 CAM 64CE Card is not available. The replacement
                is the NTM1970160/1 CAM 128CE Card.

            	
               

            	
               

            	
               

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              10037707

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              DESCRIPTION:

            	
              128
                CE Card

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Item

            	
              Part
                #

            	
              Product
                Description

            	
              Qty

            	
              Price
                (each) 

            	
              Contract
                Price 

            	
              Discount
                

            	
              Net
                Price 

            
	
              1.1

            	
              NTM
                197 0160/1

            	
              PBA,
                CAM, 128CE, SPARE, RBS 1130

            	
              ***

            	
              ***
                

            	
              ***

            	
              ***
                

            	
              ***

            
	
               

            	
               

            	
               

            	
               ***

            	
              *** 

            	
              *** 

            	
              *** 

            	
              ***

            
	
               

            	
               

            	
               

            	
               ***

            	
              *** 

            	
              *** 

            	
              *** 

            	
              ***

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            


    

    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          38

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    


    
      	
              INQUIRY
                10039423

            	 	
               

            	 	 	 	 	 
	
              DESCRIPTION:
                

            	
              RCC
                ALEXANDRIA-MSC1 Expansion

            	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
              Part
                #

            	
              Product
                Description

            	
              Qty.

            	
              Price
                (each) 

            	
              Contract
                price 

            	
              Discount

            	
              Net
                Price

            
	
              1.1

            	
              ROY101118/1

            	
              PRINTED
                BOARD SET/EXPANSION KIT: CSPB BO

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              1.2

            	
              ROY101120/1

            	
              PRINTED
                BOARD SET/EXPANSION KIT: ET155-1

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              1.3

            	
              BAY111501/3

            	
              INSTALLATION
                KIT/DOORS + MANDATORY MECHA

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              1.4

            	
              NTM50346/20

            	
              SET
                OF MATERIALS/CABLE PACKAGE FOR ET4-1

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              1.5

            	
              17/BYB501/1

            	
              EARTHQUAKE
                PROOF SET/SINGLE CAB, CONCRET

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              ***

            


    

    


    


    
      
        
          
            


            


            ***Information
              omitted and filed separately with the Securities and Exchange Commission
              pursuant to a request for confidential treatment.

            


            RCC
              and
              Ericsson Confidential & Proprietary

            Restated
              and Amended Master Purchase Agreement

          

          
          

        

        
          39

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

          
            
              	
                      CONFIDENTIAL
                        TREATMENT REQUESTED

                    	
                      Exhibit
                        10.11(c) Redacted

                    


            

            


          

        

      

    

    



    EXHIBIT
      C

    


    CALCULATION
      OF AVERAGE SCC USAGE

    


    


    Prior
      to
      the end of each calendar quarter, Ericsson will generate the SCC usage report
      by
      running the command “LSLDP” on each MSC. Based on such report, Ericsson will use
      the following formula to calculate the average SCC usage of such calendar
      quarter:

    


    Average
      SCC Usage = Sum
      of
      peak SCC usage of each day in the calendar quarter

    Total
      number of days in the calendar quarter

    


    


    


    


    


    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          40

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    EXHIBIT
      D

    


    SYSTEM
      SUPPORT AND HARDWARE SUPPORT

    


    1. System
      Support

    


    During
      the Term, Ericsson shall make available to RCC the following maintenance and
      support services for the System (comprised of the network elements purchased
      by
      Customer from Ericsson and deployed by Customer in its network to the extent
      that Customer purchases system support for such network elements):

    


    


    (a)
      General.
      RCC will
      request support for specific incidents from Ericsson with respect to the
      operation of the System by issuing a customer service request in accordance
      with
      the Incident Report guidelines set out in the Ericsson Procedures Manual
      (“CSR”). Ericsson will provide Help Desk and Emergency Support for the System,
      as well as Software Updates (as defined below).

    


    When
      Ericsson receives a CSR, it will conduct an investigation of the issues reported
      by RCC and may provide an interim measure to address such issues. A CSR will
      be
      deemed closed when Ericsson provides RCC with a mutually agreed Restoration.
      Ericsson and RCC will work together in good faith to agree upon the appropriate
      severity level assigned to each CSR. A severity level cannot be lowered without
      the mutual agreement of the parties. Ericsson shall use the following four
      (4)
      severity levels with corresponding target times, to categorize reported
      problems:

    


     

     

    
      	
               

              Severity

               

            	
               

              Accuracy

               

            	
               

              Remedy

               

            	
               

              Restoration

               

            	
               

              Response

               

            
	
               

              Emergency

               

            	
               

              98
                %

               

            	
               

              4
                hours

               

            	
               

              24
                hours

               

            	
               

              15
                min

               

            
	
               

              High

               

            	
               

              70
                %

               

            	
               

              24
                hours

               

            	 	
               

              1
                hour*

               

            
	
               

              98
                %

               

            	
               

              72
                hours

               

            	
               

              1
                week

               

            
	
               

              Medium

               

            	
               

              70
                %

               

            	
               

              1
                week

               

            	 	
               

              8
                hours*

               

            
	
               

              98
                %

               

            	
               

              3
                weeks

               

            	
               

              5
                weeks

               

            
	
               

              Low

               

            	
               

              70
                %

               

            	
               

              2
                weeks

               

            	 	
               

              8
                hours*

               

            
	
               

              98
                %

               

            	
               

              6
                weeks

               

            	
               

              12
                weeks

               

            


    

    *:
      The
      Response time is applicable only during Normal Working Hours (as defined
      below).

     

    Table
      1.
      CSR Target Times.

     

    NOTE
      1:
      As of January 1, 2007, TDMA CSR target times will no longer apply.

     

    NOTE
      2:
      As of January 1, 2008, CDMA CSR target times will no longer apply.

     

    Accuracy
      is defined as the percentage of CSRs or Lead Times that have met the applicable
      targets set out above for CSR Restorations and in section 2.g for Lead Times.
      Ericsson shall measure and track in writing Accuracy for Restorations only
      (“Accuracy”) each calendar month. Within 20 days of the close of each calendar
      month, Ericsson shall provide RCC with a written report of the Restoration
      Accuracy measurements for the previous calendar month. At the end of each
      calendar year, Ericsson shall determine the average

     

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          41

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    monthly
      Accuracy measurements during that calendar year and provide that information
      to
      RCC in a written report with thirty (30) days of the close of the calendar
      year.
      Each time 

     

    
      	·  	
              Remedy
                is defined as the action(s) required to restore the System or any
                equipment or software component of the System to a working condition
                or to
                isolate the problem to limit its effects. The Remedy may cause
                restrictions in functionality and System
                performance.

            


    

     

    
      	·  	
              Restoration
                is defined as the action(s) required to prevent the reoccurrence
                of a
                problem or any underlying causes of a problem. When a Restoration
                is
                implemented, the System, or any affected equipment or software component
                of the System is operating without negative
                impact

            


    

     

    
      	·  	
              Response
                is defined, in the case of a submitted Emergency or High severity
                CSR, as
                the first contact to Ericsson to RCC in response to RCC’s report to
                Ericsson of such CSR. If the CSR is classified as Medium or Low severity,
                the Response is defined as the generation by Ericsson of a CSR reference
                number, which is generated automatically by the web-based CSR
                tool.

            


    

     

    
      	·  	
              An
                Emergency CSR is defined as:

            


    

    


    
      	·  	
              A
                complete equipment failure - the System equipment or software does
                not
                handle any traffic and a manual intervention is needed to restore
                the
                equipment or software; 

            


    

    
      	·  	
              A
                major disturbance - disturbance in the System’s functionality resulting in
                a traffic capacity decreases of more than 30% of the entire System
                or an
                individual mobile switching center or base station controller;
                

            


    

    
      	·  	
              A
                billing/charging function disturbance - the billing or charging function
                of the System equipment or software stops working or is seriously
                affected;

            


    

    
      	·  	
              A
                complete loss of input/output capability (I/O) or communication for
                business critical System equipment or
                software.

            


    

     

    
      	·  	
              High
                Severity CSRs are situations that may result in Emergencies if unresolved
                and include major problems or disturbances that affect the equipment
                or
                software in the System and require immediate action. Examples: Large
                restart / with reload, failure affecting billing, failure affecting
                connection with other operators, System crashes repeatedly or hangs,
                critical functionality is not
                available.

            


    

    


    
      	·  	
              Medium
                -Severity CSRs are severe problems or disturbances affecting a specific
                area of functionality, but not the whole System. Examples: Small
                restarts,
                degraded performance or incorrect behavior with minor impact to the
                System, failure of alarms, limited O&M
                functionality.

            


    

    


    
      	·  	
              Low
                Severity CSRs are general consultation and minor problems that have
                a
                minor effect on the functionality of the System equipment or software.
                Examples: Faults that do not disturb traffic or causes any loss of
                service, incorrect System printouts, documentation faults, minor
                design
                imperfections, operational
                questions.

            


    

    


     

    (b) Help
      Desk.
      System
      support services for non-emergency CSRs relating to the System equipment or
      software shall be provided through the Help Desk via telephone at *** during
      the
      Normal Working Hours of 8:30 am - 5:00 pm RCC local time (limited to ET, CT,
      MT
      or PT) Monday to Friday, excluding all Ericsson holidays. 

    


    (c)
      Emergency Support.
      Support
      is provided by Ericsson for Emergency CSRs, as defined above, on a 24 hours
      a
      day, 7 days a week basis. Emergency CSR’s must be submitted to Ericsson via
      telephone, at ***. Emergency support consists of telephone support and may
      include on-site support (where, upon RCC's

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          42

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    written
      request for Emergency On-Site Support, Ericsson will dispatch a qualified
      technician to assist RCC with service restoration). It may also include the
      use
      of a remote connection to the node concerned, if authorized by RCC.


    


    (d) Software
      Updates.
      Ericsson shall correct (e.g., by providing a patch, workaround or correction)
      any software error reported by RCC and reproducible by either party. Ericsson
      shall also provide RCC with all generally available Software Updates. As used
      herein, "Software Updates" means corrections to software faults, which will
      contain the appropriate load file, implementation instructions and user
      documentation and which will be tested, prior to supply thereof, on an
      appropriate System test plant. Effective January 1, 2007,
      Software
      Updates for TDMA will be limited to Emergency corrections for in-service
      performance-affecting faults.

    


    1.1
      Customer Service Request (CSR) Performance 

     

    In
      the
      event that Ericsson fails to meet the targeted CSR Performance Average (as
      specified in Table 2 below) during any calendar year of the Term, Ericsson
      shall
      issue RCC a credit toward the Annual System Support Fee calculated as follows:
      

    


    Ericsson
      agrees to issue a credit when it fails to provide a Restoration to 90% of
      Emergency and High CSRs within the times listed in Table 1 in accordance with
      the applicable Accuracy specified therein (“CSR Performance). The CSR
      Performance Average, as set out in Table 2, will be measured as the CSR
      Performance with respect to all closed RCC-issued CSRs for all Emergency and
      High severity CSRs, combined. 

    


    Effective
      January 1, 2007, CSRs relating to TDMA equipment and software in the System
      will
      not be included in the calculation of CSR Performance Average for the purposes
      of determining annual credits due.

    


    Effective
      January 1, 2008, CSRs relating to CDMA equipment and software in the System
      will
      not be included in the calculation of CSR Performance Average for the purposes
      of determining annual credits due.

    


    1.2
      CSR Performance Average.
      

    


    At
      the
      end of the calendar year, and no later than January 31st
      of the
      following calendar year, Ericsson will issue to RCC a credit equal to the credit
      as set forth in Table 2; provided that in no event will the annual credit exceed
      ten percent (10%) of the Annual System Support Fee paid by RCC to Ericsson
      for
      the System. 

     

    If
      the
      annual credit exceeds ten percent (10%) of the Annual System Support Fee in
      any
      calendar year, RCC shall have the right to terminate this Scope of Work, subject
      to providing Ericsson with prior written notice of 30 days.

    


    
      	
              CSR

              Performance

              Average

            	
              Annual

              Credit
                based on Annual System Support Fee

            
	
              90.00%
                or Better

            	
              ***

            
	
              85.00%
                - 89.99%

            	
              ***

            
	
              80.00
                % to 84.99%

            	
              ***

            
	
              75.00%
                to 79.99%

            	
              ***

            
	
              Less
                than 74.99%

            	
              ***

            


    

    


    Table
      2 -
      CSR Performance Average

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          43

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    2.
      Hardware Support

    


    Hardware
      Support Services.
      Ericsson will provide RCC with the following hardware support services
      (“Hardware Support”) for the System (comprised of the network elements purchased
      by Customer from Ericsson and deployed by Customer in its network to the extent
      that Customer purchases Hardware Support for such network elements, but
      excluding the TDMA network elements), in accordance with the following:


    


    
      	(a)  	
              Service
                Execution.
                The operative routine involved in the execution of the Hardware Support
                is
                defined in the Ericsson Hardware Services Logistics Guide, a current
                version of which has been provided to RCC under separate cover. This
                document describes what is required from RCC and Ericsson in order
                to
                obtain an efficient parts repair flow with fast and accurate lead
                times.
                

            


    

    


    
      	(b)  	
              Description
                of Services.
                Ericsson shall, upon receipt of RCC's order for replacement of a
                faulty
                unit covered by this service, ship the replacement unit or the repaired
                unit within the stated Lead Time (see section 2.g).
                

            


    

    


    
      	(c)  	
              Requests
                for Hardware Support.
                RCC shall obtain authorization for Hardware Support according to
                the then
                current Ericsson Hardware Services Logistics Guide. The order number
                assigned and issued by Ericsson shall be used as a reference number
                in any
                future correspondence regarding the
                order.

            


    

    


    
      	(d)  	
              Shipping
                Routine.
                The faulty unit as specified in RCC's order for a repair or a replacement
                part shall be shipped by RCC to Ericsson at RCC's cost and in packing
                approved by Ericsson to the address specified in the Ericsson Hardware
                Services Logistics Guide.

            


    

    


    
      	(e)  	
              Exclusions.
                Calibration of System components and spare parts, remains the
                responsibility of RCC, and is not provided by Ericsson. Consumables,
                such
                as lamps, fuses, batteries, cables, etc., are also excluded from
                the
                Hardware Support services. These parts may be ordered and purchased
                by
                RCC, at an additional charge. Faulty parts sent by RCC to Ericsson
                for
                replacement are not included in these Hardware Support services if
                any of
                the events listed below have occurred. Under such situations, RCC
                agrees
                to pay the then current list price (for part) minus any applicable
                discounts and credits as per the Agreement plus shipping cost for
                replacement of that part.

            


    

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

            


    

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

            


    

    
      	(iii)  	
              Hardware
                damaged through improper storage, misuse, mishandling, packing or
                repair
                by RCC or a third party; 

            


    

    
      	(iv)  	
              The
                part has been combined with other software or hardware other than
                as
                agreed to between the parties in
                writing;

            


    

    
      	(v)  	
              An
                attempt to modify or repair the part by any party other than Ericsson
                has
                occurred; 

            


    

    
      	(vi)  	
              Defect,
                non-conformity or deviation caused by inter-working equipment not
                supplied
                or approved by Ericsson, or any engineering or installation not carried
                out by Ericsson, but not including customary interconnection by standard
                interfaces with other telephony equipment in a manner consistent
                with
                industry practices;

            


    

    
      	 	
              (f)

            	
              Limitations.

            


    

    (i) Service
      requests for parts and materials that have passed last time buy will be repaired
      based on then current availability and corresponding lead time.

    (ii) Emergency
      replacements are based on availability of the requested part in the local region
      where the part is required;

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          44

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    (iii) Emergency
      Replacements are shipped to destinations reachable within 24 hours from
      Ericsson’s supply location using standard and reasonable transportation as
      commercially available, unless other transportation is specifically agreed
      upon;

    (iv) Delays
      in
      customs clearance and other circumstances beyond Ericsson’s control are not
      counted in the calculation of lead times;

    (v) Repair
      capability is only available until January 1, 2007 for RBS 882, some units
      may
      be discontinued earlier;

    (vi) Repair
      capability is only available until January 1, 2007 for BYB 202, some units
      may
      be discontinued earlier;

    


    
      	 	
              (g)

            	
              Performance.
                Standard spare parts replacement lead times (“Lead Times”) are calculated
                from Ericsson’s receipt of the faulty unit to the shipment of the
                replacement equipment from Ericsson’s supply location. Lead Times are
                measured in calendar days. The Lead Times for emergency parts replacement
                are calculated from the issuance of the return material authorization
                (RMA) by Ericsson, to the receipt of the replacement unit by RCC.
                

            


    

    


    
      	
              Hardware
                Support Services

            	
              Lead
                Time

            	
              Accuracy

            
	
               

              Standard
                Spare Parts Replacement Service

            	
               

              21
                Days

            	
               

              95%

            
	
               

              Emergency
                Parts Replacement

            	
               

              24
                Hours

            	
               

              Based
                upon availability

            


    

    


    RCC
      may
      request an emergency parts replacement when it is experiencing a hardware
      failure affecting RCC end-user services, and no known available spare is in
      RCC’s possession. For emergency parts replacement service, RCC shall ship
      replaced item within 10 business days of receipt, or Ericsson will invoice
      RCC
      at the then current list price (for part) minus any applicable discounts as
      per
      the Agreement plus shipping cost for replacement of that part.

    


    3. RCC
      Responsibilities

    


    In
      order
      for Ericsson to be able to supply the Services under this Exhibit
      D, RCC must fulfill the following obligations. RCC shall:

    


    (a)  Allow
      Ericsson to establish remote connection to RCC’s System whenever Ericsson deems
      necessary. Ericsson will receive authorization from RCC prior to establishing
      the connection. Remote connection must provide a secure transmission between
      Ericsson and RCC through encryption and tunneling techniques, such as a Remote
      Support Gateway (RSG). RCC and Ericsson shall test the Remote Connection prior
      to the commencement of the Services and periodically afterwards to ensure
      connectivity;

    


    (b) Provide
      Ericsson with (i) information and documentation in connection with the current
      System’s software and hardware configuration and attached services and (ii)
      regular and accurate statistical information regarding the performance of the
      System as specified in the Procedures Manual;

    


    (c)  Provide
      Ericsson with all necessary information and documentation required to perform
      its obligations under this SOW and to solve a CSR;

    


    (d)
       Allow
      Ericsson to perform periodic audits of the System for its network
      configuration;

    


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

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          45

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    (f) Keep
      an
      operational logbook and record of faults;

    


    (g) Ensure
      its maintenance personnel are sufficient in number and have been adequately
      trained and are competent to carry out RCC's obligations
      stipulated;

    


    (h) Appoint
      suitable personnel for the purpose of liaison with Ericsson relating to the
      Services;

    


    (i) Maintain
      a security back up of RCC generated data/information in the System;

    


    (j) Keep
      the
      System upgraded within the latest two major (2) software release
      levels;

    


    (k) Provide
      Ericsson with full information during and after any incidents and CSRs. This
      includes, but is not limited to, information about network changes, addition
      or
      removal of network elements as well as any pertinent information about events
      leading up to an incident or CSR;

    


    (l) Provide
      Ericsson’s service personnel, at no cost, with appropriate access to the System
      and, while at equipment site, with spare parts and applicable maintenance tools,
      operating supplies and consumable items such as paper, magnetic tapes, ribbons,
      cards, format tapes, disk cartridges and such similar items as RCC would use
      during normal operation;

    


    (m) Provide
      consistent and reliable environmental conditions for the System, including,
      without limitation, temperature, humidity, earthquake control, weather and
      security, in accordance with the applicable specifications;

    


    (n) Report,
      without delay, any changes to the System or in the conditions of its use that
      are likely to affect the Services provided by Ericsson under this Exhibit D;
      

    


    
      	(o)  	
              Provide
                staff to conduct field testing after the loading of Software Updates;
                and

            


    

    


    
      	(p)  	
              Implement
                Software Updates within 30 days for ACA’s (correction packages) and 5 days
                for ECA’s (emergency corrections) and emergency
                bulletins/flashes.

            


    

    


    4. Fees

    


    (a) Annual
      Support Fee.
      The
      annual support fee for the Services (except for the Emergency on-site support
      and Emergency Parts Replacement) includes the following:

    


    1.1 CDMA
      ,GSM, WCDMA/UMTS Support Fees: 

    The
      fees
      for Support Services are set out in Exhibit
      A.

    


    


    1.2 Ericsson
      shall conduct an annual CDMA and GSM audit at the end of each calendar year
      to
      identify each software and hardware element subject to this Exhibit D and
      calculate the CDMA and GSM Support Fees due for the following year. Ericsson
      shall provide this information (the “Audit Results”) to RCC and RCC shall
      independently verify it and advise Ericsson of its acceptance or rejection
      within 30 days of its receipt of the Audit Results, failing which RCC will
      be
      deemed to have accepted them. RCC shall have the right, subject to providing
      written notice of 120 days, to elect not to receive support services for any
      CDMA or GSM Hardware or Software elements by electing to remove such elements
      from the Audit Results. Once Ericsson receives the final Audits Results minus
      any CDMA and GSM Hardware or Software elements RCC elected to remove from the
      Audit Results, Ericsson shall provide a final quote to RCC for the CDMA and
      GSM
      Support Fees due for the following year (“Annual CDMA and GSM Support Fees”),
      RCC shall then issue Ericsson a PO and shall pay the Annual CDMA and GSM Support
      Fees in advance pursuant the PO. 

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          46

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    


    1.3 Each
      quarter Ericsson shall conduct an audit to identify any changes to the software
      and hardware subject to this SOW and calculate the CDMA and GSM Support Fees
      due
      to reflect the changes in the hardware and software (the “Quarterly Audit
      Results”). RCC shall independently verify the Quarterly Audit Results and advise
      Ericsson of its acceptance or rejection within 30 days of its receipt of the
      Quarterly Audit Results, failing which RCC will be deemed to have accepted
      them.
      Once the parties mutually agree to the changes in the CDMA and GSM software
      and
      hardware elements subject to this SOW and the corresponding Support Fees or
      upon
      acceptance or deemed acceptance of the Quarterly Audit Results, Ericsson shall,
      if applicable, provide a quote to RCC for the difference between the CDMA and
      GSM Support Fees due to reflect the changes in the hardware and software and
      the
      Annual CDMA and GSM Support Fees, and RCC shall, if applicable, issue a PO
      and
      shall pay in accordance with the PO. 

     

    (b) Emergency
      On-Site Support Fee
      In the
      event that at RCC‘s request, Ericsson provides on-site support to RCC, RCC will
      pay to Ericsson (i) a fee, on a time and material basis, at the rates according
      to the table below, (ii) the then current prices of the parts and materials
      provided by Ericsson to RCC in connection with such on-site support, (iii)
      the
      travel and living charges in connection with such on-site support as set out
      in
      the table below, and (iv) any out-of-pocket expenses incurred by Ericsson in
      connection with the on-site support. Ericsson will invoice RCC the stated fees
      at the completion of the on-site visit and payment will be made within 15 days
      of the date of the invoice. A minimum of 8 hours will be charged for each
      on-site visit.

    


    On-site
      Support Prices

    
      	
              Item

            	
              Price

            	
              Description/Comment

            
	
              Engineer

            	
              $***/hour
                

            	
              Minimum
                charge is eight hours. Travel and expenses are not included in this
                fee.
                

            
	
              Living
                Expenses

            	
              $***/day

            	
              This
                fee is only applied if staff is not local to site
                assisted.

            
	
              Air
                Travel Expense

            	
              $***/visit
                *

            	
              This
                fee is only applied if staff is not local to site
                assisted.

            


    

    *Other
      travel expenses will be charged if applicable.

    


    (c) Emergency
      Parts Replacement Service.
      In the
      event that at RCC‘s request, Ericsson provides Emergency Parts Replacement
      support to RCC, RCC will pay an emergency service expedite fee of $***for each
      replacement part delivered by Ericsson to RCC on an emergency basis. This fee
      is
      in addition to the Annual System Support Fee in section 1. For hard to reach
      destinations, additional transportation and customs fees may apply for Emergency
      Parts Replacement requests. Fees are due upon RCC’s receipt of the emergency
      replacement unit.

    


    Emergency
      Parts Replacement 

    
      	
              Service

            	
              Net
                Price 

            
	
              Emergency
                Parts Replacement

            	
              $
                ***per
                item

            


    

    


    All
      above
      fees are quoted in U.S. Dollars and exclude applicable taxes and net of any
      discount.

    


    


    


    


    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          47

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    EXHIBIT
      E

    


    EXISTING
      SOFTWARE FEATURES

    


    
      	
              Purchased
                GSM BSS Software Features

            
	
              Ericsson
                Part #

            	
              Description

            
	
              Basic
                Software

            	
               

            
	
              INF
                901 2351/U1

            	
              Centralized
                Operations Support SS+BSS; FM Complete (RC-3 BASIC)

            
	
              Basic
                Software Features

            
	 	
              Cellular
                Network Activity Manager (CNAM)

            
	 	
              Database
                (DB)

            
	 	
              X-Terminal
                Solution (XTERM)

            
	 	
              TMOS
                Security Services (TSS)

            
	 	
              TMOS
                Basic Service (TBS)

            
	 	
              Geographical
                and logical Network Information Presentation (GNIP)

            
	 	
              Standard
                Map (SMP)

            
	 	
              OMC
                Flashboard (OMCFB)

            
	 	
              Database
                Services (TDS)

            
	 	
              OSS
                Client Solution (OCS)

            
	 	
              Command
                Handler (CHA)

            
	 	
              File
                Transfer and Management (FHA)

            
	 	
              Element
                Management Accessories (EMA)

            
	 	
              Basic
                Network Surveillance Interface Manager (BNSI-M)

            
	 	
              Basic
                Network Surveillance Interface Agent (BNSI-A)

            
	 	
              Fault
                Management Viewer (FMV)

            
	 	
              Recovery
                and Diagnostic Tools (RDT)

            
	 	
              CORBA
                Alarm IRP manager (CIRPM)

            
	 	
              SNMP
                Manager (SNMPM)

            
	 	
              Text
                Alarm Toolkit, Runtime (TXTR)

            
	 	
              Basic
                OSS Administration (BOA)

            
	 	
              Command
                Handling, Winfiol (WFIOL)

            
	 	
              External
                Access Module (EAM)

            
	 	
              Fault
                Management Basic (FMB)

            
	
              Premium
                Feature Package

            
	
              INF
                202 1325/NC1

            	
              BTS
                Configuration Management (BCM) SS+BSS

            
	
              INF
                202 1328/NC1

            	
              Measurement
                Result Recording (MRR) SS+BSS

            
	
              INF
                202 1338/NC1

            	
              Network
                Statistics Analyzer (NWS-A) SS+BSS

            
	
              INF
                202 1342/NC1

            	
              Performance
                Statistical Alarms (PSA) SS+BSS

            
	
              INF
                202 1318/NC1

            	
              Radio
                Network Recording (RNR) SS+BSS

            
	
              INF
                202 1340/NC1

            	
              Statistical
                Gateway (SGw) SS+BSS

            
	
              INF
                202 1051/NU

            	
              Report
                Generator, Business Objects

            
	
              INF
                202 1341/NC1

            	
              Statistical
                Data Mart (SDM) SS+BSS

            
	
              INF
                202 1339/NC1

            	
              Statistical
                Measurement Initiator and Administration (SMIA) SS+BSS

            
	
              FAJ
                122 474

            	
              Frequency
                Allocation Support Upgrade

            
	
              FAJ
                122 477

            	
              Neighboring
                Cell Support - GSM, Upgrade

            
	
              FAJ
                122 631

            	
              Traffic
                Estimation Tool, Upgrade

            


    

    


    


    
      	
              Purchased
                GSM BSS Software Features

            
	
              Ericsson
                Part #

            	
              Description

            
	
              Basic
                Software

            	
               

            
	
              FAP
                131 177

            	
              BSS
                Basic R12 SW Package 

            
	
              FAJ
                121 21 /1

            	
              BTS
                - Short Time to Operation

            
	
              FAJ
                121 22 /1

            	
              Support
                of AXE 810 - APG40

            
	
              FAJ
                121 23 /1

            	
              Support
                of AXE 810 - APT1.5

            
	
              FAJ
                121 24 /1

            	
              Increased
                Capacity on Abis

            
	
              FAJ
                121 26 /1

            	
              Transcoder
                Pool Handling

            
	
              FAJ
                121 27 /1

            	
              Easy
                Handling of Managed Objects

            
	
              FAJ
                121 28 /1

            	
              BSS
                R9 System Improvements

            
	
              FAJ
                121 30 /1

            	
              High
                Speed Signaling Link

            
	
              FAJ
                121 050/1

            	
              BSS
                R9.1 System Improvements

            
	
              FAJ
                121 054

            	
              Frequency
                Hopping on 32 Frequencies

            
	
              FAJ
                122 1093/1

            	
              Local
                Synchronization Reference

            
	
              FAJ
                122 117/1

            	
              Flexible
                Channel Allocation

            
	
              FAJ
                122 151/2

            	
              Software
                Load of RBS 2000

            
	
              FAJ
                122 152/2

            	
              Flexible
                SDCCH Handling

            
	
              FAJ
                122 155/2

            	
              Software
                Load of RBS 200

            
	
              FAJ
                122 165/1

            	
              RBS
                2000 Digital Path Supervision

            
	
              FAJ
                122 180/2

            	
              Channel
                Event Recording

            
	
              FAJ
                122 181/1

            	
              Handover
                of Traffic at Channel Blocking

            
	
              FAJ
                122 195/1

            	
              Alarm
                Co-ordination

            
	
              FAJ
                122 197/1

            	
              Alarm
                Suppression

            
	
              FAJ
                122 199/2

            	
              Improved
                Configuration of BTSs

            
	
              FAJ
                122 200/1

            	
              Improved
                RBS 200 Software Download

            
	
              FAJ
                122 202/1

            	
              Data
                Channels

            
	
              FAJ
                122 204/1

            	
              Support
                of A5/1 Ciphering Algorithm

            
	
              FAJ
                122 205/1

            	
              Manual
                Access Control

            
	
              FAJ
                122 209/2

            	
              Handover
                in BSS

            
	
              FAJ
                122 210/2

            	
              Paging

            
	
              FAJ
                122 212/1

            	
              Radio
                Link Failure Supervision

            
	
              FAJ
                122 213/1

            	
              Diversity

            
	
              FAJ
                122 219/1

            	
              Traffic
                Channels Submultiplexing (3 PCM Time Slots per TRX)

            
	
              FAJ
                122 220/3

            	
              Supported
                Combinations of Channel Types per TRX

            
	
              FAJ
                122 221/1

            	
              Switch
                in RBS 200 (Transmission Radio Interface)

            
	
              FAJ
                122 226/1

            	
              AXE
                10/IOG 11 Interface Towards OSS

            
	
              FAJ
                122 231/2

            	
              BSC
                Supervision Functions

            
	
              FAJ
                122 233/3

            	
              Call
                Path Tracing in BSC

            
	
              FAJ
                122 238/8

            	
              Traffic
                and Event Measurements in BSC

            
	
              FAJ
                122 239/5

            	
              Cell
                Traffic Recording

            
	
              FAJ
                122 240/1

            	
              Processor
                and Exchange Load Measurements in BSC

            
	
              FAJ
                122 245/1

            	
              Automatic
                Reconfiguration of BCCH and SDCCH

            
	
              FAJ
                122 246/1

            	
              Automatic
                Reconfiguration of TRAUs (Transcoders)

            
	
              FAJ
                122 247/1

            	
              Redundant
                Control of TRIs

            
	
              FAJ
                122 252/1

            	
              Subscriber
                Identity Confidentiality, Use of TMSI

            
	
              FAJ
                122 253/1 

            	
              Support
                for SMS Point-to Point in BSS

            
	
              FAJ
                122 259/6

            	
              Locating

            
	
              FAJ
                122 264/1

            	
              Loudness
                Adjustment in TRAU

            
	
              FAJ
                122 267/1

            	
              Multiple
                Cells per TG

            
	
              FAJ
                122 273/2

            	
              Initiation
                Handling of Cells

            
	
              FAJ
                122 274/2

            	
              RBS
                200 Digital Path

            
	
              FAJ
                122 276/1

            	
              TRH
                Load Regulation

            
	
              FAJ
                122 279/2

            	
              Undefined
                Neighbouring Cells Recording

            
	
              FAJ
                122 281/1

            	
              Standby
                Synchronization of the TRI

            
	
              FAJ
                122 282/1

            	
              TRH
                Redundancy

            
	
              FAJ
                122 285/1 

            	
              Combined
                Control Channels

            
	
              FAJ
                122 286/1

            	
              Assignment
                to Another Cell

            
	
              FAJ
                122 294/1

            	
              TRA
                Software Handling

            
	
              FAJ
                122 296/3

            	
              Transceiver
                Tester (TRXT) Controlled by BSC

            
	
              FAJ
                122 299/4

            	
              Mobile
                Traffic Record

            
	
              FAJ
                122 300/1

            	
              Back-up
                in Main Store

            
	
              FAJ
                122 305/1

            	
              TRA
                in Pool Handling

            
	
              FAJ
                122 306/1 

            	
              BSS
                Connectivity Test

            
	
              FAJ
                122 309/1 

            	
              PCM-B
                Transmission Link

            
	
              FAJ
                122 311/1

            	
              Dynamic
                Allocation of Transcoder Resources

            
	
              FAJ
                122 313/2

            	
              Release
                of Sequential Events (FORLOPP)

            
	
              FAJ
                122 314/2

            	
              Shorter
                Speech Interrupts at Handover

            
	
              FAJ
                122 316/1

            	
              MNC
                Expansion

            
	
              FAJ
                122 352/1

            	
              Multidrop
                at RBS 2301 (Micro)

            
	
              FAJ
                122 37/1

            	
              Selective
                Restart

            
	
              FAJ
                122 382/1

            	
              Increased
                number of neighbouring cells

            
	
              FAJ
                122 385/1

            	
              2
                Mbit/s E1/G.703 Long Haul

            
	
              FAJ
                122 393/1

            	
              Multidrop
                at RBS 2000 (Macro)

            
	
              FAJ
                122 396/2

            	
              Active
                BA-list Recording

            
	
              FAJ
                122 397/1

            	
              Cell
                Relocation Support Between BSCs

            
	
              FAJ
                122 416/1

            	
              Handling
                of Synchronization Reference

            
	
              FAJ
                122 426/1

            	
              Handling
                of RBS Capabilities

            
	
              FAJ
                122 431/1

            	
              Support
                for Special Cell Configurations

            
	
              FAJ
                122 442/1

            	
              Improved
                Handling of Emergency Calls in RBS

            
	
              FAJ
                122 443/1

            	
              TRC-BSC
                Overload Control

            
	
              FAJ
                122 445/2

            	
              Managed
                Object Recovery

            
	
              FAJ
                122 446/1

            	
              Improved
                BSC-OSS Interworking

            
	
              FAJ
                122 447/2

            	
              Increased
                Paging Capacity

            
	
              FAJ
                122 453/1

            	
              Handling
                of External RBS Hardware

            
	
              FAJ
                122 516/1

            	
              Year
                2000 compliance

            
	
              FAJ
                122 548/1

            	
              System
                Information, GSM Phase 2

            
	
              FAJ
                122 549/1

            	
              GSM
                Phase 2 Support

            
	
              FAJ
                122 550/1

            	
              Switch
                in RBS 2000 (DXU)

            
	
              FAJ
                122 557/2

            	
              Remote
                function change

            
	
              FAJ
                122 557/3

            	
              Remote
                function change

            
	
              FAJ
                122 580/1

            	
              Overload
                Protection in TRH

            
	
              FAJ
                122 581/1

            	
              Flexible
                Alarm Classification

            
	
              FAJ
                122 584/1

            	
              TMA
                dual alarm

            
	
              FAJ
                122 59/1 

            	
              TRH
                Load Distribution

            
	
              FAJ
                122 610/1

            	
              Supervision
                of Digital Paths Connected to the BTS

            
	
              FAJ
                122 699/1

            	
              Mix
                of ETC-Types in BSC

            
	
              FAJ
                122 700/1

            	
              BTS
                Backwards compatibility

            
	
              FAJ
                122 720/1

            	
              Enhanced
                BTS Program & Load of RBS 2000

            
	
              FAJ
                122 830/1

            	
              External
                Alarm Connection and Presentation Locally at Site

            
	
              FAJ
                122 87/1 

            	
              Support
                of 1,020 TRXs

            
	
              FAJ
                122 879/1

            	
              Optimized
                default allocation of MAIO

            
	
              FAJ
                122 893/1

            	
              AXE
                Hardware Inventory in BSC

            
	
              FAJ
                122 904/1 

            	
              Double
                BCCH Allocation (BA) Lists

            
	
              FAJ
                122 908/1

            	
              Support
                for New BTS

            
	
              FAJ
                122 913/1 

            	
              Immediate
                Assignment of TCH

            
	
              FAJ
                122 915/1

            	
              Channel
                Administration

            
	
              FAJ
                122 923/1

            	
              Differential
                Channel Allocation

            
	
              FAJ
                122 994/1

            	
              Support
                of A5/2 Ciphering Algorithm

            
	
              BSS
                Premium Software - Software CAP Features

            
	 	
              BSS
                Premium Software Package

            
	
              FAJ
                121 052/1

            	
              Multi
                Band BSC

            
	
              FAJ
                121 053/1

            	
              Multi
                Band Services

            
	
              FAJ
                121 055/1

            	
              AMR

            
	
              FAJ
                121 056

            	
              GPRS
                coding scheme 3 and 4

            
	
              FAJ
                121 060/1

            	
              Flexible
                Priority Handling of Packet DataChannels 

            
	
              FAJ
                122 067/1

            	
              LAPD
                Concentration

            
	
              FAJ
                122 072/1

            	
              OMT
                License (BSS R9)

            
	
              FAJ
                122 078/1

            	
              Transmitter
                Coherent Combining (TCC)

            
	
              FAJ
                121 32/1

            	
              Quality
                of Service & Scheduling/64kbps

            
	
              FAJ
                121 50/1

            	
              Real
                Time Event Data

            
	
              FAJ
                121 51/2

            	
              Flexible
                Positioning Support 

            
	
              FAJ
                121 52/1

            	
              Extended
                Range Cell 121 km

            
	
              FAJ
                121 53/1

            	
              BCCH
                in Overlaid Subcell

            
	
              FAJ
                122 89/1

            	
              LAPD
                Multiplexing, RBS 2000

            
	
              FAJ
                122 256/1

            	
              Discontinuous
                Transmission (DTX) Uplink

            
	
              FAJ
                122 260/3

            	
              Dynamic
                MS Power Control

            
	
              FAJ
                122 284/5

            	
              SMS
                Cell Broadcast

            
	
              FAJ
                122 287/1

            	
              Discontinuous
                Transmission (DTX) Downlink

            
	
              FAJ
                122 288/1

            	
              Frequency
                Hopping

            
	
              FAJ
                122 289/1

            	
              Handover
                of SDCCH Priced 

            
	
              FAJ
                122 290/2

            	
              Intra-cell
                Handover

            
	
              FAJ
                122 315/1

            	
              Half
                Rate Channels

            
	
              FAJ
                121 329/1

            	
              Enhanced
                Full Rate (EFR)

            
	
              FAJ
                122 344/1

            	
              Transmission
                Performance

            
	
              FAJ
                122 345

            	
              Remote
                Operation and Maintenance Terminal

            
	
              FAJ
                122 357/1

            	
              1.5
                Mbit/s T1/DS1 Long Haul 

            
	
              FAJ
                122 381/1

            	
              NF
                381.1 Adaptive Config of SDCCHs-

            
	
              FAJ
                122 395/1

            	
              Frequency
                Allocation Support

            
	
              FAJ
                122 398/1

            	
              Frequency
                re-configuration with minimum disturbance

            
	
              FAJ
                122 399

            	
              Statistics
                Based on Measurement Results

            
	
              FAJ
                122 428/1

            	
              Advanced
                Handling of Fast Moving Mobiles

            
	
              FAJ
                122 429/1

            	
              Handover
                Power Boost 

            
	
              FAJ
                122 430/1

            	
              Dynamic
                Overlaid/Underlaid Subcells

            
	
              FAJ
                122 433/1

            	
              Efficient
                Priority Handling

            
	
              FAJ
                122 435/1

            	
              Support
                of Remote BSC 

            
	
              FAJ
                122 438/2

            	
              High
                Speed Circuit Switched Data (HSCSD)

            
	
              FAJ
                122 524/1

            	
              TX
                - Diversity (2301 only) 

            
	
              FAJ
                122 534/1

            	
              TX
                Diversity (BSC SW) 

            
	
              FAJ
                122 572/2

            	
              GPRS
                Support per 64kbps

            
	
              FAJ
                122 573/1

            	
              HCS
                supprt for m-layered ntwrks 

            
	
              FAJ
                122 574/1

            	
              14.4
                kbit/s Circuit Switched Data

            
	
              FAJ
                122 582/2

            	
              Dynamic
                Half Rate Allocation

            
	
              FAJ
                122 583/1

            	
              SQS,
                Speech quality supervision

            
	
              FAJ
                122 594/1

            	
              Software
                Power Boost 

            
	
              FAJ
                122 639

            	
              Mobile
                Crosstalk Control (MCC)

            
	
              FAJ
                122 854/1 

            	
              RBS
                2000 synchronisation 

            
	
              FAJ
                122 870/1

            	
              Flexible
                MAIO Management

            
	
              FAJ
                122 909/1

            	
              Idle
                Channel Measurement

            
	
              FAJ
                122 910/3

            	
              Dynamic
                BTS Power Control

            
	
              FAJ
                122 911/1

            	
              Cell
                Load Sharing

            
	
              FAJ
                121 588

            	
              U-TDOA
                Support (Lb+ interface) - Added ($170)

            
	
              INF
                902 1817/1

            	
              Support
                for 1024 cells in BSC - Added 2006
                Addendum

            


    

    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          48

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    


    
      	
              BSS
                Premium Optional Software Features - Purchased on some
                sites

            
	
              FAJ
                121 353/1

            	
              AMR
                Power Control

            
	
              FAJ
                121 358/1

            	
              AMR
                Half Rate

            
	
              FAJ
                121 31/1

            	
              EDGE
                SW including BTS EDGE SW and BSC EGPRS SW

            
	
              FAJ121589/1
                

            	
              ECGI
                Support in BSC per tru

            
	
              FAJ121588/1
                

            	
              ECGI
                Support in BSC per tru

            


    

    


    


    
      	
              Purchased
                MSC Software

            
	
              Ericsson
                Part #

            	
              Description

            
	
              Basic
                Software

            	 
	
              FAP
                131 138

            	
              MSC
                Basic R12 SW

            
	
              FAJ
                122 01/2

            	
              Basic
                Traffic Control in MSC/VLR

            
	
              FAJ
                122 04/1

            	
              Roaming
                in MSC/VLR

            
	
              FAJ
                122 06/1

            	
              Call
                Routing

            
	
              FAJ
                122 07/1

            	
              IMSI
                Attach/Detach

            
	
              FAJ
                122 08/2

            	
              Basic
                Mobile Switching Services

            
	
              FAJ
                122 09/1

            	
              DTMF
                Signalling

            
	
              FAJ
                122 17/6

            	
              Handover
                in MSC/VLR

            
	
              FAJ
                122 18/4

            	
              Basic
                Security Features in MSC/VLR

            
	
              FAJ
                122 24/3

            	
              Administration
                of Data in MSC/VLR

            
	
              FAJ
                122 31/1

            	
              MS
                Purging in MSC/VLR

            
	
              FAJ
                122 33/4

            	
              Performance
                Management in MSC/VLR

            
	
              FAJ
                122 35/3

            	
              Handling
                of Reset in MSC/VLR

            
	
              FAJ
                122 36/3

            	
              Tracing

            
	
              FAJ
                122 42/1

            	
              Activity
                Supervision

            
	
              FAJ
                122 52/6

            	
              Base
                Station System Application Part in MSC/VLR

            
	
              FAJ
                122 120/2

            	
              ANSI
                ISUP

            
	
              FAJ
                122 131/1

            	
              Definition
                of Geographical Locations

            
	
              FAJ
                122 132/1

            	
              Provision
                of Location

            
	
              FAJ
                122 158/1

            	
              Load
                Management

            
	
              FAJ
                122 159/2

            	
              Test
                and Fault Management

            
	
              FAJ
                122 175/1

            	
              Analogue
                Test Telephone

            
	
              FAJ
                122 188/1

            	
              GSM
                phase 2 signalling for supplementary services

            
	
              FAJ
                122 222/3

            	
              Support
                of Multiple Speech Coders

            
	
              FAJ
                122 295/1

            	
              Automatic
                Lifeline Testing

            
	
              FAJ
                122 296/1

            	
              Automatic
                Backup Handling

            
	
              FAJ
                122 328/1

            	
              MNC
                Expansion

            
	
              FAJ
                122 341/1

            	
              Application
                Modularity (AM) in AXE

            
	
              FAJ
                122 379/1

            	
              ISUP
                Monitor

            
	
              FAJ
                122 479/1

            	
              7-Digit
                Dialing

            
	
              FAJ
                122 598/3

            	
              Remote
                Software Change

            
	
              FAJ
                122 623/1

            	
              Keeping
                of VLR Data

            
	
              FAJ
                122 662/1

            	
              Duplication
                of Recordable Phrases

            
	
              FAJ
                122 826/1

            	
              Back-Up
                in Main Store

            
	
              FAJ
                122 880/1

            	
              TCP/IP
                support in MSC

            
	
              FAJ
                122 897/1

            	
              AXE
                Hardware Inventory

            
	
              FAJ
                122 919/1

            	
              Common
                Channel Signalling System No. 7, ITU Type 

            
	
              FAJ
                122 920/1

            	
              Common
                Channel Signalling System No. 7, ANSI Type 

            
	
              FAJ
                122 922/4

            	
              Mobile
                Application Part (MAP)

            
	
              FAJ
                122 926/5

            	
              AXE
                Hardware Supported by MSC/VLR

            
	
              FAJ
                122 948/1

            	
              Roaming
                between GSM and WCDMA

            
	
              FAJ
                122 949/2

            	
              Media
                Gateway Selection

            
	
              FAJ
                122 953/1

            	
              Datacom
                Base

            
	
              FAJ
                122 957/2

            	
              Basic
                Charging

            
	
              FAJ
                122 1017/1

            	
              Message
                at Call Set-up

            
	
              FAJ
                122 1030/1

            	
              Support
                for Automatic Correction Deployment

            
	
              FAJ
                122 1071/1

            	
              Equal
                Access in MSC

            
	
              FAJ
                122 1073/1

            	
              Feature
                Group B and D

            
	
              FAJ
                122 1076/1

            	
              Transmission
                Maintenance of T1

            
	
              FAJ
                122 1086/1

            	
              SS7
                Performance Management

            
	
              FAJ
                122 1087/1

            	
              R1
                Signaling

            
	
              FAJ
                122 1132/2 

            	
              Release
                of sequential events (Forlopp)

            
	
              FAJ
                122 1150/1

            	
              Propagation
                Delay Determination Procedure in MTS

            
	
              FAJ
                122 1151/3

            	
              ETSI-ISUP
                (ISUP 4.6)

            
	
              FAP
                131 137

            	
              MSC
                Extended Basic R10 SW Package

            
	
              FAJ
                122 03/1

            	
              Transmission
                Performance Supervision of T1 Trunks 

            
	
              FAJ
                122 11/3

            	
              Call
                Forwarding Services in MSC/VLR

            
	
              FAJ
                122 13/2

            	
              Call
                Barring Services in MSC/VLR

            
	
              FAJ
                122 20/1

            	
              Accounting

            
	
              FAJ
                122 55/1

            	
              Announcement
                on ringtone time out

            
	
              FAJ
                122 68/2

            	
              Fax
                Service

            
	
              FAJ
                122 69/2

            	
              Call
                Waiting and Call Hold

            
	
              FAJ
                122 90/1

            	
              Multi
                Party Service

            
	
              FAJ
                122 91/2

            	
              Calling
                Line Identification Services

            
	
              FAJ
                122 93/3

            	
              Operator
                Determined Barring in MSC/VLR

            
	
              FAJ
                122 97/1

            	
              Announcement
                at Disconnection (Post Answer)

            
	
              FAJ
                122 99/1

            	
              Routing
                of Call from a Grey listed IMEI

            
	
              FAJ
                122 108/1

            	
              FTAM

            
	
              FAJ
                122 141/1

            	
              SS7
                Supervision

            
	
              MSC
                Premium Software - Software CAP Features

            
	 	
              MSC
                Premium Software Package

            
	
              FAJ
                122 15/4

            	
              Advice
                of Charge in MSC/VLR

            
	
              FAJ
                122 63/1

            	
              National
                Roaming

            
	
              FAJ
                122 66/5

            	
              Short
                Message Services 

            
	
              FAJ
                122 73

            	
              Single
                Personal Number in MSC/VLR

            
	
              FAJ
                122 85/1

            	
              MAP
                based interface MSC/VLR-EIR

            
	
              FAJ
                122 86/2

            	
              MAP
                based interface MSC/VLR-SMS-C

            
	
              FAJ
                122 95/2

            	
              Dual
                Numbering in MSC/VLR

            
	
              FAJ
                122 129

            	
              Geographical
                Differentiated Charging

            
	
              FAJ
                122 130/1

            	
              Handling
                of Half Rate

            
	
              FAJ
                122 138/1

            	
              Local
                Subscription

            
	
              FAJ
                122 139/1

            	
              Regional
                Subscription

            
	
              FAJ
                122 177

            	
              Unstructured
                SS Data in MSC/VLR

            
	
              FAJ
                122 207

            	
              Support
                of Multiple Frequency Bands in MSC/VLR

            
	
              FAJ
                122 329/1

            	
              Support
                for Subscription Type Dependent Analysis

            
	
              FAJ
                122 339

            	
              HLR
                Initiated Call Tear Down

            
	
              FAJ
                122 354/1

            	
              Linking
                of Call Data Records in MSC and SSF

            
	
              FAJ
                122 448/1

            	
              Linking
                of Call Data Records Inter - MSC

            
	
              FAJ
                122 460/1

            	
              Account
                Codes in MSC/VLR

            
	
              FAJ
                122 468

            	
              Local
                Number Portability

            
	
              FAJ
                122 469

            	
              Mobility
                Related Triggers in MSC/VLR

            
	
              FAJ
                122 493

            	
              Call
                in Progress Tone

            
	
              FAJ
                122 500/1

            	
              Geographic
                Co-ordinates in MSC/VLR

            
	
              FAJ
                122 514/1

            	
              ANSI-/ITU
                SCCP Overhead Converter

            
	
              FAJ
                122 525/2

            	
              FCC
                E911 Service

            
	
              FAJ
                122 535/2

            	
              Event
                Triggered Call Data Record

            
	
              FAJ
                122 568/4

            	
              Legal
                Intercept in MSC/VLR

            
	
              FAJ
                122 587/1

            	
              IAS
                Central Access Server

            
	
              FAJ
                122 611

            	
              Support
                of GPRS Mobiles in Operation Mode Aor B

            
	
              FAJ
                122 619/1

            	
              eMLPP

            
	
              FAJ
                122 624/2

            	
              Support
                of Mobile Traffic Recording

            
	
              FAJ
                122 861/1

            	
              Enhanced
                Emergency Call Routing

            
	
              FAJ
                122 883

            	
              Flexible
                Varable Phase handling for Announcement Services

            
	
              FAJ
                122 898/1

            	
              Mobile
                Cross-Talk Control for Echo Cancellers

            
	
              FAJ
                122 899/2

            	
              Radio
                Network Call Release Reason in CDR

            
	
              FAJ
                122 927/1

            	
              Gateway
                Message Screening

            
	
              FAJ
                122 935/1

            	
              Internet
                IWF

            
	
              FAJ
                122 954

            	
              High
                Speed datacom Service

            
	
              FAJ
                122 984

            	
              Hot
                Billing

            
	
              FAJ
                122 1009/1

            	
              SMS
                Contents Based Charging

            
	
              FAJ
                122 1011/2

            	
              Positioning

            
	
              FAJ
                122 1016

            	
              Support
                of Equivalent PLMN

            
	
              FAJ
                122 1021

            	
              Support
                for Text Telephony (TTY) 

            
	
              FAJ
                122 1117

            	
              Mobile
                Subscriber Priority Level for Channel Allocation

            
	
              FAJ
                122 1131/1

            	
              Enhanced
                IMEI check

            
	
              FAJ
                122 1155/4

            	
              Circuit
                Pool Handling

            
	
              FAJ
                122 1157

            	
              Indication
                of Mobile Tariff Area to Mobile Subscriber

            
	
              FAJ
                122 1159/1

            	
              Supervision
                and disconnection of long duration cal

            
	
              FAJ
                121 301/1

            	
              CAMEL
                Phase 3 Support (Added 2006)

            
	
              FAJ
                121 331/1

            	
              Optimal
                Routing at Late Call Forwarding (Added 2006)

            
	
              FAJ
                121 396/1

            	
              Wireless
                Priority Service - Initial Operating Capability (Added
                2006)

            
	
              FAJ
                122 499/1

            	
              Extended
                CAMEL Support (Added 2006)

            
	
              FAJ
                122 618/2

            	
              CAMEL
                Phase 2 Support (Added 2006)

            


    

    


    


    


    


    


    
      
        
          


          


          ***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.

          


          RCC
            and
            Ericsson Confidential & Proprietary

          Restated
            and Amended Master Purchase Agreement

          
          

        

        
          49

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED Exhibit 10.11(c) Redacted 

        

      

    

    


    EXHIBIT
      F

    


    REDACTED
      COPY

    OF

    RESTATED
      AND AMENDED MASTER PURCHASE AGREEMENT

    


    


    See
      Attached.