exv10w3w9



 








Exhibit 10.3.9




AMENDMENT NO. 9 TO THE AMENDED AND RESTATED

SYSTEM EQUIPMENT PURCHASE AGREEMENT




     THIS AMENDMENT NO. 9 (this “Amendment” or “Amendment No. 9”) is made and entered into by and
between Cricket Communications, Inc., a Delaware corporation (“Owner”) and Lucent Technologies
Inc., a Delaware corporation (“Vendor”), collectively (the “Parties”) and is effective as of
January 11, 2006 (the “Amendment No. 9 Effective Date”).



RECITALS




     A. WHEREAS, Owner and Vendor are parties to that certain Amended and Restated System Equipment
Purchase Agreement, dated as of June 30, 2000 (the “SEPA”), as amended by Amendment No. 1,
effective March 22, 2002 (“Amendment No. 1”), Amendment No. 2, effective March 22, 2002 (“Amendment
No. 2”), Amendment No. 3, effective March 22, 2002 (“Amendment No. 3”), Amendment No. 4, effective
September 10, 2002 (“Amendment No. 4”), the Letter Agreements dated September 30, 2002 and December
30, 2002 (the “Letter Agreements”), Amendment No. 5, executed on September 23, 2003 (“Amendment No.
5”), Amendment No. 6 effective February 4, 2004 (“Amendment No. 6”), Amendment No. 7 effective
January 1, 2005 and Amendment No. 8, effective October 1, 2005 (“Amendment No. 8”); The SEPA,
Amendment Nos. 1-8 and the Letter Agreements are collectively referred to herein as (the “Contract”
or “SEPA”).



     B. NOW, THEREFORE, incorporating the Recitals herein, and for other good and valuable
consideration, the receipt and legal sufficiency of which are hereby acknowledged, and intending to
be legally bound hereby, Vendor and Owner agree as follows:



1. EFFECTIVE DATE AND TERM OF AMENDMENT NO. 9



This Amendment shall become effective as of the Amendment No. 9 Effective Date stated above and
shall be coterminous with the SEPA.




2. SCOPE



Except as expressly modified herein, the terms of the SEPA, including all attachments, shall remain
in full force and effect. To the extent there may be any conflicts as related to the subject
matter herein, the documents shall control and take precedence in following order: (a) this
Amendment; (b) the SEPA; and (c) attachments to the SEPA.



All capitalized terms not otherwise defined herein shall have the same meaning and effect as
in the SEPA.




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3. AGREEMENT MODIFICATIONS



3.1 Scope: 



Vendor and Owner desire (a) to confirm their mutual understanding regarding performance of
Integration Services and related prices with respect to the provision by Vendor of Services related
to the Equipment and Software purchases by Owner under Amendment No. 8, (b) to set forth their
agreement regarding EvDO Optional Software Features and Owner upgrade to 4.0 Modcell voice
carriers; and (c) to amend certain invoicing and payment terms in the Agreement.



3.2 Services included in Amendment No. 8 Prices:



The Parties agree that the Services included in Amendment No. 8 as Engineering and Installation are
as described in Attachments E1 and E2, and specifically exclude Integration (as described in
Attachments A1, A2 and A3) and RF Optimization (as described in Exhibit G to the Agreement).



3.3 Services included in this Amendment No.9:



Vendor offers the following additional Services from Vendor related to deployment of EvDO for
Owner’s Amendment No. 8 Existing Markets and New Markets. Where a price is quoted “per Market,”
such price is not conditioned on Owner’s purchase of the Service for any minimum number of Markets
unless otherwise stated.





			
	§	 	Core Integration Services:






Core Integration Services, including Integration of DO-RNC, Juniper and Riverstone, plus Low
Level Design and Bulk Data Provisioning as defined in the following Statements of Work:




	 	•	 	 Attachment A1 — 1xEV-DO Radio Network Controller (RNC) Integration
SOW
	 
	 	•	 	Attachment A2 — 1xEV-DO L2 Switch Integration SOW
	 
	 	•	 	Attachment A3 — 1xEV-DO Aggregate Router Integration SOW
	 
	 	•	 	Attachment A4 — 1xEV-DO Cell Low Level Design SOW
	 
	 	•	 	Attachment A5 — 1xEV-DO Bulk Data Provisioning (BDP) SOW




The above EvDO Core Integration Services shall be priced at [* * *] per MSC; total price [* * *]
for up to [* * *] MSCs in Owner’s Amendment No. 8 Existing Markets.




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	§	 	BTS Integration Services:






Vendor performance of BTS Integration Services, as defined in the following Statement of
Work, shall consist of DO carrier Integration in Owner’s [* * *] Markets at the price of [*
* *] or [* * *]:




	 	•	 	Attachment B — 1xEV-DO Cell Integration Service SOW






Owner may request that BTS Integration Services for one (1) cluster (consisting of [* * *] of
the [* * *] carriers being provided [* * *]) be performed in Owner’s [* * *] Market [* * *]
in lieu of all [* * *] carriers being restricted to Owner’s [* * *] Market. For any carriers
above [* * *] and for all other Markets, Owner has the option of performing the BTS
integration services (“[* * *] integration”), or purchasing the BTS Integration Services from
Vendor at the price of [* * *].




			
	§	 	Support Services for [* * *] Integration:






To assist Owner with a smoother transition with respect to Owner’s BTS [* * *] integration, in
those Markets in which Owner elects to perform BTS [* * *] integration, Vendor offers the
following limited (see below) [* * *] integration support Services. These optional Services
will assist Owner with Owner’s BTS [* * *] integration in the event of unforeseen integration
problems, which may arise in Owner’s initial Markets.




a) Vendor offers and Owner may elect to purchase Vendor’s optional BTS On-Site Integration
Consultancy and BTS Remote Integration Consultancy for Markets in which Owner [* * *]
integration. These Services are highly recommended by Vendor to be performed prior to Owner’s
utilization of Vendor’s BTS [* * *] Integration Remote Technical Support.




	 	•	 	BTS On-Site Integration Consultancy, if purchased by Owner, shall be provided at [*
* *] per week [* * *] per Market.
	 
	 	•	 	BTS Remote Integration Consultancy, if purchased by Owner, shall be provided at [*
* *] per week for [* * *] per Market.






BTS On-Site Consultancy (for [* * *]) and BTS Remote Consultancy (for [* * *]) if
purchased must be purchased by Owner as a package for [* * *] of Consultancy






	 	•	 	Vendor’s BTS On-Site and BTS Remote Integration Consultancy shall be provided
pursuant to the following Statement of Work.






	 	 	 	§      Attachment C — 1xEV-DO Base Station Consultant SOW





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b) Vendor offers and Owner may purchase, Vendor’s optional BTS [* * *] Integration Remote
Technical Support in Markets in which Owner will perform BTS [* * *] integration. Vendor’s BTS
[* * *] Integration Remote Technical Support shall be provided pursuant to the following
Statement of Work.




	 	 	 	§        Attachment D — BTS [* * *]
Integration Remote
Technical Support SOW






	 	•	 	Provided Owner purchases both Services in a) above for any Market, the price for
that Market for Vendor’s BTS [* * *] Integration Remote Technical Support shall be [*
* *] for [* * *] months of Service.
	 
	 	•	 	Should Owner not purchase the Services in a) above for any Market, the price for
that Market for Vendor’s BTS [* * *] Integration Remote Technical Support shall be [*
* *] for [* * *] months of Service.






Vendor shall provide up to [* * *] of Vendor’s Services purchased per a) and b) above [* * *].




[* * *] Vendor will also provide to Owner appropriate Documentation for [* * *] integration of
the EvDO carriers.



3.4 Integration Services Provided [* * *]



Vendor shall provide to Owner [* * *] Integration related Services in Section 3.3 above [* * *] as
described in Section 3.4.1, provided Owner purchases such Services as outlined below and further
provided Owner awards the build-out of the System for Owner’s [* * *] Market to Vendor with respect
to the Products and Services offered to Owner under the SEPA. Purchase orders for all integration
Services provided [* * *] (as described in subsection 3.4.1 below, plus [* * *] of support Services
under subsection 3.4.2 below), must be received by Vendor by [* * *]. Purchase orders for MSC
Products and Services for Owner’s [* * *] market must be received by Vendor by [* * *]. Purchase
orders for BTS Products and Services shall follow as mutually agreed to. Should Owner not fulfill
the obligations in the immediately preceding 2 sentences, Vendor shall be entitled to immediately
[* * *]




3.4.1 Purchases [* * *]



If Owner issues Purchase Orders for the Services in Section 3.3 for the following by [* * *],
Vendor shall provide [* * *] the Services ordered as described in this Section 3.4.1:





	 	 	 	§       Core Integration Services for up to [* * *] MSCs in Owner’s Amendment No. 8
Existing Markets.





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		§	 	 BTS Integration Services for up to [* * *] carriers for Owner’s [* * *]
Market ([* * *] of which may be for the [* * *] Market instead).




For each of the MSCs for which Owner issues a Purchase Order for the Core Integration Services by
[* * *], Vendor shall provide [* * *] the Services ordered [* * *] in total value. Vendor shall
provide the first [* * *] of BTS Integration Services as described above to Owner [* * *], provided
that the Purchase Order for such Services is received by [* * *].




3.4.2 Owner’s Option to Purchase:



Owner may also purchase support Services offered per Section 3.3 a) and/or b) as described above.
Should Owner purchase, as offered, support Services in Section 3.3 a) and/or b) above, Vendor shall
provide [* * *] of such purchased Services [* * *].




3.4.3 Limits on Integration Related Services [* * *]:



Vendor shall not be required to provide [* * *], Services under Section 3.3 above to Owner valued
at more than [* * *].




3.5 Additional EvDO Integration Services:



Should Owner decide to purchase EvDO Integration Services above and beyond those outlined in
Section 3.3 above, or above the value
of [* * *] in Section 3.4.3 above (of which [* * *] is
specifically related to Core Integration Services for up to [* * *] MSCs in Owner’s Amendment No. 8
Existing Markets), then such Services shall be priced at the same rates as outlined in Section 3.3
above and Attachment F.




3.6 Engineering and Installation Services:



Engineering and Installation Services to be performed by Vendor related to the Equipment and
Software purchases by Owner under Amendment No. 8 shall be performed pursuant to the following
Statements of Work:





	 	•	 	Attachment E1 — Engineering and Installation MSC Core SOW
	 
	 	•	 	Attachment E2 — Engineering and Installation BTS SOW





3.7 Supplemental EvDO Configuration Data



Exhibits 1 and Exhibit 2 attached to this Amendment shall be incorporated into the SEPA as Exhibit
1 and Exhibit 2 to Attachment C of Amendment No. 8. These configurations represent those EvDO
elements as mutually agreed to by Owner and Vendor for Owner to deploy EvDO in Amendment No. 8
Existing Markets and New Markets.




3.8 EvDO Optional Software Features




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3.8.1 EvDO Optional Feature – CY2006



With respect to EvDO Rev 0 Optional Software Features and [* * *] and [* * *] for multi-blocks, the
parties agree that for EvDO Markets launched during [* * *] on EvDO Rev 0 and CDMA Release 26,
Vendor shall make available to Owner the [* * *] EvDO Optional Features listed below [* * *],
provided the features are activated [* * *]. The EvDO Optional Features are as follows:




	 	 	 	 	 
	Feature Name	 	Release	 	FID
	[* * *]

	 	[* * *]
	 	[* * *]






3.8.2 EvDO Optional Feature – CY2007 and Beyond



For EvDO Markets launched in calendar year 2007 and beyond, Owner shall pay, in addition to the
prices in Amendment No. 8, [* * *] per RNC per year for up to [* * *] EvDO Rev 0 Optional Features,
as defined in the Software Planning Guides, included as Attachment G. The product roadmap outlined
in Attachment G provided under this clause is provided by Vendor solely to inform Owner of Vendor’s
current plan of record, with respect to any feature not already generally available, and both
parties hereby agree that such information does not form a commitment of any kind on either party
in relation to this Amendment or the SEPA. Should Owner activate any of the [* * *] features in
3.8.1 above in calendar year 2007 and beyond, those activated features shall count towards the [* *
*] available under this Section 3.8.2.




3.8.3 EvDO Optional Features [* * *]



Vendor shall provide to Owner the two (2) EvDO Optional Features below for EvDO Rev 0 and EvDO Rev
A [* * *] per Amendment No. 8:




	 	 	 	 	 
	Feature Name	 	Release	 	FID
	[* * *]

	 	[* * *]
	 	[* * *]






 3.9 F3 to F4 Growth in Multi-Blocks



For each multi-block site requiring an additional [* * *] for EvDO Rev 0, Vendor will provide a [*
* *] in exchange for the [* * *]. Owner shall be responsible
for de-installation and removal of [* * *]. Should Owner desire Vendor to perform de-installation Services, Vendor shall do so at
the rate of [* * *] per site. [* * *] to be returned to Vendor shall be comprised of [* * *] and
current [* * *] inclusive of the elements listed in Attachment H.



Should Owner chose not to return the [* * *] to Vendor, then Owner shall pay the purchase price of
[* * *] per unit for each new [* * *] ordered.



Notwithstanding anything contained in this Section 3.9, any combination of i) exchanging the [* *
*] for a [* * *] or ii) purchasing outright the [* * *] for the special price of [* * *] is limited
to a maximum aggregate quantity of 100 new [* * *].




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3.10 Scope and Clarification of Shipment and Invoicing – Section 5.3 of SEPA: 



Vendor and Owner desire to confirm their mutual understanding regarding certain requirements and
clarifications around the shipment and invoicing for Products ordered by Owner. This Section
reflects the agreement between the Parties with respect to each Party’s rights and obligations with
respect to shipping and invoicing for Products. The following Section 5.4 is hereby added to the
SEPA.





“5.4 Products Ordered During Periods When Lucent Extends Credit Terms.




In lieu of the provisions of Section 5.3(a) (including subparagraphs (a), (b) and (c)
thereof), the following provisions (plus Sections 5.3(b) and (c) (not to be confused with
the subparagraphs of Section 5.3(a) being replaced)) shall apply during all periods when
Vendor is extending [* * *] or other credit terms to Owner.




(a) Products Ordered Requiring Vendor Installation:




For all Products ordered by Owner for which Vendor will i) perform Installation Services
and ii) first ship such Products to a Lucent staging center (“LSC”) prior to being shipped
to the final Site designated by Owner, Vendor shall invoice Owner for such Products at the
point in time when such Products are shipped from [* * *]. Notwithstanding the preceding,
provided such Products are ready to ship [* * *] and should the Site not be ready to
receive the Products for installation by the dates agreed to by the Parties due to Owner,
Owner’s Subcontractor, or other third party (other than third parties performing services
or providing products on behalf of Vendor) not completing their respective obligations as
to Site readiness (e.g. Site security or other pre-installation requirements not being
completed by the scheduled date for installation) by the installation date agreed to by the
Parties, then Vendor may at its option, then invoice Owner for such Products based on the
scheduled installation date. Vendor will use commercially reasonable judgment in
exercising this option.




(b) Products Ordered Not Requiring Vendor Installation:




For all Products ordered by Owner i) not requiring installation by Vendor or ii) not first
shipped to [* * *], but shipped directly from the manufacturing facility to
the Site, Vendor shall invoice Owner when such Products are shipped from the manufacturing
facility.




(c)  Non-Recurring Services Invoicing:




Non-recurring Services (e.g. engineering, Installation, Integration, optimization, or other
optional Services offered by Vendor) shall be invoiced, as the Work is performed, but not
more often than monthly unless otherwise agreed to in the governing statement of work for
such Services.



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(d) Recurring Services Invoicing:




Recurring Services (e.g. maintenance an support Services such as ARMF, RES, RS&R, RTSA)
shall be invoiced consistent with the provisions of the governing statement of work for
such Services, or, if there are no such governing provisions, shall be invoiced in advance
of the Service being performed.




(e) Payment of Invoices:




Unless otherwise mutually agreed to in a separate written document, Owner shall pay such
undisputed invoices within [* * *] days of the invoice date. Payments shall be made via
electronic funds transfer, per the information provided by Vendor, such that payment is
received by Vendor’s banking institution by the payment due date.”



3.11  Attachments:




The following Attachments (SOWs and related pricing) are hereby incorporated by reference herein:

Attachment A1

Attachment A2

Attachment A3

Attachment A4

Attachment A5

Attachment B

Attachment C

Attachment D

Attachment E1

Attachment E2

Attachment F

Attachment G

Attachment H

Exhibit 1

Exhibit 2




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IN WITNESS WHEREOF, the authorized representatives of the parties hereto have executed this
Amendment No. 9 on the dates set forth below.




	 	 	 	 	 	 	 	 	 	 	 
	OWNER	 	VENDOR
	 
	 	 	 	 	 	 	 	 	 	 
	Cricket Communications, Inc.	 	Lucent Technologies Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Dean M. Luvisa	 	By:	 	/s/ Ed L. Rhodes	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name: Dean Luvisa	 	Name: Ed L. Rhodes
	 
	 	 	 	 	 	 	 	 	 	 
	Title: CFO	 	Title: Contract
Management Dir.
	 
	 	 	 	 	 	 	 	 	 	 
	Date: 2/16/06	 	Date: 03/01/06






Page 9 of 9





 










 






	 	 	 
	 

	 	
	Cricket — Albuquerque — 1XEV-DO

	 	STARS #: MWS-06-000044-A1






AMENDMENT 9 ATTACHMENT A1



LUCENT TECHNOLOGIES



STATEMENT OF WORK



Cricket’s



1xEV-DO
Radio Network Controller
 (RNC) Integration



November 10, 2005




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	 	STARS #: MWS-06-000044-A1






	 	 	 	 	 
	Table of Contents
	 	 	 	 
	 
	1 INTRODUCTION
	 	 	3	 
	 
	Description of Services
	 	 	4	 
	 
	2 1XEV-DO RNC INTEGRATION
	 	 	4	 
	 
	2.1 Elements of Work and Lucent Responsibilities
	 	 	4	 
	2.1.1 Description
	 	 	4	 
	2.1.2 Tasks
	 	 	4	 
	2.1.3 Deliverables
	 	 	5	 
	2.2 Customer Responsibilities
	 	 	5	 
	2.3 Schedule / Timeline
	 	 	6	 
	2.4 Exclusions
	 	 	6	 
	2.5 Assumptions
	 	 	7	 
	2.6 Service-Specific Acceptance
	 	 	7	 
	 
	3 GENERAL TERMS
	 	 	8	 
	 
	3.1 Conditions
	 	 	8	 
	3.2 Change Management
	 	 	8	 
	3.3 Acceptance/Warranty
	 	 	8	 
	 
	4 PRICING SECTION
	 	 	9	 
	 
	4.1 Pricing Notes
	 	 	9	 
	4.2 Pricing
	 	 	9	 






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	Cricket — Albuquerque — 1XEV-DO

	 	STARS #: MWS-06-000044-A1






1 Introduction



This Statement of Work (SOW) describes the deliverables, parties’ respective responsibilities
and other conditions applicable for the provision of 1xEVDO Radio Network Controller (“RNC”)
Integration Services by Lucent Technologies Inc. (“Lucent”) for Cricket Communication, Inc.
(“Customer”). Performance of the Services described in this SOW shall be governed by the terms of
that Amended and Restated System Equipment Purchase Agreement between Lucent and Customer effective
June 30, 2000, as modified by Amendment No. 1 through Amendment No. 9 (the “Agreement”). In the
event of a conflict between the terms of the Agreement and this SOW, the terms of this SOW shall
prevail with respect to the subject matter contained herein. Lucent’s performance of the services
described will begin on a mutually agreed date after acceptance of Customer’s purchase order and
Customer’s completion of any pre-conditions for which Customer will be responsible, as described in
this document. .



Lucent’s performance of the Services described below is subject to the assumptions, exclusions and
other conditions identified in this document.




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Description of Services 




2 1xEV-DO RNC INTEGRATION



2.1 Elements of Work and Lucent Responsibilities



The services described in this SOW are for the following products only:



1xEV-DO RNC



2.1.1 Description



The 1xEV-DO RNC integration service will design, configure, and test the 1xEV-DO RNC to ensure
1xEV-DO call processing and Operations, Administration and Maintenance (OA&M) activities work
successfully.



2.1.2 Tasks



The following tasks will be performed with the service.



2.1.2.1 Element Integration





	q	 	Configure the RNC LLD data (i.e. IP addressing and subnet assignments) into the RNC
elements (i.e. Application Processors — APs and Traffic Processors — TPs)
	 
	q	 	Download and install the 1xEV-DO RNC and base station software for the “test” cell only.
	 
	q	 	Configure the 1xEV-DO network elements (RNC) including one test cell via the Element
Management System (EMS)




2.1.2.2 Integration Assurance





	q	 	Verify 1xEV-DO elements’ OA&M is operational via EMS from the OMP-FX including alarms,
provisioning and status information





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	q	 	Audit the RNC for connectivity issues
	 
	q	 	Verify a successful 1xEV-DO Simple Internet Protocol (SIP) or Mobile IP (MIP) data call
from the “test” base station.




2.1.3 Deliverables





	q	 	Provide a Method of Procedure (MOP)/exit criteria document describing the process for
the service as well as testing. Customer must sign off on the document once service is
considered complete.
	 
	q	 	Provide a 1xEV-DO Customer Network Design Document (CNDD) after the RNC LLD is
completed providing the following information:






	•	 	An executive summary, which briefly describes and summarizes the designed 1xEV-DO RNC






	•	 	A Network Diagram that depicts the 1X EV-DO RNC network






	•	 	Detailed design on the 1xEV-DO RNC on the following topics:






	 	Ø	 	Complete IP addressing (subnet size, private versus public, gateway)
	 
	 	Ø	 	Port Assignments
	 
	 	Ø	 	VLAN information
	 
	 	Ø	 	STP information
	 
	 	Ø	 	NTP and SNMP information
	 
	 	Ø	 	NMS information
	 
	 	Ø	 	General information
	 
	 	Ø	 	Customer network demarcation connection




2.2 Customer Responsibilities





	q	 	Provide a contact to complete the RNC LLD questionnaire with 100% of the data needed
and return to Lucent 3 weeks before the start of RNC integration
	 
	q	 	Provide a contact to complete the RNC entrance criteria checklist and return to Lucent
2 weeks before the start of RNC integration
	 
	q	 	Provide physical access with the appropriate login/password as well as security
permissions to the 1xEV-DO RNC as well as the OMP-FX
	 
	q	 	Provide office space and facilities (desk, telephone, modem access line and fax
machine) for Lucent use
	 
	q	 	Ownership of non-Lucent equipment provided in the solution such as routers, switches,
PDSNs, HAs, etc. This equipment must be provisioned to support 1xEV-DO functionality prior
to Lucent arriving to perform the RNC integration





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	 	STARS #: MWS-06-000044-A1







	q	 	Establishing connectivity to a “test” cell to be used for call processing testing
	 
	q	 	Providing 1xEV-DO access terminals to place test calls
	 
	q	 	Responsible for monitoring and maintaining the 1X-EVDO RNC network immediately
following the acceptance of the 1X-EVDO RNC




2.3 Schedule / Timeline





	q	 	Customer and Lucent will mutually agree in advance on project schedules or start date
before commencement of work.
	 
	q	 	Lucent personnel will begin work after acceptance of Customer’s purchase order and
Customer’s completion of any pre-conditions for which Customer is responsible under this
SOW.
	 
	q	 	Provision of the service is subject to a minimum lead-time of 4 weeks after purchase
order acceptance. After purchase order acceptance, Lucent will propose a specific schedule
for Customer’s concurrence. If the parties have not agreed upon another delivery timetable
within 2 weeks from acceptance of the purchase order, then the service will be delivered
according to the schedule proposed by Lucent.




2.4 Exclusions





	q	 	Once the customer has signed off the design, any changes to the design will be treated
as new requests for services and be governed by the change control section in this SOW
	 
	q	 	The design of the OA&M network (i.e. OMP-FX to NOC) is not part of the RNC LLD design
	 
	q	 	Although this service does not include network security assessment, the design includes
the security embedded in the RNC product. If a solution security assessment and design is
needed, separate security services must be purchased
	 
	q	 	The design does not include any other elements included in the 1xEV-DO data network
(e.g., Aggregate Routers = ARs, switches, PDSNs, HAs, backhaul or transport network
elements, firewalls, AAA, DHCP, DNS, LNS). An additional design service may be purchased for
these elements from Lucent
	 
	q	 	This service does not perform the design for cell growth. The 1xEV-DO RNC Integration
with Cell Design service should be purchased to perform cell design with RNC integration. In
addition, the 1xEV-DO Bulk Data Provisioning (BDP) service needs to be purchased to
implement the cell design





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2.5 Assumptions





	q	 	Training of customer staff is not included within this SOW
	 
	q	 	The RNC LLD will be performed once. Therefore, it is crucial the customer provides 100%
of the data in the design worksheet 3 weeks before the start of the RNC integration. If 100%
of the data is not received, then the customer either agrees to delay the integration until
all of the data is received or pays additional fees to add the late data. In addition,
revisions to the design worksheet after it has been received by Lucent will require
additional fees. Lucent will not add or revise the design data once the completed design
worksheet is received until additional POs are received.
	 
	q	 	The RNC LLD is performed based on the data in the design worksheet. Growth of cells
will be treated as a separate service.
	 
	q	 	Assume purchase of Low Level Design Service as provided under separate Scope of Work.




2.6 Service-Specific Acceptance



Lucent shall notify Customer upon completion of the Services. Customer shall have ten days
from the notice to notify Lucent that the Services do not conform to the requirements described in
this SOW. Services shall be deemed accepted on the earliest of: (1) the passage of ten days with
no notice of non-conformance; (2) Customer’s actual acceptance; or (3) Customer’s use of the
Services, the result of the Services or any deliverable, whether or not the use is
revenue-generating.




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3 General terms



Unless otherwise stated in previous sections of this SOW, the following terms apply to all
services. Additional terms and conditions are per the Agreement.



3.1 Conditions





	q	 	Lucent reserves the right to determine which personnel to
assign to perform Services. Lucent personnel shall at all
times be subject to the employment conditions of Lucent and
not those of Customer. If Lucent personnel are present on
Customer’s premises, those Lucent personnel shall respect
Customer’s on-site conditions.
	 
	q	 	Lucent may use proprietary tools and software for
providing this service. The stated price does not include the
sale, licensing or transfer of such tools to Customer.
	 
	q	 	All work will be performed during normal business hours –
8 AM to 5 PM, local time, Monday through Friday — unless
different working hours/schedule have been specified elsewhere
in the SOW.




3.2 Change Management



The pricing in this SOW is based upon performance of the tasks and provision of deliverables
specifically defined in this document. Requests for additional work activities that are not
described in this document, including Customer-required overtime or night work, or the application
of any different or additional criteria or testing in connection with any services or deliverables,
are subject to acceptance by Lucent and will entail additional charges to Customer. Certain
matters may require a new quotation under a separate Statement of Work. If Lucent agrees to
perform additional work activities under a SOW, Customer shall execute a Change Order in accordance
with Lucent’s Change Management Process to confirm the schedule impact and Lucent’s authorization
to perform and bill for such work activities.



Additional charges may apply if performance or completion of the service is delayed for any reason
attributable to Customer. In such cases, Customer agrees to authorize: (a) Lucent’s billing for
such work activities on a time and material basis at Lucent’s then current standard rates and
subject to any applicable per incident and/or minimum hourly billing requirements then in effect
and/or (b) the schedule extension attributable to the delay.



3.3 Acceptance/Warranty



Customer’s acceptance of Services shall be deemed to occur as Services are performed. Lucent
warrants that at the time of Performance, Services will be performed in a workmanlike manner and in
accordance with good industry practice in the community in which Services are performed. If
Services performed by Lucent prove not to have been so performed, and if Customer notifies Lucent
to that effect within 30 calendar days commencing on the date of the performance of the Service
giving rise to the claim, Lucent, at its option, either will correct all confirmed defects or




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deficiencies in the performance of the Services or render a pro-rated credit for the defective or
non-conforming portion of the Services based upon the original change for the Services.



THIS SERVICES WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY. THIS
WARRANTY BEGINS IMMEDIATELY UPON COMPLETION OF THE SERVICES AND IS CUSTOMER’S SOLE AND EXCLUSIVE
REMEDY FOR ANY CLAIM THAT THE SERVICES DO NOT COMPLY WITH REQUIREMENTS, ARE DEFECTIVE OR DO NOT
SATISFY THE ABOVE WARRANTY. LUCENT’S SOLE OBLIGATION SHALL BE TO MAKE CORRECTIONS OR GIVE A CREDIT
AS SET FORTH ABOVE IN THIS WARRANTY.




4 Pricing Section



4.1 Pricing Notes





	q
	 
	q	 	All prices are in $US, unless stated otherwise.




4.2 Pricing



Per Attachment F to Amendment No. 9




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AMENDMENT NO. 9 ATTACHMENT A2




LUCENT TECHNOLOGIES




STATEMENT OF WORK




Cricket’s




1xEV-DO L2 Switch Integration




November 4, 2005




1

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[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR
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	Table of Contents	 	 	 	 	 	 	 	 	 	 	 	 
	 
	1	 	INTRODUCTION	 	 	3	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Description of Services	 	4

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	1XEV-DO L2 SWITCH INTEGRATION	 	 	4	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	2.1
	 	 	 	 	 	Elements of Work and Lucent Responsibilities
	 	4

	 

	 	 	 	 	2.1.1	 	 	Description
	 	 	4	 
	 

	 	 	 	 	2.1.2	 	 	Tasks
	 	 	4	 
	 

	 	 	 	 	2.1.3	 	 	Deliverables
	 	 	5	 
	 

	 	2.2
	 	 	 	 	 	Customer Responsibilities
	 	6

	 

	 	2.3
	 	 	 	 	 	Schedule / Timeline
	 	7

	 

	 	2.4
	 	 	 	 	 	Exclusions
	 	7

	 

	 	2.5
	 	 	 	 	 	Assumptions
	 	8

	 

	 	2.6
	 	 	 	 	 	Service-Specific Acceptance
	 	8

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	GENERAL TERMS	 	 	8	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	3.1
	 	 	 	 	 	Conditions
	 	8

	 

	 	3.2
	 	 	 	 	 	Change Management
	 	9

	 

	 	 3.3
	 	 	 	 	 	Warranty
	 	9

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	PRICING SECTION	 	 	10	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	4.1
	 	 	 	 	 	Pricing Notes
	 	10

	 

	 	4.2
	 	 	 	 	 	Pricing
	 	10







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1 Introduction



This Statement of Work (SOW) describes the deliverables, parties’ respective responsibilities
and other conditions applicable for the provision of 1xEVDO Layer 2 (“L2”) Switch Integration
Services by Lucent Technologies Inc. (“Lucent”) for Cricket Communication, Inc. (“Customer”).
Performance of the Services described in this SOW shall be governed by the terms of that Amended
and Restated System Equipment Purchase Agreement between Lucent and Customer effective June 30,
2000, as modified by Amendment No. 1 through Amendment No. 9 (the “Agreement”). In the event of a
conflict between the terms of the Agreement and this SOW, the terms of this SOW shall prevail with
respect to the subject matter contained herein. Lucent’s performance of the services described will
begin on a mutually agreed date after acceptance of Customer’s purchase order and Customer’s
completion of any pre-conditions for which Customer will be responsible, as described in this
document. .



Lucent’s performance of the Services described below is subject to the assumptions, exclusions and
other conditions identified in this document.




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Description of Services




2 1xEV-DO L2 Switch Integration




2.1 Elements of Work and Lucent Responsibilities



The services described in this SOW are for the following products only:



[***]




2.1.1 Description



The 1xEV-DO L2 switch integration is a service under where Lucent will design and integrate a
pair of L2 switches in order to support 1xEV-DO functionality.




2.1.2 Tasks



The following tasks will be performed with the service.




2.1.2.1 Low Level Design (LLD)



The LLD designs the L2 switches for the most efficient operation. The design will include:





			
	q	 	Send a design questionnaire soliciting the appropriate data to complete the LLD.






			
	q	 	Determine the Virtual Local Area Network (VLAN) assignments






			
	q	 	Determine the physical I/O cards location on the L2 switches






			
	q	 	Determine the slot/port connectivity for each 1xEV-DO network element connecting to the L2 switch






			
	q	 	Determine the appropriate IP addresses needed to support 1xEV-DO





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	q	 	Determine the trunk configuration between the L2 switches






			
	q	 	Determine the Spanning Tree Protocols (STP) details, if needed






			
	q	 	Determine the L2 switch basic system parameters such as host name, management IP address, login and telnet passwords






			
	q	 	Determine the Network Time Protocol (NTP) and Simple Network Management Protocol (SNMP) configuration details






			
	q	 	Determine the appropriate connectivity of the L2 switches with the Network Management System (NMS).





2.1.2.2 Element Integration





			
	q	 	Verify the L2 switches are functional from a hardware perspective






			
	q	 	Load the most recent software into the L2 switches






			
	q	 	Configure the routers based on the data supplied by the customer in the design worksheet





2.1.2.3 Integration Assurance





			
	q	 	Verify the connectivity between the L2 switches






			
	q	 	Verify the connectivity between the L2 switches and Aggregation Routers (ARs)






			
	q	 	Verify the connectivity between the L2 switches and 1xEV-DO Radio Network Controller (RNC)






			
	q	 	Verify NTP and SNMP configuration (if applicable)






			
	q	 	Work with the customer to test a basic level of Operations, Administration and Maintenance (OA&M) functionality.





2.1.3 Deliverables




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	q	 	Provide a Method of Procedure (MOP)/exit criteria document describing the process for
the service as well as testing. Customer must sign off on the document once service is
considered complete.






			
	q	 	Provide a 1xEV-DO L2 Switch Customer Network Design Document (CNDD) after the LLD is
completed providing the following information:






	•	 	An executive summary, which briefly describes and summarizes the designed L2 switch network
	 
	•	 	A Network Diagram that depicts the L2 switches
	 
	•	 	Detailed design on the L2 switches on the following topics:






	Ø	 	IP addressing
	 
	Ø	 	Port Assignments
	 
	Ø	 	VLAN information
	 
	Ø	 	Trunk information
	 
	Ø	 	STP information
	 
	Ø	 	NTP and SNMP information
	 
	Ø	 	NMS information
	 
	Ø	 	General information
	 
	Ø	 	Customer network demarcation connection





2.2 Customer Responsibilities





			
	q	 	Start date when the L2 switch service can be performed






			
	q	 	Installation and turn up of the L2 switches






			
	q	 	Physical access to the area in which the L2 switches will be located






			
	q	 	System Administrator and Network Engineer (or equivalent resource authorized by
Customer) to work with Lucent on the testing of the network, OA&M network and L2 switch to
ER and MSC






			
	q	 	Configuration of network between the ARs and L2 switches as well as L2 switches and
MSC, if not directly connected






			
	q	 	Configuration of the OA&M network used to monitor and configure the L2 switches





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	q	 	Customer resource to complete the design questionnaire and work with the assigned
Lucent design engineer and Customer Program Manager to return the questionnaire to Lucent,
minimally, 5 weeks prior to scheduled integration






			
	q	 	System Administrator and Network Engineer (or equivalent resource authorized by
Customer) to review and sign off that the integration and testing steps in the Lucent
Technologies provided MOP and Exit Criteria are a satisfactory description of the service
that will be performed as stated in this SOW





2.3 Schedule / Timeline





			
	q	 	Customer and Lucent will mutually agree in advance on project schedules or start date
before commencement of work.






			
	q	 	Lucent personnel will begin work after acceptance of Customer’s purchase order and
Customer’s completion of any pre-conditions for which Customer is responsible under this
SOW.






			
	q	 	Provision of the service is subject to a minimum lead-time of 4 weeks after purchase
order acceptance. After purchase order acceptance, Lucent will propose a specific schedule
for Customer’s concurrence. If the parties have not agreed upon another delivery timetable
within 2 weeks from acceptance of the purchase order, then the service will be delivered
according to the schedule proposed by Lucent.





2.4 Exclusions





			
	q	 	The customer will have to resolve issues if the L2 switch is not functional. Lucent
will assist in the identification and isolation of an issue but does not own the resolution.






			
	q	 	Once the design has been signed off by the customer, any changes to the design will
require additional services to modify the design






			
	q	 	Lucent will only be responsible for the verification of connectivity to the ARs and
1xEV-DO RNC. Lucent is not be responsible for resolving error conditions on the network.






			
	q	 	The service will configure the L2 switches to interface with the appropriate NMS ([***]
NMS). A separate service is available to integrate the NMS platform.






			
	q	 	This service when purchased as a standalone service will only provide a SDD. When
Lucent is performing an end-to-end deployment, the SDD information will be contained in





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	 	STARS #: MWS-06000044A1
	 	 







			
	 	 	a 1xEV-DO Customer Network Design Document (CNDD).





2.5 Assumptions





			
	q	 	Training of customer staff is not included within this SOW






			
	q	 	The LLD will be performed once. Therefore, it is crucial the customer provides 100% of the data in the design
worksheet 5 weeks before the start of the L2 switch integration. If 100% of the data is not received, then the
customer either agrees to delay the integration until all of the data is received or pays additional fees to add
the late data. In addition, revisions to the design worksheet after it has been received by Lucent will require
additional fees. Lucent will not add or revise the design data in the routers once the completed design worksheet
is received until additional POs are received.






			
	q	 	The LLD is performed based on the data in the design worksheet. Growth will be treated as a separate service.






			
	q	 	Assumes the purchase of the Low Level Design service as provided under separate Scope of Work





2.6 Service-Specific Acceptance



Lucent shall notify Customer upon completion of the Services. Customer shall have ten days
from the notice to notify Lucent that the Services do not conform to the requirements described in
this SOW. Services shall be deemed accepted on the earliest of: (1) the passage of ten days with
no notice of non-conformance; (2) Customer’s actual acceptance; or (3) Customer’s use of the
Services, the result of the Services or any deliverable, whether or not the use is
revenue-generating.




3 General terms



Unless otherwise stated in previous sections of this SOW, the following terms apply to all
services. Additional terms and conditions are per the Agreement.




3.1 Conditions





			
	q	 	Lucent reserves the right to determine which personnel to
assign to perform Services. Lucent personnel shall at all
times be subject to the employment conditions of Lucent and





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	 	STARS #: MWS-06000044A1
	 	 







			
	 	 	not those of Customer. If Lucent personnel are present on Customer’s premises,
those Lucent personnel shall respect Customer’s on-site conditions.






			
	q	 	Lucent may use proprietary tools and software
for providing this service. The stated price does
not include the sale, licensing or transfer of such
tools to Customer.






			
	q	 	All work will be performed during normal
business hours – 8 AM to 5 PM, local time, Monday
through Friday — unless different working
hours/schedule have been specified elsewhere in the
SOW.





3.2 Change Management



The pricing in this SOW is based upon performance of the tasks and provision of deliverables
specifically defined in this document. Requests for additional work activities that are not
described in this document, including Customer-required overtime or night work, or the application
of any different or additional criteria or testing in connection with any services or deliverables,
are subject to acceptance by Lucent and will entail additional charges to Customer. Certain
matters may require a new quotation under a separate Statement of Work. If Lucent agrees to
perform additional work activities under a SOW, Customer shall execute a Change Order in accordance
with Lucent’s Change Management Process to confirm the schedule impact and Lucent’s authorization
to perform and bill for such work activities.



Additional charges may apply if performance or completion of the service is delayed for any reason
attributable to Customer. In such cases, Customer agrees to authorize: (a) Lucent’s billing for
such work activities on a time and material basis at Lucent’s then current standard rates and
subject to any applicable per incident and/or minimum hourly billing requirements then in effect
and/or (b) the schedule extension attributable to the delay.




3.3 Warranty



Lucent warrants that at the time of Performance, Services will be performed in a workmanlike
manner and in accordance with good industry practice in the community in which Services are
performed. If Services performed by Lucent prove not to have been so performed, and if Customer
notifies Lucent to that effect within 30 calendar days commencing on the date of the performance of
the Service giving rise to the claim, Lucent, at its option, either will correct all confirmed
defects or deficiencies in the performance of the Services or render a pro-rated credit for the
defective or non-conforming portion of the Services based upon the original change for the
Services.



THIS SERVICES WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
OR NON-




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	Cricket — 1XEV-DO

	 	STARS #: MWS-06000044A1
	 	 





INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY. THIS WARRANTY
BEGINS IMMEDIATELY UPON COMPLETION OF THE SERVICES AND IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR
ANY CLAIM THAT THE SERVICES DO NOT COMPLY WITH REQUIREMENTS, ARE DEFECTIVE OR DO NOT SATISFY THE
ABOVE WARRANTY. LUCENT’S SOLE OBLIGATION SHALL BE TO MAKE CORRECTIONS OR GIVE A CREDIT AS SET FORTH
ABOVE IN THIS WARRANTY.




4 Pricing Section




4.1 Pricing Notes





			
	q	 	 






			
	q	 	All prices are in $US, unless stated otherwise.





4.2 Pricing



Per Attachment F to Amendment No. 9




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	Cricket — 1XEV-DO

	 	STARS #: MWS-06-000044A1
	 	 






AMENDMENT NO. 9 ATTACHMENT A3




LUCENT TECHNOLOGIES 




STATEMENT OF WORK




Cricket’s




1xEV-DO Aggregate Router Integration




November 4, 2005




1

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	Cricket — 1XEV-DO

	 	STARS #: MWS-06-000044A1
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Table of Contents	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	INTRODUCTION	 	 	3	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Description of Services	 	4

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	1XEV-DO AR INTEGRATION	 	 	4	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	2.1
	 	 	 	 	 	Elements of Work and Lucent Responsibilities
	 	4

	 

	 	 	 	 	2.1.1	 	 	Description
	 	 	4	 
	 

	 	 	 	 	2.1.2	 	 	Tasks
	 	 	4	 
	 

	 	 	 	 	2.1.3	 	 	Deliverables
	 	 	6	 
	 

	 	2.2
	 	 	 	 	 	Customer Responsibilities
	 	7

	 

	 	2.3
	 	 	 	 	 	Schedule / Timeline
	 	7

	 

	 	2.4
	 	 	 	 	 	Exclusions
	 	8

	 

	 	2.5
	 	 	 	 	 	Assumptions
	 	8

	 

	 	2.6
	 	 	 	 	 	Service-Specific Acceptance
	 	9

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	GENERAL TERMS	 	 	9	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	3.1
	 	 	 	 	 	Conditions
	 	9

	 

	 	3.2
	 	 	 	 	 	Change Management
	 	10

	 

	 	 3.3
	 	 	 	 	 	Warranty
	 	10

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	PRICING SECTION	 	 	11	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	4.1
	 	 	 	 	 	Pricing Notes
	 	11

	 

	 	4.2
	 	 	 	 	 	Pricing
	 	11







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1 Introduction



This Statement of Work (SOW) describes the deliverables, parties’ respective responsibilities
and other conditions applicable for the provision of 1xEVDO Aggregate Router (“AR”) Integration
Services by Lucent Technologies Inc. (“Lucent”) for Cricket Communication, Inc. (“Customer”).
Performance of the Services described in this SOW shall be governed by the terms of that Amended
and Restated System Equipment Purchase Agreement between Lucent and Customer effective June 30,
2000, as modified by Amendment No. 1 through Amendment No. 9 (the “Agreement”). In the event of a
conflict between the terms of the Agreement and this SOW, the terms of this SOW shall prevail with
respect to the subject matter contained herein. Lucent’s performance of the services described will
begin on a mutually agreed date after acceptance of Customer’s purchase order and Customer’s
completion of any pre-conditions for which Customer will be responsible, as described in this
document. .



Lucent’s performance of the Services described below is subject to the assumptions, exclusions and
other conditions identified in this document.




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	 	STARS #: MWS-06-000044A1
	 	 






Description
of Services




2
1xEV-DO AR INTEGRATION




2.1 Elements of Work and Lucent Responsibilities



The services described in this SOW are for the following products only:



[***]




2.1.1 Description



The 1xEV-DO AR integration is a service under where Lucent will design and integrate a pair of
1xEV-DO ARs in order to support the 1xEV-DO functionality.




2.1.2 Tasks



The following tasks will be performed with the service.




2.1.2.1 Low Level Design (LLD)



The LLD designs the ARs for the most efficient operation. The design will include:





			
	q	 	Send a design questionnaire soliciting the appropriate data to complete the LLD.






			
	q	 	Determine the physical locations of interconnection between the ARs, ARs to cell network,
ARs to Layer 2 Switches (L2), and ARs the Operations, Administration and Maintenance (OA&M)
network






			
	q	 	Determine the Quality of Service (QOS) parameters






			
	q	 	Determine the Virtual Local Area Network (VLAN) assignments





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	q	 	Determine the configuration details of routers redundancy protocols such as Virtual Router
Redundancy Protocol (VRRP) or Hot Standy Router Protocol (HSRP), whichever applicable






			
	q	 	Determine the appropriate routing protocol (if necessary) such as Border Gateway Protocol
(BGP), and Open Shortest Path First (OSPF) based on the customer implementation and network
requirements






			
	q	 	Determine the cell sites to the routers mapping at the individual T1 level






			
	q	 	If applicable, determine the appropriate cell sites to router mapping to support the
Multi-Router Automatic Protection Switching (MR-APS) or intra-chassis APS configuration for
OC-3 or OC-12 interface






			
	q	 	Determine the necessary configuration information to support the redundant Aggregate
Routers architecture based on customer requirements






			
	q	 	Determine the appropriate Simple Network Management Protocol (SNMP), and Network Time
Protocol (NTP) configuration






			
	q	 	Determine the general system parameters such as hostname, login and telnet passwords





2.1.2.2 Element Integration





			
	q	 	Verify the routers are functional from a hardware perspective






			
	q	 	Configure the routers based on the data supplied by the customer in the design worksheet





2.1.2.3 Integration Assurance





			
	q	 	Verify the connectivity between the AR and each 1xEV-DO Radio Network Controller (RNC)
Application Processor (AP) for both ARs






			
	q	 	Verify the connectivity for all T1s between the AR and the DACS for both ARs






			
	q	 	Verify connectivity between the ARs and ONE test base station (i.e. cell)





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	 	STARS #: MWS-06-000044A1
	 	 







			
	q	 	Verify connectivity between the AR and access routers for both ARs (if applicable)






			
	q	 	Verify Open Shortest Path First (OSPF) configuration between the ARs (if applicable)






			
	q	 	Verify connectivity on the redundant links between the ARs






			
	q	 	Load and verify Border Gateway Protocol (BGP) between the AR and the access routers for
both ARs






			
	q	 	Verify VRRP or HSRP configuration between the ERs.






			
	q	 	Verify NTP and SNMP configuration (if applicable)






			
	q	 	Verify the Multi-Router (MR-APS) configuration between the ARs and the DACS






			
	q	 	Work with the customer to test a basic level of Operations, Administration and Maintenance
(OA&M) functionality.





2.1.3 Deliverables





			
	q	 	Provide a Method of Procedure (MOP)/exit criteria document describing the process for the
service as well as testing. Customer must sign off on the document once service is considered
complete.






			
	q	 	Provide a section in the Customer Network Design Document (CNDD) after the LLD is
completed providing the following information:






	•	 	An executive summary, which briefly describes and summarizes the designed AR network
	 
	•	 	A Network Diagram that depicts the ARs
	 
	•	 	Detailed design on the ARs on the following topics:






	 	Ø	 	IP addressing
	 
	 	Ø	 	Port Assignments
	 
	 	Ø	 	VLAN information
	 
	 	Ø	 	QOS parameters
	 
	 	Ø	 	VRRP or HSRP information
	 
	 	Ø	 	BGP and/or OSPF information
	 
	 	Ø	 	Cell to router mapping
	 
	 	Ø	 	NTP and SNMP information





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	Ø	 	Multi-Router APS information
	 
	Ø	 	NMS information
	 
	Ø	 	General system information
	 
	Ø	 	Customer network demarcation connection





2.2 Customer Responsibilities





			
	q	 	Start date when the AR service can be performed






			
	q	 	Installation and turn up of the ARs






			
	q	 	Physical access to the area in which the ARs will be located






			
	q	 	System Administrator and Network Engineer (or equivalent resource authorized by Customer)
to work with Lucent on the testing of the T1 network, OA&M network and AR to cell and Layer 2
Switches






			
	q	 	Configuration of T1 network including the DACS and other equipment interconnecting to the
ARs






			
	q	 	Configuration of the switches or other equipment (if applicable) interconnecting to the ARs






			
	q	 	Configuration of the OA&M network used to monitor and configure the ARs






			
	q	 	Customer resource to complete the design questionnaire and work with the assigned Lucent
design engineer and Customer Program Manager to return the questionnaire to Lucent, minimally,
5 weeks prior to scheduled integration






			
	q	 	System Administrator and Network Engineer (or equivalent resource authorized by Customer)
to review and sign off that the integration and testing steps in the Lucent Technologies
provided MOP and Exit Criteria are a satisfactory description of the service that will be
performed as stated in this SOW





2.3 Schedule / Timeline





			
	q	 	Customer and Lucent will mutually agree in advance on project schedules or start date
before commencement of work.






			
	q	 	Lucent personnel will begin work after acceptance of Customer’s purchase order and





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	 	 	Customer’s completion of any pre-conditions for which Customer is responsible under this SOW.






			
	q	 	Provision of the service is subject to a minimum lead-time of 4 weeks after purchase
order acceptance. After purchase order acceptance, Lucent will propose a specific schedule
for Customer’s concurrence. If the parties have not agreed upon another delivery timetable
within 2 weeks from acceptance of the purchase order, then the service will be delivered
according to the schedule proposed by Lucent.





2.4 Exclusions





			
	q	 	The customer will have to resolve issues if the router is not functional. Lucent will
assist in the identification and isolation of an issue but does not own the resolution.






			
	q	 	Lucent will only be responsible for the verification of connectivity to the T1
network. Lucent is not be responsible for resolving error conditions on the T1s or
integration of facilities. Lucent will only test the T1s, which are available at the time
of AR integration.






			
	q	 	Once the design has been signed off by the customer, any changes to the design will
require additional services to modify the design






			
	q	 	Lucent will only be responsible for the verification of connectivity to the T1
network. Lucent is not be responsible for resolving error conditions on the T1s or
integration of facilities. Lucent will only test the T1s, which are available at the time
of ER integration.






			
	q	 	The service will configure the ERs to interface with the appropriate Network
Management System (NMS) ([***] NMS). A separate service is available to integrate the NMS
platform.






			
	q	 	A 1xEV-DO Aggregate Routers Design Document (ARDD) will be provided if CNDD doesn’t
exist in that market.






			
	q	 	Assumes purchase of Low Level Design Service as provided in separate Scope of Work.





2.5 Assumptions





			
	q	 	Training of customer staff is not included within this SOW






			
	q	 	The LLD will be performed once. Therefore, it is crucial the customer provides 100% of





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	 	 	the data in the design worksheet 5 weeks before the start of the dual router
integration. If 100% of the data is not received, then the customer either
agrees to delay the dual router integration until all of the data is received
or pays additional fees to add the late data. In addition, revisions to the
design worksheet after it has been received by Lucent will require additional
fees. Lucent will not add or revise the design data in the routers once the
completed design worksheet is received until additional POs are received.






			
	q	 	The LLD is performed based on the number of base
stations supplied in the design worksheet. Growth of
base stations to the routers will be treated as a
separate service.





2.6 Service-Specific Acceptance



Lucent shall notify Customer upon completion of the Services. Customer shall have ten days
from the notice to notify Lucent that the Services do not conform to the requirements described in
this SOW. Services shall be deemed accepted on the earliest of: (1) the passage of ten days with
no notice of non-conformance; (2) Customer’s actual acceptance; or (3) Customer’s use of the
Services, the result of the Services or any deliverable, whether or not the use is
revenue-generating.




3 General terms



Unless otherwise stated in previous sections of this SOW, the following terms apply to all
services. Additional terms and conditions are per the Agreement.




3.1 Conditions





			
	q	 	Lucent reserves the right to determine which personnel to
assign to perform Services. Lucent personnel shall at all
times be subject to the employment conditions of Lucent and
not those of Customer. If Lucent personnel are present on
Customer’s premises, those Lucent personnel shall respect
Customer’s on-site conditions.






			
	q	 	Lucent may use proprietary tools and software for
providing this service. The stated price does not include the
sale, licensing or transfer of such tools to Customer.






			
	q	 	All work will be performed during normal business hours
 — 8 AM to 5 PM, local time, Monday through Friday — unless
different working hours/schedule have been specified elsewhere
in the SOW.





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	Cricket — 1XEV-DO

	 	STARS #: MWS-06-000044A1
	 	 






3.2 Change Management



The pricing in this SOW is based upon performance of the tasks and provision of deliverables
specifically defined in this document. Requests for additional work activities that are not
described in this document, including Customer-required overtime or night work, or the application
of any different or additional criteria or testing in connection with any services or deliverables,
are subject to acceptance by Lucent and will entail additional charges to Customer. Certain
matters may require a new quotation under a separate Statement of Work. If Lucent agrees to
perform additional work activities under a SOW, Customer shall execute a Change Order in accordance
with Lucent’s Change Management Process to confirm the schedule impact and Lucent’s authorization
to perform and bill for such work activities.



Additional charges may apply if performance or completion of the service is delayed for any reason
attributable to Customer. In such cases, Customer agrees to authorize: (a) Lucent’s billing for
such work activities on a time and material basis at Lucent’s then current standard rates and
subject to any applicable per incident and/or minimum hourly billing requirements then in effect
and/or (b) the schedule extension attributable to the delay.




3.3 Warranty



Lucent warrants that at the time of Performance, Services will be performed in a
workmanlike manner and in accordance with good industry practice in the community in which Services
are performed. If Services performed by Lucent prove not to have been so performed, and if
Customer notifies Lucent to that effect within 30 calendar days commencing on the date of the
performance of the Service giving rise to the claim, Lucent, at its option, either will correct all
confirmed defects or deficiencies in the performance of the Services or render a pro-rated credit
for the defective or non-conforming portion of the Services based upon the original change for the
Services.



THIS SERVICES WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY. THIS
WARRANTY BEGINS IMMEDIATELY UPON COMPLETION OF THE SERVICES AND IS CUSTOMER’S SOLE AND EXCLUSIVE
REMEDY FOR ANY CLAIM THAT THE SERVICES DO NOT COMPLY WITH REQUIREMENTS, ARE DEFECTIVE OR DO NOT
SATISFY THE ABOVE WARRANTY. LUCENT’S SOLE OBLIGATION SHALL BE TO MAKE CORRECTIONS OR GIVE A CREDIT
AS SET FORTH ABOVE IN THIS WARRANTY.




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	Cricket — 1XEV-DO

	 	 	 	STARS #: MWS-06-000044A1






	 	 	 
	4

	 	Pricing Section
	 
	 	 
	4.1

	 	Pricing Notes
	 
	 	 
	q

	 	 
	 
	 	 
	q

	 	All prices are in $US, unless stated otherwise.
	 
	 	 
	4.2

	 	Pricing






Per Attachment F to Amendment No. 9




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TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




 









 













	 	 	 
	Cricket — Albuquerque — 1XEV-DO

	 	STARS #: MWS-06-000044-A1






AMENDMENT NO. 9 ATTACHMENT A4




LUCENT TECHNOLOGIES




STATEMENT OF WORK




Cricket’s




1xEV-DO Cell Low Level Design




November 10, 2005




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	 	STARS #: MWS-06-000044-A1






Table of Contents




	 	 	 	 	 
	1  INTRODUCTION
	 	 	3	 
	 
	 	 	 	 
	Description of Services
	 	 	4	 
	 
	 	 	 	 
	2   1XEV-DO CELL LOW LEVEL DESIGN (LLD) SERVICE
	 	 	4	 
	 
	 	 	 	 
	2.1   Elements of Work and Lucent Responsibilities
	 	 	4	 
	2.1.1  Description
	 	 	4	 
	2.1.2  Tasks
	 	 	4	 
	2.1.3  Deliverables
	 	 	5	 
	2.2   Customer Responsibilities
	 	 	5	 
	2.3   Schedule / Timeline
	 	 	5	 
	2.4    Exclusions
	 	 	6	 
	2.5    Assumptions
	 	 	6	 
	2.6    Service-Specific Acceptance
	 	 	6	 
	 
	 	 	 	 
	3  GENERAL TERMS
	 	 	7	 
	 
	 	 	 	 
	3.1   Conditions
	 	 	7	 
	3.2    Change Management
	 	 	7	 
	3.3    Acceptance/Warranty
	 	 	7	 
	 
	 	 	 	 
	4    PRICING SECTION
	 	 	8	 
	 
	 	 	 	 
	4.1    Pricing Notes
	 	 	8	 
	4.2    Pricing
	 	 	8	 






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	Cricket — Albuquerque — 1XEV-DO

	 	STARS #: MWS-06-000044-A1






1 Introduction




This Statement of Work (SOW) describes the deliverables, parties’ respective responsibilities
and other conditions applicable for the provision of 1xEVDO Cell Low Level Design (LLD) by Lucent
Technologies Inc. (“Lucent”) for Cricket Communication, Inc. (“Customer”). Performance of the
Services described in this SOW shall be governed by the terms of that Amended and Restated System
Equipment Purchase Agreement between Lucent and Customer effective June 30, 2000, as modified by
Amendment No. 1 through Amendment No. 9 (the “Agreement”). In the event of a conflict between the
terms of the Agreement and this SOW, the terms of this SOW shall prevail with respect to the
subject matter contained herein. Lucent’s performance of the services described will begin on a
mutually agreed date after acceptance of Customer’s purchase order and Customer’s completion of any
pre-conditions for which Customer will be responsible, as described in this document.


Lucent’s performance of the Services described below is subject to the assumptions, exclusions and
other conditions identified in this document.




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	 	STARS #: MWS-06-000044-A1






Description of Services





	2	 	 1xEV-DO Cell Low Level Design (LLD) Service






	2.1	 	Elements of Work and Lucent Responsibilities




The
services described in this SOW are for the following products only:



1xEV-DO Cell





	2.1.1	 	Description




The 1xEV-DO Cell Low Level Design service will design the 1xEV-DO cell to ensure 1xEV-DO call
processing and Operations, Administration and Maintenance (OA&M) activities work successfully. This
service also includes designing the system for cell growth.





	2.1.2	 	Tasks




The following tasks will be performed with the service.



The LLD designs the cells for the most efficient operation. The design will include:





			
	q	 	Send a design questionnaire soliciting the appropriate data to complete the LLD






			
	q	 	Determine the physical locations of interconnection between the RNC and the Layer 2
Switches or aggregate router (AR) for the cell backhaul network, the RNC and OMP-FX network
for OA&M functionality and the RNC to router for the transport network (i.e. Packet Data
Service Node – PDSN, Home Agent – HA)






			
	q	 	Determine the IP addressing and subnet assignments for the RNC internal and external
networks






			
	q	 	Determine the IP addressing and subnet assignments for each base station.






			
	q	 	Determine the Virtual Local Area Network (VLAN) assignments





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	q	 	Determine the base station to RNC Application Processor (AP) assignments






	2.1.3	 	Deliverables






			
	q	 	Provide a 1xEV-DO Customer Network Design Document (CNDD) after the LLD is completed
providing the following information:






	•	 	An executive summary, which briefly describes and summarizes the designed 1xEV-DO network






	•	 	Detailed design on the 1xEV-DO RAN on the following topics:






	 	Ø	 	Complete IP addressing (subnet size, private versus public, gateway)
	 
	 	Ø	 	Port Assignments
	 
	 	Ø	 	VLAN information
	 
	 	Ø	 	Base station to AP assignments
	 
	 	Ø	 	STP information
	 
	 	Ø	 	NTP and SNMP information
	 
	 	Ø	 	NMS information
	 
	 	Ø	 	General information
	 
	 	Ø	 	Customer network demarcation connection






	2.2	 	Customer Responsibilities






			
	q	 	Provide three contacts (IP engineer, cell engineer and RF engineer) to complete the LLD
questionnaire with 100% of the data needed and return to Lucent 5 weeks (for an average
system of 200 cells or less) before the start of RNC integration






			
	q	 	Provide physical access with the appropriate login/password as well as security
permissions to the 1xEV-DO RNC as well as the OMP-FX






	2.3	 	Schedule / Timeline






			
	q	 	Customer and Lucent will mutually agree in advance on project schedules or start date
before commencement of work.






			
	q	 	Lucent personnel will begin work after acceptance of Customer’s purchase order and
Customer’s completion of any pre-conditions for which Customer is responsible under this SOW.






			
	q	 	Provision of the service is subject to a minimum lead-time of 4 weeks after purchase
order acceptance. After purchase order acceptance, Lucent will propose a specific





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		 	schedule for Customer’s concurrence. If the parties have not agreed upon another delivery
timetable within 2 weeks from acceptance of the purchase order, then the service will be
delivered according to the schedule proposed by Lucent.






	2.4	 	Exclusions






			
	q	 	Once the customer has signed off the design, any changes to the design will be treated as new requests for
services and be governed by the change control section in this SOW. Therefore, any late cells (data not received),
additional cells (new cells) or changes to the LLD questionnaire after it has been returned to Lucent will be
treated as new requests for services.






			
	q	 	The design of the OA&M network (i.e. OMP-FX to NOC) is not part of this low-level design






			
	q	 	Although this service does not include network security assessment, the design includes the security embedded
in the RNC product. If a solution security assessment and design is needed, separate security services must be
purchased






			
	q	 	The design does not include any other elements included in the 1xEV-DO data network (e.g., ARs, switches,
PDSNs, HAs, backhaul or transport network elements, firewalls, AAA, DHCP, DNS, LNS). An additional design service
may be purchased for these elements from Lucent






			
	q	 	This service does not implement the design for cells. The 1xEV-DO Bulk Data Provisioning (BDP) service, if
purchased, will implement the cell design






	2.5	 	Assumptions






			
	q	 	Training of customer staff is not included within this SOW






			
	q	 	The LLD will be performed once. Therefore, it is crucial the customer provides 100% of the data in the design
worksheet 5 weeks for an average market size before the start of the RNC integration. If 100% of the data is not
received, then the customer either agrees to delay the integration until all of the data is received or pays
additional fees to add the late data. In addition, revisions to the design worksheet after it has been received by
Lucent will require additional fees. Lucent will not add or revise the design once the completed design worksheet
is received until additional POs are received.






			
	q	 	The LLD is performed based on the data in the design worksheet. Growth will be treated as a separate service






	2.6	 	Service-Specific Acceptance




Lucent shall notify Customer upon completion of the Services. Customer shall have ten days
from the notice to notify Lucent that the Services do not conform to the requirements described in




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	 	STARS #: MWS-06-000044-A1





this SOW. Services shall be deemed accepted on the earliest of: (1) the passage of ten days with
no notice of non-conformance; (2) Customer’s actual acceptance; or (3) Customer’s use of the
Services, the result of the Services or any deliverable, whether or not the use is
revenue-generating.





	3	 	General terms




Unless otherwise stated in previous sections of this SOW, the following terms apply to all
services. Additional terms and conditions are per the Agreement.





	3.1	 	Conditions






			
	q	 	Lucent reserves the right to determine which personnel to
assign to perform Services. Lucent personnel shall at all
times be subject to the employment conditions of Lucent and
not those of Customer. If Lucent personnel are present on
Customer’s premises, those Lucent personnel shall respect
Customer’s on-site conditions.






			
	q	 	Lucent may use proprietary tools and software for
providing this service. The stated price does not include the
sale, licensing or transfer of such tools to Customer.






			
	q	 	All work will be performed during normal business hours –
8 AM to 5 PM, local time, Monday through Friday — unless
different working hours/schedule have been specified elsewhere
in the SOW.






	3.2	 	Change Management




The pricing in this SOW is based upon performance of the tasks and provision of deliverables
specifically defined in this document. Requests for additional work activities that are not
described in this document, including Customer-required overtime or night work, or the application
of any different or additional criteria or testing in connection with any services or deliverables,
are subject to acceptance by Lucent and will entail additional charges to Customer. Certain
matters may require a new quotation under a separate Statement of Work. If Lucent agrees to
perform additional work activities under a SOW, Customer shall execute a Change Order in accordance
with Lucent’s Change Management Process to confirm the schedule impact and Lucent’s authorization
to perform and bill for such work activities.



Additional charges may apply if performance or completion of the service is delayed for any reason
attributable to Customer. In such cases, Customer agrees to authorize: (a) Lucent’s billing for
such work activities on a time and material basis at Lucent’s then current standard rates and
subject to any applicable per incident and/or minimum hourly billing requirements then in effect
and/or (b) the schedule extension attributable to the delay.





	3.3	 	Acceptance/Warranty




Customer’s acceptance of Services shall be deemed to occur as Services are performed. Lucent
warrants that at the time of Performance, Services will be performed in a workmanlike manner




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	 	STARS #: MWS-06-000044-A1





and in accordance with good industry practice in the community in which Services are performed. If
Services performed by Lucent prove not to have been so performed, and if Customer notifies Lucent
to that effect within 30 calendar days commencing on the date of the performance of the Service
giving rise to the claim, Lucent, at its option, either will correct all confirmed defects or
deficiencies in the performance of the Services or render a pro-rated credit for the defective or
non-conforming portion of the Services based upon the original change for the Services.



THIS SERVICES WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY. THIS
WARRANTY BEGINS IMMEDIATELY UPON COMPLETION OF THE SERVICES AND IS CUSTOMER’S SOLE AND EXCLUSIVE
REMEDY FOR ANY CLAIM THAT THE SERVICES DO NOT COMPLY WITH REQUIREMENTS, ARE DEFECTIVE OR DO NOT
SATISFY THE ABOVE WARRANTY. LUCENT’S SOLE OBLIGATION SHALL BE TO MAKE CORRECTIONS OR GIVE A CREDIT
AS SET FORTH ABOVE IN THIS WARRANTY.





	4	 	Pricing Section






	4.1	 	Pricing Notes






			
	q	 	






			
	q	 	All prices are in $US, unless stated otherwise.






	4.2	 	Pricing




Per Attachment F to Amendment No. 9




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Cricket — 1XEV-DO                 STARS #: MWS-06-000044A1




AMENDMENT NO. 9 ATTACHMENT A5




LUCENT TECHNOLOGIES 




STATEMENT OF WORK




Cricket’s




1xEV-DO Bulk Data Provisioning (BDP)




November 4, 2005




1

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Cricket — 1XEV-DO                 STARS #: MWS-06-000044A1




Table of Contents




	 	 	 	 	 
	1 INTRODUCTION
	 	 	3	 
	 
	 	 	 	 
	Description of Services
	 	 	4	 
	 
	 	 	 	 
	2 1XEV-DO BDP
	 	 	4	 
	 
	 	 	 	 
	2.1 Elements of Work and Lucent Responsibilities
	 	 	4	 
	2.1.1 Description
	 	 	4	 
	2.1.2 Tasks
	 	 	4	 
	2.1.3 Deliverables
	 	 	5	 
	2.2 Customer Responsibilities
	 	 	5	 
	2.3 Schedule / Timeline
	 	 	5	 
	2.4 Exclusions
	 	 	5	 
	2.5 Assumptions
	 	 	6	 
	2.6 Service-Specific Acceptance
	 	 	6	 
	 
	 	 	 	 
	3 GENERAL TERMS
	 	 	6	 
	3.1 Conditions
	 	 	6	 
	3.2 Change Management
	 	 	7	 
	3.3 Warranty
	 	 	7	 
	 
	 	 	 	 
	4 PRICING SECTION
	 	 	8	 
	4.1 Pricing Notes
	 	 	8	 
	4.2 Pricing
	 	 	8	 






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1 Introduction



This Statement of Work (SOW) describes the deliverables, parties’ respective responsibilities
and other conditions applicable for the provision of 1xEVDO Bulk Data Provisioning (“BDP”) Services
by Lucent Technologies Inc. (“Lucent”) for Cricket Communication, Inc. (“Customer”). Performance
of the Services described in this SOW shall be governed by the terms of that Amended and Restated
System Equipment Purchase Agreement between Lucent and Customer effective June 30, 2000, as
modified by Amendment No. 1 through Amendment No. 9 (the “Agreement”). In the event of a conflict
between the terms of the Agreement and this SOW, the terms of this SOW shall prevail with respect
to the subject matter contained herein. Lucent’s performance of the services described will begin
on a mutually agreed date after acceptance of Customer’s purchase order and Customer’s completion
of any pre-conditions for which Customer will be responsible, as described in this document. .



Lucent’s performance of the Services described below is subject to the assumptions, exclusions and
other conditions identified in this document.




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Description of Services




2 1xEV-DO BDP



2.1 Elements of Work and Lucent Responsibilities



The services described in this SOW are for the following products only:



1xEV-DO



2.1.1 Description



The 1xEV-DO BDP service provides an effective method of loading cell configuration data
parameters, Radio Frequency (RF) translations and cell site Neighbor List (NL) information into the
Radio Network Controller (RNC).




2.1.2 Tasks



The following tasks will be performed with the service.




	 	 	 
	q

	 	Send a BDP questionnaire soliciting the appropriate data to complete the BDP
	 
	 	 
	q

	 	Hold periodic conference calls with the customer to discuss and obtain the correct data within the
questionnaire to complete the BDP scripts
	 
	 	 
	q

	 	Build the BDP scripts for execution. Scripts may include one or more of the following data depending
upon the work involved:







	 	•	 	Cell configuration data for the equipage and operating parameters used by 1xEV-DO
modcells
	 
	 	•	 	Lucent recommended and default RF translations parameters documented in the 1XEV-DO
RF Translations Application Notes or those specified by the customer
	 
	 	•	 	Customer provided RF NL information





	 	 	 
	q

	 	Execute the BDP scripts on the OMP-FX






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2.1.3 Deliverables




	 	 	 
	q

	 	BDP questionnaire to obtain the necessary data to build the information
	 
	 	 
	q

	 	An excel spreadsheet documenting all the RNC/cell/RF information. The spreadsheet is resident within
the 1xEV-DO Customer Network Design Document (CNDD)






2.2 Customer Responsibilities




	 	 	 
	q

	 	Providing three points of contacts (Switch Technicians, Cell Engineer and RF engineer) to complete
the BDP questionnaire with 100% of the data needed. The points of contact must be identified and data
provided to Lucent no latter than 3 weeks (for an average system of 200 cells or less) prior to the
scheduled start of the BDP service.
	 
	 	 
	q

	 	Notifying Lucent of a start date for which the BDP scripts will be needed (i.e. 1xEV-DO Radio Network
Controller (RNC) integration date, cell integration or RF neighbor update start date)
	 
	 	 
	q

	 	Providing Lucent with remote access with the appropriate login/password and security permissions to
the 1xEV-DO RNC and the OMP-FX.






2.3 Schedule / Timeline




	 	 	 
	q

	 	Customer and Lucent will mutually agree in advance on project schedules or start date before
commencement of work.
	 
	 	 
	q

	 	Lucent personnel will begin work after acceptance of Customer’s purchase order and Customer’s
completion of any pre-conditions for which Customer is responsible under this SOW.
	 
	 	 
	q

	 	Provision of the service is subject to a minimum lead-time of 4 weeks after purchase order
acceptance. After purchase order acceptance, Lucent will propose a specific schedule for Customer’s
concurrence. If the parties have not agreed upon another delivery timetable within 2 weeks from acceptance
of the purchase order, then the service will be delivered according to the schedule proposed by Lucent.






2.4 Exclusions




	 	 	 
	q

	 	Once the BDP questionnaire has been signed off by the customer, any changes to the BDP work will
require additional services
	 
	 	 
	q

	 	Validity and accuracy of neighbor list information is only guaranteed when Lucent Technologies
performs RF Optimization service under a separate Statement of Work






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2.5 Assumptions




	 	 	 
	q

	 	Training of customer staff is not included within this SOW
	 
	 	 
	q

	 	The BDP will be performed once. Therefore, it is crucial the customer provides 100% of the data in
the BDP worksheet 3 weeks before the start of the BDP. If 100% of the data is not received, then the
customer either agrees to delay the BDP until all of the data is received or pays additional fees to add
the late data. In addition, revisions to the BDP worksheet after it has been received by Lucent will
require additional fees. Lucent will not add or revise the design data in the once the completed BDP
worksheet is received until additional POs are received.
	 
	 	 
	q

	 	The BDP is performed based on the data in the BDP worksheet. Any late cells (data not received),
additional cells (new cells) or changes to the BDP questionnaire after it has been returned to Lucent will
be treated as new requests for services and be governed by the change control section in this SOW
	 
	 	 
	q

	 	The BDP questionnaire includes RF neighbor list information
	 
	 	 
	q

	 	A dump of the existing wireless system(s) may be used to obtain all or portions of the data needed to
build the BDP scripts.







	2.6	 	Service-Specific Acceptance




Lucent shall notify Customer upon completion of the Services. Customer shall have ten days
from the notice to notify Lucent that the Services do not conform to the requirements described in
this SOW. Services shall be deemed accepted on the earliest of: (1) the passage of ten days with
no notice of non-conformance; (2) Customer’s actual acceptance; or (3) Customer’s use of the
Services, the result of the Services or any deliverable, whether or not the use is
revenue-generating.




3 General terms



Unless otherwise stated in previous sections of this SOW, the following terms apply to all
services. Additional terms and conditions are per the Agreement.




3.1 Conditions




	 	 	 
	q

	 	Lucent reserves the right to determine which
personnel to assign to perform Services. Lucent
personnel shall at all times be subject to the
employment conditions of Lucent and not those of
Customer. If Lucent personnel are present on
Customer’s premises, those Lucent personnel shall
respect Customer’s on-site conditions.






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Cricket — 1XEV-DO                 STARS #: MWS-06-000044A1




	 	 	 
	q

	 	Lucent may use proprietary tools and software
for providing this service. The stated price does
not include the sale, licensing or transfer of such
tools to Customer.
	 
	 	 
	q

	 	All work will be performed during normal
business hours – 8 AM to 5 PM, local time, Monday
through Friday — unless different working
hours/schedule have been specified elsewhere in the
SOW.






3.2 Change Management



The pricing in this SOW is based upon performance of the tasks and provision of deliverables
specifically defined in this document. Requests for additional work activities that are not
described in this document, including Customer-required overtime or night work, or the application
of any different or additional criteria or testing in connection with any services or deliverables,
are subject to acceptance by Lucent and will entail additional charges to Customer. Certain
matters may require a new quotation under a separate Statement of Work. If Lucent agrees to
perform additional work activities under a SOW, Customer shall execute a Change Order in accordance
with Lucent’s Change Management Process to confirm the schedule impact and Lucent’s authorization
to perform and bill for such work activities.



Additional charges may apply if performance or completion of the service is delayed for any reason
attributable to Customer. In such cases, Customer agrees to authorize: (a) Lucent’s billing for
such work activities on a time and material basis at Lucent’s then current standard rates and
subject to any applicable per incident and/or minimum hourly billing requirements then in effect
and/or (b) the schedule extension attributable to the delay.




3.3 Warranty




     Lucent warrants that at the time of Performance, Services will be performed in a
workmanlike manner and in accordance with good industry practice in the community in which Services
are performed. If Services performed by Lucent prove not to have been so performed, and if
Customer notifies Lucent to that effect within 30 calendar days commencing on the date of the
performance of the Service giving rise to the claim, Lucent, at its option, either will correct all
confirmed defects or deficiencies in the performance of the Services or render a pro-rated credit
for the defective or non-conforming portion of the Services based upon the original change for the
Services.


THIS SERVICES WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY. THIS
WARRANTY BEGINS IMMEDIATELY UPON COMPLETION OF THE SERVICES AND IS CUSTOMER’S SOLE AND EXCLUSIVE
REMEDY FOR ANY CLAIM THAT THE SERVICES DO NOT COMPLY WITH REQUIREMENTS, ARE DEFECTIVE OR DO NOT
SATISFY THE ABOVE WARRANTY. LUCENT’S SOLE OBLIGATION SHALL BE TO MAKE CORRECTIONS OR GIVE A CREDIT
AS SET FORTH ABOVE IN THIS WARRANTY.




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4 Pricing Section




	 	 	 
	4.1

	 	Pricing Notes
	 
	o
	 	 
	 
	 	 
	o

	 	All prices are in $US, unless stated otherwise.






4.2 Pricing




Per Attachment F to Amendment No. 9




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Cricket — 1XEV-DO                STARS #: MWS-06-000044A1




AMENDMENT NO. 9 ATTACHMENT B




LUCENT TECHNOLOGIES 




STATEMENT OF WORK




1xEV-DO Cell Integration Service




Cricket’s




November 4, 2005




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THE SECURITIES AND EXCHANGE COMMISSION.




 









 













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Table of Contents




	 	 	 	 	 
	1 INTRODUCTION
	 	 	3	 
	 
	 	 	 	 
	Description of Services
	 	 	4	 
	 
	 	 	 	 
	2 1XEV-DO CELL INTEGRATION SERVICE
	 	 	4	 
	 
	 	 	 	 
	2.1 Elements of Work and Lucent Responsibilities
	 	 	4	 
	2.1.1 Description
	 	 	4	 
	2.1.2 Tasks
	 	 	4	 
	2.1.3 Deliverables
	 	 	5	 
	2.2 Customer Responsibilities
	 	 	5	 
	2.3 Schedule / Timeline
	 	 	7	 
	2.4 Exclusions
	 	 	7	 
	2.5 Assumptions
	 	 	7	 
	2.6 Service-Specific Acceptance
	 	 	7	 
	 
	 	 	 	 
	3 GENERAL TERMS
	 	 	8	 
	 
	 	 	 	 
	3.1 Conditions
	 	 	8	 
	3.2 Change Management
	 	 	8	 
	3.3 Warranty
	 	 	9	 
	 
	 	 	 	 
	4 PRICING SECTION
	 	 	9	 
	 
	 	 	 	 
	4.1 Pricing Notes
	 	 	9	 
	4.2 Pricing
	 	 	9	 






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1 Introduction



This Statement of Work (SOW) describes the deliverables, parties’ respective responsibilities
and other conditions applicable for the provision of 1xEVDO Cell Integration Services by Lucent
Technologies Inc. (“Lucent”) for Cricket Communication, Inc. (“Customer”). Performance of the
Services described in this SOW shall be governed by the terms of that Amended and Restated System
Equipment Purchase Agreement between Lucent and Customer effective June 30, 2000, as modified by
Amendment No. 1 through Amendment No. 9 (the “Agreement”). In the event of a conflict between the
terms of the Agreement and this SOW, the terms of this SOW shall prevail with respect to the
subject matter contained herein. Lucent’s performance of the services described will begin on a
mutually agreed date after acceptance of Customer’s purchase order and Customer’s completion of any
pre-conditions for which Customer will be responsible, as described in this document. .



Lucent’s performance of the Services described below is subject to the assumptions, exclusions and
other conditions identified in this document.




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Description of Services




2 1xEV-DO Cell Integration Service




2.1 Elements of Work and Lucent Responsibilities




2.1.1 Description




Lucent’s 1xEV-DO Cell Integration Service
integrates cells into a 1xEV-DO system.




2.1.2 Tasks




Lucent shall:




2.1.2.1 Elemental Integration





	 	 	q Provision cell IP addressing scheme.
	 
	 	 	q Once connectivity is established, download the appropriate 1xEV-DO cell generic.
	 
	 	 	q Calibrate 1xEV-DO cell output power with assistance from field technicians for
all applicable configurations.





2.1.2.2 Integration Verification




	 	 	 	 	 
	 

	 	q
	 	Perform cell alarm tests to verify that each configured alarm is being
reported properly to the Element Management System (EMS) for all applicable
configurations.
	 
	 	 	 	 
	 

	 	q
	 	Perform call-processing tests on a per sector basis to verify the 1xEV-DO cell
site is capable of completing a Simple Internet Protocol (SIP) or Mobile IP (MIP) data
call.
	 
	 	 	 	 
	 

	 	q
	 	Provide [***] cell integration technical support to resolve any alarm
conditions related to 1xEV-DO carrier integration.
	 
	 	 	 	 
	 

	 	q
	 	Perform File Transfer Protocol (FTP) closed loop testing on [***] 1xEV-DO
cells determined by the Lucent Radio Frequency (RF)/Cell integration teams for market size
of greater than [***] cell sites when Lucent RF Optimization services are purchased.






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2.1.3 Deliverables




Lucent shall provide:





	 	 	q A mutually agreed upon schedule for the integration activity.
	 
	 	 	q A service completion verification form on the cell integration activity.





2.2 Customer Responsibilities




Customer shall:




	 	 	 	 	 
	 

	 	q
	 	Provide the start date when the 1xEV-DO cell integration can be performed.
	 
	 	 	 	 
	 

	 	q
	 	Complete a cell integration design questionnaire and provide to Lucent 2 weeks
prior to the cell integration start date.
	 
	 	 	 	 
	 

	 	q
	 	Add the 1xEV-DO cell configuration data into the 1xEV-DO Radio Network
Controller (RNC) database via EMS, if the 1xEV-DO Bulk Data Provisioning (BDP) service is
not purchased from Lucent.
	 
	 	 	 	 
	 

	 	q
	 	Establish physical connectivity between the cell and the Radio Network
Controller (RNC), including provisioning of the Aggregation Routers (ARs).
	 
	 	 	 	 
	 

	 	q
	 	Ensure following cell site preparation issues are resolved prior to cell
integration activities:







	 	Ø	 	Update 3G1x Executive Cellular Processor (ECP) translations to meet 1xEV-DO
hardware requirements for all mixed-mode cell configurations prior to 1xEV-DO cell
integration.
	 
	 	Ø	 	Ensure antennas are connected to the 1xEV-DO carrier/cell.
	 
	 	Ø	 	Ensure all T1 facilities are provisioned and any issues with DACS cross
connect, cabling, and loop backs are resolved prior to cell integration.
	 
	 	Ø	 	Ensure AR(s) and Ethernet switch(es) are integrated and configured for cell
connectivity.





	 	 	 	 	 
	 

	 	q
	 	Perform loop back test from RNC to cell site Channel Switch Unit (CSU) to
ensure no cell connectivity issues exist prior to scheduling each cell site for
integration.
	 
	 

	 	q
	 	Provide dedicated data network engineer(s) to address cell connectivity issues
including AR(s), Ethernet Switch(s), Packet Data Service Nodes (PDSNs) and Home Agent (HA)
configurations during cell integration activity, unless Lucent has been contracted to
perform this service under a separate SOW.






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TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.





 









 













Cricket — 1XEV-DO                STARS #: MWS-06-000044A1




	 	 	 	 	 
	 

	 	q
	 	Provide field switch technician(s) to resolve any DACS/T1 issues during cell
integration activity.
	 
	 	 	 	 
	 

	 	q
	 	Provide physical access to cell sites for Lucent field technicians to perform
required integration and troubleshooting activities.
	 
	 	 	 	 
	 

	 	q
	 	Participate in pre-integration meetings with Lucent Program Management (PM)
and integration engineers to discuss integration activities, roles and responsibilities.
	 
	 	 	 	 
	 

	 	q
	 	Provide an agreed upon cell integration schedule [***] business days prior to
the start of work.
	 
	 	 	 	 
	 

	 	q
	 	Provide a maintenance window of [***] hours per cell for configurations that
require a maintenance window (i.e., 1xEV-DO on legacy modcells, growth modcells).
	 
	 	 	 	 
	 

	 	q
	 	Provide stable and timely remote access to the 1xEV-DO network upon request.
This is required in order to complete cell integration in a timely and efficient manner.
	 
	 	 	 	 
	 

	 	q
	 	Immediately following cell integration, assume responsibility for monitoring
and maintaining the cell site.
	 
	 	 	 	 
	 

	 	q
	 	Provide Lucent field technicians supporting cell integrations with 1xEV-DO
access terminals to perform call through testing. A minimum of 3 access terminals or
more, depending on the quantity of cell integrations, is required.
	 
	 	 	 	 
	 

	 	q
	 	To support FTP closed loop testing activities when performed:







	 	Ø	 	Provide a minimum of one provisioned access terminal (AirCards) per Lucent
integration team.
	 
	 	Ø	 	Allow access to an FTP server internal to the network for Lucent to perform the
FTP closed loop testing.
	 
	 	Ø	 	Provide maps and drive routes to 1xEV-DO cell site locations selected.





	 	 	 	 	 
	 

	 	q
	 	During planning stages, provide remote access with the appropriate
login/password as well as security permissions with read/write capability to the 1xEV-DO
RNC as well as the OMP-FX. Provide access to the following:







	 	Ø	 	EMS GUI Web
	 
	 	Ø	 	Command Line Interface (CLI)
	 
	 	Ø	 	1xEV-DO RNC and AP root level access
	 
	 	Ø	 	OMP Shell access





6

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V2-R3.2



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[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT
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THE SECURITIES AND EXCHANGE COMMISSION.






 









 













Cricket — 1XEV-DO                STARS #: MWS-06-000044A1




2.3 Schedule / Timeline




Customer and Lucent will mutually agree in advance on project schedules or start date before
commencement of work.



2.4 Exclusions




The following items are not included:




	 	 	 	 	 
	 

	 	q
	 	ECP translations
	 
	 	 	 	 
	 

	 	q
	 	Voice carrier re-configuration or frequency retune(s) if required prior to
1xEV-DO carrier integration
	 
	 	 	 	 
	 

	 	q
	 	Design of the cell
	 
	 	 	 	 
	 

	 	q
	 	BDP of cell configuration data and neighbor list
	 
	 	 	 	 
	 

	 	q
	 	Changes needed after integration (a new service must be purchased to implement
any changes)
	 
	 	 	 	 
	 

	 	q
	 	Any cost associated with recommended repairs or changes to the wireless
network or equipment
	 
	 	 	 	 
	 

	 	q
	 	Voice functional tests and voice call processing test
	 
	 	 	 	 
	 

	 	q
	 	Training of Customer staff






2.5 Assumptions




	 	 	 	 	 
	 

	 	q
	 	This service will involve an on-site technician and a remote resource to
complete the integration.
	 
	 	 	 	 
	 

	 	q
	 	The call processing testing and FTP closed loop testing do not guarantee any
peak or average data rates for the 1xEV-DO carrier under test. Performance of the 1xEV-DO
network is achieved through the 1xEV-DO RF Optimization service and 1xEV-DO Data Network
Analysis service (provided under separate SOWs).






2.6 Service-Specific Acceptance



Lucent shall notify Customer upon completion of the Services. Customer shall have ten days
from the notice to notify Lucent that the Services do not conform to the requirements described in
this SOW. Services shall be deemed accepted on the earliest of: (1) the passage of ten days




7

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Copyright © 2005 Lucent Technologies, Inc. All Rights Reserved.



V2-R3.2



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[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.





 









 













Cricket — 1XEV-DO                STARS #: MWS-06-000044A1



with no notice of non-conformance; (2) Customer’s actual acceptance; or (3) Customer’s use of the
Services, the result of the Services or any deliverable, whether or not the use is
revenue-generating.




3 General terms



Unless otherwise stated in previous sections of this SOW, the following terms apply to all
services. Additional terms and conditions are per the Agreement.




3.1 Conditions




	 	 	 	 	 
	 

	 	q
	 	Lucent reserves the right to determine which personnel to assign to perform
Services. Lucent personnel shall at all times be subject to the employment conditions of
Lucent and not those of Customer. If Lucent personnel are present on Customer’s premises,
those Lucent personnel shall respect Customer’s on-site conditions.
	 
	 	 	 	 
	 

	 	q
	 	Lucent may use proprietary tools and software for providing this service. The
stated price does not include the sale, licensing or transfer of such tools or software to
Customer.
	 
	 	 	 	 
	 

	 	q
	 	All work will be performed during normal business hours – 8 AM to 5 PM, local
time, Monday through Friday, excluding Lucent holidays — unless different working
hours/schedule have been specified elsewhere in the SOW.






3.2 Change Management



The pricing in this SOW is based upon performance of the tasks and provision of deliverables
specifically defined in this document. Requests for additional work activities that are not
described in this document, including Customer-required overtime or night work, or the application
of any different or additional criteria or testing in connection with any services or deliverables,
are subject to acceptance by Lucent and will entail additional charges to Customer. Certain
matters may require a new quotation under a separate Statement of Work. If Lucent agrees to
perform additional work activities under a SOW, Customer shall execute a Change Order in accordance
with Lucent’s Change Management Process to confirm the schedule impact and Lucent’s authorization
to perform and bill for such work activities.



Additional charges may apply if performance or completion of the service is delayed for any reason
attributable to Customer. In such cases, Customer agrees to authorize: (a) Lucent’s billing for
such work activities on a time and material basis at Lucent’s then current standard rates and
subject to any applicable per incident and/or minimum hourly billing requirements then in effect
and/or (b) the schedule extension attributable to the delay.




8

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V2-R3.2



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[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.




 









 












Cricket — 1XEV-DO                STARS #: MWS-06-000044A1




3.3 Warranty



Lucent warrants that at the time of Performance, Services will be performed in a workmanlike
manner and in accordance with good industry practice in the community in which Services are
performed. If Services performed by Lucent prove not to have been so performed, and if Customer
notifies Lucent to that effect within 30 calendar days commencing on the date of the performance of
the Service giving rise to the claim, Lucent, at its option, either will correct all confirmed
defects or deficiencies in the performance of the Services or render a pro-rated credit for the
defective or non-conforming portion of the Services based upon the original change for the
Services.



THIS SERVICES WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY. THIS
WARRANTY BEGINS IMMEDIATELY UPON COMPLETION OF THE SERVICES AND IS CUSTOMER’S SOLE AND EXCLUSIVE
REMEDY FOR ANY CLAIM THAT THE SERVICES DO NOT COMPLY WITH REQUIREMENTS, ARE DEFECTIVE OR DO NOT
SATISFY THE ABOVE WARRANTY. LUCENT’S SOLE OBLIGATION SHALL BE TO MAKE CORRECTIONS OR GIVE A CREDIT
AS SET FORTH ABOVE IN THIS WARRANTY.




4 Pricing Section




4.1 Pricing Notes




	 	 	 	 	 
	 

	 	q	 	 
	 
	 	 	 	 
	 

	 	q
	 	All prices are in $US, unless stated otherwise.






4.2 Pricing




Per Attachment F to Amendment No. 9




9

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Copyright © 2005 Lucent Technologies, Inc. All Rights Reserved.



V2-R3.2



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[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.





 









 











			
	Cricket — Albuquerque — 1xEV-DO BS Consultant
	 	STARS #: MWS-06-000044A1






Amendment No. 9 Attachment C




LUCENT TECHNOLOGIES 




STATEMENT OF WORK




Cricket’s




1xEV-DO Base Station Consultant




December 8th, 2005




1

Lucent Proprietary and Confidential

Copyright © 2005 Lucent Technologies, Inc. All Rights Reserved.




LWS-R3.1

Cricket Amd 9 Att C_1xEVDO_Base station
Consultant(1-11-06)



[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 










			
	Cricket — Albuquerque — 1xEV-DO BS Consultant
	 	STARS #: MWS-06-000044A1






	 	 	 	 	 
	Table of Contents
	 	 	 	 
	 
	 	 	 	 
	1 INTRODUCTION
	 	 	3	 
	 
	 	 	 	 
	Description of Services
	 	 	4	 
	 
	 	 	 	 
	2 1XEV-DO BASE STATION CONSULTANT
	 	 	4	 
	 
	2.1 Elements of Work and Lucent Responsibilities
	 	 	4	 
	2.1.1 Description
	 	 	4	 
	2.1.2 Tasks
	 	 	4	 
	2.1.3 Deliverables
	 	 	4	 
	2.2 Customer Responsibilities
	 	 	5	 
	2.3 Schedule / Timeline
	 	 	5	 
	2.4 Exclusions
	 	 	5	 
	2.5 Assumptions
	 	 	5	 
	2.6 Service-Specific Acceptance
	 	 	6	 
	 
	 	 	 	 
	3 GENERAL TERMS
	 	 	6	 
	 
	3.1 Conditions
	 	 	6	 
	3.2 Change Management
	 	 	6	 
	3.3 Acceptance/Warranty
	 	 	7	 
	 
	 	 	 	 
	4 PRICING SECTION
	 	 	7	 
	 
	4.1 Pricing Notes
	 	 	7	 
	4.2 Pricing
	 	 	7	 






2

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Copyright © 2005 Lucent Technologies, Inc. All Rights Reserved.




LWS-R3.1

Cricket Amd 9 Att C_1xEVDO_Base station
Consultant(1-11-06)



[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 










			
	Cricket — Albuquerque — 1xEV-DO BS Consultant
	 	STARS #: MWS-06-000044A1







	1	 	INTRODUCTION




This Statement of Work (SOW) describes the deliverables, parties’ respective responsibilities
and other conditions applicable for the provision of 1xEV-DO Base Station Consultant Services by
Lucent Technologies Inc. (“Lucent”) for Cricket Communication, Inc. (“Cricket”) or (“Customer”).
Performance of the Services described in this SOW shall be governed by the terms of that Amended
and Restated System Equipment Purchase Agreement between Lucent and Customer effective June 30,
2000, as modified by Amendment No. 1 through Amendment No. 9 (the “Agreement”). In the event of a
conflict between the terms of the Agreement and this SOW, the terms of this SOW shall prevail with
respect to the subject matter contained herein. Lucent’s performance of the services described will
begin on a mutually agreed date after acceptance of Customer’s Purchase Order and Customer’s
completion of any pre-conditions for which Customer will be responsible, as described in this
document.



Lucent’s performance of the Services described below is subject to the assumptions, exclusions and
other conditions identified in this document.




3

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Consultant(1-11-06)



[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 










			
	Cricket — Albuquerque — 1xEV-DO BS Consultant
	 	STARS #: MWS-06-000044A1






Description of Services





	2	 	1xEV-DO Base Station Consultant






	2.1	 	Elements of Work and Lucent Responsibilities




The services described in this SOW are for the following Equipment only:




1xEV-DO carrier in Flexent Modular cell 1.0/2.0/3.0/4.0





	2.1.1	 	Description




Lucent shall provide per market consulting support that aids Cricket in the [***] process.
This scope of work provides Cricket with an onsite consultation support for [***] and afterwards a
remote consultation support for a period of [***] for each contracted market.





	2.1.2	 	Tasks




Lucent shall under accepted Purchase Orders provide technical consultation in:



[***]





	2.1.3	 	Deliverables
	 
	q	 	Weekly status reports outlining the activities for that week
	 
	2.2	 	Customer Responsibilities
	 
	q	 	Provide appropriate login/password as well as security permissions for the
following OMP/AP maintenance interfaces:






a) EMS GUI Web



4

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Consultant(1-11-06)



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	Cricket — Albuquerque — 1xEV-DO BS Consultant
	 	STARS #: MWS-06-000044A1







b) Command Line Interface (CLI)




c) 1XEV-DO AP root




d) OMP Shell




e) ECP RC/V (read/write), if cell is on release R25.




	q	 	Office space and facilities (desk, telephone, modem access line and fax machine) for Lucent Engineering use.
	 
	2.3	 	Schedule / Timeline
	 
	q	 	Customer and Lucent will mutually agree in advance on project schedules or start date before commencement of
work.
	 
	q	 	Lucent personnel will begin work after acceptance of Customer’s Purchase Order and Customer’s completion of
any pre-conditions for which Customer is responsible under this SOW.
	 
	q	 	Provision of the service is subject to a minimum lead-time of 4 weeks after purchase order acceptance. After
purchase order acceptance, Lucent will propose a specific schedule for Customer’s concurrence. If the parties have
not agreed upon another delivery timetable within 2 weeks from acceptance of the purchase order, then the service
will be delivered according to the schedule proposed by Lucent.
	 
	2.4	 	Exclusions
	 
	q	 	This service does not include technical consultation for Data Networking issues like Router, Ethernet
Switches, PDSN and Home Agent, unless customer has contracted Lucent to provide this service under a separate scope
of work.
	 
	q	 	This service does not include technical consultation for 1XEV-DO RF Optimization, unless customer has
contracted Lucent to provide this service under a separate scope of work.
	 
	q	 	This service does not include technical consultation for Bulk Data Provisioning Tool.
	 
	2.5	 	Assumptions
	 
	q	 	This service assumes 1xEV-DO RNC and OMP has already been integrated.





5

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LWS-R3.1

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Consultant(1-11-06)



[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 










			
	Cricket — Albuquerque — 1xEV-DO BS Consultant
	 	STARS #: MWS-06-000044A1







	2.6	 	Service-Specific Acceptance




Lucent shall notify Customer upon completion of the Services. Customer shall have ten days
from the notice to notify Lucent that the Services do not conform to the requirements described in
this SOW. Services shall be deemed accepted on the earliest of: (1) the passage of ten days with
no notice of non-conformance; (2) Customer’s actual acceptance; or (3) Customer’s use of the
Services, the result of the Services or any deliverable, whether or not the use is
revenue-generating.





	3	 	General terms




Unless otherwise stated in previous sections of this SOW, the following terms apply to all
services. Additional terms and conditions are per the Agreement.





	3.1	 	Conditions
	 
	q	 	Lucent reserves the right to determine which personnel to
assign to perform Services. Lucent personnel shall at all
times be subject to the employment conditions of Lucent and
not those of Customer. If Lucent personnel are present on
Customer’s premises, those Lucent personnel shall respect
Customer’s on-site conditions.
	 
	q	 	Lucent may use proprietary tools and software for
providing this service. The stated price does not include the
sale, licensing or transfer of such tools to Customer.
	 
	q	 	All work will be performed during normal business hours –
8 AM to 5 PM, local time, Monday through Friday — unless
different working hours/schedule have been specified elsewhere
in the SOW.
	 
	3.2	 	Change Management




The pricing in this SOW is based upon performance of the tasks and provision of deliverables
specifically defined in this document. Requests for additional work activities that are not
described in this document, including Customer-required overtime or night work, or the application
of any different or additional criteria or testing in connection with any services or deliverables,
are subject to acceptance by Lucent and will entail additional charges to Customer. Certain
matters may require a new quotation under a separate Statement of Work. If Lucent agrees to
perform additional work activities under a SOW, Customer shall execute a Change Order in accordance
with Lucent’s Change Management Process to confirm the schedule impact and Lucent’s authorization
to perform and bill for such work activities.



Additional charges may apply if performance or completion of the service is delayed for any reason
attributable to Customer. In such cases, Customer agrees to authorize: (a) Lucent’s




6

Lucent Proprietary and Confidential

Copyright © 2005 Lucent Technologies, Inc. All Rights Reserved.




LWS-R3.1

Cricket Amd 9 Att C_1xEVDO_Base station
Consultant(1-11-06)



[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 










			
	Cricket — Albuquerque — 1xEV-DO BS Consultant
	 	STARS #: MWS-06-000044A1





billing for such work activities on a time and material basis at Lucent’s then current standard
rates and subject to any applicable per incident and/or minimum hourly billing requirements then in
effect and/or (b) the schedule extension attributable to the delay.





	3.3	 	Warranty




Lucent warrants that at the time of Performance, Services will be performed in a
workmanlike manner and in accordance with good industry practice in the community in which Services
are performed. If Services performed by Lucent prove not to have been so performed, and if
Customer notifies Lucent to that effect within 30 calendar days commencing on the date of the
performance of the Service giving rise to the claim, Lucent, at its option, either will correct all
confirmed defects or deficiencies in the performance of the Services or render a pro-rated credit
for the defective or non-conforming portion of the Services based upon the original change for the
Services.



THIS SERVICES WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY. THIS
WARRANTY BEGINS IMMEDIATELY UPON COMPLETION OF THE SERVICES AND IS CUSTOMER’S SOLE AND EXCLUSIVE
REMEDY FOR ANY CLAIM THAT THE SERVICES DO NOT COMPLY WITH REQUIREMENTS, ARE DEFECTIVE OR DO NOT
SATISFY THE ABOVE WARRANTY. LUCENT’S SOLE OBLIGATION SHALL BE TO MAKE CORRECTIONS OR GIVE A CREDIT
AS SET FORTH ABOVE IN THIS WARRANTY.





	4	 	Pricing Section
	 
	4.1	 	Pricing Notes
	 
	q	 	
	 
	q	 	All prices are in $US, unless stated otherwise.
	 
	4.2	 	Pricing




Per Attachment F to Amendment No. 9




7

Lucent Proprietary and Confidential

Copyright © 2005 Lucent Technologies, Inc. All Rights Reserved.




LWS-R3.1

Cricket Amd 9 Att C_1xEVDO_Base station
Consultant(1-11-06)



[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




Attachment C









 










			
	Cricket — Albuquerque — 1xEV-DO BS Consultant
	 	STARS #: MWS-06-000044A1






8

Lucent Proprietary and Confidential

Copyright © 2005 Lucent Technologies, Inc. All Rights Reserved.




LWS-R3.1

Cricket Amd 9 Att C_1xEVDO_Base station
Consultant(1-11-06)



[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.





 










 






			
	 
	 	
	Cricket — Albuquerque – BTS Remote Technical Support
	 	STARS #: MWS-06-000044A1






Amendment No. 9 Attachment D




LUCENT TECHNOLOGIES INC.




STATEMENT OF WORK




Cricket’s




BTS [***] Integration Remote Technical

Support for




1xEV-DO Base station




December 8th, 2005




1

Lucent Proprietary and Confidential

Copyright © 2005 Lucent Technologies, Inc. All Rights Reserved.



LWS-R3.1 

Cricket Amd 9 Att D_EVDO BTS [***] Integration Technical Support 12-12-05(1-11-06)


[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




 









 








			
	 
	 	
	Cricket — Albuquerque — BTS Remote Technical Support
	 	STARS #: MWS-06-000044A1






	 	 	 	 	 
	Table of Contents
	 	 	 	 
	 
	 	 	 	 
	1    INTRODUCTION
	 	 	3	 
	 
	 	 	 	 
	Description of Services
	 	 	4	 
	 
	 	 	 	 
	2    1XEV-DO BTS [***] INTEGRATION REMOTE TECHNICAL SUPPORT
	 	 	4	 
	2.1     Elements of Work and Lucent Responsibilities
	 	 	4	 
	2.1.1   Description
	 	 	4	 
	2.1.2   Tasks
	 	 	4	 
	2.1.3   Deliverables
	 	 	4	 
	2.2    Customer Responsibilities
	 	 	4	 
	2.3    Schedule / Timeline
	 	 	5	 
	2.4     Exclusions
	 	 	5	 
	2.5    Assumptions
	 	 	6	 
	2.6     Service-Specific Acceptance
	 	 	6	 
	 
	 	 	 	 
	3     GENERAL TERMS
	 	 	6	 
	 
	 	 	 	 
	3.1     Conditions
	 	 	6	 
	3.2     Change Management
	 	 	7	 
	3.3     Warranty
	 	 	7	 
	 
	 	 	 	 
	4     PRICING SECTION
	 	 	8	 
	 
	 	 	 	 
	4.1     Pricing Notes
	 	 	8	 
	4.2     Pricing
	 	 	8	 






2

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Copyright © 2005 Lucent Technologies, Inc. All Rights Reserved.



LWS-R3.1 

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[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.






 









 








			
	 
	 	
	Cricket — Albuquerque — BTS Remote Technical Support
	 	STARS #: MWS-06-000044A1






1 Introduction



This Statement of Work (SOW) describes the deliverables, parties’ respective responsibilities
and other conditions applicable for the provision of BTS [***] Integration Remote Technical Support
Services by Lucent Technologies Inc. (“Lucent”) for Cricket Communications, Inc. (“Cricket”) or
(“Customer”). Performance of the Services described in this SOW shall be governed by the terms of
that Amended and Restated System Equipment Purchase Agreement between Lucent and Customer effective
June 30, 2000, as modified by Amendment No. 1 through Amendment No. 9 (the “Agreement”). In the
event of a conflict between the terms of the Agreement and this SOW, the terms of this SOW shall
prevail with respect to the subject matter contained herein. Lucent’s performance of the services
described will begin on a mutually agreed date after acceptance of Customer’s Purchase Order and
Customer’s completion of any pre-conditions for which Customer will be responsible, as described in
this document. .



Lucent’s performance of the Services described below is subject to the assumptions, exclusions and
other conditions identified in this document.




3

Lucent Proprietary and Confidential

Copyright © 2005 Lucent Technologies, Inc. All Rights Reserved.



LWS-R3.1 

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[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




 









 








			
	 
	 	
	Cricket — Albuquerque — BTS Remote Technical Support
	 	STARS #: MWS-06-000044A1






Description of Services




2 1xEV-DO BTS [***] Integration Remote Technical Support




2.1 Elements of Work and Lucent Responsibilities



The Services described in this SOW are for the following Equipment only:



1xEV-DO carrier in Flexent Modular cell 1.0/2.0/3.0/4.0




2.1.1 Description



Lucent shall provide remote technical support to facilitate Customer’s [***] integration of
1xEV-DO carrier on Flexent Modcular platform as follows:




a) Call in
support for 24 hours per day during normal business days (Monday
through Friday)



b) Pager support for weekends (Saturday through Sunday)



c) Technical support shall be provided over a [***] month period, which will begin on an agreed upon date, pursuant to Cricket’s issuance of a valid Purchase Order.




2.1.2 Tasks




Lucent shall provide remote technical support in:




[***]




2.1.3 Deliverables





	q	 	There are no deliverables for this Service.





2.2 Customer Responsibilities




Customer shall:




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	q	 	Provide appropriate login/password as well as security permissions for the following OMP/AP
maintenance interfaces upon request:




a) EMS GUI Web

b) Command Line Interface (CLI)

c) 1XEV-DO AP root

d) OMP Shell

e) ECP RC/V (read/write), if cell is on release R25.





	q	 	Provide a field switch technician(s) to resolve any DACS/ T1 issues during BTS [***] integration activity.
	 
	q	 	Provide data network engineers to work with Lucent engineers in resolving BTS connectivity issues.
	 
	q	 	Provide a primary point of contact and any additional contacts required for each location where BTS [***]
integration activities will take place.





2.3 Schedule / Timeline





	q	 	Lucent will propose a specific schedule for Customer’s concurrence. Customer and Lucent will mutually agree
in advance on project schedules or start date before commencement of work.
	 
	q	 	Lucent personnel will begin work after acceptance of Customer’s Purchase Order and Customer’s completion of
any pre-conditions for which Customer is responsible under this SOW.
	 
	q	 	Provision of the Service is subject to a minimum lead-time of 4 weeks after Purchase Order acceptance.





2.4 Exclusions





	q	 	This Service does not include on-site support by Lucent.
	 
	q	 	This service does not include technical support for [***].
	 
	q	 	This service does not include technical support for [***].





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2.5 Assumptions





	q	 	This Service assumes Lucent has been contracted to perform the Core Integration Services and that the Core
Integration Services have been completed in all Markets for which Services under this SOW are provided.





2.6 Service-Specific Acceptance



Lucent shall notify Customer upon completion of the Services. Customer shall have ten days
from the notice to notify Lucent that the Services do not conform to the requirements described in
this SOW. Services shall be deemed accepted on the earliest of: (1) the passage of ten days with
no notice of non-conformance; (2) Customer’s actual acceptance; or (3) Customer’s use of the
Services, the result of the Services or any deliverable, whether or not the use is
revenue-generating.




3 General terms



Unless otherwise stated in previous sections of this SOW, the following terms apply to all
services. Additional terms and conditions are per the Agreement.




3.1 Conditions





	q	 	Lucent reserves the right to determine which personnel to
assign to perform Services. Lucent personnel shall at all
times be subject to the employment conditions of Lucent and
not those of Customer. If Lucent personnel are present on
Customer’s premises, those Lucent personnel shall respect
Customer’s on-site conditions.
	 
	q	 	Lucent may use proprietary tools and software for
providing this service. The stated price does not include the
sale, licensing or transfer of such tools to Customer.
	 
	q	 	All work will be performed during normal business hours –
8 AM to 5 PM, local time, Monday through Friday — unless
different working hours/schedule have been specified elsewhere
in the SOW.





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3.2 Change Management



The pricing in this SOW is based upon performance of the tasks and provision of deliverables
specifically defined in this document. Requests for additional work activities that are not
described in this document, including Customer-required overtime or night work, or the application
of any different or additional criteria or testing in connection with any services or deliverables,
are subject to acceptance by Lucent and will entail additional charges to Customer. Certain
matters may require a new quotation under a separate Statement of Work. If Lucent agrees to
perform additional work activities under a SOW, Customer shall execute a Change Order in accordance
with Lucent’s Change Management Process to confirm the schedule impact and Lucent’s authorization
to perform and bill for such work activities.



Additional charges may apply if performance or completion of the service is delayed for any reason
attributable to Customer. In such cases, Customer agrees to authorize: (a) Lucent’s billing for
such work activities on a time and material basis at Lucent’s then current standard rates and
subject to any applicable per incident and/or minimum hourly billing requirements then in effect
and/or (b) the schedule extension attributable to the delay.




3.3 Warranty



Lucent warrants that at the time of Performance, Services will be performed in a workmanlike
manner and in accordance with good industry practice in the community in which Services are
performed. If Services performed by Lucent prove not to have been so performed, and if Customer
notifies Lucent to that effect within 30 calendar days commencing on the date of the performance of
the Service giving rise to the claim, Lucent, at its option, either will correct all confirmed
defects or deficiencies in the performance of the Services or render a pro-rated credit for the
defective or non-conforming portion of the Services based upon the original change for the
Services.



THIS SERVICES WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY. THIS
WARRANTY BEGINS IMMEDIATELY UPON COMPLETION OF THE SERVICES AND IS CUSTOMER’S SOLE AND EXCLUSIVE
REMEDY FOR ANY CLAIM THAT THE SERVICES DO NOT COMPLY WITH REQUIREMENTS, ARE DEFECTIVE OR DO NOT
SATISFY THE ABOVE WARRANTY. LUCENT’S SOLE OBLIGATION SHALL BE TO MAKE CORRECTIONS OR GIVE A CREDIT
AS SET FORTH ABOVE IN THIS WARRANTY.




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4 Pricing Section




4.1 Pricing Notes





	q
	 
	q	 	All prices are in $US, unless stated otherwise.





4.2 Pricing




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Ordering Instructions
	Service	 	Price ($)	 	 	 	40W40
	[***]
	 	[***]
	 	[***]
	 	[***]





Note: Should Customer also purchase Lucent’s [***] at the prices and terms specified in each
respective SOW, then Lucent will provide the Services under this SOW
at the [***].




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	Cricket Communications
	 	STARS # MWS-06-000045-A1
	 	 






AMENDMENT NO. 9 – ATTACHMENT E1




LUCENT TECHNOLOGIES 




STATEMENT OF WORK




Cricket Communications




MWS-06-000045-A1




October 31, 2005




Engineering & Installation




of Wireless Mobile Switching Center

(MSC) Equipment




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	Table of
Contents
	 	 	 	 
	 
	 	 	 	 
	1    INTRODUCTION
	 	 	3	 
	 
	 	 	 	 
	Description of Services
	 	 	 4	 
	 
	 	 	 	 
	2    ENGINEERING & INSTALLATION OF WIRELESS MOBILE SWITCHING CENTER (MSC) EQUIPMENT
	 	 	4	 
	 
	 	 	 	 
	2.1     Equipment Configuration
	 	 	 4	 
	2.2     Lucent Responsibilities – Site Survey
	 	 	 4	 
	2.2.1   Description
	 	 	4	 
	2.2.2   Site Survey Exclusion
	 	 	4	 
	2.2.3   Site Survey Tasks
	 	 	4	 
	2.2.4   Site Survey Deliverables
	 	 	5	 
	2.3     Lucent Responsibilities — Engineering
	 	 	 5	 
	2.3.1   Description
	 	 	5	 
	2.3.2   Engineering Tasks
	 	 	5	 
	2.3.3   Engineering Deliverables
	 	 	6	 
	2.4     Lucent Responsibilities — Installation
	 	 	 7	 
	2.4.1   Description
	 	 	7	 
	2.4.2   Installation Tasks
	 	 	7	 
	2.4.3   Installation Deliverables
	 	 	9	 
	2.5     Customer Responsibilities
	 	 	10	 
	2.5.1   Site Survey Phase:
	 	 	10	 
	2.5.2   Engineering Phase:
	 	 	10	 
	2.5.3   Installation Phase:
	 	 	11	 
	2.6     Schedule / Timeline
	 	 	14	 
	2.7     Exclusions
	 	 	14	 
	2.8     Assumptions
	 	 	15	 
	2.9     Service-Specific Acceptance
	 	 	15	 
	 
	 	 	 	 
	3     GENERAL TERMS
	 	 	16	 
	 
	 	 	 	 
	3.1     Conditions
	 	 	16	 
	3.2     Change Management
	 	 	16	 
	3.3    Warranty
	 	 	16	 
	 
	 	 	 	 
	4     PRICING SECTION
	 	 	17	 
	 
	 	 	 	 
	4.1     Pricing Notes
	 	 	17	 
	4.2     Pricing
	 	 	17	 
	·
	 	 	 	 






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1 Introduction



This Statement of Work (SOW) describes the deliverables, parties’ respective responsibilities
and other conditions applicable for the provision of Mobile Switching Center (“MSC”) Engineering
and Installation Services by Lucent Technologies Inc. (“Lucent”) for Cricket Communication, Inc.
(“Customer”). Performance of the Services described in this SOW shall be governed by the terms of
that Amended and Restated System Equipment Purchase Agreement between Lucent and Customer effective
June 30, 2000, as modified by Amendment No. 1 through Amendment No. 9 (the “Agreement”). In the
event of a conflict between the terms of the Agreement and this SOW, the terms of this SOW shall
prevail with respect to the subject matter contained herein. Lucent’s performance of the Services
described will begin on a mutually agreed date after acceptance of Customer’s purchase order and
Customer’s completion of any pre-conditions for which Customer will be responsible, as described in
this document. .



Lucent’s performance of the Services described below is subject to the assumptions, exclusions and
other conditions identified in this document.




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Description of Services




2 Engineering & Installation of Wireless Mobile Switching Center (MSC)
Equipment




2.1 Equipment Configuration



The Services described in this SOW apply to the following Equipment only:



 Engineer and Install [***]




2.2 Lucent Responsibilities – Site Survey




2.2.1 Description



If site survey Services are ordered, Lucent will perform a site survey to determine if
additional materials or information are needed for completion of the Services under this SOW. The
site survey will cover inspection of the equipment location, review of Customer provided
documentation, and collection of relevant information or data to complete the Equipment
configuration.




2.2.2 Site Survey Exclusion



Customer may elect not to have Lucent perform a Site Survey, in which case the following Site
Survey tasks become the responsibility of Customer. If site conditions hinder Lucent’s deployment
of Services, Customer agrees to execute a Change Order in accordance with Note 1 below to address
the corresponding cost and time impacts.




2.2.3 Site Survey Tasks





	 	q	 	Review the quantity and location of equipment and peripherals specific to the
site installation configuration.
	 
	 	q	 	Identify equipment shortages, standards issues, floor space problems and
equipment compatibility issues.






	 	Ø	 	Includes working identified issues with Customer, determining items needed for
compliance and parties responsible






	 	q	 	Verify DC power cable demarcation points and location of ground window.





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	 	q	 	Verify location of AC distribution cabinet.
	 
	 	q	 	Determine cable routing and location of Master Control Center (MCC).
	 
	 	q	 	Determine location of wall mounted alarm boxes.
	 
	 	q	 	Capture information necessary to determine distance and routing of DC Power cables.
	 
	 	q	 	Review and determine distance and routing of Optical and signal cabling.
	 
	 	q	 	Determine distance and cable route for frame ground and ground bar locations.
	 
	 	q	 	Determine equipment placement / layout.
	 
	 	q	 	Identify location of spare-parts cabinet.
	 
	 	q	 	Identify name and telephone number of local contacts.





2.2.4 Site Survey Deliverables





	 	q	 	Complete data collection of site requirements to be used by Lucent Engineering
to meet the requirements/specifications of this SOW
	 
	 	q	 	List of identified responsibilities and requirements for site engineering
compliance (i.e., HVAC, floor space, electrical and power, fiber connectivity, assignments
etc.)





2.3 Lucent Responsibilities — Engineering




2.3.1 Description



Lucent Engineering will configure Equipment requirements based on inputs from the Customer
order, completed questionnaires, and/or site survey data. The decisions as to specific Equipment
needs are based on each component’s functionality, capacity, and application of engineering rules
associated with each component.




2.3.2 Engineering Tasks



Lucent will perform the following Equipment engineering tasks to the extent applicable for the
type of Equipment to be deployed:





	 	q	 	Execute first-pass verification and integrity check of Customer
request/Purchase Order (e.g., does it meet general high-level compatibility requirements
such as software release, equipment availability, floor space, site/environmental
conditions, etc).
	 
	 	q	 	Identify recommended equipment framework and associated equipment racking.





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	 	q	 	Provide list of assignments and material to secure framework, per Customer or
zoning requirements.
	 
	 	q	 	Provide list of assignments and materials for the grounding of equipment and
associated framework.
	 
	 	q	 	Provide front Equipment drawings to show Equipment layout in bay, including
circuit pack arrangement, wiring list assignments and mounting records.
	 
	 	q	 	Create equipment translations (GRCV, FITTS).
	 
	 	q	 	Provide power cable running list and assignment to run and connect the power
cables to the assigned GPDF’s fuse panel or circuit breaker position.
	 
	 	q	 	Provide AC power assignments and running lists to inverter.
	 
	 	q	 	Provide running lists and assignment to run and connect the fiber cables to
the assigned LGX bay, panel, and jack position.
	 
	 	q	 	Provide running list and assignments to run and connect the LAN interface
cables to the assigned Customer-provided router.
	 
	 	q	 	Provide running list and assignments to run and connect the DSX1 or DSX3
cables to the assigned DSX bay, panel, and jack position.
	 
	 	q	 	Provide running list and assignments to run and connect the alarm cables to
the assigned Vertical and Block of the MDF/SSLPDF, and alarm wall-mounted boxes.
	 
	 	q	 	Provide running list and assignments to run and connect the Timing cables to
the assigned Timing sources.
	 
	 	q	 	Provide running lists for x-dimension inter-cabinet cables, including fuse
alarm and communication bus multiples.
	 
	 	q	 	Update all Lucent site records and assignments.




Note: Depending upon Equipment configurations, all cabling assignments, Equipment framework, and
connecting devices may not be required.




2.3.3 Engineering Deliverables





	 	q	 	Provide technical specifications consisting of the following:






	 	Ø	 	Equipment installation instructions, notes and work items
	 
	 	Ø	 	Bill of materials
	 
	 	Ø	 	Applicable associated cable running lists, wiring lists and assignments as
itemized above





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	 	Ø	 	List of standard drawing references and associated Equipment manuals






	 	q	 	Provide drawings detailing the following:






	 	Ø	 	Floor-plan
	 
	 	Ø	 	Equipment layout
	 
	 	Ø	 	Framework and cabling
	 
	 	Ø	 	Equipment framework grounding






	 	q	 	Provide Equipment translations (GRCV, FITTS).






	 	Ø	 	Note: Rate and Route translations are available if contracted by Customer but
are not part of this SOW.





2.4 Lucent Responsibilities — Installation




2.4.1 Description



Lucent will install Equipment – performing the assembly, wiring and testing tasks listed in
this section according to Lucent’s and/or third-party manufacturer’s prescribed procedures
associated with the product furnished on the order (except Customer spares). The actual work
operations for any given installation job are dependent on the specific Equipment being installed
and the location and configuration of Customer site.




2.4.2 Installation Tasks




2.4.2.1 Method of Procedure (MOP)





	 	q	 	Lucent will prepare a detailed MOP document, which covers, but is not limited
to, the following:






	 	Ø	 	Major work activities to be performed by Lucent
	 
	 	Ø	 	Customer job-start responsibilities
	 
	 	Ø	 	Job start and end dates, and daily work schedules
	 
	 	Ø	 	Lucent and Customer contacts
	 
	 	Ø	 	Delivery, storage and staging of Equipment
	 
	 	Ø	 	Detailed Customer and Lucent security, safety and service protection
responsibilities and procedures
	 
	 	Ø	 	Transition documentation, covering the handoff of all deliverables and
signifying the completion of the Service






	 	q	 	Lucent will obtain appropriate Customer signatures on the MOP document before
installation begins.





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2.4.2.2 Material Receipt





	 	q	 	Arrange for material delivery at Customer site location, and provide
reasonable inspection for shipping damage.
	 
	 	q	 	Unpack and inventory materials.





2.4.2.3 Assembly and Cabling & Wiring





	 	q	 	Support Equipment framework or shelving in the assigned location, per
equipment footprint.
	 
	 	q	 	Mount all in-scope equipment/furniture, per front equipment and plan drawings.
	 
	 	q	 	Ground Equipment and associated framework, per grounding drawing or Lucent
grounding standards.
	 
	 	q	 	Insert and seat all circuit packs into Equipment shelves.
	 
	 	q	 	Run and connect power cables to the assigned GPDF’s fuse panel and fuse
position, per assignment drawing or specification.
	 
	 	q	 	Run and connect AC power for inverter.
	 
	 	q	 	Assemble fiber management system.
	 
	 	q	 	Run and connect fiber cables to the assigned LGX bay, panel, and jack
position, per assignment drawings or specification.
	 
	 	q	 	Run and connect LAN interface cable to the assigned Customer-provided router,
per specification.
	 
	 	q	 	Run and connect the DSX1 or DSX3 cables to the assigned DSX bay, panel, and
jack position, per assignment drawings or specification.
	 
	 	q	 	Run and connect the alarm cables to the assigned vertical and block of the
MDF/SSLPDF or alarm-receiving device.
	 
	 	q	 	Run and connect the timing cables to the assigned timing sources, per
assignment drawing or specification.
	 
	 	q	 	Run and connect the tip/ring cables from the line peripheral units to the distribution frame.
	 
	 	q	 	Clean and inspect field-connected fiber.






	 	Ø	 	Apply “wet” solvent to connector endface to dissolve/remove impurities.





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	 	Ø	 	Perform “dry” clean wipe to remove remaining impurities.
	 
	 	Ø	 	Use scope to inspect fiber for contaminants, chips, cracks and scratches.






	 	q	 	Stamp and/or affix aisle, shelf and unit designations.
	 
	 	q	 	Load provided provisioning software into the Equipment, per the engineering specification.




Note: Depending upon Equipment configurations, all cabling assignments, Equipment framework, and
connecting devices may not be required.




2.4.2.4 Standalone Equipment Testing





	 	q	 	Load Customer translations tape into the switch database.
	 
	 	q	 	Power up Equipment under normal power conditions and verify proper power-up.
	 
	 	q	 	Perform basic, standalone tests on the individual Equipment unit, per
manufacturer’s standard installation and test procedures.
	 
	 	q	 	Resolve all troubles encountered with Lucent-provided Equipment.
	 
	 	q	 	Notify Customer of any troubles with Customer-provided equipment.
	 
	 	q	 	All tests shall be “All Tests Passed” (ATP). (Testing specifically excludes
unequipped slots and spares, which can be performed by Lucent for an additional charge.)
	 
	 	q	 	Maintain test logs and trouble reports.





2.4.2.5 Installation Job Completion





	 	q	 	Remove from Customer site all tools and debris generated from the installation effort.
	 
	 	q	 	Mark and return office drawings to Engineering.
	 
	 	q	 	Provide Customer with all job documentation (e.g., job drawings,
specifications), test records, and inventoried Equipment spares and excess material (e.g.,
cables, fuses) (which will be left at the Customer site).
	 
	 	q	 	Verify proper completion of installation.
	 
	 	q	 	Issue Job Completion Notice to Customer.





2.4.3 Installation Deliverables



Lucent will provide the following:




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	 	q	 	MOP
	 
	 	q	 	Equipment installed, tested and ready for Customer handover
	 
	 	q	 	Job specification and other job documentation
	 
	 	q	 	Installation test records
	 
	 	q	 	Inventoried Customer spares ordered with the Equipment
	 
	 	q	 	Excess Customer-ordered/owned material (e.g., cables, fuses)
	 
	 	q	 	Job Completion Notice for Customer sign-off




Note: Customer will sign off on the Job Completion Notice or provide written notice giving
reasons for not doing so within five business days, otherwise the Job Completion Notice is deemed
signed.




2.5 Customer Responsibilities




2.5.1 Site Survey Phase:





	 	q	 	Provide:






	 	Ø	 	Specific site locations and directions
	 
	 	Ø	 	Site documentation, including site drawings and records
	 
	 	Ø	 	Access (e.g., permissions, keys, access codes) to secured or guarded building
and facilities
	 
	 	Ø	 	Customer representative to be present at time of survey






	 	q	 	Perform the additional tasks described in the Site Survey section of this SOW
if Customer elects not to have Lucent perform a Site Survey.





2.5.2 Engineering Phase:





	 	q	 	Provide:






	 	Ø	 	Completed questionnaires
	 
	 	Ø	 	Customer equipment requirements, as applicable for product
	 
	 	Ø	 	Master records (if available)
	 
	 	Ø	 	Software records and forms





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	 	Ø	 	Final approval of equipment footprint, floor plans layout(s)
	 
	 	Ø	 	All required demarcation assignments.
	 
	 	Ø	 	Network configuration.
	 
	 	 	 	Note: These last two activities are required, regardless of whether Lucent’s
engineering Service is or is not purchased.






	 	q	 	The following items are Customer responsibilities, unless contracted to Lucent
and identified on the purchase order:






	 	Ø	 	Build and load software Rate and Route translations (ODD)





2.5.3 Installation Phase:



For a new Mobile Switching Center (MSC) site:





	 	q	 	Provide access (e.g., permissions, keys, access codes) to secured or guarded
building and facilities. Provide access and space for delivery trucks and installation
team (e.g., unloading space, building opening of adequate size, equipment, storage areas,
elevators, loading dock, switch, power rooms).
	 
	 	q	 	Complete all site preparation tasks, including those identified by Lucent’s
site survey. [Customer will be responsible for additional charges for any additional work
effort required, including site revisits, as a result of the site not being ready, and the
schedule will be adjusted for the resulting delay, in accordance with Note 1 below.]
	 
	 	q	 	Site preparation tasks will include but are not limited to:






	 	Ø	 	Provide appropriate HVAC (heating, ventilation, air conditioning), AC power
(available within the installation area), lighting, structural analysis, and fire
protection/environmental hazard protections for installation site, as required by
law and in accordance with equipment manufacturer’s specifications.
	 
	 	Ø	 	Provide sufficient DC power, in accordance with equipment manufacturer’s
specifications, to power the new equipment, and assure that all required DC power
drops have been provided to the installation area, have been terminated to the
power supply, and have been identified.
	 
	 	Ø	 	Provide grounding system suitable for the equipment.
	 
	 	Ø	 	Provide environmental alarms.
	 
	 	Ø	 	Remove all hazardous materials (e.g., asbestos) and correct any hazardous
conditions that exist at the installation site.
	 
	 	Ø	 	Verify that equipment floor load-bearing capacity is adequate (a structural
analysis is recommended).
	 
	 	Ø	 	Provide alarm blocks and cable designations.
	 
	 	Ø	 	Provide aisle, shelf and unit designations.





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	 	q	 	Provide T1 or microwave facilities to Cells that are installed, tested and
operational, prior to the start of Cell Integration (on a cell-by-cell basis).
	 
	 	q	 	Provide installation instructions/documentation and assignments for
Customer-provided equipment.
	 
	 	q	 	Obtain permits/licenses and variances, if required. If Lucent is required to
obtain permits for the job, Customer will be responsible for any charges and will
reimburse Lucent upon an invoicing of said charges. Customer agrees to authorize such
invoicing by executing a Change Order (as defined in the Change Control Process section of
this SOW) at Lucent’s request.
	 
	 	q	 	Inform Lucent of the presence of any sensitive equipment at the work site
(e.g., equipment sensitive to static electricity, heat or light).
	 
	 	q	 	Make available sufficient floor space required for Equipment staging, storage
and installation.
	 
	 	q	 	Sign off on Installation Method of Procedure (MOP) document.
	 
	 	q	 	The following items are Customer responsibilities, unless contracted to Lucent
and identified on the purchase order:






	 	Ø	 	Provide all required bay frames, cabinets, and other support material.
	 
	 	Ø	 	Provide all required cable rack, fiber duct, lighting and common systems.
	 
	 	Ø	 	Provide all required connecting appliances (e.g., MDF terminal blocks, DSX jack
and panel, LGX panel, timing sources).
	 
	 	Ø	 	Input MSC translations, in both Digital Cellular Switch (DCS) and Executive
Cellular Switch (ECP), but not limited to, trunking, SS7, ISUP, CCS7, PSU links,
CSN, Acculink DSX, ATM and DACS. Prior to the start of testing of the first Base
Station (Cell), provide Cell translations, including, but not limited to, radio
settings and power levels.




For either a swap-out MSC at an existing site or growth to an existing MSC:





	 	q	 	Provide access (e.g., permissions, keys, access codes) to secured or guarded
building and facilities. Provide access and space for delivery trucks and installation
team (e.g., unloading space, building opening of adequate size, equipment, storage areas,
elevators, loading dock, switch, power rooms).
	 
	 	q	 	Complete all site preparation tasks, including those identified by Lucent’s
site survey. [Customer will be responsible for additional charges for any additional work
effort required, including site revisits, as a result of the site not being ready, and the
schedule will be adjusted for the resulting delay, in accordance with Note 1 below.]
	 
	 	q	 	Site preparation tasks will include but are not limited to:




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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 








	 	 	 	 	 
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	 	Ø	 	Provide sufficient DC power, in accordance with equipment manufacturer’s
specifications, to power both MSC’s simultaneously or the new equipment, being
added to the MSC. Assure that all required DC power drops are provided to the
installation area and have been terminated to the power supply.
	 
	 	Ø	 	Provide environmental alarms.
	 
	 	Ø	 	Verify that equipment floor load-bearing capacity is adequate (a structural
analysis is recommended).
	 
	 	Ø	 	Provide alarm blocks and cable designations.
	 
	 	Ø	 	Provide aisle, shelf and unit designations.






	 	q	 	Verify that the operational T1 or microwave facilities between the Cells and
MSC have sufficient capacity.
	 
	 	q	 	Provide installation instructions/documentation and assignments for
Customer-provided equipment.
	 
	 	q	 	Obtain permits/licenses and variances, if required. If Lucent is required to
obtain permits for the job, Customer will be responsible for any charges and will
reimburse Lucent upon an invoicing of said charges. Customer agrees to authorize such
invoicing by executing a Change Order (as defined in the Change Control Process section of
this SOW) at Lucent’s request.
	 
	 	q	 	Inform Lucent of the presence of any sensitive equipment at the work site
(e.g., equipment sensitive to static electricity, heat or light).
	 
	 	q	 	Make available sufficient floor space required for equipment staging, storage
and installation.
	 
	 	q	 	Sign off on Installation Method of Procedure (MOP) document.
	 
	 	q	 	The following items are Customer responsibilities, unless contracted to Lucent
and identified on the purchase order:






	 	Ø	 	Provide all required bay frames, cabinets, and other support material.
	 
	 	Ø	 	Provide all required cable rack, fiber duct, lighting and common systems.
	 
	 	Ø	 	Provide all required connecting appliances (e.g., MDF terminal blocks, DSX jack
and panel, LGX panel, timing sources).
	 
	 	Ø	 	Input MSC translations, in both Digital Cellular Switch (DCS) and Executive
Cellular Switch (ECP), but not limited to, trunking, SS7, ISUP, CCS7, PSU links,
CSN, Acculink DSX, ATM and DACS. Prior to the start of testing of the first Base
Station (Cell), provide Cell translations, including, but not limited to, radio
settings and power levels.




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	 	STARS # MWS-06-000045-A1
	 	





Note 1: The Customer responsibilities/tasks specified in this SOW are required in order for Lucent
to deploy the contracted Services. Non-compliance or failure to complete or delay in completing
such tasks may result in time/cost impacts. Customer agrees to execute a Change Order (as defined
in the Change Control Process section of this SOW) at Lucent’s request to confirm (a) Lucent’s
authorization to bill for such work activities (at the rates applicable under this SOW, or, if no
applicable rates are specified, then at Lucent’s then current standard rates.) and/or (b) the
schedule extension attributable to the failure or delay in completing the Customer tasks.




2.6 Schedule / Timeline



Customer and Lucent will mutually agree in advance on project schedules or start date before
commencement of work.




2.7 Exclusions





	 	q	 	Engineering drawings apply to the Equipment listed in this SOW and do not
include creation or update of Customer office records.
	 
	 	q	 	Price includes testing in accordance with Lucent’s and/or third-party
manufacturer’s published specifications and/or standard installation and test procedures,
which is to confirm standalone functionality of the individual Equipment unit.
End-to-end, integration, interoperability, network or other types of testing are not
included in this SOW.
	 
	 	q	 	Site material requirements and its pricing are not included in this SOW. Such
requirements and pricing shall be established after completion of the site survey or
receipt of Customer-submitted site material data. The site materials and associated
engineering and installation effort shall be quoted to Customer; and, upon approval,
Customer shall submit a separate Purchase Order for such site materials and associated
services.
	 
	 	q	 	Modification to, or repair of, Customer-provided material is excluded from
this SOW. New or used material provided by Customer shall be in such condition that it
requires no repair and no adjustment or test effort in excess of that normal for new
equipment.
	 
	 	q	 	The following items are excluded from this SOW:






	 	Ø	 	Site acquisitions
	 
	 	Ø	 	Site building construction and modifications
	 
	 	Ø	 	AC/DC power to the site
	 
	 	Ø	 	HVAC
	 
	 	Ø	 	Emergency power/generators, grounding
	 
	 	Ø	 	Permits/licenses
	 
	 	Ø	 	Spares




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	 	Ø	 	Product and Services training
	 
	 	Ø	 	Jumpers
	 
	 	Ø	 	Effort to run, clean and connect fiber jumpers from the LGX to the Outside Plant
	 
	 	Ø	 	Testing of spares
	 
	 	Ø	 	Removal and/or relocation of existing equipment





2.8 Assumptions





	 	q	 	Unless otherwise agreed upon, all prices are based on installation intervals
agreed by the parties in writing (including compressed schedules), or, if none, Lucent’s
standard installation intervals for the product in question.
	 
	 	q	 	Price includes allowance for normal travel and living for distances up to 65
miles between Lucent installation base location and Customer job site. Additional travel
and living expenses will be billed as incurred.
	 
	 	q	 	Unless otherwise noted, only normal delivery Services are included in this
price. Normal delivery is defined as:






	 	Ø	 	Not more than 30 days in a local warehouse.
	 
	 	Ø	 	Trucking, via single-axle drive trucks, up to approximately 100 miles from the
warehouse to the Customer site that has a loading dock and, if required, a freight
elevator of sufficient capacity to accommodate the Equipment being delivered.
	 
	 	Ø	 	Building openings of adequate size to accept Equipment assemblies.






	 	q	 	Unless otherwise specified, all far-end terminations, including but not
limited to DSX, LGX, power, alarms and grounding, must be on the same floor as the
Equipment being installed; and cable runs will be a maximum of 100 feet for Equipment and
50 feet for power.
	 
	 	q	 	Lucent shall provide protection for Customer equipment and buildings during
the performance of the Services, in accordance with Lucent’s standard practices.





2.9 Service-Specific Acceptance



Lucent shall notify Customer upon completion of the Services. Customer shall have ten days
from the notice to notify Lucent that the Services do not conform to the requirements described in
this SOW. Services shall be deemed accepted on the earliest of: (1) the passage of ten days with
no notice of non-conformance; (2) Customer actual acceptance; or (3) Customer use of the Services,
the result of the Services or any deliverable, whether or not the use is revenue-generating.



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	Cricket Communications

	 	STARS # MWS-06-000045-A1
	 	






3 General terms



Unless otherwise stated in previous sections of this SOW, the following terms apply to all
Services. Additional terms and conditions are per the Agreement.




3.1 Conditions





	 	q	 	Lucent reserves the right to determine which personnel to assign to perform
Services. Lucent personnel shall at all times be subject to the employment conditions of
Lucent and not those of Customer. If Lucent personnel are present on Customer premises,
those Lucent personnel shall respect Customer on-site conditions.
	 
	 	q	 	Lucent may use proprietary tools and software for providing this Service. The
stated price does not include the sale, licensing or transfer of such tools to Customer.
	 
	 	q	 	All work will be performed during normal business hours — 8 AM to 5 PM, local
time, Monday through Friday — unless different working hours/schedule have been specified
elsewhere in the SOW.





3.2 Change Management



The pricing in this SOW is based upon performance of the tasks and provision of deliverables
specifically defined in this document. Requests for additional work activities that are not
described in this document, including Customer-required overtime or night work, or the application
of any different or additional criteria or testing in connection with any Services or deliverables,
are subject to acceptance by Lucent and will entail additional charges to Customer. Certain
matters may require a new quotation under a separate Statement of Work. If Lucent agrees to
perform additional work activities under a SOW, Customer shall execute a Change Order in accordance
with Lucent’s Change Management Process to confirm the schedule impact and Lucent’s authorization
to perform and bill for such work activities.



Additional charges may apply if performance or completion of the Service is delayed for any reason
attributable to Customer. In such cases, Customer agrees to authorize: (a) Lucent’s billing for
such work activities on a time and material basis at Lucent’s then current standard rates and
subject to any applicable per incident and/or minimum hourly billing requirements then in effect
and/or (b) the schedule extension attributable to the delay.




3.3 Warranty



Lucent warrants that at the time of Performance, Services will be performed in a workmanlike
manner and in accordance with good industry practice in the community in which Services are
performed. If Services performed by Lucent prove not to have been so performed, and if Customer
notifies Lucent to that effect within 30 calendar days commencing on the date of the performance of
the Service giving rise to the claim, Lucent, at its option, either will correct all



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confirmed defects or deficiencies in the performance of the Services or render a pro-rated credit
for the defective or non-conforming portion of the Services based upon the original change for the
Services.



THIS SERVICES WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY. THIS
WARRANTY BEGINS IMMEDIATELY UPON COMPLETION OF THE SERVICES AND IS CUSTOMER’S SOLE AND EXCLUSIVE
REMEDY FOR ANY CLAIM THAT THE SERVICES DO NOT COMPLY WITH REQUIREMENTS, ARE DEFECTIVE OR DO NOT
SATISFY THE ABOVE WARRANTY. LUCENT’S SOLE OBLIGATION SHALL BE TO MAKE CORRECTIONS OR GIVE A CREDIT
AS SET FORTH ABOVE IN THIS WARRANTY.




4 Pricing Section




4.1 Pricing Notes





	 	q	 	 
	 
	 	q	 	All prices are in $US, unless stated otherwise.
	 
	 	q	 	 
	 
	 	q	 	Lucent’s pricing, as listed herein, is subject to change if the services are
provided in support of a governmental contract or are otherwise subject to a Prevailing
Wage Law. The term “Prevailing Wage Law” means the federal Davis-Bacon Act (Title 40 U.S.
Code, chapter 3, Section 276(a)) or any similar federal, state or local law or regulation
requiring that workers under certain contracts be paid the prevailing local wage for the
classification of work in question. Customer further agrees that, if a Prevailing Wage
Law is applicable, an adjustment to the pricing shall be made in proportion to the
increased amounts Lucent is required to pay as a result of application of the Prevailing
Wage Law. Customer agrees to execute Change Orders at Lucent’s request to memorialize
such pricing adjustment.





4.2 Pricing



Per Attachment F to Amendment No. 9



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Attachment E-1









 






	 	 	 	 	 
	Customer

	 	STARS # MWS-06-000044-A1
	 	






AMENDMENT NO. 9 — ATTACHMENT E2



LUCENT TECHNOLOGIES 



STATEMENT OF WORK



Cricket Communications



MWS-06-000044-A1



December 14, 2005



Installation of Wireless Base Station 
(Cell) Equipment



that is Mounted on a Horizontal Surface 
(e.g., Floor, Concrete Pad, Rooftop)


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	Customer

	 	STARS # MWS-06-000044-A1
	 	






Table of Contents




	 	 	 	 	 
	1 INTRODUCTION
	 	 	3	 
	 
	 	 	 	 
	Description of Services
	 	 	4	 
	 
	 	 	 	 
	2 INSTALLATION OF WIRELESS BASE STATION (CELL) EQUIPMENT THAT IS MOUNTED ON A
HORIZONTAL SURFACE (E.G., FLOOR, CONCRETE PAD, ROOFTOP)
	 	 	4	 
	 
	 	 	 	 
	2.1 Equipment Configuration
	 	 	 4	 
	2.2
Lucent Responsibilities — Installation
	 	 	 4	 
	2.2.1 Description
	 	 	4	 
	2.2.2 Installation
	 	 	4	 
	2.2.3 Installation Deliverables
	 	 	6	 
	2.3 Customer Responsibilities
	 	 	 7	 
	2.3.1 Installation Phase:
	 	 	7	 
	2.4 Schedule / Timeline
	 	 	10	 
	2.5 Exclusions
	 	 	10	 
	2.6 Assumptions
	 	 	11	 
	2.7
Service — Specific Acceptance
	 	 	11	 
	 
	 	 	 	 
	3 GENERAL TERMS
	 	 	12	 
	 
	 	 	 	 
	3.1 Conditions
	 	 	12	 
	3.2 Change Management
	 	 	12	 
	3.3 Warranty
	 	 	12	 
	 
	 	 	 	 
	4 PRICING SECTION
	 	 	13	 
	 
	 	 	 	 
	4.1 Pricing Notes
	 	 	13	 
	4.2 Pricing
	 	 	13	 





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	Customer

	 	STARS # MWS-06-000044-A1
	 	







	1	 	Introduction




This Statement of Work (SOW) describes the deliverables, parties’ respective responsibilities
and other conditions applicable for the provision of Cell Installation Services by Lucent
Technologies Inc. (“Lucent”) for Cricket Communication, Inc. (“Customer”). Performance of the
Services described in this SOW shall be governed by the terms of that Amended and Restated System
Equipment Purchase Agreement between Lucent and Customer effective June 30, 2000, as modified by
Amendment No. 1 through Amendment No. 9 (the “Agreement”). In the event of a conflict between the
terms of the Agreement and this SOW, the terms of this SOW shall prevail with respect to the
subject matter contained herein. Lucent’s performance of the services described will begin on a
mutually agreed date after acceptance of Customer’s purchase order and Customer’s completion of any
pre-conditions for which Customer will be responsible, as described in this document. .



Lucent’s performance of the Services described below is subject to the assumptions, exclusions and
other conditions identified in this document.

Customer



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	Customer

	 	STARS # MWS-06-000044-A1
	 	






Description of Services





	2	 	Installation of Wireless Base Station (Cell) Equipment that is Mounted on a
Horizontal Surface (e.g., Floor, Concrete Pad, Rooftop)






	2.1	 	Equipment Configuration




The services described in this SOW are for the following products only:





	 	•	 	[***]






	2.2	 	Lucent Responsibilities — Installation






	2.2.1	 	Description




Lucent will install Equipment — performing the assembly, wiring and testing tasks listed
below in this section according to Lucent’s and/or the third-party manufacturer’s prescribed
procedures associated with the product furnished on the order (except Customer spares). The actual
work operations for any given installation job are dependent on the specific Equipment being
installed and the location and configuration of Customer site.





	2.2.2	 	Installation






	2.2.2.1	 	Method of Procedure (MOP)






	 	q	 	Lucent will prepare a detailed MOP document, which covers, but is not limited
to, the following:






	 	Ø	 	Major work activities to be performed by Lucent
	 
	 	Ø	 	Customer job-start responsibilities
	 
	 	Ø	 	Job start and end dates, and daily work schedules
	 
	 	Ø	 	Lucent and Customer contacts
	 
	 	Ø	 	Delivery, storage and staging of Equipment
	 
	 	Ø	 	Detailed Customer and Lucent security, safety and service protection
responsibilities and procedures




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Lucent Proprietary and Confidential

Copyright © 2005 Lucent Technologies, Inc. All Rights Reserved.



V6-R3.1




Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)




[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 









 










	 	 	 	 	 
	Customer

	 	STARS # MWS-06-000044-A1
	 	







	 	Ø	 	Transition documentation, covering the handoff of all deliverables and
signifying the completion of the service






	 	q	 	Lucent will obtain appropriate Customer signatures on the MOP document before
installation begins.






	2.2.2.2	 	Material Receipt






	 	q	 	Arrange for material delivery at Customer site location, and provide
reasonable inspection for shipping damage.
	 
	 	q	 	Unpack and inventory materials.






	2.2.2.3	 	Assembly and Cabling & Wiring






	 	q	 	Support Equipment framework or shelving in the assigned location, per
Equipment footprint.
	 
	 	q	 	Mount all in-scope Equipment, per front Equipment drawing.
	 
	 	q	 	Install conduit for protected T1 line (for outdoor applications that are above
ground and 30 feet or less in length).
	 
	 	q	 	Ground Equipment and associated framework, per grounding drawing or Lucent
grounding standards.
	 
	 	q	 	Insert and seat all circuit packs into Equipment shelves.
	 
	 	q	 	Stamp and/or affix aisle, shelf and unit designations.
	 
	 	q	 	Run and connect all cables and wires — including AC and DC power, RF jumper,
ground, and alarm.
	 
	 	q	 	Verify integrity and continuity of cabling and wiring added.
	 
	 	q	 	Connect T1 to installed Equipment.
	 
	 	q	 	Dress and otherwise protect cabling and wiring.
	 
	 	q	 	Load provided provisioning software into the Equipment, per the engineering specification.




Note: Depending upon Equipment configurations, all cabling assignments, Equipment framework, and
connecting devices may not be required.



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Lucent Proprietary and Confidential

Copyright © 2005 Lucent Technologies, Inc. All Rights Reserved.



V6-R3.1




Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)




[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 









 








	 	 	 	 	 
	Customer

	 	STARS # MWS-06-000044-A1
	 	







	2.2.2.4	 	Standalone Equipment Testing






	 	q	 	Power up Equipment under normal power conditions and verify proper power-up.
	 
	 	q	 	Perform basic, standalone tests on the individual Equipment unit, per
manufacturer’s standard installation and test procedures.
	 
	 	q	 	Resolve all troubles encountered with Lucent-provided Equipment.
	 
	 	q	 	Notify Customer of any troubles with Customer-provided equipment.
	 
	 	q	 	All tests shall be “All Tests Passed” (ATP). (Testing specifically excludes
unequipped slots and spares, which can be performed by Lucent for an additional charge.)
	 
	 	q	 	Maintain test logs and trouble reports.






	2.2.2.5	 	Installation Job Completion






	 	q	 	Remove from Customer site all tools and debris generated from the installation effort.
	 
	 	q	 	Mark and return office drawings to Engineering.
	 
	 	q	 	Provide Customer with all job documentation (e.g., job drawings,
specifications), test records, and inventoried Equipment spares and excess material (e.g.,
cables, fuses) (which will be left at the Customer site).
	 
	 	q	 	Verify proper completion of installation.
	 
	 	q	 	Issue Job Completion Notice to Customer.






	2.2.3	 	Installation Deliverables




Lucent will provide the following:





	 	q	 	MOP
	 
	 	q	 	Equipment installed, tested and ready for Integration
	 
	 	q	 	Job specification and other job documentation
	 
	 	q	 	Installation test records
	 
	 	q	 	Inventoried Customer spares ordered with the Equipment
	 
	 	q	 	Excess Customer-ordered/owned material (e.g., cables, fuses)




 6




Lucent Proprietary and Confidential

Copyright ©  2005 Lucent Technologies, Inc. All Rights Reserved.



V6-R3.1




Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)




[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 








	 	 	 	 	 
	Customer

	 	STARS # MWS-06-000044-A1
	 	







	 	q	 	Job Completion Notice for Customer sign-off




Note: Customer will sign off on the Job Completion Notice or provide written notice giving
reasons for not doing so within five business days, otherwise the Job Completion Notice is deemed
signed.





	2.3	 	Customer Responsibilities
	 
	2.3.1	 	Installation Phase:




For a new Cell Site:





	 	q	 	Provide access (e.g., permissions, keys, access codes) to secured or guarded
building and facilities. Provide access and space for delivery trucks and installation
team (e.g., unloading space, building opening of adequate size, Equipment, storage areas,
elevators, loading dock, switch, power rooms).
	 
	 	q	 	Complete all site preparation tasks. [Customer will be responsible for
additional charges for any additional work effort required, including site revisits, as a
result of the site not being ready, and the schedule will be adjusted for the resulting
delay, in accordance with Note 1 below.]
	 
	 	q	 	Site preparation tasks will include but are not limited to:






	 	Ø	 	Provide appropriate HVAC (heating, ventilation, air conditioning), AC power
(available within the installation area), a connected and grounded surge protector
at the hatch plate, GPS antenna and mounting brackets (for CDMA applications),
lighting, structural analysis, and fire protection/environmental hazard
protections for installation site, as required by law and in accordance with
equipment manufacturer’s specifications.
	 
	 	Ø	 	Provide sufficient DC power, in accordance with equipment manufacturer’s
specifications, to power the new equipment, and assure that all required DC power
drops have been provided to the installation area, have been terminated to the
power supply, and have been identified.
	 
	 	Ø	 	Provide grounding system suitable for the Equipment.
	 
	 	Ø	 	Provide environmental alarms.
	 
	 	Ø	 	Remove all hazardous materials (e.g., asbestos) and correct any hazardous
conditions that exist at the installation site.
	 
	 	Ø	 	Provide installed and grounded towers, as well as tower lighting, if required.
	 
	 	Ø	 	Provide installed, tested and grounded antennas, as well as antenna cables that
are run to the Telco demarcation point, connectorized, labeled, and swept for all
antenna faces.





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Copyright ©  2005 Lucent Technologies, Inc. All Rights Reserved.



V6-R3.1




Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)




[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 








	 	 	 	 	 
	Customer

	 	STARS # MWS-06-000044-A1
	 	







	 	Ø	 	Provide T1 or microwave facilities to Mobile Switch Center (MSC) that are
installed, terminated at the Telco demarcation point, tested, and are operational,
prior to the start of Cell Installation.
	 
	 	Ø	 	Provide alarm blocks and cable designations.
	 
	 	Ø	 	Provide aisle, shelf and unit designations.
	 
	 	Ø	 	Verify that equipment floor load-bearing capacity is adequate (a structural
analysis is recommended).






	 	q	 	Provide installation instructions/documentation and assignments for
Customer-provided equipment.
	 
	 	q	 	Obtain permits/licenses and variances, if required. If Lucent is required to
obtain permits for the job, Customer will be responsible for any charges and will
reimburse Lucent upon an invoicing of said charges. Customer agrees to authorize such
invoicing by executing a Change Order (as defined in the Change Control Process section of
this SOW) at Lucent’s request.
	 
	 	q	 	Inform Lucent of the presence of any sensitive equipment at the work site
(e.g., equipment sensitive to static electricity, heat or light).
	 
	 	q	 	Make available sufficient floor space required for Equipment staging, storage
and installation.
	 
	 	q	 	Sign off on Installation Method of Procedure (MOP) document.
	 
	 	q	 	The following items are Customer responsibilities, unless contracted to Lucent
and identified on the purchase order:






	 	Ø	 	Provide all required bay frames, cabinets, and other support material.
	 
	 	Ø	 	Provide all required cable rack, lighting and common systems.
	 
	 	Ø	 	Provide all required connecting appliances (e.g., MDF terminal blocks, DSX jack
and panel, timing sources).
	 
	 	Ø	 	Provide sufficient DC power, in accordance with equipment manufacturer’s
specifications, to power the new equipment.
	 
	 	Ø	 	Provide Cell translations, including but not limited to, radio settings and
power levels.




For either a swap-out Cell at an existing site or growth to an existing Cell:





	 	q	 	Provide access (e.g., permissions, keys, access codes) to secured or guarded
building and facilities. Provide access and space for delivery trucks and installation
team (e.g., unloading space, building opening of adequate size, equipment, storage areas,
elevators, loading dock, switch, power rooms).




 8




Lucent Proprietary and Confidential

Copyright ©  2005 Lucent Technologies, Inc. All Rights Reserved.



V6-R3.1




Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)




[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 









	 	 	 	 	 
	Customer

	 	STARS # MWS-06-000044-A1
	 	







	 	q	 	Complete all site preparation tasks, including those identified by Lucent’s
site survey. [Customer will be responsible for additional charges for any additional work
effort required, including site revisits, as a result of the site not being ready, and the
schedule will be adjusted for the resulting delay, in accordance with Note 1 below.]
	 
	 	q	 	Site preparation tasks will include but are not limited to:






	 	Ø	 	Complete all tasks for the migration of traffic from the existing switch
(including power-down).
	 
	 	Ø	 	Verify that the operational T1 or microwave facilities between the Cell and the
MSC have sufficient capacity.
	 
	 	Ø	 	Remove all hazardous materials (e.g., asbestos) and correct any hazardous
conditions that exist at the installation site.
	 
	 	Ø	 	Provide alarm blocks and cable designations.
	 
	 	Ø	 	Provide aisle, shelf and unit designations.
	 
	 	Ø	 	Verify that equipment floor load-bearing capacity is adequate (a structural
analysis is recommended).






	 	q	 	Provide installation instructions/documentation and assignments for
Customer-provided equipment.
	 
	 	q	 	Obtain permits/licenses and variances, if required. If Lucent is required to
obtain permits for the job, Customer will be responsible for any charges and will
reimburse Lucent upon an invoicing of said charges. Customer agrees to authorize such
invoicing by executing a Change Order (as defined in the Change Control Process section of
this SOW) at Lucent’s request.
	 
	 	q	 	Inform Lucent of the presence of any sensitive equipment at the work site
(e.g., equipment sensitive to static electricity, heat or light).
	 
	 	q	 	Make available sufficient floor space required for Equipment staging, storage
and installation.
	 
	 	q	 	Sign off on Installation Method of Procedure (MOP) document.
	 
	 	q	 	The following items are Customer responsibilities, unless contracted to Lucent
and identified on the purchase order:






	 	Ø	 	Provide all required bay frames, cabinets, and other support material.
	 
	 	Ø	 	Provide all required cable rack, lighting and common systems.
	 
	 	Ø	 	Provide all required connecting appliances (e.g., MDF terminal blocks, DSX jack
and panel, timing sources).




 9




Lucent Proprietary and Confidential

Copyright ©  2005 Lucent Technologies, Inc. All Rights Reserved.



V6-R3.1




Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)




[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 












	 	 	 	 	 
	Customer

	 	STARS # MWS-06-000044-A1
	 	







	 	Ø	 	Provide sufficient DC power, in accordance with equipment manufacturer’s
specifications, to power both Cells simultaneously or the new Equipment being
added to the Cell.
	 
	 	Ø	 	Provide Cell translations, including but not limited to, radio settings and
power levels.




Note 1: The Customer responsibilities/tasks specified in this SOW are required in order for Lucent
to deploy the contracted services. Non-compliance or failure to complete or delay in completing
such tasks may result in time/cost impacts. Customer agrees to execute a Change Order (as defined
in the Change Control Process section of this SOW) at Lucent’s request to confirm (a) Lucent’s
authorization to bill for such work activities (at the rates applicable under this SOW, or, if no
applicable rates are specified, then at Lucent’s then current standard rates.) and/or (b) the
schedule extension attributable to the failure or delay in completing the Customer tasks.





	2.4	 	Schedule / Timeline




Customer and Lucent will mutually agree in advance on project schedules or start date before
commencement of work.





	2.5	 	Exclusions






	 	q	 	Engineering drawings apply to the Equipment listed in this SOW and do not
include creation or update of Customer office records.
	 
	 	q	 	Price includes testing in accordance with Lucent’s and/or third-party
manufacturer’s published specifications and/or standard installation and test procedures,
which is to confirm standalone functionality of the individual Equipment unit.
End-to-end, integration, interoperability, network or other types of testing are not
included in this SOW.
	 
	 	q	 	Site material requirements and its pricing are not included in this SOW. Such
requirements and pricing shall be established after completion of the site survey or
receipt of Customer-submitted site material data. The site materials and associated
engineering and installation effort shall be quoted to Customer; and, upon approval,
Customer shall submit a separate Purchase Order for such site materials and associated
services.
	 
	 	q	 	Modification to, or repair of, Customer-provided material is excluded from
this SOW. New or used material provided by Customer shall be in such condition that it
requires no repair and no adjustment or test effort in excess of that normal for new
Equipment.
	 
	 	q	 	The following items are excluded from this SOW:






	 	Ø	 	Site acquisitions
	 
	 	Ø	 	Site building construction and modifications





10



Lucent Proprietary and Confidential

Copyright © 2005 Lucent Technologies, Inc. All Rights Reserved.



V6-R3.1




Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)




[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 









	 	 	 	 	 
	Customer

	 	STARS # MWS-06-000044-A1
	 	







	 	Ø	 	AC/DC power to the site
	 
	 	Ø	 	HVAC
	 
	 	Ø	 	Emergency power/generators, grounding
	 
	 	Ø	 	Permits/licenses
	 
	 	Ø	 	Spares
	 
	 	Ø	 	Product and services training
	 
	 	Ø	 	Jumpers
	 
	 	Ø	 	Effort to run, clean and connect fiber jumpers from the LGX to the Outside Plant
	 
	 	Ø	 	Testing of spares
	 
	 	Ø	 	Removal and/or relocation of existing equipment
	 
	 	Ø	 	Cell Integration






	2.6	 	Assumptions






	 	q	 	Unless otherwise agreed upon, all prices are based on installation intervals
agreed by the parties in writing (including compressed schedules), or, if none, Lucent’s
standard installation intervals for the product in question.
	 
	 	q	 	Price includes allowance for normal travel and living for distances [***]
between Lucent installation base location and Customer job site. Additional travel and
living expenses will be billed as incurred.
	 
	 	q	 	[***]
	 
	 	q	 	Unless otherwise specified, all far-end terminations, including but not
limited to DSX, LGX, power, alarms and grounding, must be on the same floor as the
Equipment being installed; and cable runs will be a maximum of 100 feet for Equipment and
50 feet for power.
	 
	 	q	 	Lucent shall provide protection for Customer equipment and buildings during
the performance of the Services, in accordance with Lucent’s standard practices.






	2.7	 	Service-Specific Acceptance




Lucent shall notify Customer upon completion of the Services. Customer shall have ten days
from the notice to notify Lucent that the Services do not conform to the requirements described in
this SOW. Services shall be deemed accepted on the earliest of: (1) the passage of ten days with
no notice of non-conformance; (2) Customer actual acceptance; or (3) Customer use of the Services,
the result of the Services or any deliverable, whether or not the use is revenue-generating.




11



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[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 








	 	 	 	 	 
	Customer

	 	STARS # MWS-06-000044-A1
	 	







	3	 	General terms




Unless otherwise stated in previous sections of this SOW, the following terms apply to all
services. Additional terms and conditions are per the Agreement.





	3.1	 	Conditions






	 	q	 	Lucent reserves the right to determine which personnel to assign to perform
Services. Lucent personnel shall at all times be subject to the employment conditions of
Lucent and not those of Customer. If Lucent personnel are present on Customer premises,
those Lucent personnel shall respect Customer on-site conditions.
	 
	 	q	 	Lucent may use proprietary tools and software for providing this service. The
stated price does not include the sale, licensing or transfer of such tools to Customer.
	 
	 	q	 	All work will be performed during normal business hours — 8 AM to 5 PM, local
time, Monday through Friday — unless different working hours/schedule have been specified
elsewhere in the SOW.






	3.2	 	Change Management




The pricing in this SOW is based upon performance of the tasks and provision of deliverables
specifically defined in this document. Requests for additional work activities that are not
described in this document, including Customer-required overtime or night work, or the application
of any different or additional criteria or testing in connection with any services or deliverables,
are subject to acceptance by Lucent and will entail additional charges to Customer. Certain
matters may require a new quotation under a separate Statement of Work. If Lucent agrees to
perform additional work activities under a SOW, Customer shall execute a Change Order in accordance
with Lucent’s Change Management Process to confirm the schedule impact and Lucent’s authorization
to perform and bill for such work activities.



Additional charges may apply if performance or completion of the service is delayed for any reason
attributable to Customer. In such cases, Customer agrees to authorize: (a) Lucent’s billing for
such work activities on a time and material basis at Lucent’s then current standard rates and
subject to any applicable per incident and/or minimum hourly billing requirements then in effect
and/or (b) the schedule extension attributable to the delay.





	3.3	 	Warranty




Lucent warrants that at the time of Performance, Services will be performed in a workmanlike
manner and in accordance with good industry practice in the community in which Services are




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[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 









	 	 	 	 	 
	Customer

	 	STARS # MWS-06-000044-A1
	 	





performed. If Services performed by Lucent prove not to have been so performed, and if Customer
notifies Lucent to that effect within 30 calendar days commencing on the date of the performance of
the Service giving rise to the claim, Lucent, at its option, either will correct all confirmed
defects or deficiencies in the performance of the Services or render a pro-rated credit for the
defective or non-conforming portion of the Services based upon the original change for the
Services.



THIS SERVICES WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY. THIS
WARRANTY BEGINS IMMEDIATELY UPON COMPLETION OF THE SERVICES AND IS CUSTOMER’S SOLE AND EXCLUSIVE
REMEDY FOR ANY CLAIM THAT THE SERVICES DO NOT COMPLY WITH REQUIREMENTS, ARE DEFECTIVE OR DO NOT
SATISFY THE ABOVE WARRANTY. LUCENT’S SOLE OBLIGATION SHALL BE TO MAKE CORRECTIONS OR GIVE A CREDIT
AS SET FORTH ABOVE IN THIS WARRANTY.





	4	 	Pricing Section






	4.1	 	Pricing Notes






	 	q	 	All prices are in $US, unless stated otherwise.
	 
	 	q	 	 
	 
	 	q	 	Lucent’s pricing, as listed herein, is subject to change if the services are
provided in support of a governmental contract or are otherwise subject to a Prevailing
Wage Law. The term “Prevailing Wage Law” means the federal Davis-Bacon Act (Title 40 U.S.
Code, chapter 3, Section 276(a)) or any similar federal, state or local law or regulation
requiring that workers under certain contracts be paid the prevailing local wage for the
classification of work in question. Customer further agrees that, if a Prevailing Wage
Law is applicable, an adjustment to the pricing shall be made in proportion to the
increased amounts Lucent is required to pay as a result of application of the Prevailing
Wage Law. Customer agrees to execute Change Orders at Lucent’s request to memorialize
such pricing adjustment.






	4.2	 	Pricing




Per Attachment F of Amendment No. 9




13



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Copyright  © 2005 Lucent Technologies, Inc. All Rights Reserved.



V6-R3.1




Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)




[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.





 









 






Attachment E-2









 









Cricket Integration for DO Deployments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Per Market	 
	Amendment 9- Lucent Core Integration Services Per Attachments A1 - A5
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	Total
	 	 	 	 	 	 	 	 	 	 	[***]	 
	 





	 	 	 	 	 
	Consultancies	 	 	 	Total
	 
	[***]
	 	[***]	 	[***]






	 	 	 	 	 
	[***]	 	 	 	Price
	 
	 
	 	Per Market	 	 
	a) if consultancy package purchased
	 	[***]	 	[***]
	b) if consultancy package not purchased
	 	[***]	 	[***]
	Amd 9 - Attachment D
	 	 	 	 






	 	 	 	 	 
	Amd 9 - BTS Integration - Attachment B	 	Per BTS/Carrier	 	[***]
	 
	 	 	 	 
	BTS, RNC, Juniper, Riverstone
	 	 	 	 
	Engineering & Installation — Amd 9 -
	 	Per Amd 8	 	 
	Amd 9 - Attachments E1 - E2
	 	(pricing)	 	[***]






The following are not part of Amendment 9, but are available for purchase




	 	 	 	 	 	 	 
	Other Optional Services	 	[***]	 	[***]	 	[***]
	 
	 
	 	[***]	 	[***]	 	[***]






 









 






Attachment G









Overall Equipment List




	 	 	 	 	 	 	 
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]

	 	[***]
	 	[***]
	 	[***]











Overall Equipment List




	 	 	 	 	 	 	 
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]

	 	[***]
	 	[***]
	 	[***]





[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 





Attachment G









Overall Equipment List




	 	 	 	 	 	 	 
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]

	 	[***]
	 	[***]
	 	[***]











Overall Equipment List




	 	 	 	 	 	 	 
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]

	 	[***]
	 	[***]
	 	[*** ]





[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 








Attachment G









Overall Equipment List




	 	 	 	 	 	 	 
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]

	 	[***]
	 	[***]
	 	[*** ]











Overall Equipment List




	 	 	 	 	 	 	 
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]

	 	[***]
	 	[***]
	 	[*** ]





[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 








Attachment G









Overall Equipment List




	 	 	 	 	 	 	 
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]

	 	[***]
	 	[***]
	 	[*** ]











Overall Equipment List




	 	 	 	 	 	 	 
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]

	 	[***]
	 	[***]
	 	[*** ]





[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 








Attachment G









Overall Equipment List




	 	 	 	 	 	 	 
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]

	 	[***]
	 	[***]
	 	[*** ]





[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.






 









 








Attachment G









Overall Equipment List




	 	 	 	 	 	 	 
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]

	 	[***]
	 	[***]
	 	[*** ]





[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




 









 








Attachment G









	 	 	 	 	 	 	 
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]

	 	[***]
	 	[***]
	 	[*** ]





[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.






 









 








Attachment G









Overall Equipment List




	 	 	 	 	 	 	 
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]

	 	[***]
	 	[***]
	 	[*** ]





[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.





 










 





EV-DO RNC [***]




	 	 	 	 	 	 	 
	Overall Equipment List
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]
	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 




EV-DO RNC [***]




	 	 	 	 	 	 	 
	Overall Equipment List
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]
	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 




EV-DO RNC [***]




	 	 	 	 	 	 	 
	Overall Equipment List
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]
	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 




EV-DO RNC [***]




	 	 	 	 	 	 	 
	Overall Equipment List
	Item #	 	Description	 	Order Code	 	Quantity
	 
	[***]
	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 




Notes: [***]



[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.





 









 








	 	 	 
	 

	 	Cricket Amendment No. 9
	 

	 	Attachment H





The [***] to be returned to Lucent in exchange for [***] shall be comprised of [***]:



[***]




Lucent Technologies Inc Proprietary



1 of 1



Cricket Amd 9 — Att H




[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.




 









 








Exhibit 1



EVDO Standard Features in R20 & R20.01




	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	Delivery	 	 
	Segment	 	FID	 	(Feature Name)	 	Type	 	Dependencies (FID’s)
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 




EVDO Optional Features in R20 & R20.01




	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	Delivery	 	 
	Segment	 	FID	 	(Feature Name)	 	Type	 	Dependencies (FID’s)
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 




[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.





 









 








Exhibit 1



EVDO Standard Features in R21 & R21.01




	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	 	 	 
	Segment	 	FID	 	(Feature Name)	 	Delivery Type	 	Dependencies (FID’s)
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 




EVDO Optional Features in R21 & R21.01




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	 	 	 	 	 	 	 
	Segment	 	FID	 	(Feature Name)	 	Delivery Type	 	Dependencies (FID’s)	 	List Price	 	Pricing Unit
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 




[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.





 









 








Exhibit 1



EVDO Standard Features in R22




	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	Delivery	 	 
	Segment	 	FID	 	(Feature Name)	 	Type	 	Dependencies (FID’s)
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 




EVDO Optional Features in R22




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	 	 	 	 	 	 	 
	Segment	 	FID	 	(Feature Name)	 	Delivery Type	 	Dependencies (FID’s)	 	List Price	 	Pricing Unit
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 




[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.





 









 








Exhibit 1



EVDO Standard Features in R23




	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	Delivery	 	 
	Segment	 	FID	 	(Feature Name)	 	Type	 	Dependencies (FID’s)
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 




EVDO Optional Features in R23




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	Delivery	 	 	 	 	 	 
	Segment	 	FID	 	(Feature Name)	 	Type	 	Dependencies (FID’s)	 	List Price	 	Pricing Unit
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 




[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.





 









 








Exhibit 1



EVDO Standard Features in R24




	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	Delivery	 	 
	Segment	 	FID	 	(Feature Name)	 	Type	 	Dependencies (FID’s)
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 




EVDO Optional Features in R24




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	Delivery	 	 	 	 	 	 
	Segment	 	FID	 	(Feature Name)	 	Type	 	Dependencies (FID’s)	 	List Price	 	Pricing Unit
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 




[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.






 









 








Exhibit 1



EVDO Standard Features in R25




	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	Delivery	 	 
	Segment	 	FID	 	(Feature Name)	 	Type	 	Dependencies (FID’s)
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 




EVDO Optional Features in R25




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	Delivery	 	 	 	 	 	 
	Segment	 	FID	 	(Feature Name)	 	Type	 	Dependencies (FID’s)	 	List Price	 	Pricing Unit
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 




[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.





 










 






Exhibit 1




EVDO Standard Features in R26.0 & 26.01




	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	 
	Segment	 	FID	 	(Feature Name)	 	Delivery Type
	 
	[***]
	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 





EVDO Optional Features in R26.0 & 26.01




	 	 	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	 	 	 	 
	Segment	 	FID	 	(Feature Name)	 	Delivery Type	 	Pricing Unit	 
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 






			
	[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




 









 










Exhibit 1




EVDO Standard Features in R27.0 &27.01




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	 	 	 	 	 	 	 	 	 	 	 
	Segment	 	FID	 	(Feature Name)	 	Delivery Type	 	Dependencies (FID’s)	 	 	 	 	 	 	 	 
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





EVDO Optional Features in R27.0 & 27.01




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	Delivery	 	 	 	Planning	 	Pricing
	Segment	 	FID	 	(Feature Name)	 	Type	 	Dependencies (FID’s)	 	Price	 	Unit
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






			
	[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




 









 










Exhibit 1




EVDO Standard Features in R28




	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	 	 	 
	Segment	 	FID	 	(Feature Name)	 	Delivery Type	 	Dependencies (FID’s)
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





EVDO Optional Features in R28




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Portfolio	 	 	 	Product Configuration or Feature Description	 	Delivery	 	 	 	Planning	 	Pricing
	Segment	 	FID	 	(Feature Name)	 	Type	 	Dependencies (FID’s)	 	Price	 	Unit
	 
	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 







			
	[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




 









 










Exhibit 2




EVDO Aggregation Router — [***]




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Hardware	 	 	Description	 	Order Code	 	Quantity
	 
	[***]
	 	 	[***]	 	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 






			
	[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




 









 










Exhibit 2




EVDO Aggregation Router — [***]




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Hardware	 	 	Description	 	Order Code	 	Quantity
	 
	[***]
	 	 	[***]	 	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 






			
	[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




 









 










Exhibit 2




Layer 2 Switch for EVDO — [***]




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Hardware	 	 	Description	 	Order Code	 	Quantity
	 
	[***]
	 	 	[***]	 	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 






			
	[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.