exv10w1



 





Exhibit 10.1




Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.




	 	 	 
	 

	 	Nortel Networks Amended Agreement No.011174 (10) 
	 

	 	Nortel Networks Original Agreement No. 011174 





AMENDMENT NO. 10

to

DEVELOPMENT AND PURCHASE AND SALE AGREEMENT

FOR

CDMA HIGH DATA RATE (IxEV-DO) PRODUCTS



Amendment No. 10 by and between Nortel Networks Inc. (“NNI”) and Airvana Inc. (“AIRVANA”)
(“Amendment No. 10”).



WHEREAS, NNI and AIRVANA entered into a Development and Purchase and Sale Agreement for CDMA
High Data Rate (IxEV-DO) Products dated October 1, 2001, Agreement No. 011174, as amended
(“Agreement”); and



WHEREAS, NNI and AIRVANA wish to amend the Agreement further;



NOW, THEREFORE, in consideration of the premises and the promises set forth herein, NNI and
AIRVANA agree as follows, effective as of September 28th, 2007 (“Effective Date”)
unless otherwise set forth below:





	1.	 	Appendix A (4) is deleted in its entirety and replaced with new Appendix A (5)
attached to and incorporated in this Amendment as Attachment 1.






	2.	 	[**] executive credits: Subject to the terms of this Section 2, Airvana will provide
the following purchase credits in the [**] calendar year provided that applicable
quarterly billings meet or exceed the respective billing thresholds.






	 	A.	 	[**]: Provided that all sales, as reported to Airvana,
in the [**] calendar quarter [**] meet or exceed the following purchase
total thresholds, Airvana will provide Nortel with US dollar purchase
credits in the [**] calendar quarter. Such credits, if earned, will be
deducted from the Airvana invoice in respect of the September royalty
report.





Credit Table [**]




	 	 	 
	 	 	Calendar
	Billing Threshold Met	 	Quarter
	or Exceeded in	 	Credit
	Calendar Quarter	 	[**]
	$[**]
	 	$[**]
	$[**]
	 	$[**]
	$[**]
	 	$[**]







	 	B.	 	[**]: Provided that all sales, as reported to Airvana,
in the [**] calendar quarter [**] meet or exceed the $[**] threshold,
Nortel will be entitled to a $[**] credit which, if earned, will be
deducted from the Airvana invoice in respect of the [**] royalty report and
any invoice issued thereafter up to one hundred percent (100%) of each such
invoice until the credit is exhausted.
	 
	 	C.	 	Make Up Credit: If Nortel meets or exceeds the [**]
$[**] billing threshold under Section 2A above, and provided that all
sales , as reported to Airvana in the [**] calendar quarter [**] meet or
exceed the following purchase total thresholds, Airvana will provide
Nortel with US dollar purchase credits in the [**] calendar quarter up to a
maximum total credit under this Section 2 of $[**] and subject to further
limitations set forth herein, which, if earned, will be deducted from the
Airvana invoice in respect of the [**] royalty report and any invoice
issued thereafter up to one hundred percent (100%) of each such invoice
until the credit is exhausted. For greater certainty, the credits set
forth in this Section 2C, if applicable, are additional to the credits
provided under Sections 2A and Section 2B above, but in no event shall the
total purchase credits under Sections 2A, 2B, and 2C exceed $[**].




Page 1 of 14









 











Additional Credit Table [**]




	 	 	 
	 	 	Calendar
	Billing Threshold Met	 	Quarter
	or Exceeded in	 	Credit
	Calendar Quarter	 	[**]
	$[**]
	 	$[**]
	$[**]
	 	$[**]
	$[**]
	 	$[**]







	 	 	The determination of whether the quarterly billing threshold has been met for such quarter
will include all sales reported to Airvana in the applicable calendar quarter.
	 
	 	 	The purchase credits set forth in this Section 2 are subject to the following additional
terms:






	 	1.	 	Any subsequent net adjustment, by audit or otherwise, that increase
prior quarter Nortel royalty reports will not retroactively count towards any
quarterly billing threshold target.
	 
	 	2.	 	Any subsequent net adjustments, by audit or otherwise, that decrease
prior quarter Nortel royalty reports that would have placed Nortel in a lower
purchase credit level but for such reporting error (i.e. the difference defined as
the “Unearned Credit”) will result in the cancellation of such Unearned Credit (if
not already applied to the relevant Airvana invoice) or a cash refund to Airvana
in the amount of the Unearned Credit (if already applied on a relevant Airvana
invoice)
	 
	 	3.	 	For purposes of calculating the billing threshold in any calendar
quarter, billings shall mean amounts invoiced in respect to such calendar quarter
based upon Nortel royalty reports and Nortel Orders for maintenance and other
services, excluding any credits earned in accordance with this Amendment No. 10
and such invoice shall include prices of all Products sold or licensed by Nortel
less any specially negotiated discounts not accounted for in such invoice.






	3.	 	If Nortel fails to achieve greater than or equal to [**] unit sales in [**],
Airvana will provide Nortel with purchase credits in the [**] calendar year, on a per
calendar quarter basis, based on Nortel meeting or exceeding the following billings total
thresholds for such quarters and related U.S. dollar credits as set forth in the credit
table below; and, if Nortel fails to achieve greater than or equal to [**]  unit sales
in [**], Airvana will provide Nortel with purchase credits in the [**] calendar year, on
a per calendar quarter basis, based on Nortel meeting or exceeding the following billings
total thresholds for such quarters and related U.S. dollar credits as set forth in the
credit table below.





Credit Table 




	 	 	 	 	 
	 	 	Calendar	 	Calendar
	Billing Threshold Met	 	Quarter	 	Quarter
	or Exceeded in	 	Credit	 	Credit
	Calendar Quarter	 	[**]	 	[**]
	$[**]
	 	$[**]	 	$[**]
	$[**]
	 	$[**]	 	$[**]
	$[**]
	 	$[**]	 	$[**]
	$[**]
	 	$[**]	 	$[**]
	$[**]
	 	$[**]	 	$[**]







	 	 	 	For avoidance of doubt, the maximum amount of credit that may accrue in [**] is $[**]
and the maximum amount of credit that may accrue in [**] is $[**].




Page 2 of 14









 












	 	 	 	The determination of whether the quarterly billing threshold has been met for such
quarter will include all sales reported to Airvana in the applicable calendar
quarter. For clarity such quarterly periods in calendar years [**] and [**] are as
follows:






	 	 	 	 
	 	Nortel Sales Period

	 	Reported to Airvana
	 	December (prior year), January, February

	 	January, February, March
	 	March, April, May

	 	April, May, June
	 	June, July, August

	 	July, August, September
	 	September, October, November

	 	October, November, December







	 	 	 	The quarterly credit, if earned, will be deducted from the Airvana invoice in
respect of the third calendar month royalty report of any such quarterly period and
any invoices issued thereafter up to one hundred percent (100%) of each such invoice
until the credit is exhausted.
	 
	 	 	 	The purchase credits set forth in this Section 3 are subject to the following
additional terms:






	 	1.	 	Any subsequent net adjustment, by audit or otherwise, that
increase prior quarter Nortel royalty reports will not retroactively count
towards any quarterly billing threshold target.
	 
	 	2.	 	Any subsequent net adjustments, by audit or otherwise, that
decrease prior quarter Nortel royalty reports that would have placed Nortel
in a lower purchase credit level but for such reporting error (i.e. the
difference defined as the “Unearned Credit”) will result in the cancellation
of such Unearned Credit (if not already applied to the relevant Airvana
invoice) or a cash refund to Airvana in the amount of the Unearned Credit (if
already applied on a relevant Airvana invoice).
	 
	 	3.	 	For purposes of calculating the billing threshold in any
calendar quarter, billings shall mean amounts invoiced in respect to such
calendar quarter based upon Nortel royalty reports and Nortel Orders for
maintenance and other services, excluding any credits earned in accordance
with this Amendment No. 10 and such invoice shall include prices of all
Products sold or licensed by Nortel less any specially negotiated discounts
not accounted for in such invoice.






	 	 	 	For purposes of quantifying the [**]  figure, only royalty bearing units
shall be included.






	4.	 	[**] discounts: Through [**], Airvana will provide a [**]% discount on [**] sales up
to a maximum of [**] instances [**], provided that if any discount instances remain unused
by [**], no more than [**] discount instances may be used per calendar quarter in [**] and
[**]. Such discount shall apply to all [**] licenses sold commencing [**].






	5.	 	Software Upgrades: The parties agree that Software Upgrades (i.e., Airvana Releases
4.0, 5.0, 6.0, etc.) purchased under the Agreement will not [**] of the underlying DOM,
RNC and EMS Products. The fees Airvana charges for maintenance and support services on the
underlying DOM, RNC and EMS Products extend the Warranty Period for up to [**] following
the expiration date of the initial Warranty Period or any subsequent annual maintenance
period for such Products. The parties agree that there will be [**]. The parties further
agree that if Nortel has a customer that is not under an annual maintenance and support
agreement and such customer purchases a Software Upgrade from Nortel, the parties agree to
discuss a solution in the event that such Software Upgrade fails to operate in accordance
with its associated specifications.






	6.	 	Development Hardware: Based on the mutual agreement of the parties, using Nortel’s
standard equipment loan terms and conditions, Nortel agrees to i) provide a reasonable
amount of [**] hardware or ii.) pay to Airvana the cost of such hardware, which cost the
parties will agree upon in advance. A copy of Nortel’s equipment loan agreement is
attached to and incorporated in this Amendment No. 10 as Attachment 2.






	7.	 	Price discounts – additional conditions: If a) Nortel [**] or b) and the [**] or
c) a Nortel [**], then upon any such occurrence [**] this Amendment No. 10 will [**]
Nortel, and the [**] shall apply.






	8.	 	Unless otherwise prohibited by a customer confidentiality agreement, the parties
agree to review reasonable information relating to Nortel’s customer installed base,
including information relating to DOMs, EMS licenses, RNCs and associated cards, and any
other Product based on available Nortel information. Thereafter, if not otherwise
prohibited by customer confidentiality agreements, such information relating to Nortel’s
installed




Page 3 of 14









 






	 	 	customer base shall be updated upon Airvana’s request but no more frequently than once per
calendar quarter using similar methodologies and relevant Nortel information.






	9.	 	The parties agree to good faiths efforts to evaluate improved licensing and reporting
mechanisms and to use reasonable efforts to implement a mutually agreed to solution.






	10.	 	[**]: Airvana agrees to review in good faith [**] opportunities requested by Nortel.
Additional discounts, if any, shall be as mutually agreed in writing by the parties on a
case by case basis.






	11.	 	The parties agree that the basis for establishing the content of future software
releases will be a targeted release effort of [**] man weeks based on Release 6.0
methodology of which [**]% will be Airvana specified robustness or maintenance content.






	12.	 	Nortel will accept Products for deployment in customer networks (“Product
Acceptance”), based on either of the two following circumstances applying to the Products:






a.) Nortel’s declaring Channel Ready the product bundle that includes the applicable
Airvana Products based on Airvana’s compliance to the feature requirement
specifications and Nortel confirms in writing to Airvana such Product Acceptance; or

b.) Upon the parties entering into a written agreement (i) identifying
non-conformities to the feature requirement specifications; (ii) detailing a
technical solution to the non-conformities to be implemented by Airvana or Nortel’s
acceptance of a commercial resolution, and (iii) Nortel’s subsequent declaration that
the product bundle that includes the applicable non-conforming Airvana Products is
Channel Ready.




For greater certainty Nortel will not declare Channel Ready products that include an
Airvana Product in the absence of Product Acceptance of such Product. For the
purposes of this section Channel Ready shall mean, the determination by Nortel of the
acceptability of an applicable bundle of products for deployment.




	13.	 	For greater certainty, the pricing set forth in Appendix A(5) is only applicable to
transactions occurring after the Effective Date and such pricing does not supersede any
special pricing previously agreed between the parties.






	14.	 	Section 9.2 (f) Case Severity Definition and Closure Policy (Production Hardware and
Software), is deleted in its entirety and replaced by the following new Section 9.2(f).






	 	9.2	 	(f) Case Severity Definition and Closure Policy (Production Hardware and
Software): For production Hardware and Software, the classifications using the
following definitions as the guideline follow:






Critical (E1): Actual outage of equipment which, depending on product, could mean
failure to process calls, loss of service to end customers, or similar. Immediate and
continuous effort is required until the service level has been restored to pre-incident
operation. As these are business imperative faults, they may require considerable
re-deployment of resource by both Nortel and the customer, and management awareness is
required by both sides in order to progress. Upon resolution of an E1 issue, the E1 is
closed and an E3 is opened to follow up (see below explanation.)




E2: Potential outage of equipment, such as loss of resilience, imminent failure of
cards, fatal errors, etc. Immediate and continuous effort is required until the service
level has been restored to pre-incident operation. As these are business imperative
faults, they may require considerable re-deployment of resource by both Nortel and the
customer, and management awareness is required by both sides in order to progress.
Upon resolution of an E2 issue, the E2 is closed and an E4 is opened to follow up (see
below explanation.)




E1/E2 CRITERIA




[**].




BUSINESS CRITICAL: Although this issue is defined as being non-emergency, it must be
handled with the highest priority. Business Critical issues receive focused management
and resource attention. These issues are treated as critical by agreement between the
customer and Nortel at a management level, and include loss of revenue, or other
special cases such as the requirement to route calls via other operators, although no
actual outage occurs



Page 4 of 14









 







MAJOR: Service affecting Issues. This category includes any software errors or hardware
troubles which effect service or possibly affects the customer’s ability to collect
revenue but cannot be classified as either Emergency or Critical.




E3: Root cause analysis or preventative work, following from an E1 fault.




MINOR: Non-service affecting condition. This category includes hardware and software
difficulties that are not E1/E2/Critical and primarily relate to minor hardware faults
or errors in documentation, which do not lead to mis-operation of equipment.




E4: Root cause analysis or preventative work, following from an E2 fault.




	15.	 	Section 9.2 (g) Escalation Procedure, is hereby deleted in its entirety and replace
by a new section 9.2 (g) below:






9.2 (g) Escalation Procedure: During the work day at Airvana, resources shall
ordinarily be available to answer a call; however, there could be times when a
support call could go to voice mail. The call back time target if a call goes to
voice mail is [**]. Failure of Airvana Technical Support to respond within [**]
of a voicemail message will be escalated to the following Airvana managers, in
order of escalation:


1.) Darryl Wickens, Support Manager Technical Support

           Phone: [**]

           Mobile: [**]



2.) John Cinicolo, Director of Technical Services

           Phone: [**]

           Mobile: [**]



3.) Luis Pajares, VP of Sales and Technical Services

          Phone: [**]

          Mobile: [**]



4.) Randy Battat, President and CEO

          Phone: [**]



          Mobile: [**]





	16.	 	Section 9.2(h) Target time to resolve within receipt of initial fault report, is
hereby deleted in its entirety and replace a new Sections 9.2 (h) below:






9.2 (h) Issue resolution:




i.) For customers covered under a maintenance and support plan, AIRVANA shall use
reasonable commercial efforts to repair Product that fails to materially comply to
the specifications. The parties will meet within 30 days and mutually agree on a
resolution plan in connection with such Product repair. Failure to agree on a
resolution plan will be considered a failure to materially support Nortel’s support
requirements under Appendix C Section 10B(a)




ii.) Target time to resolve within receipt of initial fault report: AIRVANA shall
use Reasonable Efforts to provide resolution in accordance with the table below:




Table Customer Care Case Responsiveness Requirements



	 	 	 	 	 	 	 
	Emergency Cases	 	Percentage	 	Service Restored (outage start to system recovery)
	E1
	 	 	[**] 	%	 	in [**]
	E1
	 	 	[**]	%	 	in [**]
	E2
	 	 	[**]	%	 	in [**]






Page 5 of 14









 







	 	 	 	 	 	 	 
	Software Cases	 	Percentage	 	RCA Identified	 	Resolved
	E3

	 	[**]%
	 	< [**]
	 	< [**]
	BC

	 	[**]%
	 	< [**]
	 	< [**]
	MJ

	 	[**]%
	 	< [**]
	 	< [**]
	MN

	 	[**]%
	 	 	 	< [**] to identify fix
plan for future release






	 	 	 	 	 	 	 
	Non Software Cases	 	Percentage	 	 	 	Resolved
	E3, BC, MJ, MN

	 	[**]%
	 	n/a
	 	< [**]






 




Notes:





	 	•	 	Software cases are those which require a software fix
	 
	 	•	 	Minor software fixes are normally to be addressed in future releases only. Target release is the next release
and is to be based on fix complexity and release capacity
	 
	 	•	 	All measurements are in calendar days
	 
	 	•	 	All measurements include resolution time shared between Nortel TAS, Nortel ER, VO and Airvana
	 
	 	•	 	Targets listed above wrt Airvana response targets are as clarified below in 15.5.3.2 item 6.
	 
	 	•	 	Time is measured from the actual instance of a customer occurrence
	 
	 	•	 	For fixes delivered in the current release, EVDO corrective content is normally delivered as a patch load on a
monthly schedule. To determine resolved dates of software corrective content, Airvana will provide details of when the
software solution is submitted in a patch stream.  The requirement is that solution has been coded and unit tested by
Airvana.  The build number for the specific software solution
will need to be updated in [**]
to determine resolution date. The actual closure of the case will be done after customer has validated the solution.
Airvana will continue to track when the fix solution was identified (Solution Defined Date) prior to coding/testing
since coding/testing dates will be driven by monthly patch load schedules and/or customer priority
	 
	 	•	 	For fixes to be delivered in a future release stream, Airvana will provide a committed release stream for the
fix in [**] to determine resolution date.  The fix must be coded and fully validated by CuR of
the future release.  The case will be updated with the fix/build_id when it becomes available. The case will remain
open pending delivery of the release and actual closure of the case will be done after the customer has validated the
solution.






	17.	 	In all other respects the Agreement, as amended, remains unchanged.




IN WITNESS WHEREOF, the parties have caused this Amendment No. 10 to be signed by their duly
authorized representatives as of the Effective Date, although actually signed by the parties on
the dates set forth below their respective signatures.




	 	 	 	 	 	 	 	 	 	 	 
	AIRVANA, INC.	 	 	 	NORTEL NETWORKS INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jeffrey D. Glidden
	 	 	 	By:	 	/s/ Glenn Laxdal	 	 
	 

	 	 

(Signature)
	 	 	 	 	 	 

(Signature)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Jeffrey D. Glidden
	 	 	 	Name:	 	Glenn Laxdal	 	 
	 

	 	 

(Print)
	 	 	 	 	 	 

(Print)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	VP & CEO
	 	 	 	Title:	 	VP CDMA Product Mgt.	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	9/28/2007
	 	 	 	Date:	 	9/28/07	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 







Page 6 of 14










 





ATTACHMENT 1

APPENDIX A (5)




PRODUCTS (HARDWARE AND SOFTWARE), AND SERVICES; PRICES AND FEES




HARDWARE




	 	 	 	 	 	 	 
	 	 	Airvana	 	 	 	 
	 	 	Order	 	Nortel Networks Price for	 	 
	Hardware Name	 	Number	 	Hardware	 	Notes
	 

	 	 
	 	 
	 	No H/W required






SOFTWARE




	 	 	 	 	 	 	 
	Software Name (Software	 	 	 	 	 	 
	may be delivered	 	 	 	 	 	 
	separately from the	 	Airvana	 	 	 	 
	Hardware or embedded in	 	Order	 	Nortel Networks Price for	 	 
	the Hardware)	 	Number	 	Software	 	Notes
	[**]

	 	TBD
	 	[**]
	 	[**]
	[**]

	 	 	 	[**]
	 	[**]






Page 7 of 14









 






	 	 	 	 	 	 	 
	Software Name (Software	 	 	 	 	 	 
	may be delivered	 	 	 	 	 	 
	separately from the	 	Airvana	 	 	 	 
	Hardware or embedded in	 	Order	 	Nortel Networks Price for	 	 
	the Hardware)	 	Number	 	Software	 	Notes
	[**]

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

	 	TBD
	 	[**]
	 	[**]
	[**]

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

	 	TBD
	 	[**]
	 	[**]
	[**]

	 	TBD
	 	[**]
	 	[**]
	 
	 	 	 	 	 	 
	[**]

	 	TBD
	 	[**]
	 	[**]






Page 8 of 14









 






	 	 	 	 	 	 	 
	Software Name (Software	 	 	 	 	 	 
	may be delivered	 	 	 	 	 	 
	separately from the	 	Airvana	 	 	 	 
	Hardware or embedded in	 	Order	 	Nortel Networks Price for	 	 
	the Hardware)	 	Number	 	Software	 	Notes
	[**]

	 	 	 	[**]	 	[**]

	 
	 	 	 	 	 	 
	[**]

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

	 	TBD
	 	[**]
	 	[**]
	[**]

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

	 	 	 	[**]
	 	[**]





[**].[**]




Page 9 of 14









 





POST-WARRANTY SUPPORT SERVICES




	 	 	 	 	 	 	 
	 	 	Airvana	 	 	 	 
	Support Service by	 	Order	 	Nortel Networks Price	 	 
	Product or Software	 	Number	 	per year	 	Notes
	[**]

	 	TBD
	 	[**]
	 	[**]
	[**]

	 	TBD
	 	[**]
	 	[**]
	[**]

	 	TBD
	 	[**]
	 	[**]






	 	 	 	 	 
	Other Support Service	 	Nortel Networks Price	 	Notes
	[**]

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

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

	 	[**]
	 	[**]






TRAINING COURSES




	 	 	 	 	 	 	 	 	 
	Course	 	Course	 	 	 	 
	Number	 	Length	 	Course Title / Description	 	Pre-requisites
	101

	 	2 days
	 	Introduction to 1xEV-DO Network Concepts

Primary Audience: First and second line support

Contents: Classroom only. This course covers
basics of the TCP/IP protocol, IP routing
protocols, Data Link Protocols, basic CDMA
protocol operation, and the 1xEV-DO protocol.
	 	None

	 
	 	 	 	 	 	 	 	 
	201

	 	5 days
	 	Basic 1xEV-DO – Concepts and Operation

Primary Audience: First and second line
support and technical field personnel, network
planners
	 	101 or equivalent

	 

	 	 	 	Contents: Classroom and lab. This course
covers the 1xEV-DO system, airlink, signaling
and applications in detail; hands-on work with
the DOM, RNC & ANM, and basic network
troubleshooting, OMs & logging.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	301

	 	4 days
	 	Advanced 1xEV-DO – Concepts and Operation

Audience: First and second line support,
technical field personnel, network planners
	 	 	201	 
	 

	 	 	 	Contents: Classroom and lab. This course
covers advanced topics including RF
optimization, network optimization,
performance analysis, detailed throughput
performance troubleshooting.	 	 	 	 







Page 10 of 14












 





Pricing Table




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Total Cost / Number of Students	 	 	 	 
	Course	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number /	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Course Title	 	Location	 	6	 	7	 	8	 	9	 	10	 	11	 	12
	101 Introduction to 1xEV-DO
	 	Airvana/Chelmsford
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	Network Concepts

	 	Customer/US & Canada
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 
	 	Customer/International
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 
	201 Basic 1xEV-DO
— 
	 	Airvana/Chelmsford
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	Concepts and Operation

	 	Customer/US & Canada
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 

	 	Customer/International
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 
	301 Advanced
1xEV-DO —
	 	Airvana/Chelmsford
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	Concepts and Operation

	 	Customer/US & Canada
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 

	 	Customer/International
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]








 




			
	[**]	 	 




Cancellation policy:



The following cancellation policy shall apply:





	a)	 	Reschedule 14+ days, no charge 1st time only, then considered a cancellation as
below.
	 
	b)	 	Cancel 14-29 days before delivery date, [**]% of services charged.
	 
	c)	 	Cancel 7-13 days before delivery date, [**]% of services charged.
	 
	d)	 	Cancel 0-6 days before delivery date, [**]% of services charged.





Page 11 of 14









 





ATTACHMENT 2




EQUIPMENT ON LOAN AGREEMENT



This Equipment On Loan Agreement (the “Loan Agreement”) is made between Nortel Networks Inc.
(“Nortel Networks”) and Airvana, Inc. (“Airvana”) (each individually referred to as a “Party” and
collectively referred to as the “Parties”) as of the 1st day of August, 2007 and sets forth the
provisions under which Nortel Networks will i.) temporarily provide AIRVANA with EMS ATCA Hardware
or ii.) pay to AIRVANA the cost of such EMS ATCA Hardware, which cost the parties will agree upon
in advance (“Loaned Products”). Installation of the Loaned Products shall be at AIRVAVA’s site
in Chelmsford, Mass. (“Locations”).



WHEREAS, Nortel Networks and Airvana are parties to the Development and Purchase and Sale Agreement
for CDMA High Data Rate (IxEV-DO) Products dated October 1, 2001, Agreement No. 011174, as amended,
(“Agreement”) which provides for the purchase/license and sale of AIRVANA’s products or services;
and



NOW, THERFORE, in consideration of the premises and mutual covenants and agreements herein set
forth, the Parties agree as follows:





	1.	 	Nortel Networks agrees to provide for the period beginning on the date Airvana receives the
Loaned Products and ending on December 31st, 2009 (“Term”). The Term may be
extended by mutual written agreement between the parties.
	 
	2.	 	AIRVANA agrees to return the Loaned Products, upon expiration of this Loan Agreement or upon
Nortel Networks’ request. The Loaned Products shall be returned in the same condition as
originally provided by Nortel Networks, except for normal wear and tear.
	 
	3.	 	In the event AIRVANA fails to return the Loaned Products to Nortel Networks within 30 days of
Nortel Networks’ request or expiration of the Loan Agreement, Nortel Networks shall invoice
AIRVANA for the total price of such Loaned Products and AIRVANA agrees to pay such invoice
upon receipt in which case AIRVANA shall be deemed to have purchased the Loaned Products
pursuant to the terms of the Agreement.
	 
	4.	 	AIRVANA Requirements





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	 	 	AIRVANA agrees to provide (a) sufficient, free and safe access and a suitable physical and
operating environment meeting Nortel Networks’ specified requirements to permit the timely
installation and safe operation of the Loaned Products; (b) access to the Loaned Products
as requested by Nortel Networks; and (c) adequate security to protect the Loaned Products
from theft, damage or misuse and to use reasonable care in the use of the Loaned Products.
AIRVANA agrees that (i) the Loaned Products will be used solely for the development and
support of Nortel Networks products; (ii) it will not make any alterations or
modifications to the Loaned Products without Nortel Networks prior consent; (iii) it will
not move the Loaned Products to another location without Nortel Networks prior consent; and
(iv) it will not transfer any interest in the Loaned Products or cause or permit any lien
to be placed on the Loaned Products.
	 
	 	 	AIRVANA agrees, at their expense, to properly maintain (including preventive and remedial
maintenance) the Loaned Product. Any required 3rd party Software, including
updates and upgrades required for the Loaned Product will be at AIRVANA’s expense.
	 
	5.	 	Title and Risk of Loss
	 
	 	 	During the Term, Nortel Networks is the owner of and retains title to the Loaned Products.
AIRVANA shall not sell or lease the Loaned Products or allow any third party liens or
encumbrances to attach to the Loaned Products, or remove the Loaned Products from the
Locations without the prior written consent of Nortel Networks. Risk of loss for the
Loaned Products shall pass from Nortel Networks to AIRVANA while the Loaned Products are
inAIRVANA custody and/or control.
	 
	6.	 	Warranty and Limitation of Liability




Nortel Networks provides the Loaned Products on an “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND.
Nortel Networks makes no warranties written or oral, statutory, express or implied with respect to
the Loaned Products, including but not limited to the implied warranties or conditions of
merchantability or fitness for a particular purpose or against infringement. In no event shall
Nortel Networks or its agents or suppliers be liable to AIRVANA for any actual direct damages
regardless of the cause and whether arising in contract, tort or otherwise. This limitation will
not apply to claims for damages for bodily injury (including death) and damage to real property and
tangible personal property for which Nortel Networks is legally liable. IN NO EVENT SHALL NORTEL
NETWORKS OR ITS AGENTS OR SUPPLIERS BE LIABLE FOR ANY OF THE FOLLOWING: A) DAMAGES BASED ON ANY
THIRD PARTY CLAIM EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS SECTION; B) LOSS OF, OR DAMAGE TO,
AIRVANA’S RECORDS, FILES OR DATA; OR C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES (INCLUDING LOST PROFITS OR LOST SAVINGS), EVEN IF NORTEL NETWORKS IS INFORMED OF THEIR
POSSIBILITY.





	7.	 	Software License




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	 	 	With respect to software owned or licensed by Nortel Networks and provided hereunder
(“Software”), Nortel Networks grants AIRVANA a nonexclusive license to use such Software in
conjunction with the Loaned Products during the Term. AIRVANA will ensure that anyone who
uses the Software does so only in compliance with the terms of this Loan Agreement and
AIRVANA will not (a) use, copy, modify, transfer or distribute the Software except as
expressly authorized; (b) reverse assemble, reverse compile, reverse engineer or otherwise
translate the Software; (c) create derivative works or modifications unless expressly
authorized; or (d) sublicense, rent or lease the Software. Upon termination or expiration
of this Loan Agreement, AIRVANA will promptly return the Software to Nortel Networks or
certify its destruction. The Software, and any documentation relating to the Software or
the Loaned Products, shall be treated as Confidential Information of Nortel Networks in
accordance with the Agreement.
	 
	8.	 	General




(a) AIRVANA agrees not to assign, or otherwise transfer this Loan Agreement or AIRVANA’s rights
under it, or delegate AIRVANA’s obligations, without Nortel Networks’ prior written consent, and
any attempt to do so is void. AIRVANA agrees to comply with all applicable laws including all
applicable export and import laws and regulations. Neither AIRVANA nor Nortel Networks will bring
a legal action under this Loan Agreement more than two years after the cause of action arose, nor
is either party responsible for failure to fulfill any obligations due to causes beyond its
control. If any provision of this Loan Agreement, or portions thereof, is held to be invalid or
unenforceable, the remainder of this Loan Agreement will remain in
full force and effect.

(b) The terms and conditions of this Loan Agreement, including any Attachment(s) signed by Nortel
Networks and AIRVANA referencing this Loan Agreement and attached hereto, form the complete and
exclusive agreement between AIRVANA and Nortel Networks and replaces any prior oral or written
communications regarding the subject matter hereof. Any changes to this Loan Agreement must be made
by mutual agreement in writing. All AIRVANA’s rights and all of Nortel Networks’ obligations are
valid only in the country in which the Loaned Products were supplied; the laws of the State of New
York govern this Loan Agreement, exclusive of its conflict of laws provisions; and nothing in this
Loan Agreement affects any statutory rights of consumers that cannot be waived or limited by
contract.

(c) Both AIRVANA’s and Nortel Networks’ obligations under this Loan Agreement which by their nature
would continue beyond expiration of this Loan Agreement, shall survive such expiration of the Loan
Agreement.



IN WITNESS WHEREOF Nortel and Airvana have caused the Agreement to be executed by their duly
authorized representatives as of the Effective Date.




	 	 	 	 	 	 	 	 	 
	Airvana, Inc.	 	 	 	Nortel Networks Inc.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jeffrey D. Glidden
	 	 	 	By:
	 	/s/ Glenn Laxdal
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	Jeffrey D. Glidden
	 	 	 	Name:
	 	Glenn Laxdal
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	VP & CFO
	 	 	 	Title:
	 	VP CDMA Product Mgt.
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	9/28/2007
	 	 	 	Date:
	 	9/28/2007
	 

	 	 
	 	 	 	 	 	 






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