Axtel Amendment




	




 Note: Portions of this
exhibit indicated by “[ * ]” are subject to a confidential
treatment request, and have been omitted from this exhibit. Complete, unredacted
copies of this exhibit have been filed with the Securities and Exchange Commission
as part of the Company’s confidential treatment request. 



Exhibit 10.16



 “AMENDMENT AGREEMENT NO. 2”




This Amendment Agreement
No. 2 to the FWA PLA and the FWA TASS, dated as of April 20, 2004 (the “Amendment
Agreement No. 2”), is entered by and between Airspan Communications Limited (“Airspan”)
and Axtel, S.A. de C.V. (“Axtel”)  



WHEREAS, Axtel and Nortel
Networks Limited (“NN Limited”) and Nortel Networks de México,
S.A. de C.V. (“NN Mexico” and, collectively with NN Limited,
“Nortel Networks”) entered into a Purchase and License Agreement
for FWA Equipment dated March 20, 2003, which was subsequently amended by Amendment No. 1
dated September 15, 2003 and by the Change Order dated December 5, 2003 (the “FWA
PLA”);  



WHERAS, Nortel Networks and
Axtel entered into a Technical Assistance Support Services Agreement for FWA Equipment
dated March 20, 2003 (the “FWA TASS”);  




WHEREAS, Nortel Networks,
Airspan and Axtel entered into an Assignment and Assumption Agreement dated December 23,
2003, by virtue of which Nortel Networks assigned all of its rights and obligations under
the FWA PLA and the FWA TASS to Airspan (the “Assignment Agreement”);  




WHEREAS, Airspan and Axtel
(hereinafter referred to collectively as the “Parties” and
individually as a “Party”) have been in discussions regarding
several topics under the FWA PLA and the FWA TASS, including the delivery, volume
purchase commitments, prices and payment terms of equipment and services, with the intent
of setting forth their agreements on such topics in an amendment to the FWA PLA and the
FWA TASS;  



WHEREAS, the Parties, in
light of the foregoing, wish to amend the FWA PLA and the FWA TASS in accordance with the
terms contained herein.  



NOW THEREFORE, in light of
the foregoing and pursuant to mutual covenants and agreements of which the Parties
acknowledge sufficient consideration, they hereby agree as follows:  










	 
      1. 	 
      DEFINITIONS AND EFFECTIVENESS. 






	



1.1 Capitalized terms not
specifically defined in this Amendment Agreement No. 2 shall have the meaning ascribed to
them in the FWA PLA and the FWA TASS, as the case may be. 





1.2 The Parties hereby agree that
this Amendment Agreement No. 2 shall become binding on each Party upon its execution.  







  

















	 
      2. 	 
      GENERAL AGREEMENTS AND AMENDMENTS TO THE FWA PLA. 




	 
      2.1 	 New
      Purchase Commitment. The Parties hereby agree
      to cancel Axtel’s existing Purchase Commitment set forth in Sections
      1a) and 2a) of Annex H of the FWA PLA, for the purchase of RSS equipment
      and Base Stations units for the years 2005, 2006 and 2007, and agree to
      new Purchase Commitments by Axtel, as follows:  






	  	 
      (i) 	 First
      Commitment. A commitment to purchase and take Delivery of US$[ * ]
      of FWA Equipment, commencing from the date of this Amendment Agreement No.
      2 and ending on December 31st,
      2005 (“First Commitment”). The New Incremental Orders
      set forth in Section 5 of this Amendment Agreement No. 2, shall be included
      as part of Axtel’s commitment under this section.  






	  	 
      (ii) 	 Second
      Commitment. A commitment to purchase and take Delivery of US$[ * ]
      of any of Airspan's products, commencing from January 1st,
      2006 and ending on May 1st,
      2006 (“Second Commitment”). Any purchases made by
      Axtel in an amount in excess of the amount of the First Commitment, shall
      be accounted for as an Axtel purchase under the Second Commitment. 
    




	  	 
      (iii) 	 In
      order for Airspan to continue its obligation to supply FWA Equipment beyond
      1st
      May 2006, Axtel will be required to place and maintain orders of 2000 RSS
      units a month from 1st
      February 2006. 




	  	 
      (iv) 	 
      With respect to the commitments mentioned above, in order for Axtel to take
      Delivery of the equipment purchased, Airspan shall deliver such equipment
      pursuant to the delivery terms set forth in the FWA PLA as amended herein.
      






	


The First Commitment and Second
Commitment (hereinafter collectively referred to as the “New Purchase
Commitments”) are in addition to the Purchase Commitments for RSS equipment
and Base Stations units for years 2003 and 2004 set forth in Annex H of the FWA PLA. As
of this date, Axtel has already placed orders with Airspan in quantities and for
deliveries that are sufficient to comply with the required Purchase Commitments for years
2003 and 2004.  










	 
      2.2 	 
      New Payment Terms and Cancellation of Payment Guarantee.
       




	 
      2.2.1 	 New
      Payment Terms. The Parties hereby amend the FWA PLA, by agreeing to
      the payment terms set forth in this section 2.2:  




	  	 
      (i) 	 
      For any new Orders issued by Axtel after the date of this Amendment Agreement
      No2 for Delivery of equipment during 2004, Axtel will pay the Price as follows:
      




	  	 
      [ * ] 	 
      Within five (5) days after the delivery of the Order; 




	




2  
















	  	 
      [ * ] 	 
      Upon Delivery of the Product(s). 




	  	 
      (ii) 	 
      For all Orders issued by Axtel for Delivery of equipment after the end of
      2004, Axtel will pay the Price as follows: 




	  	 
      [ * ] 	 
      Within five (5) days after the delivery of the Order; 




	  	 
      [ * ] 	 
      Upon Delivery of the Product(s). 




	 
      2.2.2 	 Payment
      Guarantee. Notwithstanding the payment guarantee
      provisions set forth in the FWA PLA, the parties hereby agree to cancel
      Axtel’s obligations set forth in the FWA PLA to provide a payment guarantee
      (a letter of credit) to Airspan to secure the payments to be made under
      the FWA PLA. Therefore, the Parties hereby agree that from the date of the
      execution of this Amendment Agreement No. 2, Axtel shall not be required
      to provide to Airspan any type of payment guarantee (including letters of
      credit) to secure its payments under the FWA PLA (including to secure the
      payments of the New Incremental FWA Equipment mentioned in Section 5 of
      this Amendment Agreement No. 2).  




	 
      2.3 	 New
      Method of Payment. The Parties hereby agree
      that any payments to be made under the FWA PLA, as amended (including the
      payments of the New Incremental Orders), and FWA TASS as amended shall be
      made when due by wire transfer (electronic or telegraphic) or by any other
      form of payment (such a letter of credits), in immediately available funds,
      to Airspan’s bank account, as follows:  






  	
          Bank: 

      	  	
          [ * ]
          

      
	
          Sort Code: 

      	  	
          30-99-80 

      
	
          Account Name:
          

      	  	
          Airspan Communications
          Limited 

      
	
          Account No: 

      	  	
          [ * ]
          

      
	
          Further Instructions:
          

      	  	
          Reference Axtel
          

      
	  	  	
         P.O. No.             ,

         Payment of Invoice No.                 .
        


  







	




3  
















	 
      2.4 	 
      Delivery of Equipment.  




	 
      2.4.1 	 
      The Parties hereby amend Annex J of the FWA PLA, by agreeing to the following
      delivery times for Products ordered under such agreement, as from the date
      of this Amendment Agreement No. 2: 




	  	 
      (i) 	 RSS
      Delivery Times: RSS deliveries in 2004 will
      be delivered as per Attachment B. RSS deliveries in 2005 shall occur [ * ]
      months after Purchase Order acceptance by Airspan provided that such delivery
      profile will not require Airspan to deliver more in a given month than [ * ]
      or less than [ * ] of the volume of RSS delivered in the previous
      month. In the event that a delivery profile is requested by AXtel that does
      not meet this criterion, Airspan will make commercially reasonable efforts
      to meet the request  




	  	 
      (ii) 	 RBS
      Delivery Times: RBS Delivery Times: RBS deliveries
      in 2004 will be delivered as per Attachment B. RBS deliveries in 2005 shall
      occur [ * ] months after Purchase Order acceptance by Airspan
      provided that such delivery profile will not require Airspan to deliver
      more in a given month than [ * ] or less than [ * ]
      of the volume of RBS modules delivered in the previous month. In the event
      that a delivery profile is requested by AXtel that does not meet this criterion,
      Airspan will make commercially reasonable efforts to meet the request 
    




	  	 
      (iii) 	 RSS
      Delivery Location: RSS shall be delivered at
      the Airspan Logistics Operating Center for North America (currently Dallas
      Texas), subject to section (iv) below. . Airspan reserves the right to relocate
      its RSS manufacturing site if necessary to achieve its current or future
      business objectives. However, any changes in RSS manufacturing location
      should not materially increase AXtel’s Mexican import duty liability.
       




	  	 
      (iv) 	 
      Airspan will make commercially reasonable efforts to secure a Satisfactory
      Virtual Export Process whereby the RSS equipment will be delivered at the
      current RSS manufacturing site (Solectron Guadalajara) at the same prices
      set forth in this Amendment Agreement No. 2, so long as there is no increase
      in cost to Airspan. 




	 
      2.4.2 	 
      Notwithstanding the foregoing, the Parties have agreed to set special delivery
      terms for the New Incremental Orders set forth in Attachment B of this Amendment
      Agreement No. 2, and therefore the delivery terms applicable to such New
      Incremental Orders shall be those set forth in such Attachment “B”.
      




	 
      2.4.3 	 Changes
      in the Payment Terms for Delay in the Delivery of Products. The
      Parties hereby agree that the Payment Terms for RSS Equipment and for Radio
      Base Station Equipment set forth in this Amendment Agreement No. 2, will
      be modified automatically per each Trigger Event (as defined below), as
      follows:  






	 	
 Upon
the occurrence of   a Trigger Event and with respect to Orders (for RSS and RBS) placed
by Axtel   after such event, the payment terms for such Products will be modified
automatically,   as follows: 






	  	 
      (i) 	 
      The first payment for such equipment (due upon acceptance of the Order)
      will be reduced [ * ]. 










	


4  




























	  	 
      (ii) 	 
      The last payment for such equipment (due upon shipment of the Order) will
      be increased in [ * ]. 







	 	
(for
example, after the   first Trigger Event (if this occurs in 2004) the payment terms will
be [ * ]   upon acceptance of the Order (instead of [ * ]) and [ * ]
  upon Delivery (instead of [ * ]))  






	 	
Trigger
Event: a   Trigger Event shall occur if Airspan shall fail to make Delivery of the
Products   within 30 days of the due date for Delivery in accordance with the delivery
  terms set forth in the FWA PLA (as amended by this Amendment Agreement No. 2)   with
respect to three (3) Orders, regardless whether or not such Orders are   placed
consecutively; provided that the 30 day period shall be extended where   the failure is
caused by Force Majeure, by the number of days for which the   Force Majeure is in
existence. 






	 	
 Immediately
upon the   occurrence of a Trigger Event, Axtel shall provide written notice to Airspan
  that such Trigger Event has occurred. The Parties hereby agree that if, following   the
notification by Axtel of a Trigger Event, Airspan makes Deliveries in the   following
three (3) consecutive months without the occurrence of another Trigger   Event, the
payment terms applicable for the Orders placed by Axtel after such   date shall be those
applicable pursuant the payment terms set forth in section   2.2 of this Amendment
Agreement No. 2. 






	 
      2.5 	 
      New Equipment Prices and Other Fees 




	  	 
      (i) 	 
      The Parties hereby agree that the Prices payable with respect to equipment
      purchased under the FWA PLA under Orders placed after the date of this Amendment
      Agreement No. 2, will be as set forth in sections 2.5 and 2.6, and that
      Annex “F” of the FWA PLA is accordingly amended with respect to
      such purchases. 




	  	 
      (ii) 	 
      All prices quoted in this Amendment Agreement No. 2 are in US dollars. The
      Prices for the RSS are CIP Dallas, for which a 0.6% charge for freight and
      duty will be made to Axtel by Airspan for all orders placed from the date
      of this Amendment Agreement No. 2 for RSS to be delivered in 2004. For Orders
      for delivery after 2004 the prices paid will not include the C.I.P charge
      of 0.6%. 




	  	 
      (iii) 	 RSS
      Equipment Price Reduction. The Parties hereby
      amend the prices of the RSS Equipment, as follows:  




	  	 
      (a) 	 
      [ * ] for one F2 RSS Kit. 




	  	 
      (b) 	 
      [ * ] for one F5 RSS Kit (including the RDA Kit). 





	




5  



















	 	
The
new RSS Equipment   Prices set forth herein are applicable for any new Order placed by
Axtel from   the date of this Amendment Agreement No. 2.  






	  	 
      (iv) 	 RBS
      Equipment Price Reduction. The Parties hereby
      amend the prices of the Base Stations units, as follows: 
    




	  	 
      (a) 	 
      For Orders for Delivery in 2004: 




	  	 
      (1) 	 
      [ * ] for one 18B Base Station Unit, without antennas. 




	  	 
      (2) 	 
      [ * ] for one 27B Base Station Unit, without antennas. 




	  	 
      (b) 	 
      For Orders for Delivery after 2004: 




	  	 
      (1) 	 
      [ * ] for one 18B Base Station Unit, without antennas. 




	  	 
      (2) 	 
      [ * ] for one 27B Base Station Unit, without antennas. 






	 	
The
new RBS Equipment   Prices set forth herein are applicable for any new Order placed by
Axtel from   the date of this Amendment Agreement No. 2.  






	  	 
      (v) 	 New
      PDS Software Upgrade Fee. The Parties hereby
      amend the FWA PLA, by modifying the price of the FWA Packet Data Software
      and Hardware (Cell Site Packet Data Software Activation Fee and two TPM-PDs),
      as follows:  




	  	 
      (a) 	 
      For all Orders issued by Axtel under this Amendment Agreement No. 2 for
      Delivery of the FWA Packet Data Software and Hardware during 2004, the price
      shall be as follows: 




	  	 
      (1) 	 
      [ * ] (this price includes the Cell Site Packet Data Software
      Activation Fee and two TPM-PDs). 




	  	 
      (2) 	 
      [ * ] per each additional TPM-PD card. 




	  	 
      (b) 	 
      For all Orders issued by Axtel under this Amendment Agreement No. 2 for
      Delivery of FWA Packet Data Software and Hardware after 2004, the price
      shall be as follows: 




	  	 
      (1) 	 
      [ * ] (this price includes the Cell Site Packet Data Software
      Activation Fee and two TPM-PDs). 





	




6  


















	  	 
      (2) 	 
      [ * ] per each additional TPM-PD card. 




	  	 
      (c) 	 PDS
      Software Upgrade Delivery Times: with respect
      to each Order placed for PDS Software Upgrade, Airspan shall deliver such
      PDS Software Upgrade for Orders placed for Delivery in 2004, within five
      (5) months after the acceptance of the respective Order, and for Orders
      placed for Delivery after 2004, within four (4) months after the acceptance
      of the respective Order. Provided that, Airspan shall be obligated to deliver
      only up to 45 PDS Software Upgrade per month, any additional amount of PDS
      Software Upgrade scheduled for delivery for such month shall be delivered
      in the followings months pursuant this delivery limit of 45 PDS Software
      Upgrade per month, unless is otherwise agreed in writing by the Parties.
       




	  	 
      (vi) 	 Prices
      for Spare Parts. The initial Spare Parts ordered
      in Attachment B shall be the prices listed in section 6 of Annex F, less
      a discount of [ * ].  




	 
      2.6 	 Single
      Product – RSS Equipment. Airspan hereby proposes
      to develop and manufacture a new single unit of RSS equipment (the “New
      FWA RSS Unit”), and to supply the New FWA RSS Unit to Axtel
      from April 1st, 2005
      (the “New Equipment Commercial Launch”) The purchase
      and sale of the New FWA RSS Unit shall be subject to the following terms
      and conditions:  




	  	 
      (i) 	 Specifications,
      Functionality and Service Quality. As of the
      date of this Amendment Agreement No. 2, the Parties have not formally agreed
      upon the specifications of the New FWA RSS Unit (“Specifications”).
       






	 	
Notwithstanding
the foregoing,   the New FWA RSS Unit shall have at least the same form, function and fit
of   both of the current RSS Equipment jointly (the F2 and F5 RSS equipment), pursuant
  the Specifications provided to Axtel by Airspan and Nortel Networks (as the   former
manufacturer).  







	 	
Accordingly,
the Parties   agree as follows:  






	  	 
      (a) 	 
      that by April 30, 2004, Airspan shall propose the Specifications to Axtel.
      In particular, Airspan will propose a revised RPCU, which may include a
      remote battery backup instead of an Integrated Battery Backup. In accordance
      with the foregoing, Airspan shall provide to Axtel the following: 




	  	 
      (i) 	 
      the Specifications of the New FWA RSS Unit; 







	




7  


















	  	 
      (ii) 	 
      a list with all the differences between the Specifications of the current
      FWA RSS equipment and the New FWA RSS Unit; 




	  	 
      (iii) 	 
      Airspan shall provide the Product Development Schedule, in which shall be
      identified all the milestones with its correspondent target dates. 




	  	 
      (b) 	 
      that by May 31, 2004, or such other date as the Parties may agree to in
      writing, Axtel and Airspan shall have agreed in writing upon the Specifications
      (the “Agreed Specifications”) and the acceptance
      procedure to be performed by the Parties under the First Market Application.
      The Agreed Specifications and the acceptance procedure shall then become
      a part of the FWA PLA, 




	  	 
      (c) 	 
      Airspan shall monthly inform Axtel the advance and/or delays of the development
      of the New FWA RSS Unit pursuant the Product Development Schedule agreed
      by the Parties. In addition to the foregoing, Axtel will have the right
      to visit Airspan’s installations in order to review and evaluate the
      advances achieved by Airspan in the development of the New FWA RSS Unit.
      




	  	 
      (d) 	 Airspan
      will provide a number of 15 New RSS Units to Axtel by January 30th 2005
      in order for Axtel to perform and have completed no later than March 15th
      2005 a First Market Application of the New FWA RSS Unit before the New Equipment
      Commercial Launch, The New FWA RSS Unit shall pass successfully the First
      Market Application made by Axtel pursuant the acceptance procedure previously
      agreed by the Parties. Deliveries will commence 6 weeks after completion
      of the FMA  




	  	 
      (e) 	 
      If Axtel considers it necessary, Axtel will have the right to request Airspan
      to assist Axtel in a verification office of the New FWA RSS Unit. Airspan
      will provide a quote for this service under the FWA TASS at reasonable costs
      and prices. 




	  	 
      (ii) 	 Price
      of New FWA RSS Unit and New Packet Data Activation Fee.
      The Price of the New FWA RSS Unit will be as follows:  




	  	 
      (a) 	 
      For the New FWA RSS Units Delivered, a Price of [ * ] per New
      FWA RSS Unit, provided that Axtel places and maintains Orders such that,
      by the last day of a given quarter, commencing January 1, 2005 and ending
      December 31, 2005, at least [ * ] RSS units are on hand and scheduled
      to be delivered in each the following two calendar quarters. The payment
      terms applicable for such Orders, will be: 




	  	 
      [ * ] 	 
      four (4) months before the delivery of the products; 




	




8  


















	  	 
      [ * ] 	 
      Upon delivery of the products 







	 	
For
the purpose of clarification,   Axtel shall place and maintain orders of at least [ * ]
New FWA RSS   Units per calendar quarter for its delivery from New Equipment Commercial
Launch   (April 1st   2005) until the end of the second quarter 2006. In the
event Axtel does not   place and maintain Orders for such amount of NEW FWA RSS Units for
its respective   delivery in any specific calendar quarter, Axtel shall pay for the
equipment   purchased in such quarter, an additional fee of [ * ] Dollars per
  unit. 






	 	
With
respect to the Orders   mentioned in this Section 2.6 (ii) (a), Axtel hereby acknowledges
that such   Orders are not cancelable, notwithstanding the foregoing, both Parties agree
  that Axtel will have the right to make changes to such Orders in quantities   and/or
delivery times 4 months prior to the originally scheduled delivery date,   without
reducing the total amount (value) of such Orders. 






	  	 
      (b) 	 
      A fee of [ * ] will also be payable as a Packet Data
      Activation Fee. The Packet Data Activation Fee will include the cost
      of a data adaptor or a modem (“Packet Data Activation Unit”).
      







	 	
The
prices and fee payable   under this section shall be paid in accordance with the
provisions of section   2.2.1 above, and the payment by Axtel shall be as follows: 






	  	 
      [ * ] 	 
      within five (5) days after the delivery of the Order; 




	  	 
      [ * ] 	 
      when Axtel has activated at its customer the packet data functionality of
      such New RSS Unit. 






	 	
Axtel
agrees to place   and maintain Orders such that, at any given time after January 1, 2005,
at least   [ * ] RSS Packet Data Activation Units are scheduled to be delivered
  in each the following two calendar quarters (in the Second and Third Calendar   Quarter
of 2005). 






	 	
The
Price of all RSS   PD Activations delivered under Orders received that do not meet these
requirements   shall be priced at the price set forth above in this section plus [ * ]. 





	  	 
      (iii) 	 
      Airspan shall sell and deliver to Axtel the current F5 RSS Kit instead of
      such New FWA RSS Unit, at the prices of the New FWA RSS Unit set forth in
      section 2.6 (ii), in the following events: 




	  	 
      (a) 	 
      If the New FWA RSS Unit is not available for delivery after the New Equipment
      Commercial Launch in accordance with the Agreed Specification; or 








	


9  


















	  	 
      (b) 	 
      If the New FWA RSS Unit does not satisfactorily pass the First Market Application
      performed by Axtel in accordance with the test protocol agreed by the Parties;
      or 




	  	 
      (c) 	 If
      the Specifications of the New FWA RSS Equipment are not agreed by the Parties
      by May 31, 2004 for a reason not attributable to Axtel and therefore the
      New Equipment Commercial Launch of the New FWA RSS Unit is delayed after
      April st
      2005;  






	 	
The
foregoing, until   such time as:  





	  	 
      (a) 	 
      the New FWA RSS Units has satisfactorily complied with the First Market
      Application; and 




	  	 
      (b) 	 
      the New FWA RSS Unit is Delivered by Airspan pursuant the Agreed Specification.
      




	  	 
      (iv) 	 
      If through no fault of Airspan, Axtel are unable to complete the First Market
      Application by March 15th 2005, Airspan shall sell and deliver to Axtel
      the current F5 and F2 RSS’s kit instead of the New RSS unit, at the
      prices set forth in 2.5 (iii), until such time as the First Market Application
      is completed. 




	  	 
      (vi) 	 If
      through no fault of Airspan both parties fail to agree the Specification
      of the New FWA RSS Unit by 31st
      May 2004, then Airspan shall sell and deliver to Axtel the current F5 and
      F2 RSS’s kit instead of the New RSS unit, at the prices set forth in
      2.5 (iii) for a period of 11 months after agreement on the Specifications.
       




	 
      2.7 	 Airspan
      Security Instrument. The Parties hereby acknowledge
      that, from time to time, Axtel may make payments to Airspan under the FWA
      PLA and the FWA TASS (as herein amended), such that the aggregate amount
      of those payments for Orders where the related Equipment has not been Delivered
      may at times exceed [ * ] (“Exposure Limit”)
      in respect of Orders that have not been fully Delivered (“Orders
      Guaranteed by Airspan”).  






	 	
The
Parties further acknowledge   and hereby agree that as of the date of this Amendment
Agreement No. 2, Axtel   has made such payments to Airspan in an amount exceeding [ * ].  







	


10  

















	 	
Accordingly,
Airspan   will cause to be issued in favor of Axtel, at Airspan’s expense, when such
  Exposure Limit is exceeded, one or more irrevocable standby letters of credit or
bank guarantees (together the “L/Cs” and each an   “L/C”),
issued by Airspan’s UK bank at Axtel’s satisfaction,   for an aggregate amount
equivalent to all the amounts paid by Axtel in excess   of the Exposure Limit (the “Excess
Exposure Amount”).  






	 	
The
Parties further agree   that the aggregate value of the L/Cs, as measured and agreed by
the parties   at the end of each month, will continue to be equal or greater than the
likely   peak Excess Exposure Amount for the following month. This value will include
  coverage for Purchase Orders likely to be Activated in the following month.   The
parties hereby agree that a reasonable mechanism is put in place within   10 working days
of the execution of this Amendment Agreement No.2 to establish   and maintain this
coverage.  






	 	
Each
L/C will permit   Axtel, on or before its expiry date, to draw down the portion of the
L/C applicable   to the funds received by Airspan as a downpayment with respect to the
delivery   covered by that L/C, upon the occurrence of any of the following events or
conditions:  





	  	 
      (i) 	 
      Airspan applies for or consents to the appointment of, or the taking of
      possession by a receiver, custodian, trustee or liquidator of itself or
      of all or a substantial part of its property, 




	  	 
      (ii) 	 
      Airspan makes a general assignment for the benefit of its creditors, 




	  	 
      (iii) 	 
      Airspan commences a voluntary proceeding under the bankruptcy, insolvency
      or similar laws relating to relief from creditors generally, 




	  	 
      (iv) 	 
      Airspan fails to contest in a timely or appropriate manner, or acquiesces
      in writing to, any petition filed against it in an involuntary proceeding
      under the bankruptcy, insolvency or similar laws relating to relief from
      creditors generally, or any application for the appointment of a receiver,
      custodian, trustee, or liquidator of itself or of all or a substantial part
      of its property or its liquidation, reorganization, dissolution or winding-up.
      




	  	 
      (v) 	 
      Airspan fails to Deliver equipment ordered by Axtel under the FWA PLA, within
      a period of (30) thirty days after the delivery date applicable for such
      equipment, pursuant the terms of the FWA PLA as amended herein and this
      Amendment Agreement No. 2, as the case may be; provided (i) that no later
      than fifteen (15) days after the date on which Airspan has failed to make
      a Delivery, Axtel has provided written notice to Airspan of such failure,
      and (ii) that the 30 day period shall be extended where the failure is caused
      by Force Majeure, by the number of days for which the Force Majeure is in
      existence (if the Force Majeure continue for more than 60 days, Axtel will
      have the right to cancel the respective Order(s) and to collect from the
      Letter of Credit all applicable payments paid to Airspan by Axtel for such
      equipment). 





	




11  




















	 	
 The
Parties further acknowledge   and hereby agree that as of the date of this Amendment
Agreement No. 2, Axtel   has made such payments to Airspan that in aggregate exceed the
Exposure Limit   and that Airspan shall, within fifteen (15) days of the execution of
this Amendment   Agreement No. 2, issue and deliver to Axtel one or more L/Cs or bank
guarantees   (“Initial L/C”), issued by a bank acceptable to Axtel in its
reasonable   discretion, in an amount to be agreed by the parties that is equal or
greater   than the likely peak of the Excess Exposure Amount in May, 2004. This will
include   values related to the Orders to be Activated at the close by Axtel under the
  Attachment B. Such L/C shall be subject to the terms set forth in this Amendment
  Agreement No. 2. 





	 
      3. 	 
      GENERAL AGREEMENTS AND AMENDMENTS TO THE FWA TASS. 




	 
      3.1 	 Change
      in the Scope of Services under the FWA TASS. The
      Parties hereby amend the FWA TASS, by the elimination of Airspan’s
      obligation, set forth in Section 1.2 of the FWA TASS, to provide the Software
      Enhancement Releases in 2005 and in the subsequent years. From the date
      of this Amendment Agreement No. 2, Airspan will be obligated only to provide
      the Software Enhancement Release for years 2003 and 2004 (the Software Enhancement
      Release of year 2004 will be delivered by Airspan in the first quarter of
      2005), as agreed to by both Parties in accordance with the FWA TASS. If
      in future Axtel requires specific Product Enhancements, and if Airspan determines
      in its sole discretion that it has resources available to make such Product
      Enhancements, Airspan shall provide its quotation to undertake such Product
      Enhancements at reasonable commercial terms and conditions. 
    




	 
      3.2 	 New
      Prices and Payment Terms for Services under the FWA TASS. Pursuant
      to the modification of the scope of the Services set forth in Section 3.1
      above, the Parties hereby amend the FWA TASS, by modifying the price and
      payment terms of the Services set forth in the FWA TASS, as follows: 
    




	  	 
      (i) 	 
      [ * ], for the Services to be provided by Airspan in year 2005,
      which shall be paid by Axtel as follows: 




	  	 
      • 	 
      [ * ] for the first calendar quarter, payable on January 1, 2005;
      




	  	 
      • 	 
      [ * ] for the second calendar quarter, payable on April 1, 2005;
      




	  	 
      • 	 
      [ * ] for the third calendar quarter, payable on July 1, 2005;
      




	  	 
      • 	 
      [ * ] for the fourth calendar quarter, payable on October 1, 2005.
      






	




12  

















	  	 
      (ii) 	 
      [ * ], for the Services to be provided by Airspan in 2006 and
      2007, which shall be paid by Axtel as follows: 




	  	 
      • 	 
      [ * ] for each calendar quarter, payable on the first calendar
      day of each quarter. 






	 	
 All
payments to be made   by Axtel under this section 3.2, shall be made by Axtel within 30
days after   the delivery date of the respective invoice, as provided in section 3.3 of
the   FWA TASS. 






	 
      3.3 	 New
      Services under the scope of the FWA TASS. Airspan
      will provide, at no additional charge to Axtel, and provided that Axtel
      is not otherwise in default of any of its obligations under the FWA TASS
      or the FWA PLA, the following Services under the FWA TASS: 
    




	  	 
      (i) 	 Maintenance
      Releases. Airspan shall provide to Axtel any maintenance release, patch
      or fix developed by Airspan during the term of the FWA TASS.  




	 
      3.4 	 Services
      to be Excluded from the FWA TASS. From year
      2005, the following service will be specifically excluded from the FWA TASS:
       




	  	 
      (i) 	 
      The upgrade services for REM. Notwithstanding the foregoing, Airspan will
      perform the upgrade services related to REM regarding the release System
      Release 14.2. 




	 
      4. 	 
      AMENDED AND RESTATED AGREEMENTS.  




	 
      4.1 	 Amended
      and Restated FWA PLA. The Parties hereby agree
      to use commercially reasonable efforts to prepare a new amended and restated
      FWA PLA by July 150, 2004, in which all the terms and conditions of the
      FWA PLA as modified by Axtel and Airspan under this Amendment Agreement
      No. 2 shall be reproduced and reflected. In this regard, each party will
      pay for its own legal and out-of-pocket expenses. In accordance with the
      foregoing, the Parties shall incorporate all the agreements and modifications
      herein established, by modifying all applicable sections of the agreement
      and the annexes of the FWA PLA. In addition to the foregoing, the Parties
      will discuss and negotiate, including without limitation, the following
      issues:  




	  	 
      (i) 	 
      Authorization from Airspan to Axtel to purchase directly from Airspan's
      suppliers antennas for the RBS equipment. 




	  	 
      (ii) 	 
      Agreeing the commercial terms whereby Airspan could certify other suppliers
      of antennas for RBS equipment. 




	  	 
      (iii) 	 
      Agreeing the commercial terms whereby Airspan could certify up to two Local
      Service Suppliers for the performance in Mexico of the repair and maintenance
      of RSS equipment. 




	




13  

















	  	 
      (iv) 	 
      Agree by Q3 2004 to deliver the original Drop Cable Connector (NTEG 99GR)
      




	  	 
      (v) 	 
      To review jointly the opportunities for improved reliability and availability
      of certain FWA components. 




	  	 
      (vi) 	 
      Local Support and Maintenance Services. Discuss if Airspan shall hire one
      employee or representative to be located in the city of Monterrey, N.L.
      Mexico, or to have a Spanish speaking Technical FWA Expert in UK. 




	 
      4.2 	 Amended
      and Restated FWA TASS. The Parties hereby agree
      to use commercially reasonable efforts to prepare a new amended and restated
      FWA TASS by July 15, 30, 2004, in which all the terms and conditions of
      the FWA TASS which were modified by Axtel and Airspan under this Amendment
      Agreement No. 2 shall be reproduced and reflected. In this regard, each
      party will pay for its own legal and out-of-pocket expenses. In accordance
      with the foregoing, the Parties shall incorporate all the agreements and
      modifications herein established, by modifying all applicable sections of
      the agreement and the annexes of the FWA TASS.  




	 
      5. 	 
      NEW INCREMENTAL ORDERS.  




	 
      5.1 	 
      Axtel will purchase the FWA Equipment and FWA Spare Parts (the “New
      Incremental FWA Equipment”) specified in Attachment “B”
      this Amendment Agreement No.2 (hereinafter Attachment “B”)
      by placing incremental Purchase Orders as scheduled in Attachment “B”
      (hereinafter the “New Incremental Orders”). For
      this New Incremental Orders, the terms and conditions of the FWA PLA as
      amended by this Amendment Agreement No. 2 will apply, unless is otherwise
      agreed by the Parties in this Section 5. 




	 
      5.2. 	 
      In the Attachment “B” is clearly detailed the description of the
      FWA Spares Parts. 




	 
      5.3 	 
      Pursuant the terms set forth in Section 18.4 of the FWA PLA, the Parties
      hereby agree that such New Incremental FWA Equipment will have special payment
      and delivery terms, which are set forth in the Attachment “B”
      of this Amendment Agreement No. 2, therefore, the Parties agree that all
      the terms and conditions of the FWA PLA (as herein amended) shall apply
      to the New Incremental Orders except for those specific delivery and payment
      terms referenced in the Attachment “B”. Provided that,
      Axtel will commence to make the correspondent initial payments to Airspan
      under such Attachment “B”, only after Airspan has delivered to
      Axtel the applicable L/Cs as set forth in the last paragraph of Section
      2.7 of this Amendment Agreement No. 2. Notwithstanding the foregoing, the
      delivery terms of the New Incremental FWA Equipment shall start from the
      execution of this Amendment Agreement No. 2 irrespectively of the date of
      the applicable payment. 





	




14  

















	 
      5.4 	 
      The New Incremental Orders shall clearly state their reference to the FWA
      PLA and to this Amendment Agreement No. 2. 




	 
      5.5 	 
      The parties hereby agree that the payment terms specified in Attachment
      B will apply exclusively for the New Incremental Orders specified in Attachment
      B; provided, however, that Axtel, places the New Incremental Orders
      according to the schedule specified in Attachment B. 




	 
      5.6 	 
      The New Incremental Orders shall reference this Amendment Agreement No.
      2 and the New Incremental Orders are totally binding and non-cancelable,
      provided that, any change to the New Incremental Orders shall be made pursuant
      the terms set forth in Section 2.7 of the FWA PLA. 




	 
      5.7 	 
      Airspan shall deliver the New Incremental FWA Equipment in accordance with
      the delivery schedule set forth in Attachment B of this Amendment Agreement
      No.2, provided that Axtel activates the Orders and made the applicable payments
      as set forth in the Attachment B of this Amendment Agreement No. 2... 




	 
      5.8 	 
      This Section 5 of the Amendment Agreement No. 2 applies solely to the New
      Incremental Orders as defined in Attachment B and shall terminate on completion
      of the delivery of the New Incremental FWA Equipment ordered. 




	 
      6. 	 
      CONTINUED EFFECT.  




	 
      6.1 	 
      The Parties hereby agree that the present Amendment Agreement No. 2 constitutes
      an amendment of some of the provisions of the FWA PLA and the FWA TASS,
      and except as amended and modified herein, all of the other terms and conditions
      of the FWA PLA and the FWA TASS shall remain in full force and effect. 






	

IN WITNESS WHEREOF, this
Amendment Agreement No. 2 is signed as of the date first above written.  












	
AXTEL, S.A. DE C.V. 




By: /s/ Alberto de Villasante Herbert

       ——————————————

Name: Alberto de Villasante Herbert

Title:   Legal Representative 	
AIRSPAN COMMUNICATIONS LIMITED 




By: /s/ Eric Stonestrom 

       ——————————————

Name: Eric Stonestrom

Title:   Chief Executive Officer  




	




15  












Axtel
  FWA Ammendment No. 2 - Attachment B (1/3) - Apr 2004

Note:
  Portions of this Attachment B indicated by a black box are subject to a confidential
  treatment request, and have been omitted from this exhibit. Complete, unredacted
  copies of this exhibit have been filed with the Securities and Exchange Commission
  as part of the Company’s confidential treatment request. 

Delivery
  Schedule Quantities

New
  Incremental Orders 2004

 

	
       

    	
       

    	
       

    	
      PO
      Placement & Acceptance 	
       

    	Delivery
      Schedule Quantities
	
      Super Incr.

      Order #  	
      Discreet Super Incremental

      Orders  	
       

    	2004	
       

    	
      2004 	
      2005* 
	
      Units

    	Mar	
      Apr

    	May	Jun	Jul	Aug	
      Sep

    	
      Oct

    	
      Nov

    	
      Dec

    	
       

    	
      May

    	
      Jun

    	
      Jul

    	
      Aug

    	
      Sep

    	
      Oct

    	
      Nov

    	
      Dec

    	Jan	
       

    
	
       

    	
       

    	 	
       

    	
      

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	 	
       

    
	
      B1

    	    2k
      x F2	 	 	
      P&A1 

    	 	 	 	 	D1	 	
       

    	
       

    	
       

    	 	
       

    	 	 	 	 	 	 	 	 
	
      B2

    	   1k
      x F2	 	 	
      P&A1 

    	 	 	 	 	D1	 	
       

    	
       

    	
       

    	 	
       

    	 	 	 	 	 	 	 	 
	
      B3

    	   1k
      x F2	 	 	
       P

    	 	A1	 	 	 	D1	
       

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
      B4

    	   6k
      x F2	 	 	
       P&A1

    	 	A2	 	 	 	D1	
       D2

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
      B5

    	   7k
      x F2	 	 	
       P&A1

    	 	 	A2	 	 	 	
      D1&D2

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
      B6

    	   6k
      x F2	 	 	
       P

    	 	 	A1	A2	 	 	
      D1 

    	
      D2 

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
      B7

    	   5k
      x F2	 	 	
      P

    	 	 	 	A1	 	 	
       

    	
      D1 

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
      B8

    	   2.5k
      x F5 (Includes RDA)	 	 	
       P&A1

    	 	 	 	D1	 	 	
       

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
      B9

    	   2.5k
      x F5 (Includes RDA)	 	 	
      P

    	 	A1	 	 	 	D1	
       

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	 	 	 	 	
      

    	 	 	 	 	 	 	
       

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
      B10

    	   28
      x 27b RBS (wo antennas)	 	 	
       P&A1&A2

    	A3	 	 	D1	D2	D3	
       

    	
       

    	
       

    	 	
       

    	 	 	 	 	 	 	 	 
	
      B11

    	   12
      x 27b RBS (wo antennas)	 	 	
      P

    	A1	 	 	 	 	D1	
       

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
      B12

    	   1
      x 27b RBS (wo antennas)	 	 	
      P

    	A1	 	 	 	 	D1	
       

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
      B13

    	   4
      x 27b RBS (wo antennas)	 	 	
      P

    	 	A1	 	 	 	 	
      D1 

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
      B14 

    	   7
      x 18b RBS (wo antennas)	 	 	
       P&A1

    	 	 	 	D1	 	 	
       

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
      B15

    	   6
      x 18b RBS (wo antennas)	 	 	
       P&A1

    	 	 	 	 	D1	 	
       

    	
       

    	
       

    	 	
       

    	 	 	 	 	 	 	 	 
	
      B16

    	   7
      x 18b RBS (wo antennas)	 	 	
      P

    	A1	 	 	 	 	D1	
       

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
      B17

    	   6
      x 18b RBS (wo antennas)	 	 	
      P

    	A1	A2	 	 	 	D1	
       D2

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
       

    	 	 	 	
      

    	 	 	 	 	 	 	
       

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
      B18

    	   11
      x PD Upgrade	 	 	
       P&A1

    	 	 	 	 	D1	 	
       

    	
       

    	
       

    	 	
       

    	 	 	 	 	 	 	 	 
	
      B19

    	   21
      x PD Upgrade	 	 	
      P

    	A1	 	 	 	 	D1	
       

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
      B20

    	   15
      x TPM - PD’s	 	 	
       P&A1

    	 	 	 	 	D1	 	
       

    	
       

    	
       

    	 	
       

    	 	 	 	 	 	 	 	 
	
      B21

    	   61
      x TPM - PD’s	 	 	
      P

    	A1	A2	 	 	 	D1	
      D2 

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
       

    	 	 	 	
      

    	
       

    	 	 	 	
       

    	
       

    	
       

    	
       

    	
       

    	 	
       

    	 	 	
       

    	 	 	 	 	 
	
      B22

    	   Spares
      - Note (*)	 	 	
      P&A1&A2

    	
      A3 

    	 	 	D1	
      D2 

    	
       D3

    	
       

    	
       

    	
       

    	 	 	 	Set
      1 	Set
      2 	Set
      3 	 	 	 	 





	
      Legend:

    	
      P
        = Place Order Document

    
	
       

    	
      A1
        A2 A3 ...  Partial Activation

    
	
       

    	
      D1
        D2 D3 ... = Partial Deferred Payment

    
	
       

    	
      Note
        (*) Spare Parts details is stated in Attachment B (3/3)

    
	

      Super Incremental Orders and associated payments are due on the 15th day
      of the indicated month. 

      Deliveries are due on the 15th day of the month indicated


 

	Confidential	7/1/2004	Page 1


 











Axtel
  FWA Ammendment No. 2 - Attachment B (2/3) - Apr 2004




Payment
  Schedule as per Delivery Schedule

New
  Incremental Orders 2004

  

  

	
       

    	
       

    	 	 	 	
       

    	
      PO
        Placement

    	
       

    	 
	
      Super Incr. Order #

        Number of the 

        Incremental Order 

    	Discreet 
      Super Incremental

      Orders	 	 	 	
       

    	
      2004

    	
       

    	
      2004

    
	
      $
        Price/Unit

    	
      Units

    	
      PO
        Value

    	
      %
        Cash

    	
      Mar

    	
      Apr

    	
      May

    	
      Jun

    	
      Jul

    	
      Aug

    	
      Sep

    	
      Oct

    	
      Nov

    	
      Dec

    	
       

    	
      Mar

    	
      Apr

    	
      May

    	
      Jun

    	
      Jul

    	
      Aug

    	
      Sep

    	
      Oct

    	
      Nov

    	
      Dec

    
	
       

    	
       

    	 	 	 	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	 	 	 	
       

    	
       $k

    	
      $k 

    	
      $k 

    	
      $k 

    	
      $k 

    	
      $k 

    	
      $k 

    	
      $k 

    	
      $k 

    	
       $k

    
	
      B1

    	   2k
      x F2	 	
      
        2,000

    	 	 	 	
      A1

    	 	 	 	 	
      D1

    	 	
      

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	
      B2

    	   1k
      x F2	 	
      1,000

    	 	 	 	
      A1

    	 	 	 	 	
      D1

    	 	
      

    	 	 	 	 	 	 	 	 	 	 	 	 
	
      B3

    	   1k
      x F2	 	
      1,000

    	 	 	 	 	 	
      A1

    	 	 	 	
      D1

    	
      

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	
      B4

    	   6k
      x F2	 	
      6,000

    	 	 	 	
      A1

    	 	
      A2

    	 	 	 	
      D1

    	
      D2

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	
      B5

    	   7k
      x F2	 	
      7,000

    	 	 	 	
      A1

    	 	 	
      A2

    	 	 	 	
       D1&D2

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	
      B6

    	   6k
      x F2	 	
      6,000

    	 	 	 	
      

    	 	 	
      A1

    	
      A2

    	 	 	
      D1

    	
      D2

    	 	 	 	 	 	 	 	 	 	 	 
	
      B7

    	   5k
      x F2	 	
      5,000

    	 	 	 	
      

    	 	 	 	
      A1

    	 	 	 	
      D1

    	 	 	 	 	 	 	 	 	 	 	 
	
      B8

    	   2.5k
      x F5 (Includes RDA)	 	
      2,500

    	 	 	 	
      A1

    	 	 	 	
      D1

    	 	 	
      

    	 	 	 	 	 	 	 	 	 	 	 	 
	
      B9

    	   2.5k
      x F5 (Includes RDA)	 	
      2,500

    	 	 	 	
      

    	 	
      A1

    	 	 	 	
      D1

    	
      

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
      

    	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
      

    	 	 	 	 	 	 	 	 	 	 	 
	
      B10

    	   28
      x 27b RBS (wo antennas) 	 	
      28

    	 	 	 	
      A1&A2

    	
      A3

    	 	 	
      D1

    	
      D2

    	
      D3

    	
      

    	 	 	 	 	 	 	 	 	 	 	 	 
	
      B11

    	   12
      x 27b RBS (wo antennas) 	 	
      12

    	 	 	 	 	
      A1

    	 	 	 	 	
      D1

    	
      

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	
      B12

    	   1
      x 27b RBS (wo antennas)	 	
      1

    	 	 	 	 	
      A1

    	 	 	 	 	
      D1

    	
      

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	
      B13

    	   4
      x 27b RBS (wo antennas) 	 	
      4

    	 	 	 	 	 	
      A1

    	 	 	 	 	
      D1

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	
      B14

    	   7
      x 18b RBS (wo antennas) 	 	
      7

    	 	 	 	
      A1

    	 	 	 	
      D1

    	 	 	
      

    	 	 	 	 	 	 	 	 	 	 	 	 
	
      B15

    	   6
      x 18b RBS (wo antennas) 	 	
      6

    	 	 	 	
      A1

    	 	 	 	 	
      D1

    	 	
      

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	
      B16

    	   7
      x 18b RBS (wo antennas) 	 	
      7

    	 	 	 	 	
      A1

    	 	 	 	 	
      D1

    	
      

    	 	 	 	 	 	 	 	 	 	 	 	 
	
      B17

    	   6
      x 18b RBS (wo antennas) 	 	
      6

    	 	 	 	 	
      A1

    	
      A2

    	 	 	 	
      D1

    	
      D2

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
      

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
      

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	
      B18

    	   11
      x PD Upgrade	 	
      11

    	 	 	 	
      A1

    	 	 	 	 	
      D1

    	 	
      

    	 	 	 	 	 	 	 	 	 	 	 	 
	
      B19

    	   21
      x PD Upgrade	 	
      21

    	 	 	 	 	
      A1

    	 	 	 	 	
      D1

    	
      

    	 	 	 	 	 	 	 	 	 	 	 	 
	
      B20

    	   15
      x TPM - PD's	 	
      15

    	 	 	 	
      A1

    	 	 	 	 	
      D1

    	 	
      

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	
      B21

    	   61
      x TPM - PD's	 	
      61

    	 	 	 	 	
      A1

    	
      A2

    	 	 	 	
      D1

    	
      D2

    	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
      

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
      

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	
      B22

    	   Spares
      - Note (*)	 	
      Set

    	 	 	 	
      A1&A2

    	
      A3

    	 	 	
      D1

    	
      D2

    	
      D3

    	
      

    	
      

    	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Total
      USD 	#REF!	 	Sub-Toal
      Cash - Incremental RSS & all RBS Due on 15th 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 	TOTAL
      (Thousand USD)	    2004		
       #REF! 

    





	
      Legend:

    	
      P
        = Place Order Document

    
	
       

    	
      A1
        A2 A3 ... Partial Activation

    
	
       

    	
      D1
        D2 D3 ... = Partial Deferred Payment

    
	
       

    	
      Note
        (*) Spare Parts details is stated in Attachment B (3/3)

    





	
      Super
        Incremental Orders and associated payments are due on the 15th day of
        the indicated month.

        Deliveries are due on the 15th day of the month indicated  
        
    



 

	Confidential	7/1/2004	Page 2


 












Axtel
  FWA Ammendment No. 2 - Attachment B (3/3) - Apr 2004

  

  

  

Spare Parts to
  be included


  

 

	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      Delivery Schedule
        and Prices of Spare Parts

    
	
      Unit Prices
        as per Annex F of PLA dated March 20, 2003 as amended

    	
       

    	
      Spare Parts
        Qty

    	
       

    	
      Discounted
        Prices - 20%

    
	
      PEC

    	
       

    	
         Description

    	
       

    	
      Unit

    	
       

    	
      Ex-Works

        Unit Price

        USD

    	
       

    	
      Qty

    	
       

    	
      Aug-04

    	
       

    	
      Sep-04

    	
       

    	
      Oct-04

    	
       

    	
      Aug-04

    	
       

    	
      Sep-04

    	
       

    	
      Oct-04

    
	
      NTED4575

    	
       

    	
         Transceiver
        Processor Module

    	
       

    	
        1

    	
       

    	
      $

    	
      5,877.05
        

    	
       

    	
      3

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      3

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
       

    	
       

    
	
      NTEG72AD

    	
       

    	
         Transceiver
        Baseband Module Combining Diversity

    	
       

    	
        1

    	
       

    	
      $

    	
      2,843.62
        

    	
       

    	
      44

    	
       

    	
      2

    	
       

    	
      42

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      $

    	
      -   

    
	
      NTEG77EC

    	
       

    	
         Transceiver
        Masthead Unit Kit

    	
       

    	
        1

    	
       

    	
      $

    	
      9,910.94
        

    	
       

    	
      40

    	
       

    	
      25

    	
       

    	
      3

    	
       

    	
      12

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    
	
      NTEG97PC

    	
       

    	
         Antenna
        to TMU 4m Cable

    	
       

    	
        1

    	
       

    	
      $

    	
      94.45
        

    	
       

    	
      18

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      18

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
       

    	
       

    
	
      NTEG76BA

    	
       

    	
         I.T.S.
        Fan Tray Assembly

    	
       

    	
        1

    	
       

    	
      $

    	
      489.85
        

    	
       

    	
      2

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      2

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
      $

    	
      979.70
        

    
	
      NTEG76CC

    	
       

    	
         Secondary
        DC Breaker Rack Filtered

    	
       

    	
        1

    	
       

    	
      $

    	
      2,001.71
        

    	
       

    	
      2

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      2

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
       

    	
       

    
	
      NTEG76FB

    	
       

    	
         I.T.S
        Basestation Diversity Sub Rack

    	
       

    	
        1

    	
       

    	
      $

    	
      2,999.91
        

    	
       

    	
      2

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      2

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
       

    	
       

    
	
      NTEG76GA

    	
       

    	
         I.T.S
        U.K. Maintenance Port Assembly

    	
       

    	
        1

    	
       

    	
      $

    	
      82.56
        

    	
       

    	
      2

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      2

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
      $

    	
      165.12
        

    
	
      NTEG94QA

    	
       

    	
         1.0M
        Internal ITS Cabinet

    	
       

    	
        1

    	
       

    	
      $

    	
      1,553.40
        

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
      $

    	
      -

    
	
      NTEG74BA

    	
       

    	
         Over
        Voltage Protection Module

    	
       

    	
        1

    	
       

    	
      $

    	
      546.29
        

    	
       

    	
      15

    	
       

    	
      10

    	
       

    	
       

    	
       

    	
      5

    	
       

    	
       

    	
       

    	
       

    	
      $

    	
      -   

    	
       

    	
       

    	
       

    
	
      NTEG63AA

    	
       

    	
         Transceiver
        Timer Module

    	
       

    	
        1

    	
       

    	
      $

    	
      1,528.64
        

    	
       

    	
      12

    	
       

    	
      2

    	
       

    	
       

    	
       

    	
      10

    	
       

    	
       

    	
       

    	
       

    	
      $

    	
      -   

    	
       

    	
       

    	
       

    
	
      NTEG73AA

    	
       

    	
         Network
        Management Module

    	
       

    	
        1

    	
       

    	
      $

    	
      2,452.98
        

    	
       

    	
      4

    	
       

    	
      2

    	
       

    	
       

    	
       

    	
      2

    	
       

    	
       

    	
       

    	
       

    	
      $

    	
      -   

    	
       

    	
       

    	
       

    
	
      NTEG99CJ

    	
       

    	
         TMU
        to Cabinet IF 1⁄2" Cable

    	
       

    	
      500m

    	
      $

    	
      3,149.90
        

    	
       

    	
      1

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      1

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
       

    	
       

    
	
      NTEG91BA

    	
       

    	
      
           1⁄2" IF
        Cable Connector Kit

    	
       

    	
        1

    	
       

    	
      $

    	
      78.86
        

    	
       

    	
      20

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      20

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
       

    	
       

    
	
      NTEG99CE

    	
       

    	
         TMU
        to Cabinet Power Cable 

    	
       

    	
      500m

    	
      $

    	
      3,010.50
        

    	
       

    	
      1

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      1

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
       

    	
       

    
	
      NTEG93AA

    	
       

    	
         Power
        Cable Connector Kit

    	
       

    	
        1

    	
       

    	
      $

    	
      112.79
        

    	
       

    	
      22

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      22

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
       

    	
       

    
	
      NTEG99CA

    	
       

    	
         TMU
        to Cabinet Data Cable 

    	
       

    	
      500m

    	
      $

    	
      746.40
        

    	
       

    	
      1

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      1

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
      $

    	
      746.40
        

    
	
      NTEG92AA

    	
       

    	
         Data
        Cable Connector Kit

    	
       

    	
        1

    	
       

    	
      $

    	
      97.20
        

    	
       

    	
      20

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      20

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
       

    	
       

    
	
      NTEG97ME

    	
       

    	
         120
        Degree Vertical Polarization Antenna

    	
       

    	
        1

    	
       

    	
      $

    	
      1,800.00
        

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
      $

    	
      -   

    
	
      NTEG97MF

    	
       

    	
         120
        Degree Horizontal Polarization Antenna

    	
       

    	
        1

    	
       

    	
      $

    	
      1,800.00
        

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
      $

    	
      -   

    
	
      NTEG97NE

    	
       

    	
         60
        Degree Vertical Polarization Antenna

    	
       

    	
        1

    	
       

    	
      $

    	
      1,800.00
        

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
      $

    	
      -   

    
	
      NTEG97NF

    	
       

    	
         60
        Degree Horizontal Polarization Antenna

    	
       

    	
        1

    	
       

    	
      $

    	
      1,800.00
        

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
      $

    	
      -   

    
	
      NTEG97NG

    	
       

    	
         40
        Degree Vertical Polarization Antenna (For orders of less than 120 units)

    	
       

    	
        1

    	
       

    	
      $

    	
      3,625.00
        

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
      $

    	
      -   

    
	
      NTEG97NH

    	
       

    	
         40
        Degree Horizontal Polarization Antenna (For orders of less than 120 units)

    	
       

    	
        1

    	
       

    	
      $

    	
      3,625.00
        

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
      $

    	
      -   

    
	
      NTEG97NG

    	
       

    	
         40
        Degree Vertical Polarization Antenna (For orders of more than 120 units)

    	
       

    	
        1

    	
       

    	
      $

    	
      1,626.00
        

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
      $

    	
      -   

    
	
      NTEG97NH

    	
       

    	
         40
        Degree Horizontal Polarization Antenna (For orders of more than 120 units)

    	
       

    	
        1

    	
       

    	
      $

    	
      1,626.00
        

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      $

    	
      -

    	
       

    	
      $

    	
      -   

    	
       

    	
      $

    	
      -   

    
	
      NTEG71HA

    	
       

    	
         Transceiver
        Processor Module - Packet Data

    	
       

    	
        1

    	
       

    	
      $

    	
      9,320.40
        

    	
       

    	
      20

    	
       

    	
       

    	
       

    	
      12

    	
       

    	
      8

    	
       

    	
      $

    	
      -

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    
	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
      Total
        USD

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    	
       

    


 

	Confidential	7/1/2004	Page 3