##### 



Exhibit 10.3.9
 AMENDMENT NO. 9 TO THE AMENDED AND RESTATED  SYSTEM EQUIPMENT PURCHASE AGREEMENT
 THIS AMENDMENT NO. 9 Cricket Communications, Inc. Lucent Technologies
Inc.
 RECITALS
 WHEREAS
 NOW, THEREFORE
 1.
  2.




---



##### 



3.
 3.1 Scope:
  3.2 Services included in Amendment No. 8 Prices:
  3.3 Services included in this Amendment No.9:
  §
    
    Core Integration Services:
  
    
    Attachment A1  1xEV-DO Radio Network Controller (RNC) Integration
SOW
    
    Attachment A2  1xEV-DO L2 Switch Integration SOW
    
    Attachment A3  1xEV-DO Aggregate Router Integration SOW
    
    Attachment A4  1xEV-DO Cell Low Level Design SOW
    
    Attachment A5  1xEV-DO Bulk Data Provisioning (BDP) SOW




---



##### 



§
    
    BTS Integration Services:
 :
 
    
    Attachment B  1xEV-DO Cell Integration Service SOW
  §
    
    Support Services for [* * *] Integration:
   
    
    BTS On-Site Integration Consultancy, if purchased by Owner, shall be provided at [*
* *] per week [* * *] per Market.
    
    BTS Remote Integration Consultancy, if purchased by Owner, shall be provided at [*
* *] per week for [* * *] per Market.
  
    
    Vendors BTS On-Site and BTS Remote Integration Consultancy shall be provided
pursuant to the following Statement of Work.
 §      Attachment C  1xEV-DO Base Station Consultant SOW




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##### 



§ Attachment D  BTS[* * *]Integration Remote
Technical Support SOW
 
    
    Provided Owner purchases both Services in a) above for any Market, the price for
that Market for Vendors BTS [* * *] Integration Remote Technical Support shall be [*
* *] for [* * *] months of Service.
    
    Should Owner not purchase the Services in a) above for any Market, the price for
that Market for Vendors BTS [* * *] Integration Remote Technical Support shall be [*
* *] for [* * *] months of Service.
   3.4 Integration Services Provided
  3.4.1 Purchases
  §       Core Integration Services for up to [* * *] MSCs in Owners Amendment No. 8
Existing Markets.




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##### 



§
    
    BTS Integration Services for up to [* * *] carriers for Owners [* * *]
Market ([* * *] of which may be for the [* * *] Market instead).
  3.4.2 Owners Option to Purchase:
  3.4.3 Limits on Integration Related Services[* * *]:
  3.5 Additional EvDO Integration Services:
 [* * *]
 3.6 Engineering and Installation Services:
  
    
    Attachment E1  Engineering and Installation MSC Core SOW
    
    Attachment E2  Engineering and Installation BTS SOW
 3.7 Supplemental EvDO Configuration Data
  3.8 EvDO Optional Software Features




---



##### 



3.8.1 EvDO Optional Feature  CY2006
 
 Feature Name
    
    Release
    
    FID[* * *]
    
    [* * *]
    
    [* * *]
 3.8.2 EvDO Optional Feature  CY2007 and Beyond
  3.8.3 EvDO Optional Features [* * *]
  Feature Name
    
    Release
    
    FID[* * *]
    
    [* * *]
    
    [* * *]
 3.9 F3 to F4 Growth in Multi-Blocks




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##### 



3.10 Scope and Clarification of Shipment and Invoicing  Section 5.3 of SEPA:
  5.4 Products Ordered During Periods When Lucent Extends Credit Terms.
  Products Ordered Requiring Vendor Installation:
  Products Ordered Not Requiring Vendor Installation:
  (c) Non-Recurring Services Invoicing:




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##### 



(d) Recurring Services Invoicing:
  Payment of Invoices:
  3.11 Attachments:




---



##### 



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




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##### 



(LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
 AMENDMENT 9 ATTACHMENT A1
 LUCENT TECHNOLOGIES
 STATEMENT OF WORK
 Crickets
 1xEV-DO
Radio Network Controller (RNC) Integration
 November 10, 2005
 
 LWS-R3.1
Cricket Amd 9 Att A1_EVDO RNC Int-111105(1-11-06)




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##### 



(LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
 Table of Contents1 INTRODUCTION
    
    
    3Description of Services
    
    
    42 1XEV-DO RNC INTEGRATION
    
    
    42.1 Elements of Work and Lucent Responsibilities
    
    
    42.1.1 Description
    
    
    42.1.2 Tasks
    
    
    42.1.3 Deliverables
    
    
    52.2 Customer Responsibilities
    
    
    52.3 Schedule / Timeline
    
    
    62.4 Exclusions
    
    
    62.5 Assumptions
    
    
    72.6 Service-Specific Acceptance
    
    
    73 GENERAL TERMS
    
    
    83.1 Conditions
    
    
    83.2 Change Management
    
    
    83.3 Acceptance/Warranty
    
    
    84 PRICING SECTION
    
    
    94.1 Pricing Notes
    
    
    94.2 Pricing
    
    
    9
 
 LWS-R3.1
Cricket Amd 9 Att A1_EVDO RNC Int-111105(1-11-06)




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##### 



(LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
 1 Introduction
 1xEVDO Radio Network Controller (RNC)
Integration Services
  
 LWS-R3.1
Cricket Amd 9 Att A1_EVDO RNC Int-111105(1-11-06)




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##### 



(LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
 Description of Services
 2 1xEV-DO RNC INTEGRATION
 2.1 Elements of Work and Lucent Responsibilities
   2.1.1 Description
  2.1.2 Tasks
  2.1.2.1 Element Integration
 q
    
    Configure the RNC LLD data (i.e. IP addressing and subnet assignments) into the RNC
elements (i.e. Application Processors  APs and Traffic Processors  TPs)q
    
    Download and install the 1xEV-DO RNC and base station software for the test cell only.q
    
    Configure the 1xEV-DO network elements (RNC) including one test cell via the Element
Management System (EMS)
 2.1.2.2 Integration Assurance
 q
    
    Verify 1xEV-DO elements OA&M is operational via EMS from the OMP-FX including alarms,
provisioning and status information
 
 LWS-R3.1
Cricket Amd 9 Att A1_EVDO RNC Int-111105(1-11-06)




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##### 



(LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
 q
    
    Audit the RNC for connectivity issuesq
    
    Verify a successful 1xEV-DO Simple Internet Protocol (SIP) or Mobile IP (MIP) data call
from the test base station.
 2.1.3 Deliverables
 q
    
    Provide a Method of Procedure (MOP)/exit criteria document describing the process for
the service as well as testing. Customer must sign off on the document once service is
considered complete.q
    
    Provide a 1xEV-DO Customer Network Design Document (CNDD) after the RNC LLD is
completed providing the following information:
 
    
    An executive summary, which briefly describes and summarizes the designed 1xEV-DO RNC
 
    
    A Network Diagram that depicts the 1X EV-DO RNC network
 
    
    Detailed design on the 1xEV-DO RNC on the following topics:
 Ø
    
    Complete IP addressing (subnet size, private versus public, gateway)Ø
    
    Port AssignmentsØ
    
    VLAN informationØ
    
    STP informationØ
    
    NTP and SNMP informationØ
    
    NMS informationØ
    
    General informationØ
    
    Customer network demarcation connection
 2.2 Customer Responsibilities
 q
    
    Provide a contact to complete the RNC LLD questionnaire with 100% of the data needed
and return to Lucent 3 weeks before the start of RNC integrationq
    
    Provide a contact to complete the RNC entrance criteria checklist and return to Lucent
2 weeks before the start of RNC integrationq
    
    Provide physical access with the appropriate login/password as well as security
permissions to the 1xEV-DO RNC as well as the OMP-FXq
    
    Provide office space and facilities (desk, telephone, modem access line and fax
machine) for Lucent useq
    
    Ownership of non-Lucent equipment provided in the solution such as routers, switches,
PDSNs, HAs, etc. This equipment must be provisioned to support 1xEV-DO functionality prior
to Lucent arriving to perform the RNC integration
 
 LWS-R3.1
Cricket Amd 9 Att A1_EVDO RNC Int-111105(1-11-06)




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##### 



(LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
 q
    
    Establishing connectivity to a test cell to be used for call processing testingq
    
    Providing 1xEV-DO access terminals to place test callsq
    
    Responsible for monitoring and maintaining the 1X-EVDO RNC network immediately
following the acceptance of the 1X-EVDO RNC
 2.3 Schedule / Timeline
 q
    
    Customer and Lucent will mutually agree in advance on project schedules or start date
before commencement of work.q
    
    Lucent personnel will begin work after acceptance of Customers purchase order and
Customers completion of any pre-conditions for which Customer is responsible under this
SOW.q
    
    Provision of the service is subject to a minimum lead-time of 4 weeks after purchase
order acceptance. After purchase order acceptance, Lucent will propose a specific schedule
for Customers concurrence. If the parties have not agreed upon another delivery timetable
within 2 weeks from acceptance of the purchase order, then the service will be delivered
according to the schedule proposed by Lucent.
 2.4 Exclusions
 q
    
    Once the customer has signed off the design, any changes to the design will be treated
as new requests for services and be governed by the change control section in this SOWq
    
    The design of the OA&M network (i.e. OMP-FX to NOC) is not part of the RNC LLD designq
    
    Although this service does not include network security assessment, the design includes
the security embedded in the RNC product. If a solution security assessment and design is
needed, separate security services must be purchasedq
    
    The design does not include any other elements included in the 1xEV-DO data network
(e.g., Aggregate Routers = ARs, switches, PDSNs, HAs, backhaul or transport network
elements, firewalls, AAA, DHCP, DNS, LNS). An additional design service may be purchased for
these elements from Lucentq
    
    This service does not perform the design for cell growth. The 1xEV-DO RNC Integration
with Cell Design service should be purchased to perform cell design with RNC integration. In
addition, the 1xEV-DO Bulk Data Provisioning (BDP) service needs to be purchased to
implement the cell design
 
 LWS-R3.1
Cricket Amd 9 Att A1_EVDO RNC Int-111105(1-11-06)




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##### 



(LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
 2.5 Assumptions
 q
    
    Training of customer staff is not included within this SOWq
    
    The RNC LLD will be performed once. Therefore, it is crucial the customer provides 100%
of the data in the design worksheet 3 weeks before the start of the RNC integration. If 100%
of the data is not received, then the customer either agrees to delay the integration until
all of the data is received or pays additional fees to add the late data. In addition,
revisions to the design worksheet after it has been received by Lucent will require
additional fees. Lucent will not add or revise the design data once the completed design
worksheet is received until additional POs are received.q
    
    The RNC LLD is performed based on the data in the design worksheet. Growth of cells
will be treated as a separate service.q
    
    Assume purchase of Low Level Design Service as provided under separate Scope of Work.
 2.6 Service-Specific Acceptance
  
 LWS-R3.1
Cricket Amd 9 Att A1_EVDO RNC Int-111105(1-11-06)




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##### 



(LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
 3 General terms
  3.1 Conditions
 q
    
    Lucent reserves the right to determine which personnel to
assign to perform Services. Lucent personnel shall at all
times be subject to the employment conditions of Lucent and
not those of Customer. If Lucent personnel are present on
Customers premises, those Lucent personnel shall respect
Customers on-site conditions.q
    
    Lucent may use proprietary tools and software for
providing this service. The stated price does not include the
sale, licensing or transfer of such tools to Customer.q
    
    All work will be performed during normal business hours 
8 AM to 5 PM, local time, Monday through Friday  unless
different working hours/schedule have been specified elsewhere
in the SOW.
 3.2 Change Management
   3.3 Acceptance/Warranty
  
 LWS-R3.1
Cricket Amd 9 Att A1_EVDO RNC Int-111105(1-11-06)




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##### 



(LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
   4 Pricing Section
 4.1 Pricing Notes
 qq
    
    All prices are in $US, unless stated otherwise.
 4.2 Pricing
  
 LWS-R3.1
Cricket Amd 9 Att A1_EVDO RNC Int-111105(1-11-06)




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##### 



Cricket  1XEV-DO
    
    STARS #: MWS-06000044A1
 AMENDMENT NO. 9 ATTACHMENT A2
 LUCENT TECHNOLOGIES
 STATEMENT OF WORK
 Crickets
 1xEV-DO L2 Switch Integration
 November 4, 2005
 
 Cricket Amd 9 Att A2_EVDO L2 Switch(11-04-05)(1-11-06)




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##### 



Cricket  1XEV-DO
    
    STARS #: MWS-06000044A1
 Table of Contents1
    
    INTRODUCTION
    
    
    3Description of Services
    
    42
    
    1XEV-DO L2 SWITCH INTEGRATION
    
    
    42.1
    
    
    
    
    
    Elements of Work and Lucent Responsibilities
    
    42.1.1
    
    
    Description
    
    
    42.1.2
    
    
    Tasks
    
    
    42.1.3
    
    
    Deliverables
    
    
    52.2
    
    
    
    
    
    Customer Responsibilities
    
    62.3
    
    
    
    
    
    Schedule / Timeline
    
    72.4
    
    
    
    
    
    Exclusions
    
    72.5
    
    
    
    
    
    Assumptions
    
    82.6
    
    
    
    
    
    Service-Specific Acceptance
    
    83
    
    GENERAL TERMS
    
    
    83.1
    
    
    
    
    
    Conditions
    
    83.2
    
    
    
    
    
    Change Management
    
    93.3
    
    
    
    
    
    Warranty
    
    94
    
    PRICING SECTION
    
    
    104.1
    
    
    
    
    
    Pricing Notes
    
    104.2
    
    
    
    
    
    Pricing
    
    10
 
 LWS-R3.1  Cricket Amd 9 Att A2_EVDO L2 Switch(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06000044A1
 1 Introduction
 1xEVDO Layer 2 (L2) Switch Integration
Services
  
 LWS-R3.1  Cricket Amd 9 Att A2_EVDO L2 Switch(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06000044A1
 Description of Services
 2 1xEV-DO L2 Switch Integration
 2.1 Elements of Work and Lucent Responsibilities
   2.1.1 Description
  2.1.2 Tasks
  2.1.2.1 Low Level Design (LLD)
  q
    
    Send a design questionnaire soliciting the appropriate data to complete the LLD.
 q
    
    Determine the Virtual Local Area Network (VLAN) assignments
 q
    
    Determine the physical I/O cards location on the L2 switches
 q
    
    Determine the slot/port connectivity for each 1xEV-DO network element connecting to the L2 switch
 q
    
    Determine the appropriate IP addresses needed to support 1xEV-DO
 
 LWS-R3.1  Cricket Amd 9 Att A2_EVDO L2 Switch(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06000044A1
 q
    
    Determine the trunk configuration between the L2 switches
 q
    
    Determine the Spanning Tree Protocols (STP) details, if needed
 q
    
    Determine the L2 switch basic system parameters such as host name, management IP address, login and telnet passwords
 q
    
    Determine the Network Time Protocol (NTP) and Simple Network Management Protocol (SNMP) configuration details
 q
    
    Determine the appropriate connectivity of the L2 switches with the Network Management System (NMS).
 2.1.2.2 Element Integration
 q
    
    Verify the L2 switches are functional from a hardware perspective
 q
    
    Load the most recent software into the L2 switches
 q
    
    Configure the routers based on the data supplied by the customer in the design worksheet
 2.1.2.3 Integration Assurance
 q
    
    Verify the connectivity between the L2 switches
 q
    
    Verify the connectivity between the L2 switches and Aggregation Routers (ARs)
 q
    
    Verify the connectivity between the L2 switches and 1xEV-DO Radio Network Controller (RNC)
 q
    
    Verify NTP and SNMP configuration (if applicable)
 q
    
    Work with the customer to test a basic level of Operations, Administration and Maintenance (OA&M) functionality.
 2.1.3 Deliverables
 
 LWS-R3.1  Cricket Amd 9 Att A2_EVDO L2 Switch(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06000044A1
 q
    
    Provide a Method of Procedure (MOP)/exit criteria document describing the process for
the service as well as testing. Customer must sign off on the document once service is
considered complete.
 q
    
    Provide a 1xEV-DO L2 Switch Customer Network Design Document (CNDD) after the LLD is
completed providing the following information:
 
    
    An executive summary, which briefly describes and summarizes the designed L2 switch network
    
    A Network Diagram that depicts the L2 switches
    
    Detailed design on the L2 switches on the following topics:
 Ø
    
    IP addressingØ
    
    Port AssignmentsØ
    
    VLAN informationØ
    
    Trunk informationØ
    
    STP informationØ
    
    NTP and SNMP informationØ
    
    NMS informationØ
    
    General informationØ
    
    Customer network demarcation connection
 2.2 Customer Responsibilities
 q
    
    Start date when the L2 switch service can be performed
 q
    
    Installation and turn up of the L2 switches
 q
    
    Physical access to the area in which the L2 switches will be located
 q
    
    System Administrator and Network Engineer (or equivalent resource authorized by
Customer) to work with Lucent on the testing of the network, OA&M network and L2 switch to
ER and MSC
 q
    
    Configuration of network between the ARs and L2 switches as well as L2 switches and
MSC, if not directly connected
 q
    
    Configuration of the OA&M network used to monitor and configure the L2 switches
 
 LWS-R3.1  Cricket Amd 9 Att A2_EVDO L2 Switch(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06000044A1
 q
    
    Customer resource to complete the design questionnaire and work with the assigned
Lucent design engineer and Customer Program Manager to return the questionnaire to Lucent,
minimally, 5 weeks prior to scheduled integration
 q
    
    System Administrator and Network Engineer (or equivalent resource authorized by
Customer) to review and sign off that the integration and testing steps in the Lucent
Technologies provided MOP and Exit Criteria are a satisfactory description of the service
that will be performed as stated in this SOW
 2.3 Schedule / Timeline
 q
    
    Customer and Lucent will mutually agree in advance on project schedules or start date
before commencement of work.
 q
    
    Lucent personnel will begin work after acceptance of Customers purchase order and
Customers completion of any pre-conditions for which Customer is responsible under this
SOW.
 q
    
    Provision of the service is subject to a minimum lead-time of 4 weeks after purchase
order acceptance. After purchase order acceptance, Lucent will propose a specific schedule
for Customers concurrence. If the parties have not agreed upon another delivery timetable
within 2 weeks from acceptance of the purchase order, then the service will be delivered
according to the schedule proposed by Lucent.
 2.4 Exclusions
 q
    
    The customer will have to resolve issues if the L2 switch is not functional. Lucent
will assist in the identification and isolation of an issue but does not own the resolution.
 q
    
    Once the design has been signed off by the customer, any changes to the design will
require additional services to modify the design
 q
    
    Lucent will only be responsible for the verification of connectivity to the ARs and
1xEV-DO RNC. Lucent is not be responsible for resolving error conditions on the network.
 q
    
    The service will configure the L2 switches to interface with the appropriate NMS ([***]
NMS). A separate service is available to integrate the NMS platform.
 q
    
    This service when purchased as a standalone service will only provide a SDD. When
Lucent is performing an end-to-end deployment, the SDD information will be contained in
 
 LWS-R3.1  Cricket Amd 9 Att A2_EVDO L2 Switch(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06000044A1
 a 1xEV-DO Customer Network Design Document (CNDD).
 2.5 Assumptions
 q
    
    Training of customer staff is not included within this SOW
 q
    
    The LLD will be performed once. Therefore, it is crucial the customer provides 100% of the data in the design
worksheet 5 weeks before the start of the L2 switch integration. If 100% of the data is not received, then the
customer either agrees to delay the integration until all of the data is received or pays additional fees to add
the late data. In addition, revisions to the design worksheet after it has been received by Lucent will require
additional fees. Lucent will not add or revise the design data in the routers once the completed design worksheet
is received until additional POs are received.
 q
    
    The LLD is performed based on the data in the design worksheet. Growth will be treated as a separate service.
 q
    
    Assumes the purchase of the Low Level Design service as provided under separate Scope of Work
 2.6 Service-Specific Acceptance
  3 General terms
  3.1 Conditions
 q
    
    Lucent reserves the right to determine which personnel to
assign to perform Services. Lucent personnel shall at all
times be subject to the employment conditions of Lucent and
 
 LWS-R3.1  Cricket Amd 9 Att A2_EVDO L2 Switch(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06000044A1
 not those of Customer. If Lucent personnel are present on Customers premises,
those Lucent personnel shall respect Customers on-site conditions.
 q
    
    Lucent may use proprietary tools and software
for providing this service. The stated price does
not include the sale, licensing or transfer of such
tools to Customer.
 q
    
    All work will be performed during normal
business hours  8 AM to 5 PM, local time, Monday
through Friday  unless different working
hours/schedule have been specified elsewhere in the
SOW.
 3.2 Change Management
   3.3 Warranty
   
 LWS-R3.1  Cricket Amd 9 Att A2_EVDO L2 Switch(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06000044A1
  4 Pricing Section
 4.1 Pricing Notes
 q
 q
    
    All prices are in $US, unless stated otherwise.
 4.2 Pricing
  
 LWS-R3.1  Cricket Amd 9 Att A2_EVDO L2 Switch(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06-000044A1
 AMENDMENT NO. 9 ATTACHMENT A3
 LUCENT TECHNOLOGIES
 STATEMENT OF WORK
 Crickets
 1xEV-DO Aggregate Router Integration
 November 4, 2005
 
 LWS-R3.1  Cricket Amd 9 Att A3_EVDO AR(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06-000044A1
 Table of Contents1
    
    INTRODUCTION
    
    
    3Description of Services
    
    42
    
    1XEV-DO AR INTEGRATION
    
    
    42.1
    
    
    
    
    
    Elements of Work and Lucent Responsibilities
    
    42.1.1
    
    
    Description
    
    
    42.1.2
    
    
    Tasks
    
    
    42.1.3
    
    
    Deliverables
    
    
    62.2
    
    
    
    
    
    Customer Responsibilities
    
    72.3
    
    
    
    
    
    Schedule / Timeline
    
    72.4
    
    
    
    
    
    Exclusions
    
    82.5
    
    
    
    
    
    Assumptions
    
    82.6
    
    
    
    
    
    Service-Specific Acceptance
    
    93
    
    GENERAL TERMS
    
    
    93.1
    
    
    
    
    
    Conditions
    
    93.2
    
    
    
    
    
    Change Management
    
    103.3
    
    
    
    
    
    Warranty
    
    104
    
    PRICING SECTION
    
    
    114.1
    
    
    
    
    
    Pricing Notes
    
    114.2
    
    
    
    
    
    Pricing
    
    11
 
 LWS-R3.1  Cricket Amd 9 Att A3_EVDO AR(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06-000044A1
 1 Introduction
 1xEVDO Aggregate Router (AR) Integration
Services
  
 LWS-R3.1
Cricket Amd 9 Att A3_EVDO AR(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06-000044A1
 Description
of Services
 2 1xEV-DO AR INTEGRATION
 2.1 Elements of Work and Lucent Responsibilities
   2.1.1 Description
  2.1.2 Tasks
  2.1.2.1 Low Level Design (LLD)
  q
    
    Send a design questionnaire soliciting the appropriate data to complete the LLD.
 q
    
    Determine the physical locations of interconnection between the ARs, ARs to cell network,
ARs to Layer 2 Switches (L2), and ARs the Operations, Administration and Maintenance (OA&M)
network
 q
    
    Determine the Quality of Service (QOS) parameters
 q
    
    Determine the Virtual Local Area Network (VLAN) assignments
 
 LWS-R3.1
Cricket Amd 9 Att A3_EVDO AR(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06-000044A1
 q
    
    Determine the configuration details of routers redundancy protocols such as Virtual Router
Redundancy Protocol (VRRP) or Hot Standy Router Protocol (HSRP), whichever applicable
 q
    
    Determine the appropriate routing protocol (if necessary) such as Border Gateway Protocol
(BGP), and Open Shortest Path First (OSPF) based on the customer implementation and network
requirements
 q
    
    Determine the cell sites to the routers mapping at the individual T1 level
 q
    
    If applicable, determine the appropriate cell sites to router mapping to support the
Multi-Router Automatic Protection Switching (MR-APS) or intra-chassis APS configuration for
OC-3 or OC-12 interface
 q
    
    Determine the necessary configuration information to support the redundant Aggregate
Routers architecture based on customer requirements
 q
    
    Determine the appropriate Simple Network Management Protocol (SNMP), and Network Time
Protocol (NTP) configuration
 q
    
    Determine the general system parameters such as hostname, login and telnet passwords
 2.1.2.2 Element Integration
 q
    
    Verify the routers are functional from a hardware perspective
 q
    
    Configure the routers based on the data supplied by the customer in the design worksheet
 2.1.2.3 Integration Assurance
 q
    
    Verify the connectivity between the AR and each 1xEV-DO Radio Network Controller (RNC)
Application Processor (AP) for both ARs
 q
    
    Verify the connectivity for all T1s between the AR and the DACS for both ARs
 q
    
    Verify connectivity between the ARs and ONE test base station (i.e. cell)
 
 LWS-R3.1
Cricket Amd 9 Att A3_EVDO AR(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06-000044A1
 q
    
    Verify connectivity between the AR and access routers for both ARs (if applicable)
 q
    
    Verify Open Shortest Path First (OSPF) configuration between the ARs (if applicable)
 q
    
    Verify connectivity on the redundant links between the ARs
 q
    
    Load and verify Border Gateway Protocol (BGP) between the AR and the access routers for
both ARs
 q
    
    Verify VRRP or HSRP configuration between the ERs.
 q
    
    Verify NTP and SNMP configuration (if applicable)
 q
    
    Verify the Multi-Router (MR-APS) configuration between the ARs and the DACS
 q
    
    Work with the customer to test a basic level of Operations, Administration and Maintenance
(OA&M) functionality.
 2.1.3 Deliverables
 q
    
    Provide a Method of Procedure (MOP)/exit criteria document describing the process for the
service as well as testing. Customer must sign off on the document once service is considered
complete.
 q
    
    Provide a section in the Customer Network Design Document (CNDD) after the LLD is
completed providing the following information:
 
    
    An executive summary, which briefly describes and summarizes the designed AR network
    
    A Network Diagram that depicts the ARs
    
    Detailed design on the ARs on the following topics:
 Ø
    
    IP addressingØ
    
    Port AssignmentsØ
    
    VLAN informationØ
    
    QOS parametersØ
    
    VRRP or HSRP informationØ
    
    BGP and/or OSPF informationØ
    
    Cell to router mappingØ
    
    NTP and SNMP information
 
 LWS-R3.1
Cricket Amd 9 Att A3_EVDO AR(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06-000044A1
 Ø
    
    Multi-Router APS informationØ
    
    NMS informationØ
    
    General system informationØ
    
    Customer network demarcation connection
 2.2 Customer Responsibilities
 q
    
    Start date when the AR service can be performed
 q
    
    Installation and turn up of the ARs
 q
    
    Physical access to the area in which the ARs will be located
 q
    
    System Administrator and Network Engineer (or equivalent resource authorized by Customer)
to work with Lucent on the testing of the T1 network, OA&M network and AR to cell and Layer 2
Switches
 q
    
    Configuration of T1 network including the DACS and other equipment interconnecting to the
ARs
 q
    
    Configuration of the switches or other equipment (if applicable) interconnecting to the ARs
 q
    
    Configuration of the OA&M network used to monitor and configure the ARs
 q
    
    Customer resource to complete the design questionnaire and work with the assigned Lucent
design engineer and Customer Program Manager to return the questionnaire to Lucent, minimally,
5 weeks prior to scheduled integration
 q
    
    System Administrator and Network Engineer (or equivalent resource authorized by Customer)
to review and sign off that the integration and testing steps in the Lucent Technologies
provided MOP and Exit Criteria are a satisfactory description of the service that will be
performed as stated in this SOW
 2.3 Schedule / Timeline
 q
    
    Customer and Lucent will mutually agree in advance on project schedules or start date
before commencement of work.
 q
    
    Lucent personnel will begin work after acceptance of Customers purchase order and
 
 LWS-R3.1
Cricket Amd 9 Att A3_EVDO AR(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06-000044A1
 Customers completion of any pre-conditions for which Customer is responsible under this SOW.
 q
    
    Provision of the service is subject to a minimum lead-time of 4 weeks after purchase
order acceptance. After purchase order acceptance, Lucent will propose a specific schedule
for Customers concurrence. If the parties have not agreed upon another delivery timetable
within 2 weeks from acceptance of the purchase order, then the service will be delivered
according to the schedule proposed by Lucent.
 2.4 Exclusions
 q
    
    The customer will have to resolve issues if the router is not functional. Lucent will
assist in the identification and isolation of an issue but does not own the resolution.
 q
    
    Lucent will only be responsible for the verification of connectivity to the T1
network. Lucent is not be responsible for resolving error conditions on the T1s or
integration of facilities. Lucent will only test the T1s, which are available at the time
of AR integration.
 q
    
    Once the design has been signed off by the customer, any changes to the design will
require additional services to modify the design
 q
    
    Lucent will only be responsible for the verification of connectivity to the T1
network. Lucent is not be responsible for resolving error conditions on the T1s or
integration of facilities. Lucent will only test the T1s, which are available at the time
of ER integration.
 q
    
    The service will configure the ERs to interface with the appropriate Network
Management System (NMS) ([***] NMS). A separate service is available to integrate the NMS
platform.
 q
    
    A 1xEV-DO Aggregate Routers Design Document (ARDD) will be provided if CNDD doesnt
exist in that market.
 q
    
    Assumes purchase of Low Level Design Service as provided in separate Scope of Work.
 2.5 Assumptions
 q
    
    Training of customer staff is not included within this SOW
 q
    
    The LLD will be performed once. Therefore, it is crucial the customer provides 100% of
 
 LWS-R3.1
Cricket Amd 9 Att A3_EVDO AR(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06-000044A1
 the data in the design worksheet 5 weeks before the start of the dual router
integration. If 100% of the data is not received, then the customer either
agrees to delay the dual router integration until all of the data is received
or pays additional fees to add the late data. In addition, revisions to the
design worksheet after it has been received by Lucent will require additional
fees. Lucent will not add or revise the design data in the routers once the
completed design worksheet is received until additional POs are received.
 q
    
    The LLD is performed based on the number of base
stations supplied in the design worksheet. Growth of
base stations to the routers will be treated as a
separate service.
 2.6 Service-Specific Acceptance
  3 General terms
  3.1 Conditions
 q
    
    Lucent reserves the right to determine which personnel to
assign to perform Services. Lucent personnel shall at all
times be subject to the employment conditions of Lucent and
not those of Customer. If Lucent personnel are present on
Customers premises, those Lucent personnel shall respect
Customers on-site conditions.
 q
    
    Lucent may use proprietary tools and software for
providing this service. The stated price does not include the
sale, licensing or transfer of such tools to Customer.
 q
    
    All work will be performed during normal business hours
  8 AM to 5 PM, local time, Monday through Friday  unless
different working hours/schedule have been specified elsewhere
in the SOW.
 
 LWS-R3.1
Cricket Amd 9 Att A3_EVDO AR(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    STARS #: MWS-06-000044A1
 3.2 Change Management
   3.3 Warranty
   
 LWS-R3.1
Cricket Amd 9 Att A3_EVDO AR(11-04-05)(1-11-06)
      Cricket  1XEV-DO
    
    
    
    STARS #: MWS-06-000044A1
 4
    
    Pricing Section4.1
    
    Pricing Notesqq
    
    All prices are in $US, unless stated otherwise.4.2
    
    Pricing
  
 LWS-R3.1 
Cricket Amd 9 Att A3_EVDO AR(11-04-05)(1-11-06)
      Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
 AMENDMENT NO. 9 ATTACHMENT A4
 LUCENT TECHNOLOGIES
 STATEMENT OF WORK
 Crickets
 1xEV-DO Cell Low Level Design
 November 10, 2005
 
 LWS-R3.1
Cricket Amd 9 Att A4_EVDO LLD-111105(1-11-06)
      Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
 Table of Contents
 1  INTRODUCTION
    
    
    3Description of Services
    
    
    42   1XEV-DO CELL LOW LEVEL DESIGN (LLD) SERVICE
    
    
    42.1Elements of Work and Lucent Responsibilities
    
    
    42.1.1  Description
    
    
    42.1.2  Tasks
    
    
    42.1.3  Deliverables
    
    
    52.2 Customer Responsibilities
    
    
    52.3 Schedule / Timeline
    
    
    52.4 Exclusions
    
    
    62.5 Assumptions
    
    
    62.6 Service-Specific Acceptance
    
    
    63  GENERAL TERMS
    
    
    73.1 Conditions
    
    
    73.2 Change Management
    
    
    73.3 Acceptance/Warranty
    
    
    74    PRICING SECTION
    
    
    84.1 Pricing Notes
    
    
    84.2 Pricing
    
    
    8
 
 LWS-R3.1
Cricket Amd 9 Att A4_EVDO LLD-111105(1-11-06)
      Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
 1 Introduction
 1xEVDO Cell Low Level Design (LLD)
  
 LWS-R3.1
Cricket Amd 9 Att A4_EVDO LLD-111105(1-11-06)
      Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
 Description of Services
 2
    
    1xEV-DO Cell Low Level Design (LLD) Service
 2.1
    
    Elements of Work and Lucent Responsibilities
   2.1.1
    
    Description
  2.1.2
    
    Tasks
   q
    
    Send a design questionnaire soliciting the appropriate data to complete the LLD
 q
    
    Determine the physical locations of interconnection between the RNC and the Layer 2
Switches or aggregate router (AR) for the cell backhaul network, the RNC and OMP-FX network
for OA&M functionality and the RNC to router for the transport network (i.e. Packet Data
Service Node  PDSN, Home Agent  HA)
 q
    
    Determine the IP addressing and subnet assignments for the RNC internal and external
networks
 q
    
    Determine the IP addressing and subnet assignments for each base station.
 q
    
    Determine the Virtual Local Area Network (VLAN) assignments
 
 LWS-R3.1
Cricket Amd 9 Att A4_EVDO LLD-111105(1-11-06)
      Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
 q
    
    Determine the base station to RNC Application Processor (AP) assignments
 2.1.3
    
    Deliverables
 q
    
    Provide a 1xEV-DO Customer Network Design Document (CNDD) after the LLD is completed
providing the following information:
 
    
    An executive summary, which briefly describes and summarizes the designed 1xEV-DO network
 
    
    Detailed design on the 1xEV-DO RAN on the following topics:
 Ø
    
    Complete IP addressing (subnet size, private versus public, gateway)Ø
    
    Port AssignmentsØ
    
    VLAN informationØ
    
    Base station to AP assignmentsØ
    
    STP informationØ
    
    NTP and SNMP informationØ
    
    NMS informationØ
    
    General informationØ
    
    Customer network demarcation connection
 2.2
    
    Customer Responsibilities
 q
    
    Provide three contacts (IP engineer, cell engineer and RF engineer) to complete the LLD
questionnaire with 100% of the data needed and return to Lucent 5 weeks (for an average
system of 200 cells or less) before the start of RNC integration
 q
    
    Provide physical access with the appropriate login/password as well as security
permissions to the 1xEV-DO RNC as well as the OMP-FX
 2.3
    
    Schedule / Timeline
 q
    
    Customer and Lucent will mutually agree in advance on project schedules or start date
before commencement of work.
 q
    
    Lucent personnel will begin work after acceptance of Customers purchase order and
Customers completion of any pre-conditions for which Customer is responsible under this SOW.
 q
    
    Provision of the service is subject to a minimum lead-time of 4 weeks after purchase
order acceptance. After purchase order acceptance, Lucent will propose a specific
 
 LWS-R3.1
Cricket Amd 9 Att A4_EVDO LLD-111105(1-11-06)
      Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
 schedule for Customers concurrence. If the parties have not agreed upon another delivery
timetable within 2 weeks from acceptance of the purchase order, then the service will be
delivered according to the schedule proposed by Lucent.
 2.4
    
    Exclusions
 q
    
    Once the customer has signed off the design, any changes to the design will be treated as new requests for
services and be governed by the change control section in this SOW. Therefore, any late cells (data not received),
additional cells (new cells) or changes to the LLD questionnaire after it has been returned to Lucent will be
treated as new requests for services.
 q
    
    The design of the OA&M network (i.e. OMP-FX to NOC) is not part of this low-level design
 q
    
    Although this service does not include network security assessment, the design includes the security embedded
in the RNC product. If a solution security assessment and design is needed, separate security services must be
purchased
 q
    
    The design does not include any other elements included in the 1xEV-DO data network (e.g., ARs, switches,
PDSNs, HAs, backhaul or transport network elements, firewalls, AAA, DHCP, DNS, LNS). An additional design service
may be purchased for these elements from Lucent
 q
    
    This service does not implement the design for cells. The 1xEV-DO Bulk Data Provisioning (BDP) service, if
purchased, will implement the cell design
 2.5
    
    Assumptions
 q
    
    Training of customer staff is not included within this SOW
 q
    
    The LLD will be performed once. Therefore, it is crucial the customer provides 100% of the data in the design
worksheet 5 weeks for an average market size before the start of the RNC integration. If 100% of the data is not
received, then the customer either agrees to delay the integration until all of the data is received or pays
additional fees to add the late data. In addition, revisions to the design worksheet after it has been received by
Lucent will require additional fees. Lucent will not add or revise the design once the completed design worksheet
is received until additional POs are received.
 q
    
    The LLD is performed based on the data in the design worksheet. Growth will be treated as a separate service
 2.6
    
    Service-Specific Acceptance
  
 LWS-R3.1
Cricket Amd 9 Att A4_EVDO LLD-111105(1-11-06)
      Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
  3
    
    General terms
  3.1
    
    Conditions
 q
    
    Lucent reserves the right to determine which personnel to
assign to perform Services. Lucent personnel shall at all
times be subject to the employment conditions of Lucent and
not those of Customer. If Lucent personnel are present on
Customers premises, those Lucent personnel shall respect
Customers on-site conditions.
 q
    
    Lucent may use proprietary tools and software for
providing this service. The stated price does not include the
sale, licensing or transfer of such tools to Customer.
 q
    
    All work will be performed during normal business hours 
8 AM to 5 PM, local time, Monday through Friday  unless
different working hours/schedule have been specified elsewhere
in the SOW.
 3.2
    
    Change Management
   3.3
    
    Acceptance/Warranty
  
 LWS-R3.1
Cricket Amd 9 Att A4_EVDO LLD-111105(1-11-06)
      Cricket  Albuquerque  1XEV-DO
    
    STARS #: MWS-06-000044-A1
   4
    
    Pricing Section
 4.1
    
    Pricing Notes
 q
 q
    
    All prices are in $US, unless stated otherwise.
 4.2
    
    Pricing
  
 LWS-R3.1
Cricket Amd 9 Att A4_EVDO LLD-111105(1-11-06)
      Cricket  1XEV-DO                 STARS #: MWS-06-000044A1
 AMENDMENT NO. 9 ATTACHMENT A5
 LUCENT TECHNOLOGIES
 STATEMENT OF WORK
 Crickets
 1xEV-DO Bulk Data Provisioning (BDP)
 November 4, 2005
 
 LWS-R3.1
Cricket Amd 9 Att A5_EVDO BDP(11-04-05)(1-11-065)
      Cricket  1XEV-DO                 STARS #: MWS-06-000044A1
 Table of Contents
 1 INTRODUCTION
    
    
    3Description of Services
    
    
    42 1XEV-DO BDP
    
    
    42.1 Elements of Work and Lucent Responsibilities
    
    
    42.1.1 Description
    
    
    42.1.2 Tasks
    
    
    42.1.3 Deliverables
    
    
    52.2 Customer Responsibilities
    
    
    52.3 Schedule / Timeline
    
    
    52.4 Exclusions
    
    
    52.5 Assumptions
    
    
    62.6 Service-Specific Acceptance
    
    
    63 GENERAL TERMS
    
    
    63.1 Conditions
    
    
    63.2 Change Management
    
    
    73.3 Warranty
    
    
    74 PRICING SECTION
    
    
    84.1 Pricing Notes
    
    
    84.2 Pricing
    
    
    8
 
 LWS-R3.1
Cricket Amd 9 Att A5_EVDO BDP(11-04-05)(1-11-065)
      Cricket  1XEV-DO                 STARS #: MWS-06-000044A1
 1 Introduction
 1xEVDO Bulk Data Provisioning (BDP) Services
  
 LWS-R3.1
Cricket Amd 9 Att A5_EVDO BDP(11-04-05)(1-11-065)
      Cricket  1XEV-DO                 STARS #: MWS-06-000044A1
 Description of Services
 2 1xEV-DO BDP
 2.1 Elements of Work and Lucent Responsibilities
   2.1.1 Description
  2.1.2 Tasks
  q
    
    Send a BDP questionnaire soliciting the appropriate data to complete the BDPq
    
    Hold periodic conference calls with the customer to discuss and obtain the correct data within the
questionnaire to complete the BDP scriptsq
    
    Build the BDP scripts for execution. Scripts may include one or more of the following data depending
upon the work involved:
 
    
    Cell configuration data for the equipage and operating parameters used by 1xEV-DO
modcells
    
    Lucent recommended and default RF translations parameters documented in the 1XEV-DO
RF Translations Application Notes or those specified by the customer
    
    Customer provided RF NL information
 q
    
    Execute the BDP scripts on the OMP-FX
 
 LWS-R3.1
Cricket Amd 9 Att A5_EVDO BDP(11-04-05)(1-11-065)
      Cricket  1XEV-DO                 STARS #: MWS-06-000044A1
 2.1.3 Deliverables
 q
    
    BDP questionnaire to obtain the necessary data to build the informationq
    
    An excel spreadsheet documenting all the RNC/cell/RF information. The spreadsheet is resident within
the 1xEV-DO Customer Network Design Document (CNDD)
 2.2 Customer Responsibilities
 q
    
    Providing three points of contacts (Switch Technicians, Cell Engineer and RF engineer) to complete
the BDP questionnaire with 100% of the data needed. The points of contact must be identified and data
provided to Lucent no latter than 3 weeks (for an average system of 200 cells or less) prior to the
scheduled start of the BDP service.q
    
    Notifying Lucent of a start date for which the BDP scripts will be needed (i.e. 1xEV-DO Radio Network
Controller (RNC) integration date, cell integration or RF neighbor update start date)q
    
    Providing Lucent with remote access with the appropriate login/password and security permissions to
the 1xEV-DO RNC and the OMP-FX.
 2.3 Schedule / Timeline
 q
    
    Customer and Lucent will mutually agree in advance on project schedules or start date before
commencement of work.q
    
    Lucent personnel will begin work after acceptance of Customers purchase order and Customers
completion of any pre-conditions for which Customer is responsible under this SOW.q
    
    Provision of the service is subject to a minimum lead-time of 4 weeks after purchase order
acceptance. After purchase order acceptance, Lucent will propose a specific schedule for Customers
concurrence. If the parties have not agreed upon another delivery timetable within 2 weeks from acceptance
of the purchase order, then the service will be delivered according to the schedule proposed by Lucent.
 2.4 Exclusions
 q
    
    Once the BDP questionnaire has been signed off by the customer, any changes to the BDP work will
require additional servicesq
    
    Validity and accuracy of neighbor list information is only guaranteed when Lucent Technologies
performs RF Optimization service under a separate Statement of Work
 
 LWS-R3.1
Cricket Amd 9 Att A5_EVDO BDP(11-04-05)(1-11-065)
      Cricket  1XEV-DO                 STARS #: MWS-06-000044A1
 2.5 Assumptions
 q
    
    Training of customer staff is not included within this SOWq
    
    The BDP will be performed once. Therefore, it is crucial the customer provides 100% of the data in
the BDP worksheet 3 weeks before the start of the BDP. If 100% of the data is not received, then the
customer either agrees to delay the BDP until all of the data is received or pays additional fees to add
the late data. In addition, revisions to the BDP worksheet after it has been received by Lucent will
require additional fees. Lucent will not add or revise the design data in the once the completed BDP
worksheet is received until additional POs are received.q
    
    The BDP is performed based on the data in the BDP worksheet. Any late cells (data not received),
additional cells (new cells) or changes to the BDP questionnaire after it has been returned to Lucent will
be treated as new requests for services and be governed by the change control section in this SOWq
    
    The BDP questionnaire includes RF neighbor list informationq
    
    A dump of the existing wireless system(s) may be used to obtain all or portions of the data needed to
build the BDP scripts.
 2.6
    
    Service-Specific Acceptance
  3 General terms
  3.1 Conditions
 q
    
    Lucent reserves the right to determine which
personnel to assign to perform Services. Lucent
personnel shall at all times be subject to the
employment conditions of Lucent and not those of
Customer. If Lucent personnel are present on
Customers premises, those Lucent personnel shall
respect Customers on-site conditions.
 
 LWS-R3.1
Cricket Amd 9 Att A5_EVDO BDP(11-04-05)(1-11-065)
      Cricket  1XEV-DO                 STARS #: MWS-06-000044A1
 q
    
    Lucent may use proprietary tools and software
for providing this service. The stated price does
not include the sale, licensing or transfer of such
tools to Customer.q
    
    All work will be performed during normal
business hours  8 AM to 5 PM, local time, Monday
through Friday  unless different working
hours/schedule have been specified elsewhere in the
SOW.
 3.2 Change Management
   3.3 Warranty
   
 LWS-R3.1
Cricket Amd 9 Att A5_EVDO BDP(11-04-05)(1-11-065)
      Cricket  1XEV-DO                 STARS #: MWS-06-000044A1
 4 Pricing Section
 4.1
    
    Pricing Notesoo
    
    All prices are in $US, unless stated otherwise.
 4.2 Pricing
  
 LWS-R3.1
Cricket Amd 9 Att A5_EVDO BDP(11-04-05)(1-11-065)
      Cricket  1XEV-DO                STARS #: MWS-06-000044A1
 AMENDMENT NO. 9 ATTACHMENT B
 LUCENT TECHNOLOGIES
 STATEMENT OF WORK
 1xEV-DO Cell Integration Service
 Crickets
 November 4, 2005
 
 V2-R3.2
 Cricket Amd 9 Att B_EVDO Cell Integration(11-04-05)(1-11-06)
      Cricket  1XEV-DO                STARS #: MWS-06-000044A1
 Table of Contents
 1 INTRODUCTION
    
    
    3Description of Services
    
    
    42 1XEV-DO CELL INTEGRATION SERVICE
    
    
    42.1 Elements of Work and Lucent Responsibilities
    
    
    42.1.1 Description
    
    
    42.1.2 Tasks
    
    
    42.1.3 Deliverables
    
    
    52.2 Customer Responsibilities
    
    
    52.3 Schedule / Timeline
    
    
    72.4 Exclusions
    
    
    72.5 Assumptions
    
    
    72.6 Service-Specific Acceptance
    
    
    73 GENERAL TERMS
    
    
    83.1 Conditions
    
    
    83.2 Change Management
    
    
    83.3 Warranty
    
    
    94 PRICING SECTION
    
    
    94.1 Pricing Notes
    
    
    94.2 Pricing
    
    
    9
 
 V2-R3.2
 Cricket Amd 9 Att B_EVDO Cell Integration(11-04-05)(1-11-06)
      Cricket  1XEV-DO                STARS #: MWS-06-000044A1
 1 Introduction
 1xEVDO Cell Integration Services
  
 V2-R3.2
 Cricket Amd 9 Att B_EVDO Cell Integration(11-04-05)(1-11-06)
      Cricket  1XEV-DO                STARS #: MWS-06-000044A1
 Description of Services
 2 1xEV-DO Cell Integration Service
 2.1 Elements of Work and Lucent Responsibilities
 2.1.1 Description
  2.1.2 Tasks
  2.1.2.1 Elemental Integration
 q Provision cell IP addressing scheme.q Once connectivity is established, download the appropriate 1xEV-DO cell generic.q Calibrate 1xEV-DO cell output power with assistance from field technicians for
all applicable configurations.
 2.1.2.2 Integration Verification
 q
    
    Perform cell alarm tests to verify that each configured alarm is being
reported properly to the Element Management System (EMS) for all applicable
configurations.q
    
    Perform call-processing tests on a per sector basis to verify the 1xEV-DO cell
site is capable of completing a Simple Internet Protocol (SIP) or Mobile IP (MIP) data
call.q
    
    Provide [***] cell integration technical support to resolve any alarm
conditions related to 1xEV-DO carrier integration.q
    
    Perform File Transfer Protocol (FTP) closed loop testing on [***] 1xEV-DO
cells determined by the Lucent Radio Frequency (RF)/Cell integration teams for market size
of greater than [***] cell sites when Lucent RF Optimization services are purchased.
 
 V2-R3.2
 Cricket Amd 9 Att B_EVDO Cell Integration(11-04-05)(1-11-06)
      Cricket  1XEV-DO                STARS #: MWS-06-000044A1
 2.1.3 Deliverables
  q A mutually agreed upon schedule for the integration activity.q A service completion verification form on the cell integration activity.
 2.2 Customer Responsibilities
  q
    
    Provide the start date when the 1xEV-DO cell integration can be performed.q
    
    Complete a cell integration design questionnaire and provide to Lucent 2 weeks
prior to the cell integration start date.q
    
    Add the 1xEV-DO cell configuration data into the 1xEV-DO Radio Network
Controller (RNC) database via EMS, if the 1xEV-DO Bulk Data Provisioning (BDP) service is
not purchased from Lucent.q
    
    Establish physical connectivity between the cell and the Radio Network
Controller (RNC), including provisioning of the Aggregation Routers (ARs).q
    
    Ensure following cell site preparation issues are resolved prior to cell
integration activities:
 Ø
    
    Update 3G1x Executive Cellular Processor (ECP) translations to meet 1xEV-DO
hardware requirements for all mixed-mode cell configurations prior to 1xEV-DO cell
integration.Ø
    
    Ensure antennas are connected to the 1xEV-DO carrier/cell.Ø
    
    Ensure all T1 facilities are provisioned and any issues with DACS cross
connect, cabling, and loop backs are resolved prior to cell integration.Ø
    
    Ensure AR(s) and Ethernet switch(es) are integrated and configured for cell
connectivity.
 q
    
    Perform loop back test from RNC to cell site Channel Switch Unit (CSU) to
ensure no cell connectivity issues exist prior to scheduling each cell site for
integration.q
    
    Provide dedicated data network engineer(s) to address cell connectivity issues
including AR(s), Ethernet Switch(s), Packet Data Service Nodes (PDSNs) and Home Agent (HA)
configurations during cell integration activity, unless Lucent has been contracted to
perform this service under a separate SOW.
 
 V2-R3.2
 Cricket Amd 9 Att B_EVDO Cell Integration(11-04-05)(1-11-06)
      Cricket  1XEV-DO                STARS #: MWS-06-000044A1
 q
    
    Provide field switch technician(s) to resolve any DACS/T1 issues during cell
integration activity.q
    
    Provide physical access to cell sites for Lucent field technicians to perform
required integration and troubleshooting activities.q
    
    Participate in pre-integration meetings with Lucent Program Management (PM)
and integration engineers to discuss integration activities, roles and responsibilities.q
    
    Provide an agreed upon cell integration schedule [***] business days prior to
the start of work.q
    
    Provide a maintenance window of [***] hours per cell for configurations that
require a maintenance window (i.e., 1xEV-DO on legacy modcells, growth modcells).q
    
    Provide stable and timely remote access to the 1xEV-DO network upon request.
This is required in order to complete cell integration in a timely and efficient manner.q
    
    Immediately following cell integration, assume responsibility for monitoring
and maintaining the cell site.q
    
    Provide Lucent field technicians supporting cell integrations with 1xEV-DO
access terminals to perform call through testing. A minimum of 3 access terminals or
more, depending on the quantity of cell integrations, is required.q
    
    To support FTP closed loop testing activities when performed:
 Ø
    
    Provide a minimum of one provisioned access terminal (AirCards) per Lucent
integration team.Ø
    
    Allow access to an FTP server internal to the network for Lucent to perform the
FTP closed loop testing.Ø
    
    Provide maps and drive routes to 1xEV-DO cell site locations selected.
 q
    
    During planning stages, provide remote access with the appropriate
login/password as well as security permissions with read/write capability to the 1xEV-DO
RNC as well as the OMP-FX. Provide access to the following:
 Ø
    
    EMS GUI WebØ
    
    Command Line Interface (CLI)Ø
    
    1xEV-DO RNC and AP root level accessØ
    
    OMP Shell access
 
 V2-R3.2
 Cricket Amd 9 Att B_EVDO Cell Integration(11-04-05)(1-11-06)
      Cricket  1XEV-DO                STARS #: MWS-06-000044A1
 2.3 Schedule / Timeline
  2.4 Exclusions
  q
    
    ECP translationsq
    
    Voice carrier re-configuration or frequency retune(s) if required prior to
1xEV-DO carrier integrationq
    
    Design of the cellq
    
    BDP of cell configuration data and neighbor listq
    
    Changes needed after integration (a new service must be purchased to implement
any changes)q
    
    Any cost associated with recommended repairs or changes to the wireless
network or equipmentq
    
    Voice functional tests and voice call processing testq
    
    Training of Customer staff
 2.5 Assumptions
 q
    
    This service will involve an on-site technician and a remote resource to
complete the integration.q
    
    The call processing testing and FTP closed loop testing do not guarantee any
peak or average data rates for the 1xEV-DO carrier under test. Performance of the 1xEV-DO
network is achieved through the 1xEV-DO RF Optimization service and 1xEV-DO Data Network
Analysis service (provided under separate SOWs).
 2.6 Service-Specific Acceptance
  
 V2-R3.2
 Cricket Amd 9 Att B_EVDO Cell Integration(11-04-05)(1-11-06)
      Cricket  1XEV-DO                STARS #: MWS-06-000044A1
  3 General terms
  3.1 Conditions
 q
    
    Lucent reserves the right to determine which personnel to assign to perform
Services. Lucent personnel shall at all times be subject to the employment conditions of
Lucent and not those of Customer. If Lucent personnel are present on Customers premises,
those Lucent personnel shall respect Customers on-site conditions.q
    
    Lucent may use proprietary tools and software for providing this service. The
stated price does not include the sale, licensing or transfer of such tools or software to
Customer.q
    
    All work will be performed during normal business hours  8 AM to 5 PM, local
time, Monday through Friday, excluding Lucent holidays  unless different working
hours/schedule have been specified elsewhere in the SOW.
 3.2 Change Management
   
 V2-R3.2
 Cricket Amd 9 Att B_EVDO Cell Integration(11-04-05)(1-11-06)
      Cricket  1XEV-DO                STARS #: MWS-06-000044A1
 3.3 Warranty
   4 Pricing Section
 4.1 Pricing Notes
 qq
    
    All prices are in $US, unless stated otherwise.
 4.2 Pricing
  
 V2-R3.2
 Cricket Amd 9 Att B_EVDO Cell Integration(11-04-05)(1-11-06)
      Cricket  Albuquerque  1xEV-DO BS Consultant
    
    STARS #: MWS-06-000044A1
 Amendment No. 9 Attachment C
 LUCENT TECHNOLOGIES
 STATEMENT OF WORK
 Crickets
 1xEV-DO Base Station Consultant
 December 8 th , 2005
 
 LWS-R3.1
Cricket Amd 9 Att C_1xEVDO_Base station
Consultant(1-11-06)
      Cricket  Albuquerque  1xEV-DO BS Consultant
    
    STARS #: MWS-06-000044A1
 Table of Contents1 INTRODUCTION
    
    
    3Description of Services
    
    
    42 1XEV-DO BASE STATION CONSULTANT
    
    
    42.1 Elements of Work and Lucent Responsibilities
    
    
    42.1.1 Description
    
    
    42.1.2 Tasks
    
    
    42.1.3 Deliverables
    
    
    42.2 Customer Responsibilities
    
    
    52.3 Schedule / Timeline
    
    
    52.4 Exclusions
    
    
    52.5 Assumptions
    
    
    52.6 Service-Specific Acceptance
    
    
    63 GENERAL TERMS
    
    
    63.1 Conditions
    
    
    63.2 Change Management
    
    
    63.3 Acceptance/Warranty
    
    
    74 PRICING SECTION
    
    
    74.1 Pricing Notes
    
    
    74.2 Pricing
    
    
    7
 
 LWS-R3.1
Cricket Amd 9 Att C_1xEVDO_Base station
Consultant(1-11-06)
      Cricket  Albuquerque  1xEV-DO BS Consultant
    
    STARS #: MWS-06-000044A1
 1
    
    INTRODUCTION
 1xEV-DO Base Station Consultant Services
  
 LWS-R3.1
Cricket Amd 9 Att C_1xEVDO_Base station
Consultant(1-11-06)
      Cricket  Albuquerque  1xEV-DO BS Consultant
    
    STARS #: MWS-06-000044A1
 Description of Services
 2
    
    1xEV-DO Base Station Consultant
 2.1
    
    Elements of Work and Lucent Responsibilities
   2.1.1
    
    Description
  2.1.2
    
    Tasks
   2.1.3
    
    Deliverablesq
    
    Weekly status reports outlining the activities for that week2.2
    
    Customer Responsibilitiesq
    
    Provide appropriate login/password as well as security permissions for the
following OMP/AP maintenance interfaces:
  
 LWS-R3.1
Cricket Amd 9 Att C_1xEVDO_Base station
Consultant(1-11-06)
      Cricket  Albuquerque  1xEV-DO BS Consultant
    
    STARS #: MWS-06-000044A1
     q
    
    Office space and facilities (desk, telephone, modem access line and fax machine) for Lucent Engineering use.2.3
    
    Schedule / Timelineq
    
    Customer and Lucent will mutually agree in advance on project schedules or start date before commencement of
work.q
    
    Lucent personnel will begin work after acceptance of Customers Purchase Order and Customers completion of
any pre-conditions for which Customer is responsible under this SOW.q
    
    Provision of the service is subject to a minimum lead-time of 4 weeks after purchase order acceptance. After
purchase order acceptance, Lucent will propose a specific schedule for Customers concurrence. If the parties have
not agreed upon another delivery timetable within 2 weeks from acceptance of the purchase order, then the service
will be delivered according to the schedule proposed by Lucent.2.4
    
    Exclusionsq
    
    This service does not include technical consultation for Data Networking issues like Router, Ethernet
Switches, PDSN and Home Agent, unless customer has contracted Lucent to provide this service under a separate scope
of work.q
    
    This service does not include technical consultation for 1XEV-DO RF Optimization, unless customer has
contracted Lucent to provide this service under a separate scope of work.q
    
    This service does not include technical consultation for Bulk Data Provisioning Tool.2.5
    
    Assumptionsq
    
    This service assumes 1xEV-DO RNC and OMP has already been integrated.
 
 LWS-R3.1
Cricket Amd 9 Att C_1xEVDO_Base station
Consultant(1-11-06)
      Cricket  Albuquerque  1xEV-DO BS Consultant
    
    STARS #: MWS-06-000044A1
 2.6
    
    Service-Specific Acceptance
  3
    
    General terms
  3.1
    
    Conditionsq
    
    Lucent reserves the right to determine which personnel to
assign to perform Services. Lucent personnel shall at all
times be subject to the employment conditions of Lucent and
not those of Customer. If Lucent personnel are present on
Customers premises, those Lucent personnel shall respect
Customers on-site conditions.q
    
    Lucent may use proprietary tools and software for
providing this service. The stated price does not include the
sale, licensing or transfer of such tools to Customer.q
    
    All work will be performed during normal business hours 
8 AM to 5 PM, local time, Monday through Friday  unless
different working hours/schedule have been specified elsewhere
in the SOW.3.2
    
    Change Management
   
 LWS-R3.1
Cricket Amd 9 Att C_1xEVDO_Base station
Consultant(1-11-06)
      Cricket  Albuquerque  1xEV-DO BS Consultant
    
    STARS #: MWS-06-000044A1
  3.3
    
    Warranty
   4
    
    Pricing Section4.1
    
    Pricing Notesqq
    
    All prices are in $US, unless stated otherwise.4.2
    
    Pricing
  
 LWS-R3.1
Cricket Amd 9 Att C_1xEVDO_Base station
Consultant(1-11-06)
 Attachment C
      Cricket  Albuquerque  1xEV-DO BS Consultant
    
    STARS #: MWS-06-000044A1
 
 LWS-R3.1
Cricket Amd 9 Att C_1xEVDO_Base station
Consultant(1-11-06)
      (LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  BTS Remote Technical Support
    
    STARS #: MWS-06-000044A1
 Amendment No. 9 Attachment D
 LUCENT TECHNOLOGIES INC.
 STATEMENT OF WORK
 Crickets
 BTS [***] Integration Remote Technical
Support for
 1xEV-DO Base station
 December 8 th , 2005
 
 LWS-R3.1 
Cricket Amd 9 Att D_EVDO BTS [***] Integration Technical Support 12-12-05(1-11-06)
      (LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  BTS Remote Technical Support
    
    STARS #: MWS-06-000044A1
 Table of Contents1    INTRODUCTION
    
    
    3Description of Services
    
    
    42    1XEV-DO BTS [***] INTEGRATION REMOTE TECHNICAL SUPPORT
    
    
    42.1     Elements of Work and Lucent Responsibilities
    
    
    42.1.1   Description
    
    
    42.1.2   Tasks
    
    
    42.1.3   Deliverables
    
    
    42.2    Customer Responsibilities
    
    
    42.3    Schedule / Timeline
    
    
    52.4     Exclusions
    
    
    52.5    Assumptions
    
    
    62.6     Service-Specific Acceptance
    
    
    63     GENERAL TERMS
    
    
    63.1     Conditions
    
    
    63.2     Change Management
    
    
    73.3     Warranty
    
    
    74     PRICING SECTION
    
    
    84.1     Pricing Notes
    
    
    84.2     Pricing
    
    
    8
 
 LWS-R3.1 
Cricket Amd 9 Att D_EVDO BTS [***] Integration Technical Support 12-12-05(1-11-06)
      (LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  BTS Remote Technical Support
    
    STARS #: MWS-06-000044A1
 1 Introduction
 BTS [***] Integration Remote Technical Support
Services
  
 LWS-R3.1 
Cricket Amd 9 Att D_EVDO BTS [***] Integration Technical Support 12-12-05(1-11-06)
      (LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  BTS Remote Technical Support
    
    STARS #: MWS-06-000044A1
 Description of Services
 2 1xEV-DO BTS [***] Integration Remote Technical Support
 2.1 Elements of Work and Lucent Responsibilities
   2.1.1 Description
  
 2.1.2 Tasks
   2.1.3 Deliverables
 q
    
    There are no deliverables for this Service.
 2.2 Customer Responsibilities
  
 LWS-R3.1 
Cricket Amd 9 Att D_EVDO BTS [***] Integration Technical
Support 12-12-05(1-11-06)
      (LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  BTS Remote Technical Support
    
    STARS #: MWS-06-000044A1
 q
    
    Provide appropriate login/password as well as security permissions for the following OMP/AP
maintenance interfaces upon request:
 
 q
    
    Provide a field switch technician(s) to resolve any DACS/ T1 issues during BTS [***] integration activity.q
    
    Provide data network engineers to work with Lucent engineers in resolving BTS connectivity issues.q
    
    Provide a primary point of contact and any additional contacts required for each location where BTS [***]
integration activities will take place.
 2.3 Schedule / Timeline
 q
    
    Lucent will propose a specific schedule for Customers concurrence. Customer and Lucent will mutually agree
in advance on project schedules or start date before commencement of work.q
    
    Lucent personnel will begin work after acceptance of Customers Purchase Order and Customers completion of
any pre-conditions for which Customer is responsible under this SOW.q
    
    Provision of the Service is subject to a minimum lead-time of 4 weeks after Purchase Order acceptance.
 2.4 Exclusions
 q
    
    This Service does not include on-site support by Lucent.q
    
    This service does not include technical support for [***].q
    
    This service does not include technical support for [***].
 
 LWS-R3.1 
Cricket Amd 9 Att D_EVDO BTS [***] Integration Technical
Support 12-12-05(1-11-06)
      (LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  BTS Remote Technical Support
    
    STARS #: MWS-06-000044A1
 2.5 Assumptions
 q
    
    This Service assumes Lucent has been contracted to perform the Core Integration Services and that the Core
Integration Services have been completed in all Markets for which Services under this SOW are provided.
 2.6 Service-Specific Acceptance
  3 General terms
  3.1 Conditions
 q
    
    Lucent reserves the right to determine which personnel to
assign to perform Services. Lucent personnel shall at all
times be subject to the employment conditions of Lucent and
not those of Customer. If Lucent personnel are present on
Customers premises, those Lucent personnel shall respect
Customers on-site conditions.q
    
    Lucent may use proprietary tools and software for
providing this service. The stated price does not include the
sale, licensing or transfer of such tools to Customer.q
    
    All work will be performed during normal business hours 
8 AM to 5 PM, local time, Monday through Friday  unless
different working hours/schedule have been specified elsewhere
in the SOW.
 
 LWS-R3.1 
Cricket Amd 9 Att D_EVDO BTS [***] Integration Technical
Support 12-12-05(1-11-06)
      (LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  BTS Remote Technical Support
    
    STARS #: MWS-06-000044A1
 3.2 Change Management
   3.3 Warranty
   
 LWS-R3.1 
Cricket Amd 9 Att D_EVDO BTS [***] Integration Technical
Support 12-12-05(1-11-06)
      (LUCENT TECHNOLOGIES LOGO)Cricket  Albuquerque  BTS Remote Technical Support
    
    STARS #: MWS-06-000044A1
 4 Pricing Section
 4.1 Pricing Notes
 qq
    
    All prices are in $US, unless stated otherwise.
 4.2 Pricing
 Ordering InstructionsService
    
    Price ($)
    
    
    
    40W40[***]
    
    [***]
    
    [***]
    
    [***]
  
 LWS-R3.1 
Cricket Amd 9 Att D_EVDO BTS [***] Integration Technical
Support 12-12-05(1-11-06)
      (LUCENT TECHNOLOGIES LOGO)Cricket Communications
    
    STARS # MWS-06-000045-A1
 AMENDMENT NO. 9  ATTACHMENT E1
 LUCENT TECHNOLOGIES
 STATEMENT OF WORK
 Cricket Communications
 MWS-06-000045-A1
 October 31, 2005
 Engineering & Installation
 of Wireless Mobile Switching Center  (MSC) Equipment
  
 V6-R3.1
      (LUCENT TECHNOLOGIES LOGO)Cricket Communications
    
    STARS # MWS-06-000045-A1
 Table of
Contents1    INTRODUCTION
    
    
    3Description of Services
    
    

42    ENGINEERING & INSTALLATION OF WIRELESS MOBILE SWITCHING CENTER (MSC) EQUIPMENT
    
    
    42.1     Equipment Configuration
    
    
    42.2     Lucent Responsibilities  Site Survey
    
    
    42.2.1   Description
    
    
    42.2.2   Site Survey Exclusion
    
    
    42.2.3   Site Survey Tasks
    
    
    42.2.4   Site Survey Deliverables
    
    
    52.3     Lucent Responsibilities  Engineering
    
    
    52.3.1   Description
    
    
    52.3.2   Engineering Tasks
    
    
    52.3.3   Engineering Deliverables
    
    
    62.4     Lucent Responsibilities  Installation
    
    
    72.4.1   Description
    
    
    72.4.2   Installation Tasks
    
    
    72.4.3   Installation Deliverables
    
    
    92.5     Customer Responsibilities
    
    
    102.5.1   Site Survey Phase:
    
    
    102.5.2   Engineering Phase:
    
    
    102.5.3   Installation Phase:
    
    
    112.6     Schedule / Timeline
    
    
    142.7     Exclusions
    
    
    142.8     Assumptions
    
    
    152.9     Service-Specific Acceptance
    
    
    153     GENERAL TERMS
    
    
    163.1     Conditions
    
    
    163.2     Change Management
    
    
    163.3    Warranty
    
    
    164     PRICING SECTION
    
    
    174.1     Pricing Notes
    
    
    174.2     Pricing
    
    
    17·
  
 V6-R3.1
      (LUCENT TECHNOLOGIES LOGO)Cricket Communications
    
    STARS # MWS-06-000045-A1
 1 Introduction
 Mobile Switching Center (MSC) Engineering
and Installation Services
   
 V6-R3.1
      (LUCENT TECHNOLOGIES LOGO)Cricket Communications
    
    STARS # MWS-06-000045-A1
 Description of Services
 2 Engineering & Installation of Wireless Mobile Switching Center (MSC)
Equipment
 2.1 Equipment Configuration
  Engineer and Install
 2.2 Lucent Responsibilities  Site Survey
 2.2.1 Description
  2.2.2 Site Survey Exclusion
  2.2.3 Site Survey Tasks
 q
    
    Review the quantity and location of equipment and peripherals specific to the
site installation configuration.q
    
    Identify equipment shortages, standards issues, floor space problems and
equipment compatibility issues.
 Ø
    
    Includes working identified issues with Customer, determining items needed for
compliance and parties responsible
 q
    
    Verify DC power cable demarcation points and location of ground window.
  
 V6-R3.1
      (LUCENT TECHNOLOGIES LOGO)Cricket Communications
    
    STARS # MWS-06-000045-A1
 q
    
    Verify location of AC distribution cabinet.q
    
    Determine cable routing and location of Master Control Center (MCC).q
    
    Determine location of wall mounted alarm boxes.q
    
    Capture information necessary to determine distance and routing of DC Power cables.q
    
    Review and determine distance and routing of Optical and signal cabling.q
    
    Determine distance and cable route for frame ground and ground bar locations.q
    
    Determine equipment placement / layout.q
    
    Identify location of spare-parts cabinet.q
    
    Identify name and telephone number of local contacts.
 2.2.4 Site Survey Deliverables
 q
    
    Complete data collection of site requirements to be used by Lucent Engineering
to meet the requirements/specifications of this SOWq
    
    List of identified responsibilities and requirements for site engineering
compliance (i.e., HVAC, floor space, electrical and power, fiber connectivity, assignments
etc.)
 2.3 Lucent Responsibilities  Engineering
 2.3.1 Description
  2.3.2 Engineering Tasks
  q
    
    Execute first-pass verification and integrity check of Customer
request/Purchase Order (e.g., does it meet general high-level compatibility requirements
such as software release, equipment availability, floor space, site/environmental
conditions, etc).q
    
    Identify recommended equipment framework and associated equipment racking.
  
 V6-R3.1
      (LUCENT TECHNOLOGIES LOGO)Cricket Communications
    
    STARS # MWS-06-000045-A1
 q
    
    Provide list of assignments and material to secure framework, per Customer or
zoning requirements.q
    
    Provide list of assignments and materials for the grounding of equipment and
associated framework.q
    
    Provide front Equipment drawings to show Equipment layout in bay, including
circuit pack arrangement, wiring list assignments and mounting records.q
    
    Create equipment translations (GRCV, FITTS).q
    
    Provide power cable running list and assignment to run and connect the power
cables to the assigned GPDFs fuse panel or circuit breaker position.q
    
    Provide AC power assignments and running lists to inverter.q
    
    Provide running lists and assignment to run and connect the fiber cables to
the assigned LGX bay, panel, and jack position.q
    
    Provide running list and assignments to run and connect the LAN interface
cables to the assigned Customer-provided router.q
    
    Provide running list and assignments to run and connect the DSX1 or DSX3
cables to the assigned DSX bay, panel, and jack position.q
    
    Provide running list and assignments to run and connect the alarm cables to
the assigned Vertical and Block of the MDF/SSLPDF, and alarm wall-mounted boxes.q
    
    Provide running list and assignments to run and connect the Timing cables to
the assigned Timing sources.q
    
    Provide running lists for x-dimension inter-cabinet cables, including fuse
alarm and communication bus multiples.q
    
    Update all Lucent site records and assignments.
 Note : Depending upon Equipment configurations, all cabling assignments, Equipment framework, and
connecting devices may not be required.
 2.3.3 Engineering Deliverables
 q
    
    Provide technical specifications consisting of the following:
 Ø
    
    Equipment installation instructions, notes and work itemsØ
    
    Bill of materialsØ
    
    Applicable associated cable running lists, wiring lists and assignments as
itemized above
  
 V6-R3.1
      (LUCENT TECHNOLOGIES LOGO)Cricket Communications
    
    STARS # MWS-06-000045-A1
 Ø
    
    List of standard drawing references and associated Equipmentmanuals
 q
    
    Provide drawings detailing the following:
 Ø
    
    Floor-planØ
    
    Equipment layoutØ
    
    Framework and cablingØ
    
    Equipment framework grounding
 q
    
    Provide Equipmenttranslations (GRCV, FITTS).
 Ø
    
    Note: Rate and Route translations are available if contracted by Customer but
are not part of this SOW.
 2.4 Lucent Responsibilities  Installation
 2.4.1 Description
  2.4.2 Installation Tasks
 2.4.2.1 Method of Procedure (MOP)
 q
    
    Lucent will prepare a detailed MOP document, which covers, but is not limited
to, the following:
 Ø
    
    Major work activities to be performed by LucentØ
    
    Customer job-start responsibilitiesØ
    
    Job start and end dates, and daily work schedulesØ
    
    Lucent and Customer contactsØ
    
    Delivery, storage and staging of EquipmentØ
    
    Detailed Customer and Lucent security, safety and service protection
responsibilities and proceduresØ
    
    Transition documentation, covering the handoff of all deliverables and
signifying the completion of the Service
 q
    
    Lucent will obtain appropriate Customer signatures on the MOP document before
installation begins.
  
 V6-R3.1
      (LUCENT TECHNOLOGIES LOGO)Cricket Communications
    
    STARS # MWS-06-000045-A1
 2.4.2.2 Material Receipt
 q
    
    Arrange for material delivery at Customer site location, and provide
reasonable inspection for shipping damage.q
    
    Unpack and inventory materials.
 2.4.2.3 Assembly and Cabling & Wiring
 q
    
    Support Equipment framework or shelving in the assigned location, per
equipment footprint.q
    
    Mount all in-scope equipment/furniture, per front equipment and plan drawings.q
    
    Ground Equipment and associated framework, per grounding drawing or Lucent
grounding standards.q
    
    Insert and seat all circuit packs into Equipment shelves.q
    
    Run and connect power cables to the assigned GPDFs fuse panel and fuse
position, per assignment drawing or specification.q
    
    Run and connect AC power for inverter.q
    
    Assemble fiber management system.q
    
    Run and connect fiber cables to the assigned LGX bay, panel, and jack
position, per assignment drawings or specification.q
    
    Run and connect LAN interface cable to the assigned Customer-provided router,
per specification.q
    
    Run and connect the DSX1 or DSX3 cables to the assigned DSX bay, panel, and
jack position, per assignment drawings or specification.q
    
    Run and connect the alarm cables to the assigned vertical and block of the
MDF/SSLPDF or alarm-receiving device.q
    
    Run and connect the timing cables to the assigned timing sources, per
assignment drawing or specification.q
    
    Run and connect the tip/ring cables from the line peripheral units to the distribution frame.q
    
    Clean and inspect field-connected fiber.
 Ø
    
    Apply wet solvent to connector endface to dissolve/remove impurities.
  
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    STARS # MWS-06-000045-A1
 Ø
    
    Perform dry clean wipe to remove remaining impurities.Ø
    
    Use scope to inspect fiber for contaminants, chips, cracks and scratches.
 q
    
    Stamp and/or affix aisle, shelf and unit designations.q
    
    Load provided provisioning software into the Equipment, per the engineering specification.
 Note : Depending upon Equipment configurations, all cabling assignments, Equipment framework, and
connecting devices may not be required.
 2.4.2.4 Standalone Equipment Testing
 q
    
    Load Customer translations tape into the switch database.q
    
    Power up Equipmentunder normal power conditions and verify proper power-up.q
    
    Perform basic, standalone tests on the individual Equipmentunit, per
manufacturers standard installation and test procedures.q
    
    Resolve all troubles encountered with Lucent-provided Equipment.q
    
    Notify Customer of any troubles with Customer-provided equipment.q
    
    All tests shall be All Tests Passed (ATP). (Testing specifically excludes
unequipped slots and spares, which can be performed by Lucent for an additional charge.)q
    
    Maintain test logs and trouble reports.
 2.4.2.5 Installation Job Completion
 q
    
    Remove from Customer site all tools and debris generated from the installation effort.q
    
    Mark and return office drawings to Engineering.q
    
    Provide Customer with all job documentation (e.g., job drawings,
specifications), test records, and inventoried Equipment spares and excess material (e.g.,
cables, fuses) (which will be left at the Customer site).q
    
    Verify proper completion of installation.q
    
    Issue Job Completion Notice to Customer.
 2.4.3 Installation Deliverables
   
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    STARS # MWS-06-000045-A1
 q
    
    MOPq
    
    Equipment installed, tested and ready for Customer handoverq
    
    Job specification and other job documentationq
    
    Installation test recordsq
    
    Inventoried Customer spares ordered with the Equipmentq
    
    Excess Customer-ordered/owned material (e.g., cables, fuses)q
    
    Job Completion Notice for Customer sign-off
 Note:
 2.5 Customer Responsibilities
 2.5.1 Site Survey Phase:
 q
    
    Provide:
 Ø
    
    Specific site locations and directionsØ
    
    Site documentation, including site drawings and recordsØ
    
    Access (e.g., permissions, keys, access codes) to secured or guarded building
and facilitiesØ
    
    Customer representative to be present at time of survey
 q
    
    Perform the additional tasks described in the Site Survey section of this SOW
if Customer elects not to have Lucent perform a Site Survey.
 2.5.2 Engineering Phase:
 q
    
    Provide:
 Ø
    
    Completed questionnairesØ
    
    Customer equipment requirements, as applicable for productØ
    
    Master records (if available)Ø
    
    Software records and forms
  
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 Ø
    
    Final approval of equipment footprint, floor plans layout(s)Ø
    
    All required demarcation assignments.Ø
    
    Network configuration.Note:These last two activities are required, regardless of whether Lucents
engineering Service is or is not purchased.
 q
    
    The following items are Customer responsibilities, unless contracted to Lucent
and identified on the purchase order:
 Ø
    
    Build and load software Rate and Route translations (ODD)
 2.5.3 Installation Phase:
  q
    
    Provide access (e.g., permissions, keys, access codes) to secured or guarded
building and facilities. Provide access and space for delivery trucks and installation
team (e.g., unloading space, building opening of adequate size, equipment, storage areas,
elevators, loading dock, switch, power rooms).q
    
    Complete all site preparation tasks, including those identified by Lucents
site survey. [Customer will be responsible for additional charges for any additional work
effort required, including site revisits, as a result of the site not being ready, and the
schedule will be adjusted for the resulting delay, in accordance with Note 1 below.]q
    
    Site preparation tasks will include but are not limited to:
 Ø
    
    Provide appropriate HVAC (heating, ventilation, air conditioning), AC power
(available within the installation area), lighting, structural analysis, and fire
protection/environmental hazard protections for installation site, as required by
law and in accordance with equipment manufacturers specifications.Ø
    
    Provide sufficient DC power, in accordance with equipment manufacturers
specifications, to power the new equipment, and assure that all required DC power
drops have been provided to the installation area, have been terminated to the
power supply, and have been identified.Ø
    
    Provide grounding system suitable for the equipment.Ø
    
    Provide environmental alarms.Ø
    
    Remove all hazardous materials (e.g., asbestos) and correct any hazardous
conditions that exist at the installation site.Ø
    
    Verify that equipment floor load-bearing capacity is adequate (a structural
analysis is recommended).Ø
    
    Provide alarm blocks and cable designations.Ø
    
    Provide aisle, shelf and unit designations.
  
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      Cricket Communications
    
    STARS # MWS-06-000045-A1
    

(LUCENT TECHNOLOGIES LOGO)
 q
    
    Provide T1 or microwave facilities to Cells that are installed, tested and
operational, prior to the start of Cell Integration (on a cell-by-cell basis).q
    
    Provide installation instructions/documentation and assignments for
Customer-provided equipment.q
    
    Obtain permits/licenses and variances, if required. If Lucent is required to
obtain permits for the job, Customer will be responsible for any charges and will
reimburse Lucent upon an invoicing of said charges. Customer agrees to authorize such
invoicing by executing a Change Order (as defined in the Change Control Process section of
this SOW) at Lucents request.q
    
    Inform Lucent of the presence of any sensitive equipment at the work site
(e.g., equipment sensitive to static electricity, heat or light).q
    
    Make available sufficient floor space required for Equipment staging, storage
and installation.q
    
    Sign off on Installation Method of Procedure (MOP) document.q
    
    The following items are Customer responsibilities, unless contracted to Lucent
and identified on the purchase order:
 Ø
    
    Provide all required bay frames, cabinets, and other support material.Ø
    
    Provide all required cable rack, fiber duct, lighting and common systems.Ø
    
    Provide all required connecting appliances (e.g., MDF terminal blocks, DSX jack
and panel, LGX panel, timing sources).Ø
    
    Input MSC translations, in both Digital Cellular Switch (DCS) and Executive
Cellular Switch (ECP), but not limited to, trunking, SS7, ISUP, CCS7, PSU links,
CSN, Acculink DSX, ATM and DACS. Prior to the start of testing of the first Base
Station (Cell), provide Cell translations, including, but not limited to, radio
settings and power levels.
  q
    
    Provide access (e.g., permissions, keys, access codes) to secured or guarded
building and facilities. Provide access and space for delivery trucks and installation
team (e.g., unloading space, building opening of adequate size, equipment, storage areas,
elevators, loading dock, switch, power rooms).q
    
    Complete all site preparation tasks, including those identified by Lucents
site survey. [Customer will be responsible for additional charges for any additional work
effort required, including site revisits, as a result of the site not being ready, and the
schedule will be adjusted for the resulting delay, in accordance with Note 1 below.]q
    
    Site preparation tasks will include but are not limited to:
   
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    STARS # MWS-06-000045-A1
    

(LUCENT TECHNOLOGIES LOGO)
 Ø
    
    Provide sufficient DC power, in accordance with equipment manufacturers
specifications, to power both MSCs simultaneously or the new equipment, being
added to the MSC. Assure that all required DC power drops are provided to the
installation area and have been terminated to the power supply.Ø
    
    Provide environmental alarms.Ø
    
    Verify that equipment floor load-bearing capacity is adequate (a structural
analysis is recommended).Ø
    
    Provide alarm blocks and cable designations.Ø
    
    Provide aisle, shelf and unit designations.
 q
    
    Verify that the operational T1 or microwave facilities between the Cells and
MSC have sufficient capacity.q
    
    Provide installation instructions/documentation and assignments for
Customer-provided equipment.q
    
    Obtain permits/licenses and variances, if required. If Lucent is required to
obtain permits for the job, Customer will be responsible for any charges and will
reimburse Lucent upon an invoicing of said charges. Customer agrees to authorize such
invoicing by executing a Change Order (as defined in the Change Control Process section of
this SOW) at Lucents request.q
    
    Inform Lucent of the presence of any sensitive equipment at the work site
(e.g., equipment sensitive to static electricity, heat or light).q
    
    Make available sufficient floor space required for equipment staging, storage
and installation.q
    
    Sign off on Installation Method of Procedure (MOP) document.q
    
    The following items are Customer responsibilities, unless contracted to Lucent
and identified on the purchase order:
 Ø
    
    Provide all required bay frames, cabinets, and other support material.Ø
    
    Provide all required cable rack, fiber duct, lighting and common systems.Ø
    
    Provide all required connecting appliances (e.g., MDF terminal blocks, DSX jack
and panel, LGX panel, timing sources).Ø
    
    Input MSC translations, in both Digital Cellular Switch (DCS) and Executive
Cellular Switch (ECP), but not limited to, trunking, SS7, ISUP, CCS7, PSU links,
CSN, Acculink DSX, ATM and DACS. Prior to the start of testing of the first Base
Station (Cell), provide Cell translations, including, but not limited to, radio
settings and power levels.
   
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    STARS # MWS-06-000045-A1
    

(LUCENT TECHNOLOGIES LOGO)
 Note 1
 2.6 Schedule / Timeline
  2.7 Exclusions
 q
    
    Engineering drawings apply to the Equipment listed in this SOW and do not
include creation or update of Customer office records.q
    
    Price includes testing in accordance with Lucents and/or third-party
manufacturers published specifications and/or standard installation and test procedures,
which is to confirm standalone functionality of the individual Equipment unit.
End-to-end, integration, interoperability, network or other types of testing are not
included in this SOW.q
    
    Site material requirements and its pricing are not included in this SOW. Such
requirements and pricing shall be established after completion of the site survey or
receipt of Customer-submitted site material data. The site materials and associated
engineering and installation effort shall be quoted to Customer; and, upon approval,
Customer shall submit a separate Purchase Order for such site materials and associated
services.q
    
    Modification to, or repair of, Customer-provided material is excluded from
this SOW. New or used material provided by Customer shall be in such condition that it
requires no repair and no adjustment or test effort in excess of that normal for new
equipment.q
    
    The following items are excluded from this SOW:
 Ø
    
    Site acquisitionsØ
    
    Site building construction and modificationsØ
    
    AC/DC power to the siteØ
    
    HVACØ
    
    Emergency power/generators, groundingØ
    
    Permits/licensesØ
    
    Spares
   
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    STARS # MWS-06-000045-A1
    

(LUCENT TECHNOLOGIES LOGO)
 Ø
    
    Product and Services trainingØ
    
    JumpersØ
    
    Effort to run, clean and connect fiber jumpers from the LGX to the Outside PlantØ
    
    Testing of sparesØ
    
    Removal and/or relocation of existing equipment
 2.8 Assumptions
 q
    
    Unless otherwise agreed upon, all prices are based on installation intervals
agreed by the parties in writing (including compressed schedules), or, if none, Lucents
standard installation intervals for the product in question.q
    
    Price includes allowance for normal travel and living for distances up to 65
miles between Lucent installation base location and Customer job site. Additional travel
and living expenses will be billed as incurred.q
    
    Unless otherwise noted, only normal delivery Services are included in this
price. Normal delivery is defined as:
 Ø
    
    Not more than 30 days in a local warehouse.Ø
    
    Trucking, via single-axle drive trucks, up to approximately 100 miles from the
warehouse to the Customer site that has a loading dock and, if required, a freight
elevator of sufficient capacity to accommodate the Equipment being delivered.Ø
    
    Building openings of adequate size to accept Equipment assemblies.
 q
    
    Unless otherwise specified, all far-end terminations, including but not
limited to DSX, LGX, power, alarms and grounding, must be on the same floor as the
Equipment being installed; and cable runs will be a maximum of 100 feet for Equipment and
50 feet for power.q
    
    Lucent shall provide protection for Customer equipment and buildings during
the performance of the Services, in accordance with Lucents standard practices.
 2.9 Service-Specific Acceptance
    
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(LUCENT TECHNOLOGIES LOGO)
 3 General terms
  3.1 Conditions
 q
    
    Lucent reserves the right to determine which personnel to assign to perform
Services. Lucent personnel shall at all times be subject to the employment conditions of
Lucent and not those of Customer. If Lucent personnel are present on Customer premises,
those Lucent personnel shall respect Customer on-site conditions.q
    
    Lucent may use proprietary tools and software for providing this Service. The
stated price does not include the sale, licensing or transfer of such tools to Customer.q
    
    All work will be performed during normal business hours  8 AM to 5 PM, local
time, Monday through Friday  unless different working hours/schedule have been specified
elsewhere in the SOW.
 3.2 Change Management
   3.3 Warranty
    
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(LUCENT TECHNOLOGIES LOGO)
   4 Pricing Section
 4.1 Pricing Notes
 qq
    
    All prices are in $US, unless stated otherwise.qq
    
    Lucents pricing, as listed herein, is subject to change if the services are
provided in support of a governmental contract or are otherwise subject to a Prevailing
Wage Law. The term Prevailing Wage Law means the federal Davis-Bacon Act (Title 40 U.S.
Code, chapter 3, Section 276(a)) or any similar federal, state or local law or regulation
requiring that workers under certain contracts be paid the prevailing local wage for the
classification of work in question. Customer further agrees that, if a Prevailing Wage
Law is applicable, an adjustment to the pricing shall be made in proportion to the
increased amounts Lucent is required to pay as a result of application of the Prevailing
Wage Law. Customer agrees to execute Change Orders at Lucents request to memorialize
such pricing adjustment.
 4.2 Pricing
    
 V6-R3.1
      Attachment E-1
      Customer
    
    STARS # MWS-06-000044-A1
    

(LUCENT TECHNOLOGIES LOGO)
 AMENDMENT NO. 9  ATTACHMENT E2
 LUCENT TECHNOLOGIES
 STATEMENT OF WORK
 Cricket Communications
 MWS-06-000044-A1
 December 14, 2005
 Installation of Wireless Base Station (Cell) Equipment
 that is Mounted on a Horizontal Surface (e.g., Floor, Concrete Pad, Rooftop)
  
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      Customer
    
    STARS # MWS-06-000044-A1
    

(LUCENT TECHNOLOGIES LOGO)
 Table of Contents
 1 INTRODUCTION
    
    
    3Description of Services
    
    
    42 INSTALLATION OF WIRELESS BASE STATION (CELL) EQUIPMENT THAT IS MOUNTED ON A
HORIZONTAL SURFACE (E.G., FLOOR, CONCRETE PAD, ROOFTOP)
    
    
    42.1 Equipment Configuration
    
    
    42.2
Lucent Responsibilities  Installation
    
    
    42.2.1 Description
    
    
    42.2.2 Installation
    
    
    42.2.3 Installation Deliverables
    
    
    62.3 Customer Responsibilities
    
    
    72.3.1 Installation Phase:
    
    
    72.4 Schedule / Timeline
    
    
    102.5 Exclusions
    
    
    102.6 Assumptions
    
    
    112.7
Service  Specific Acceptance
    
    
    113 GENERAL TERMS
    
    
    123.1 Conditions
    
    
    123.2 Change Management
    
    
    123.3 Warranty
    
    
    124 PRICING SECTION
    
    
    134.1 Pricing Notes
    
    
    134.2 Pricing
    
    
    13
  
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(LUCENT TECHNOLOGIES LOGO)
 1
    
    Introduction
 Cell Installation Services
    
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    STARS # MWS-06-000044-A1
    

(LUCENT TECHNOLOGIES LOGO)
 Description of Services
 2
    
    Installation of Wireless Base Station (Cell) Equipment that is Mounted on a
Horizontal Surface (e.g., Floor, Concrete Pad, Rooftop)
 2.1
    
    Equipment Configuration
  
    
    [***]
 2.2
    
    Lucent Responsibilities  Installation
 2.2.1
    
    Description
  2.2.2
    
    Installation
 2.2.2.1
    
    Method of Procedure (MOP)
 q
    
    Lucent will prepare a detailed MOP document, which covers, but is not limited
to, the following:
 Ø
    
    Major work activities to be performed by LucentØ
    
    Customer job-start responsibilitiesØ
    
    Job start and end dates, and daily work schedulesØ
    
    Lucent and Customer contactsØ
    
    Delivery, storage and staging of EquipmentØ
    
    Detailed Customer and Lucent security, safety and service protection
responsibilities and procedures
  
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 Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)
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(LUCENT TECHNOLOGIES LOGO)
 Ø
    
    Transition documentation, covering the handoff of all deliverables and
signifying the completion of the service
 q
    
    Lucent will obtain appropriate Customer signatures on the MOP document before
installation begins.
 2.2.2.2
    
    Material Receipt
 q
    
    Arrange for material delivery at Customer site location, and provide
reasonable inspection for shipping damage.q
    
    Unpack and inventory materials.
 2.2.2.3
    
    Assembly and Cabling & Wiring
 q
    
    Support Equipment framework or shelving in the assigned location, per
Equipment footprint.q
    
    Mount all in-scope Equipment, per front Equipment drawing.q
    
    Install conduit for protected T1 line (for outdoor applications that are above
ground and 30 feet or less in length).q
    
    Ground Equipment and associated framework, per grounding drawing or Lucent
grounding standards.q
    
    Insert and seat all circuit packs into Equipment shelves.q
    
    Stamp and/or affix aisle, shelf and unit designations.q
    
    Run and connect all cables and wires  including AC and DC power, RF jumper,
ground, and alarm.q
    
    Verify integrity and continuity of cabling and wiring added.q
    
    Connect T1 to installed Equipment.q
    
    Dress and otherwise protect cabling and wiring.q
    
    Load provided provisioning software into the Equipment, per the engineering specification.
 Note : Depending upon Equipment configurations, all cabling assignments, Equipment framework, and
connecting devices may not be required.
  
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 Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)
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(LUCENT TECHNOLOGIES LOGO)
 2.2.2.4
    
    Standalone Equipment Testing
 q
    
    Power up Equipmentunder normal power conditions and verify proper power-up.q
    
    Perform basic, standalone tests on the individual Equipmentunit, per
manufacturers standard installation and test procedures.q
    
    Resolve all troubles encountered with Lucent-provided Equipment.q
    
    Notify Customer of any troubles with Customer-provided equipment.q
    
    All tests shall be All Tests Passed (ATP). (Testing specifically excludes
unequipped slots and spares, which can be performed by Lucent for an additional charge.)q
    
    Maintain test logs and trouble reports.
 2.2.2.5
    
    Installation Job Completion
 q
    
    Remove from Customer site all tools and debris generated from the installation effort.q
    
    Mark and return office drawings to Engineering.q
    
    Provide Customer with all job documentation (e.g., job drawings,
specifications), test records, and inventoried Equipmentspares and excess material (e.g.,
cables, fuses) (which will be left at the Customer site).q
    
    Verify proper completion of installation.q
    
    Issue Job Completion Notice to Customer.
 2.2.3
    
    Installation Deliverables
  q
    
    MOPq
    
    Equipment installed, tested and ready for Integrationq
    
    Job specification and other job documentationq
    
    Installation test recordsq
    
    Inventoried Customer spares ordered with the Equipmentq
    
    Excess Customer-ordered/owned material (e.g., cables, fuses)
  ©
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 Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)
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(LUCENT TECHNOLOGIES LOGO)
 q
    
    Job Completion Notice for Customer sign-off
 Note:
 2.3
    
    Customer Responsibilities2.3.1
    
    Installation Phase:
  q
    
    Provide access (e.g., permissions, keys, access codes) to secured or guarded
building and facilities. Provide access and space for delivery trucks and installation
team (e.g., unloading space, building opening of adequate size, Equipment, storage areas,
elevators, loading dock, switch, power rooms).q
    
    Complete all site preparation tasks. [Customer will be responsible for
additional charges for any additional work effort required, including site revisits, as a
result of the site not being ready, and the schedule will be adjusted for the resulting
delay, in accordance with Note 1 below.]q
    
    Site preparation tasks will include but are not limited to:
 Ø
    
    Provide appropriate HVAC (heating, ventilation, air conditioning), AC power
(available within the installation area), a connected and grounded surge protector
at the hatch plate, GPS antenna and mounting brackets (for CDMA applications),
lighting, structural analysis, and fire protection/environmental hazard
protections for installation site, as required by law and in accordance with
equipment manufacturers specifications.Ø
    
    Provide sufficient DC power, in accordance with equipment manufacturers
specifications, to power the new equipment, and assure that all required DC power
drops have been provided to the installation area, have been terminated to the
power supply, and have been identified.Ø
    
    Provide grounding system suitable for the Equipment.Ø
    
    Provide environmental alarms.Ø
    
    Remove all hazardous materials (e.g., asbestos) and correct any hazardous
conditions that exist at the installation site.Ø
    
    Provide installed and grounded towers, as well as tower lighting, if required.Ø
    
    Provide installed, tested and grounded antennas, as well as antenna cables that
are run to the Telco demarcation point, connectorized, labeled, and swept for all
antenna faces.
  ©
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 Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)
      Customer
    
    STARS # MWS-06-000044-A1
    

(LUCENT TECHNOLOGIES LOGO)
 Ø
    
    Provide T1 or microwave facilities to Mobile Switch Center (MSC) that are
installed, terminated at the Telco demarcation point, tested, and are operational,
prior to the start of Cell Installation.Ø
    
    Provide alarm blocks and cable designations.Ø
    
    Provide aisle, shelf and unit designations.Ø
    
    Verify that equipment floor load-bearing capacity is adequate (a structural
analysis is recommended).
 q
    
    Provide installation instructions/documentation and assignments for
Customer-provided equipment.q
    
    Obtain permits/licenses and variances, if required. If Lucent is required to
obtain permits for the job, Customer will be responsible for any charges and will
reimburse Lucent upon an invoicing of said charges. Customer agrees to authorize such
invoicing by executing a Change Order (as defined in the Change Control Process section of
this SOW) at Lucents request.q
    
    Inform Lucent of the presence of any sensitive equipment at the work site
(e.g., equipment sensitive to static electricity, heat or light).q
    
    Make available sufficient floor space required for Equipment staging, storage
and installation.q
    
    Sign off on Installation Method of Procedure (MOP) document.q
    
    The following items are Customer responsibilities, unless contracted to Lucent
and identified on the purchase order:
 Ø
    
    Provide all required bay frames, cabinets, and other support material.Ø
    
    Provide all required cable rack, lighting and common systems.Ø
    
    Provide all required connecting appliances (e.g., MDF terminal blocks, DSX jack
and panel, timing sources).Ø
    
    Provide sufficient DC power, in accordance with equipment manufacturers
specifications, to power the new equipment.Ø
    
    Provide Cell translations, including but not limited to, radio settings and
power levels.
  q
    
    Provide access (e.g., permissions, keys, access codes) to secured or guarded
building and facilities. Provide access and space for delivery trucks and installation
team (e.g., unloading space, building opening of adequate size, equipment, storage areas,
elevators, loading dock, switch, power rooms).
  ©
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 Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)
      Customer
    
    STARS # MWS-06-000044-A1
    

(LUCENT TECHNOLOGIES LOGO)
 q
    
    Complete all site preparation tasks, including those identified by Lucents
site survey. [Customer will be responsible for additional charges for any additional work
effort required, including site revisits, as a result of the site not being ready, and the
schedule will be adjusted for the resulting delay, in accordance with Note 1 below.]q
    
    Site preparation tasks will include but are not limited to:
 Ø
    
    Complete all tasks for the migration of traffic from the existing switch
(including power-down).Ø
    
    Verify that the operational T1 or microwave facilities between the Cell and the
MSC have sufficient capacity.Ø
    
    Remove all hazardous materials (e.g., asbestos) and correct any hazardous
conditions that exist at the installation site.Ø
    
    Provide alarm blocks and cable designations.Ø
    
    Provide aisle, shelf and unit designations.Ø
    
    Verify that equipment floor load-bearing capacity is adequate (a structural
analysis is recommended).
 q
    
    Provide installation instructions/documentation and assignments for
Customer-provided equipment.q
    
    Obtain permits/licenses and variances, if required. If Lucent is required to
obtain permits for the job, Customer will be responsible for any charges and will
reimburse Lucent upon an invoicing of said charges. Customer agrees to authorize such
invoicing by executing a Change Order (as defined in the Change Control Process section of
this SOW) at Lucents request.q
    
    Inform Lucent of the presence of any sensitive equipment at the work site
(e.g., equipment sensitive to static electricity, heat or light).q
    
    Make available sufficient floor space required for Equipment staging, storage
and installation.q
    
    Sign off on Installation Method of Procedure (MOP) document.q
    
    The following items are Customer responsibilities, unless contracted to Lucent
and identified on the purchase order:
 Ø
    
    Provide all required bay frames, cabinets, and other support material.Ø
    
    Provide all required cable rack, lighting and common systems.Ø
    
    Provide all required connecting appliances (e.g., MDF terminal blocks, DSX jack
and panel, timing sources).
  ©
 V6-R3.1
 Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)
      Customer
    
    STARS # MWS-06-000044-A1
    

(LUCENT TECHNOLOGIES LOGO)
 Ø
    
    Provide sufficient DC power, in accordance with equipment manufacturers
specifications, to power both Cells simultaneously or the new Equipment being
added to the Cell.Ø
    
    Provide Cell translations, including but not limited to, radio settings and
power levels.
 Note 1
 2.4
    
    Schedule / Timeline
  2.5
    
    Exclusions
 q
    
    Engineering drawings apply to the Equipment listed in this SOW and do not
include creation or update of Customer office records.q
    
    Price includes testing in accordance with Lucents and/or third-party
manufacturers published specifications and/or standard installation and test procedures,
which is to confirm standalone functionality of the individual Equipment unit.
End-to-end, integration, interoperability, network or other types of testing are not
included in this SOW.q
    
    Site material requirements and its pricing are not included in this SOW. Such
requirements and pricing shall be established after completion of the site survey or
receipt of Customer-submitted site material data. The site materials and associated
engineering and installation effort shall be quoted to Customer; and, upon approval,
Customer shall submit a separate Purchase Order for such site materials and associated
services.q
    
    Modification to, or repair of, Customer-provided material is excluded from
this SOW. New or used material provided by Customer shall be in such condition that it
requires no repair and no adjustment or test effort in excess of that normal for new
Equipment.q
    
    The following items are excluded from this SOW:
 Ø
    
    Site acquisitionsØ
    
    Site building construction and modifications
  
 V6-R3.1
 Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)
      Customer
    
    STARS # MWS-06-000044-A1
    

(LUCENT TECHNOLOGIES LOGO)
 Ø
    
    AC/DC power to the siteØ
    
    HVACØ
    
    Emergency power/generators, groundingØ
    
    Permits/licensesØ
    
    SparesØ
    
    Product and services trainingØ
    
    JumpersØ
    
    Effort to run, clean and connect fiber jumpers from the LGX to the Outside PlantØ
    
    Testing of sparesØ
    
    Removal and/or relocation of existing equipmentØ
    
    Cell Integration
 2.6
    
    Assumptions
 q
    
    Unless otherwise agreed upon, all prices are based on installation intervals
agreed by the parties in writing (including compressed schedules), or, if none, Lucents
standard installation intervals for the product in question.q
    
    Price includes allowance for normal travel and living for distances [***]
between Lucent installation base location and Customer job site. Additional travel and
living expenses will be billed as incurred.q
    
    [***]q
    
    Unless otherwise specified, all far-end terminations, including but not
limited to DSX, LGX, power, alarms and grounding, must be on the same floor as the
Equipment being installed; and cable runs will be a maximum of 100 feet for Equipment and
50 feet for power.q
    
    Lucent shall provide protection for Customer equipment and buildings during
the performance of the Services, in accordance with Lucents standard practices.
 2.7
    
    Service-Specific Acceptance
   
 V6-R3.1
 Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)
      Customer
    
    STARS # MWS-06-000044-A1
    

(LUCENT TECHNOLOGIES LOGO)
 3
    
    General terms
  3.1
    
    Conditions
 q
    
    Lucent reserves the right to determine which personnel to assign to perform
Services. Lucent personnel shall at all times be subject to the employment conditions of
Lucent and not those of Customer. If Lucent personnel are present on Customer premises,
those Lucent personnel shall respect Customer on-site conditions.q
    
    Lucent may use proprietary tools and software for providing this service. The
stated price does not include the sale, licensing or transfer of such tools to Customer.q
    
    All work will be performed during normal business hours  8 AM to 5 PM, local
time, Monday through Friday  unless different working hours/schedule have been specified
elsewhere in the SOW.
 3.2
    
    Change Management
   3.3
    
    Warranty
   
 V6-R3.1
 Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)
      Customer
    
    STARS # MWS-06-000044-A1
    

(LUCENT TECHNOLOGIES LOGO)
   4
    
    Pricing Section
 4.1
    
    Pricing Notes
 q
    
    All prices are in $US, unless stated otherwise.qq
    
    Lucents pricing, as listed herein, is subject to change if the services are
provided in support of a governmental contract or are otherwise subject to a Prevailing
Wage Law. The term Prevailing Wage Law means the federal Davis-Bacon Act (Title 40 U.S.
Code, chapter 3, Section 276(a)) or any similar federal, state or local law or regulation
requiring that workers under certain contracts be paid the prevailing local wage for the
classification of work in question. Customer further agrees that, if a Prevailing Wage
Law is applicable, an adjustment to the pricing shall be made in proportion to the
increased amounts Lucent is required to pay as a result of application of the Prevailing
Wage Law. Customer agrees to execute Change Orders at Lucents request to memorialize
such pricing adjustment.
 4.2
    
    Pricing
   
 V6-R3.1
 Cricket Amd 9 Att E2___Cell Install (12-14-05)(1-11-06)
      Attachment E-2
      Cricket Integration for DO Deployments
 Per MarketAmendment 9- Lucent Core Integration Services Per Attachments A1 - A5
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total
    
    
    
    
    
    
    
    
    
    
    [***]
 Consultancies
    
    
    
    Total[***]
    
    [***]
    
    [***]
 [***]
    
    
    
    PricePer Marketa) if consultancy package purchased
    
    [***]
    
    [***]b) if consultancy package not purchased
    
    [***]
    
    [***]Amd 9 - Attachment D
 Amd 9 - BTS Integration - Attachment B
    
    Per BTS/Carrier
    
    [***]BTS, RNC, Juniper, RiverstoneEngineering & Installation  Amd 9 -
    
    Per Amd 8Amd 9 - Attachments E1 - E2
    
    (pricing)
    
    [***]
 The following are not part of Amendment 9, but are available for purchase
 Other Optional Services
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
      Overall Equipment List
 Item #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [***]
 
 Overall Equipment List
 Item #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [***]
      Overall Equipment List
 Item #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [***]
 
 Overall Equipment List
 Item #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [*** ]
      Overall Equipment List
 Item #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [*** ]
 
 Overall Equipment List
 Item #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [*** ]
      Overall Equipment List
 Item #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [*** ]
 
 Overall Equipment List
 Item #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [*** ]
      Overall Equipment List
 Item #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [*** ]
      Overall Equipment List
 Item #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [*** ]
      Item #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [*** ]
      Overall Equipment List
 Item #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [*** ]
      EV-DO RNC [***]
 Overall Equipment ListItem #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [***]
 EV-DO RNC [***]
 Overall Equipment ListItem #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [***]
 EV-DO RNC [***]
 Overall Equipment ListItem #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [***]
 EV-DO RNC [***]
 Overall Equipment ListItem #
    
    Description
    
    Order Code
    
    Quantity[***]
    
    [***]
    
    [***]
    
    [***]
 Notes:
      Cricket Amendment No. 9Attachment H
      EVDO Standard Features in R20 & R20.01
 Portfolio
    
    
    
    Product Configuration or Feature Description
    
    DeliverySegment
    
    FID
    
    (Feature Name)
    
    Type
    
    Dependencies (FIDs)[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 EVDO Optional Features in R20 & R20.01
 Portfolio
    
    
    
    Product Configuration or Feature Description
    
    DeliverySegment
    
    FID
    
    (Feature Name)
    
    Type
    
    Dependencies (FIDs)[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
      EVDO Standard Features in R21 & R21.01
 Portfolio
    
    
    
    Product Configuration or Feature DescriptionSegment
    
    FID
    
    (Feature Name)
    
    Delivery Type
    
    Dependencies (FIDs)[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 EVDO Optional Features in R21 & R21.01
 Portfolio
    
    
    
    Product Configuration or Feature DescriptionSegment
    
    FID
    
    (Feature Name)
    
    Delivery Type
    
    Dependencies (FIDs)
    
    List Price
    
    Pricing Unit[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
      EVDO Standard Features in R22
 Portfolio
    
    
    
    Product Configuration or Feature Description
    
    DeliverySegment
    
    FID
    
    (Feature Name)
    
    Type
    
    Dependencies (FIDs)[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 EVDO Optional Features in R22
 Portfolio
    
    
    
    Product Configuration or Feature DescriptionSegment
    
    FID
    
    (Feature Name)
    
    Delivery Type
    
    Dependencies (FIDs)
    
    List Price
    
    Pricing Unit[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
      EVDO Standard Features in R23
 Portfolio
    
    
    
    Product Configuration or Feature Description
    
    DeliverySegment
    
    FID
    
    (Feature Name)
    
    Type
    
    Dependencies (FIDs)[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 EVDO Optional Features in R23
 Portfolio
    
    
    
    Product Configuration or Feature Description
    
    DeliverySegment
    
    FID
    
    (Feature Name)
    
    Type
    
    Dependencies (FIDs)
    
    List Price
    
    Pricing Unit[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
      EVDO Standard Features in R24
 Portfolio
    
    
    
    Product Configuration or Feature Description
    
    DeliverySegment
    
    FID
    
    (Feature Name)
    
    Type
    
    Dependencies (FIDs)[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 EVDO Optional Features in R24
 Portfolio
    
    
    
    Product Configuration or Feature Description
    
    DeliverySegment
    
    FID
    
    (Feature Name)
    
    Type
    
    Dependencies (FIDs)
    
    List Price
    
    Pricing Unit[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
      EVDO Standard Features in R25
 Portfolio
    
    
    
    Product Configuration or Feature Description
    
    DeliverySegment
    
    FID
    
    (Feature Name)
    
    Type
    
    Dependencies (FIDs)[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 EVDO Optional Features in R25
 Portfolio
    
    
    
    Product Configuration or Feature Description
    
    DeliverySegment
    
    FID
    
    (Feature Name)
    
    Type
    
    Dependencies (FIDs)
    
    List Price
    
    Pricing Unit[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
      EVDO Standard Features in R26.0 & 26.01
 Portfolio
    
    
    
    Product Configuration or Feature DescriptionSegment
    
    FID
    
    (Feature Name)
    
    Delivery Type[***]
    
    [***]
    
    [***]
    
    [***]
 EVDO Optional Features in R26.0 & 26.01
 Portfolio
    
    
    
    Product Configuration or Feature DescriptionSegment
    
    FID
    
    (Feature Name)
    
    Delivery Type
    
    Pricing Unit[***]
    
    [***]
    
    [***]
    
    [***]
    
    
    [***]
 [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
      EVDO Standard Features in R27.0 &27.01
 Portfolio
    
    
    
    Product Configuration or Feature DescriptionSegment
    
    FID
    
    (Feature Name)
    
    Delivery Type
    
    Dependencies (FIDs)[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 EVDO Optional Features in R27.0 & 27.01
 Portfolio
    
    
    
    Product Configuration or Feature Description
    
    Delivery
    
    
    
    Planning
    
    PricingSegment
    
    FID
    
    (Feature Name)
    
    Type
    
    Dependencies (FIDs)
    
    Price
    
    Unit[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
      EVDO Standard Features in R28
 Portfolio
    
    
    
    Product Configuration or Feature DescriptionSegment
    
    FID
    
    (Feature Name)
    
    Delivery Type
    
    Dependencies (FIDs)[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 EVDO Optional Features in R28
 Portfolio
    
    
    
    Product Configuration or Feature Description
    
    Delivery
    
    
    
    Planning
    
    PricingSegment
    
    FID
    
    (Feature Name)
    
    Type
    
    Dependencies (FIDs)
    
    Price
    
    Unit[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
      EVDO Aggregation Router  [***]
 Hardware
    
    
    Description
    
    Order Code
    
    Quantity[***]
    
    
    [***]
    
    
    [***]
    
    [***]
    
    [***]
 [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
      EVDO Aggregation Router  [***]
 Hardware
    
    
    Description
    
    Order Code
    
    Quantity[***]
    
    
    [***]
    
    
    [***]
    
    [***]
    
    [***]
 [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
      Layer 2 Switch for EVDO  [***]
 Hardware
    
    
    Description
    
    Order Code
    
    Quantity[***]
    
    
    [***]
    
    
    [***]
    
    [***]
    
    [***]
 [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.