exv10w3






EXHIBIT 10.3



CERTAIN MATERIAL (INDICATED BY ASTERISKS) 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.




AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT




          This Amended and Restated System Equipment Purchase Agreement (“Agreement”) is made
and is effective as of May 24, 2007 (the “Effective Date”), by and between Cricket
Communications, Inc. a Delaware corporation (“Cricket”) and Futurewei Technologies, Inc.,
a Texas corporation (the “Vendor”).




RECITALS:




          A. WHEREAS, Cricket desires to purchase, and to permit its Affiliates to purchase, wireless
communications systems, equipment and services pursuant to this Agreement;




          B. WHEREAS, Vendor desires to provide such systems and equipment and related services to
Cricket and its Affiliates in accordance with the terms and conditions set forth herein;




          C. WHEREAS, in the near future, Cricket will arrange to have a wholly-owned direct or indirect
subsidiary (referred to as “ProCo” in this Agreement), purchase equipment and materials for
Cricket and its Affiliates, and the parties therefore wish to provide for such flexibility in this
Agreement; and




          D. WHEREAS, Cricket and Vendor are parties to the Previous Agreement pursuant to which
wireless PCS systems, equipment and software were purchased or licensed, and the parties now wish
to amend and restate the Previous Agreement for purposes of governing future Purchase Orders issued
to Vendor on and after the Effective Date, and including the flexibility described above.




          NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this
Agreement, Cricket and Vendor hereby agree as follows:




     SECTION 1. DEFINITIONS



          1.1 Definitions. In addition to the terms listed below, certain additional terms are
defined elsewhere in this Agreement and in the Exhibits, and all definitions are subject to the
provisions of Section 1.2 hereof. As used in this Agreement, the following terms have the
following meanings:




          “Affiliate” means, with respect to a Person, any other Person directly or
indirectly controlling, controlled by or under common control with such Person, where “control” or
“controlled” means (i) the possession, direct or indirect, of the power to




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direct or cause the direction of the management or policies of such Person, whether through the
ownership of voting securities or other ownership interest, by contract or otherwise, or (ii) more
than 50% of the equity interest in such Person.




          “Agreement” means this Amended and Restated System Equipment Purchase Agreement,
together with the Specifications and all Exhibits hereto, together with all amendments,
modifications and supplements.




          “Annual Maintenance Fees” means annual fees relating to Software maintenance that are
payable after the expiration of the Warranty Period with respect to Software.




          “Applicable Laws” means, as to any Person, the certificate of incorporation and
by-laws or other organizational or governing documents of such Person, all U.S. or foreign laws,
treaties, ordinances, judgments, decrees, injunctions, writs, orders and stipulations of any court,
arbitrator or governmental agency or authority and statutes, rules, regulations, orders and
interpretations thereof of any federal, state, provincial, county, municipal, regional,
environmental or other Governmental Entity, instrumentality, agency, authority, court or other body
(i) applicable to or binding upon such Person or any of its property or to which such Person or any
of its property is subject or (ii) having jurisdiction over all or any part of a System or the
Work.




          “Applicable Permits” means any waiver, exemption, zoning, building, variance,
franchise, permit, authorization, approval, license or similar order of or from any country,
federal, state, provincial, county, municipal, regional, environmental or other Governmental
Entity, instrumentality, agency, authority, court or other body having jurisdiction over all or any
part of a System or the Work.




          “Backwards Compatible” or “Backwards Compatibility” means (i) with respect to
each Software Release for any Product, the ability of all Software previously licensed to any
Company for such Product [***] to remain fully functional on such Equipment in accordance with and
up to the performance levels to which each was performing immediately prior to the integration with
such Software Release, and the ability of such Software Release to interoperate and be fully
compatible with all such functionality of all such previously provided Software and with all
existing in-service Vendor-provided Products acquired by such Company; (ii) with respect to all
Equipment Releases (to the extent of that portion of such Equipment Release that is an Equipment
Update or the use of which by any Company is not optional without losing the benefit of the
Equipment Release (for purposes of this Agreement, a “Required Equipment Release” means
collectively such Equipment Update portion and such non-optional portion of the Equipment Release),
the ability of the existing infrastructure to remain fully functional in accordance with and up to
the performance levels to which it was performing






 




			
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immediately prior to the integration with the Required Equipment Release, and the ability of the
Required Equipment Release to interoperate and be fully compatible with all such functionality of
such existing infrastructure and (iii) with respect to each Software Release (but only to that
portion of such Software Release that is considered a Software Update) and Required Equipment
Release, the ability of such Products to comply with the existing interfaces to other third party
equipment already deployed in the System and with respect to which Vendor is already in compliance
prior to the introduction of such Software Release (but only to that portion of such Software
Release that is considered a Software Update) and Required Equipment Release.




          “Base Station (“BTS”)” means the radio Products that handle wireless radio traffic in
a designated cell.




          “Base Station Controller (“BSC”)” means the controller Products that control the
radio/cellsite equipment.




          “beta testing” means pre-launch testing conducted by any Company in respect of which
no payment from customers is made to such Company for the services provided in connection
therewith.




          “Business Day” means any day of the year other than a Saturday, Sunday or a United
States Federal holiday.




          “Capacity and Performance Warranty” is defined in Section 14.6.




          “Certificate of Final Acceptance” is defined in Section 8.1(e).




          “Certificate of Substantial Completion” is defined in Section 8.1(c).




          “Change Orders” is defined in Section 9.1.




          “Claim” is defined in Section 13.2.




          “Claim Notice” is defined in Section 13.2.




          “Commercial Launch” means the date that the Products provided by Vendor are carrying
live, revenue generating commercial traffic, provided that on that date at least [***] of the
mutually agreed BTS plan in a Market are covered by Site Installation and Integration Substantial
Completion Certificates and that at least [***] of Company’s intended covered POPs in a Market have
commercially acceptable coverage.






 




			
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          “Company” means Cricket, ProCo or any of their respective Affiliates that are Conveyed
any Products pursuant to Section 3.7. “Companies” means all Companies.




          “Company Indemnified Parties” is defined in Section 13.2.




          “Competitor” means, in relation to Vendor, any manufacturer of telecommunications
equipment.




          “Cure Period” is defined in Section 14.6.




          “Defects and Deficiencies”, “Defects or Deficiencies” or “Defective”
or “Deficient” means any one or a combination of the following items or other items of a
substantially similar nature:





     (a) when used with respect to the performance of Services, that such Services are not
provided in a careful and workmanlike manner and in accordance with the Specifications,
using material which is free from defects;




     (b) when used with respect to structures, materials or Products, that such items (i)
are not new and of good quality and free from defects in materials and workmanship, or (ii)
do not conform to the Specifications, or (iii) with respect to Software, that such Software
does not provide the functions and features described in the Specifications; provided,
however, that with respect to materials and Products that are replaced or repaired in
accordance with any warranty or maintenance provisions of this Agreement, such items may be
like-new, refurbished, remanufactured or reconditioned; or




     (c) with respect to all other Work, that the same (i) are not free of defects in
workmanship and materials, or (ii) do not conform to the Specifications.



          “Discontinued Product Notice” is defined in Section 10.1.




          “Discontinued Products” is defined in Section 10.1.




          “Documentation” means the Operating Manuals, the Maintenance and Instruction Manuals,
the Training Manuals, the “as-built” Site parameters and all other documentation necessary for the
operation of the System, any Products or any material part thereof.




          “Dollars” or “U.S. $” or “$” means the lawful currency of the United
States of America.




          “EFT” is defined in Section 5.6.




          “Equipment” means all equipment, hardware and other items of tangible personal
property (including, without limitation, any Documentation furnished hereunder in




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respect thereof) which are furnished or required to be furnished by Vendor in accordance with the
terms and conditions of this Agreement, including repair and replacement parts.




          “Equipment Update” means a change or modification in any delivered Equipment which
fixes or otherwise corrects faults, design shortcomings or shortcomings in meeting the
Specifications, corrects bugs or defects, or which is recommended to enhance safety.




          “Equipment Upgrade” means a change or modification or improvement made to Equipment
that improves the performance, capacity and capability of such Equipment. An Equipment Upgrade may
include an Equipment Update.




          “Exhibits” means the exhibits attached to this Agreement, as the same may be modified
or amended from time to time.




          “Extension Period” is defined in Section 8.1(e).




          “Expansions” means any additional Products or Services not comprising part of an
Initial System, which may include growth to existing Systems and additional Products and Services.




          “FCC” means the Federal Communications Commission.




          “FCC License” means a license for the provision of wireless telecommunications
services or operation of wireless telecommunications systems issued by the FCC.




          “FCC Rules” is defined in Section 6.3.




          “FCC Warranty” is defined in Section 6.3.




          “Final Acceptance” means, with respect to any System or New Technology, the date
Cricket signs the Certificate of Final Acceptance.




          “Fit” means physical size or mounting arrangement (for example, electrical or
mechanical connections), or, with respect to Software, physical size and interfaces.




          “Force Majeure” is defined in Section 15.




          “Form” means physical shape.




          “Function” means Product features and performance, or with respect to other items, the
features and performance of such items.




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          “Governmental Entity” means the United States federal government or any state or other
political subdivision thereof and any other entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.




          “Guaranteed Substantial Completion Date” means, with respect to a System or Work, the
date by which Substantial Completion of such System or Work must be achieved by Vendor.




          “Hazardous Materials” means material designated as a “hazardous chemical substance or
mixture” by the Administrator, pursuant to Section 6 of the Toxic Substance Control Act, a
“hazardous material” as defined in the Hazardous Materials Transportation Act (49 U.S.C. 1801, et
seq.), or a “hazardous substance as defined in the Occupational Safety and Health Act Communication
Standard (29 CFR 1910.1200).




          “Impairment” means any loss or reduction of function, service or performance.




          “In Revenue Service” or “In Revenue” means, with respect to a System, the revenue
generating commercial operation of such System, exclusive of operation for purposes of determining
compliance with this Agreement or beta testing.




          “Initial Period” is defined in Section 8.1(e).




          “Initial System” means all Products and Services comprising an initial network in a
Market.




          “Integration” means the integration of Products with all other Products and third
party software and equipment in a System.




          “Installation” means the physical installation and power up of Products at the
required Site.




          “Installation and Integration” means the Installation of Products, the integration of
Products with all other Products and third party software and equipment in a System, and the
successful demonstration of Interoperability of such integrated System.




          “Intellectual Property Rights” is defined in Section 13.2.




          “Interoperability” means the ability of the Products to operate with other Products
and to operate with and within a System, all in accordance with the Specifications.




          “Liquidated Damages” is defined in Section 14.1.




          “Losses” means any claims, demands, suits, proceedings, causes of action, damages,
costs, expenses, liabilities, reasonable attorneys’ fees, and amounts paid in settlement.




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          “Maintenance and Instruction Manuals” means the manuals prepared by Vendor and
delivered to Cricket pursuant to Section 7.




          “Major Outage” means [***]




          “Market” means a mutually agreed geographic area for which the FCC has issued a
license to provide wireless services and in which Vendor provides a System.




          “Material Adverse Effect” is defined in Section 22.2(b).




          “Net Price” means the price after all discounts, credits, other incentives and
excluding any freight, taxes, shipping, handling, insurance and similar charges.




          “New Technology” means technology that has not yet been deployed by any Company, but
that is (i) available from Vendor or others in the telecommunications industry, or (ii)
standardized or close to standardization in the telecommunications industry. The systems,
equipment and applications included for New Technology are listed in Exhibit N.




          “OEM Equipment” means (i) any items of non-Vendor equipment made available for sale by
Vendor under this Agreement that are not integrated into the Equipment during the manufacturing
process; and (ii) non-Vendor software made available for license under this Agreement that is not
resident on Vendor Equipment; but in each case excluding equipment or software that is
private-labeled by Vendor.




          “Operating Manuals” means the operating and configuration manuals delivered to Cricket
pursuant to Section 7 containing detailed procedures and specifications for the operation of any
System, any Expansions or any part thereof including, but not limited to, BTS manuals and BSC
manuals.




          “Optional Software Features” means Software features for Products available to the
Companies on an optional, separate fee basis as set forth in Exhibit E.




          “PCS” means personal communications services authorized by the Federal Communications
Commission.




          “Person” means an individual, partnership, limited partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Entity or other entity of whatever nature.




          “PMSI” is defined in Section 3.6.




          “Previous Agreement” means the System Equipment Purchase Agreement, dated as of June
19, 2006 , between Cricket and Vendor.






 




			
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          “[***]Credit” is defined in Section 5.1(b).




          “Product Change Notice” means a notification issued by Vendor or an Affiliate of
Vendor that the Equipment described in such notification is the subject of a design, material,
production or engineering Defect or Deficiency.




          “Products” means the collective reference to the Equipment and the Software provided
by Vendor or any Subcontractor under this Agreement.




          “Proprietary Information” is defined in Section 24.18.




          “Punch List” means that list prepared in conjunction with any certificate which
contains one or more immaterial non-service-affecting items which have not been fully completed as
of the date of the accompanying certificate; provided that such incomplete portion of the
Work shall not, during its completion, materially impair the normal daily operation of a System in
accordance with the Specifications.




          “Purchase Order” means a purchase order given specifying the Products, Services or
other items of Work that Vendor is authorized to supply or commence in compliance with the terms of
this Agreement.




          “Purchaser” means the entity that submits a Purchase Order hereunder, which may be
Cricket or ProCo.




          “Related Entity” is defined in Section 2.7.




          “Release” means any release, version, upgrade, update, enhancement, bug fix or other
issuance.




          “RF” means radio frequency.




          “RTM License” is defined in Section 11.6.




          “RTU License” is defined in Section 11.1.




          “Services” means the collective reference to all of the services to be furnished by
Vendor as part of the Work including, but not limited to all design, engineering, network planning,
construction, interoperability, supply, delivery, Installation and Integration, testing, training,
repair, maintenance, de-installation and removal, technical and other support services, and any and
all other services to be furnished by Vendor as part of the Work in accordance with the terms of
this Agreement.




          “Site” means the physical location of a System Facility.






 




			
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          “Site Installation and Integration Substantial Completion Certificate” is defined in
Section 8.1(b).




          “Software” means (a) the software licensed pursuant to the terms of this Agreement,
(b) all Releases with respect to such software, and (c) all Documentation furnished hereunder in
respect of clauses (a) or (b) of this definition.




          “Software Update” means any updates to the Software relating to Vendor’s Warranty and
Software maintenance obligations hereunder or which correct bugs or defects in the Software, or
otherwise to correct shortcomings in the Software.




          “Source Code” means any version of Software incorporating high level or assembly
language that generally is not directly executable by a processor.




          “Spare Parts” means the spare and replacement hardware, parts and Equipment provided
by Vendor.




          “Spare Parts Kit” is defined in Exhibit B.




          “Specifications” means the collective reference to the product description
documentation and performance standards (including all of the Services and Products) as set forth
in this Agreement and the Exhibits including, without limitation, Exhibits L and Q;
provided that (i) the Specifications shall be deemed to include a requirement that all of
the Products and Services shall be reasonably in accordance with ANSI, ITU, and other applicable
industry standards as required for performance to the Specifications for all Products provided
hereunder, except when otherwise stated in a specific Exhibit or Specifications or otherwise agreed
by the parties, and (ii) with respect to Services and Products for which product descriptions and
performance standards are not provided and listed in a specific Exhibit, the term “Specifications”
shall refer to Vendor’s published specifications in respect thereof.




          “Subcontractor” means a contractor, vendor, supplier, licensor or other Person that is
not an Affiliate of Vendor, having a direct or indirect contract with Vendor or with any other
Subcontractor of Vendor who has been hired by or for Vendor to assist Vendor in the performance of
its obligations under this Agreement.




          “Substantial Completion” means the time at which Cricket signs the Certificate of
Substantial Completion.




          “Support Period” is defined in Section 10.1.




          “Switch” means the Vendor’s Mobile Switch Center Emulation (MSCe) and Media Gateway
(MGW) Equipment that handles functions including, but not limited to, call processing, inter-system
signaling, and bearer establishment, and which interfaces to the home location register (HLR),
BSCs, PSTN, products that provide enhanced features and functionalities, and other switches.




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          “System” means (i) all wireless PCS systems provided by Vendor pursuant to the
Previous Agreement, and (ii) each Initial System (and all Sites, Expansions, Services and other
Work related to or forming a part of such Initial System) provided by Vendor hereunder. A “System”
may also be referred to as a “Network” or “network.”




          “System Facility” means the structures, improvements, foundations, towers, and other
facilities necessary to house or hold any related Products and other equipment to be located at a
particular location; and may also be referred to as a “Network Facility” or “network facility.”




          “Taxes” is defined in Section 5.2.




          “Term” means the period commencing on the Effective Date and ending five (5) years
therefrom, unless terminated earlier in accordance with the terms and conditions hereof, or unless
extended by the mutual written consent of the parties hereto.




          “Training” is defined in Section 7.4.




          “United States” means the 50 states, the District of Columbia, the Commonwealth of
Puerto Rico, Guam, the Virgin Islands, American Samoa, and any other territory or possession of the
United States.




          “Vendor” has the meaning set forth in the heading to this Agreement, or any
abbreviation thereof.




          “Vendor Developments” is defined in Section 12.3.1.




          “Warranty” means any one or more of the Products and Services Warranty, Software
Backwards Compatibility Warranty, Equipment Backwards Compatibility Warranty, FCC Warranty and the
Capacity and Performance Warranty.




          “Warranty Period” means (a) with respect to all Products and Services comprising part
of or furnished with respect to an Initial System (but excluding Expansions), a period of eighteen
(18) months from and after the date of Substantial Completion of such Initial System, provided,
however that if prior to Final Acceptance of such Initial System a Major Outage occurs, such
eighteen (18) month period shall be extended by the number of days elapsed between Substantial
Completion of such Initial System and the date Cricket signs the Certificate of Final Acceptance
with respect to such Initial System; (b) with respect to all Expansions (including Software
Releases and Equipment Releases) for which Vendor provides Installation Services or Integration
Services, a period of eighteen (18) months from and after the successful Installation or
Integration of such Products, as applicable (c) with respect to all Expansions (including Software
Releases and Equipment Releases) for which Vendor does not provide Installation Services or
Integration Services, a period of eighteen (18) months from and after the date of shipment of such
Expansions to a Company’s Site, (d) with respect to all Services not included in the foregoing
clauses (a), (b) or (c), eighteen




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(18) months from and after the completion of such Services, (e) with respect to New Technology, a
period of eighteen (18) months from and after the date of Substantial Completion of such New
Technology, and (f) with respect to Spare Parts, a period of eighteen (18) months from and after
such Spare Parts are placed into service in a System. With respect to Spare Parts, Cricket shall,
to the extent that Vendor cannot obtain this information through its own monitoring and maintenance
procedures, notify Vendor on a quarterly basis of the serial number or other identifying
information of all Spare Parts placed into service during the prior quarter, together with the date
each such Spare Part was placed into service.




          “Withdraws” means Vendor or any successor entity to Vendor or Vendor’s Code Division
Multiple Access (“CDMA”) products makes a public announcement or confirmation that it is or
has discontinued sales or support activities in the United States with respect to CDMA products;
provided however, that the term “Withdraw” shall not include any merger or joint venture between
Vendor and a third party if such successor, third party or joint venture continues to engage in
sales and support activities in the United States with respect to Vendor’s CDMA products.




          “Work” means the furnishing of Products and the performance of Services hereunder, and
all other related activities and obligations required to be performed by Vendor pursuant to this
Agreement.




          1.2 Other Definitional Provisions. (a) When used in this Agreement, unless
otherwise specified therein, all terms defined in this Agreement shall have the defined meanings
set forth herein. Terms defined in the Exhibits are deemed to be terms defined herein;
provided that in the case of any terms that are defined both in this Agreement or
an Exhibit, the definitions contained in the main body of this Agreement shall supersede such other
definitions for all purposes of this Agreement; provided further, that definitions
contained in any Exhibit shall control as to such Exhibit.




          (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in
this Agreement refer to this Agreement as a whole (including Exhibits and schedules) and not to any
particular provision of this Agreement and section, subsection, schedule and exhibit references are
to this Agreement unless otherwise specified. Reference herein to “Section” shall mean any and all
subsections thereof. The word “including” shall also mean “including without limitation.” The
conjunction “or” shall be understood in its inclusive sense (and/or).




          (c) The meanings given to terms defined in this Agreement are applicable to both the singular
and plural forms of such terms. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms.




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     SECTION 2. SCOPE OF WORK, RESPONSIBILITIES



          2.1 Scope of Work. During the Term, Vendor shall perform all Work in accordance with
Purchase Orders issued to Vendor from time to time under this Agreement and in accordance with the
statement of work for such Work. Each statement of work will be substantially in accordance with
the sample attached as Exhibit A. Vendor shall be responsible for providing in accordance with the
terms of this Agreement any and all items and services which are expressly described in this
Agreement or in the Exhibits. Vendor shall furnish all labor, materials, tools, transportation and
supplies required to complete its obligations in accordance with this Agreement.




          2.2 Review of Agreement. Vendor and Cricket have examined in detail and carefully
studied and compared the Agreement with all other information furnished by the other party and has
promptly reported to the other any material errors, inconsistencies or omissions so discovered or
discovered by any of its Subcontractors.




          2.3 Eligibility under Applicable Laws and Applicable Permits. Vendor shall be
responsible for ensuring that Vendor and its Subcontractors are and remain eligible under all
Applicable Laws and Applicable Permits to perform the Work under this Agreement in the various
jurisdictions involved including, to the extent that Vendor will be responsible for construction
for any particular component of the Work, all such construction will be done in accordance with all
applicable Federal Communications Commission requirements. Each party shall be responsible for
obtaining and maintaining in full force and effect the Applicable Permits listed as its
responsibility in the applicable Exhibits.




          2.4 Further Assurances. Vendor shall execute and deliver all reasonable further
instruments and documents, and will, in good faith, consider all reasonable requests for further
action, including, but not limited to, assisting the Companies in filing notices of completion with
the appropriate state and local Governmental Entity that may be necessary or that Cricket or any
other Company may reasonably request in order to enable such Company or Vendor to complete
performance of the Work or to effectuate the purposes or intent of this Agreement. All such
requests shall be addressed pursuant to the Change Order procedures described below in Section 9.




          2.5 Liens and Other Encumbrances. (a) Vendor covenants and agrees to:





          (i) except as provided in Section 3.6, protect and keep free all Systems, Work,
Expansions or any and all interests and estates therein acquired by a Purchaser from
Vendor, and all improvements and materials now or hereafter placed thereon under the terms
of this Agreement, from any and all claims, liens, charges or encumbrances of the nature of
mechanics, labor or materialmen liens or otherwise arising out of or in connection with the
performance by Vendor of this Agreement or any performance by any Subcontractor, and to
promptly have any such lien released by bond or otherwise; and



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          (ii) give notice of this subsection to each Subcontractor before such Subcontractor
furnishes any labor or materials for any System.



          (b) If any laborers’, materialmen’s, mechanics’, or other similar lien or claim thereof is
filed by any Subcontractor, Vendor shall use it best commercial efforts to cause such lien to be
satisfied or otherwise discharged, or shall file a bond in form and substance satisfactory to
Cricket in lieu thereof within ten (10) Business Days of Vendor’s receipt of notice of such filing.
If any such lien is filed or otherwise imposed, and Vendor does not cause such lien to be released
and discharged forthwith, or file a bond in lieu thereof, then, without limiting any Company’s
available remedies, any Purchaser has the right, but not the obligation, to pay all sums necessary
to obtain such release and discharge or otherwise cause the lien to be removed or bonded to such
Purchaser’s satisfaction, and to retain such funds from any payment then due or thereafter to
become due to Vendor.




          (c) Cricket and each other Company reserves the right to post or place within any System
notices of non-responsibility or to do any other act required by Applicable Law, to exempt such
Company from any liability to third parties by reason of any work or improvements to be performed
or furnished hereunder; provided that failure by any such Company to do so shall
not release or discharge Vendor from any of its obligations hereunder.




          2.6 Duty To Inform Itself Fully; Waiver of Defense. Each party shall be deemed to
have notice of and to have fully examined and approved the Specifications, the Exhibits and all
other documents referred to herein, and all drawings, specifications, schedules, terms and
conditions of this Agreement, regulations and other information in relation to this Agreement or
any amendments, modifications or supplements thereto at all times on or after the Effective Date
and to have fully examined, understood and satisfied itself as to all information of which it is
aware and which is relevant as to the risks, contingencies and other circumstances which could
affect this Agreement and in particular the Installation of any System or any part thereof.




          2.7 Joint Ventures and Designated Entities. Any Company may from time to time invest
in or provide management services to joint ventures and other third parties that hold licenses from
the FCC or that are engaged in the build-out or operation of wireless systems (such third parties,
including other entities that qualify as a “Designated Entity,” “Entrepreneur,” Small Business” or
“Very Small Business” under FCC Rules, being “Related Entities”). Vendor agrees, at
Cricket’s request, to promptly enter into one or more agreements with each Related Entity for the
provision of equipment, software and services to such Related Entity on substantially the same
terms and conditions as set forth in this Agreement. However, Vendor reserves the right to make a
reasonable business evaluation of such Related Entities credit standing and to insure that the
Related Entity is not a manufacturer of telecommunications equipment, competing against Vendor in
the same markets, prior to entering into such agreements, provided, however, that in the event a
Related Entity does not meet the credit standing requirements established by Vendor, then




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each such Related Entity will be entitled to deposit with Vendor a sum equal to [***], and Vendor
will then promptly enter into an agreement with such Related Entity on substantially the same terms
and conditions as set forth in this Agreement.




     SECTION 3. PURCHASE ORDERS AND SCHEDULES



          3.1 Purchase Orders. All Purchase Orders under this Agreement shall be submitted by
a Purchaser. Each Purchaser may deliver Purchase Orders to Vendor at any time and from time to
time during the Term. Such Purchase Orders shall be sent to Vendor either by certified mail,
electronic transmission or another mutually acceptable manner to the following address:




          Futurewei Technologies Inc.,




          1700 Alma Drive, Suite 100




          Plano Texas, 75075



All Purchase Orders shall be governed by the terms and conditions of this Agreement, unless
otherwise agreed by the parties in writing. Each Purchase Order shall reference this Agreement and
specify, in reasonable detail, the Products, Services or other items of Work to be provided by
Vendor. All Purchase Orders shall be deemed to incorporate and be subject to the terms and
conditions of this Agreement unless otherwise agreed in writing. All Purchase Orders, including
electronic orders, shall contain the information necessary for Vendor to fulfill the order. Vendor
shall comply with all purchasing requirements set forth in Exhibit P. No provision or data on any
Purchase Order or any Vendor order acknowledgment, or contained in any documents attached to or
referenced the Purchase Order or order acknowledgment or any subordinate document (such as shipping
releases), which is inconsistent with the terms of this Agreement shall be binding, except data
necessary for Vendor to fill the order.




          3.2 Delivery under the Agreement. Vendor shall complete the Work specified in each
Purchase Order in accordance with the terms and conditions of this Agreement.




          3.3 Order Acceptance. All Purchase Orders shall be subject to Vendor’s acceptance,
provided that (a) Vendor may not reject any Purchase Orders placed in accordance with the terms of
this Agreement and the agreed upon lead times for Products as described in Exhibits I and U, and
(b) any Purchase Order issued by a Purchaser and not properly rejected in writing within ten (10)
Business Days of the transmission of such Purchase Order to Vendor shall be deemed accepted by
Vendor. Electronic Purchase Orders shall be binding on the submitting Purchaser and Vendor
notwithstanding the absence of a signature, provided that the parties have implemented a mutually
acceptable electronic order process and such orders deemed to be binding have been issued by a
Purchaser and accepted by Vendor in accordance with the process agreed upon by the parties.






 




			
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          Changes made by a Purchaser to an accepted Purchase Order that affect Vendor’s ability to meet
its obligations under the Purchase Order, any price, shipment date, or completion date quoted by
Vendor with respect to such Purchase Order is subject to change and shall be addressed pursuant to
the Change Order provisions below in Section 9.




          3.4 Forecasts. Purchaser shall provide to Vendor periodic (as mutually agreed to)
forecasts of Purchaser’s projected Product needs.




          3.5 Inventory Control and Bar-coding. Vendor shall, at no additional charge, pack
and mark shipping containers in accordance with its standard practices for domestic shipments.
Vendor shall (a) enclose a packing memorandum with each shipment and, if the shipment contains more
than one package, identify the package containing the memorandum, and (b) mark Products as
applicable for identification in accordance with Vendor’s marking specifications (for example,
model/serial number and month, year of manufacture).




          3.6 Purchase Money Security Interest. Each Purchaser hereby grants to Vendor a
purchase money security interest (“PMSI”) on and in each item of Equipment purchased by
such Purchaser from Vendor hereunder until such time as Vendor receives payment in full in
accordance with this Agreement for such Equipment. Accordingly, the applicable PMSI and all
related liens on a given item of Equipment purchased hereunder shall be deemed automatically
released in full by Vendor upon Vendor’s receipt of payment for such item of Equipment, and no PMSI
shall attach to any item of Equipment purchased hereunder for which Vendor has received full
payment in advance. Vendor shall, at Vendor’s expenses execute, deliver and file any documents,
instruments and certificates reasonably requested by any Purchaser in order to evidence the release
of the PMSI and the removal of any related liens.




          3.7 Conveyance of Equipment. Vendor acknowledges and agrees that (a) a Purchaser
may, and each other Company may, sell, transfer, assign, lease, license, sublicense, or convey
(“Convey” or “Conveyance”) Products to any of such Purchaser’s Affiliates, and (b)
any owner of any Equipment may Convey such Equipment to any third party with thirty (30)
days prior written notice to Vendor, and with Vendor having the right to insure that such third
party is not a manufacturer of telecommunications equipment, competing with Vendor in the same
markets.




     SECTION 4 SUBCONTRACTORS



          4.1 Subcontractors. Vendor may subcontract any portion of its obligations under this
Agreement, but no such subcontract shall relieve Vendor from primary responsibility and liability
for the performance of Vendor’s covenants and obligations under this Agreement. Regardless of
whether or not Vendor obtains approval with respect to use of a Subcontractor or whether Vendor
uses a Subcontractor recommended by other party hereunder, use by Vendor of a Subcontractor shall
not, under any circumstances: (i) give rise to any claim by Vendor against any Company if such
Subcontractor breaches its




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subcontract or contract with Vendor; (ii) give rise to any claim by such Subcontractor against any
Company; (iii) create any contractual obligation by any Company to the Subcontractor; (iv) give
rise to a waiver by the Purchaser of its rights to reject any Defects or Deficiencies or Defective
Work; or (v) in any way release Vendor from being solely responsible for the Work to be performed
under this Agreement.




          4.2 Vendor’s Liability. Vendor is responsible for all of its obligations under this
Agreement, including the Work, regardless of whether a subcontract or supply agreement is made or
whether Vendor relies upon any Subcontractor to any extent. Vendor’s use of Subcontractors for any
of the Work shall in no way increase Vendor’s rights or diminish Vendor’s liabilities under this
Agreement, and in all events, except as otherwise expressly provided for herein, Vendor’s rights
and liabilities hereunder shall be as though Vendor had itself performed such Work. Vendor shall
be liable for any delays caused by any Subcontractor as if such delays were caused by Vendor.




          4.3 Company’s Liability. Company is responsible for all of its obligations under this
Agreement, including facility readiness and access. If the facility is not ready, or accessible per
schedule, Company will be responsible to notify Vendor twenty four hours in advance of scheduled
site visit, or may be invoiced for any additional actual travel, living and man-hour and equipment
delivery costs incurred by Vendor. Similarly, in the event Vendor or its Subcontractors are not
able to fully comply with time commitments, Vendor will give Company twenty four hours advance
notice of any delay, or may be invoiced for actual travel, living, and man-hour and equipment
delivery costs incurred by Company.




          4.4 No Effect of Inconsistent Terms in Subcontracts. The terms of this Agreement
shall in all events be binding upon Vendor regardless of and without regard to the existence of any
inconsistent terms in any agreement between Vendor and any Subcontractor or whether or not and
without regard to the fact that any other party hereunder may have directly or indirectly had
notice of any such inconsistent term.




          4.5 Assignability of Subcontracts to Cricket. Vendor shall use reasonable efforts to
have each agreement between Vendor and a Subcontractor contain a provision stating that, in the
event that Vendor is terminated for cause, convenience, abandonment of this Agreement or otherwise,
(i) each Subcontractor shall continue its portion of the Work as may be requested by Cricket and
(ii) such agreement may be assumed without penalty to Cricket and, in order to create security
interests, may be assigned by Cricket to third parties designated by Cricket, in either case at the
option of Cricket and for the same price and under the same terms and conditions as originally
specified in such Subcontractor’s agreement with Vendor.




          4.6 Removal of Subcontractor or Subcontractor’s Personnel. Cricket has the right at
any time to request removal of a Subcontractor or any of a Subcontractor’s personnel from Work on
the System upon reasonable grounds and reasonable prior notice to Vendor. Such request (a
“Request for Removal”) shall be in writing and shall specify Cricket’s reasoning therefor.
Vendor promptly shall issue a written response to any such Request for Removal, specifying the
reasoning for its disagreement or agreement, as the case may be,




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with the reasoning contained in the Request for Removal. If the parties fail to agree, this matter
shall be handled in accordance with the dispute resolution procedures in Section 21. The exercise
of such right by Cricket shall have no effect on the provisions of Sections 4.1 and 4.2.




          4.7 Subcontractor Insurance. Vendor shall require its Subcontractors to obtain,
maintain and keep in force, during the time they are engaged in providing Products and Services
hereunder, insurance coverage as set forth on Exhibit G (provided that the maintenance of any such
Subcontractor insurance shall not relieve Vendor of its other obligations pursuant to this
Agreement). Vendor shall, upon Cricket’s request, furnish Cricket with evidence of such insurance
in form and substance reasonably satisfactory to Cricket.




          4.8 Review and Approval not Relief of Vendor Liability. No inspection, review or
approval by any Company permitted under this Agreement of any portion of the Work shall relieve
Vendor of any duties, liabilities or obligations under this Agreement, but nothing contained in
this Section shall be deemed a bar of any waiver given to Vendor pursuant to and in accordance with
the terms of this Agreement.




          4.9 Vendor Warranties. Except as otherwise expressly provided in Section 16, all
warranties of Vendor in this Agreement shall be deemed to apply to all Work performed by any
Subcontractor as though Vendor had itself performed such Work and to all Products supplied by any
third-party vendor or other subcontractor as though Vendor itself had supplied such Products.
Except as otherwise specifically provided in Section 16, the parties agree that such warranties
shall not be enforceable merely on a “pass-through” basis but that any Company may, but shall not
be obligated to, enforce such warranties of any Subcontractor to the extent that the Company
determines that Vendor is not paying or performing its warranties; provided that
any such election by a Company shall not relieve Vendor from any obligations or liability with
respect to any such warranty.




          4.10 Payment of Subcontractors. Vendor shall make all payments that it is
contractually required to make to all Subcontractors (except in the case of legitimate disputes
between Vendor and any such Subcontractor arising out of the agreement between Vendor and such
Subcontractor) in accordance with the respective agreements between Vendor and its Subcontractors
such that no Subcontractor shall be in a position to enforce any liens or other rights against any
Company, the System, any Products or any part thereof.




          4.11 Copies. Subject to any confidentiality obligations required by third party
providers, including Subcontractors, Vendor will use its good faith, reasonable efforts to provide
Cricket with any and all relevant agreements, understandings, subcontracts and other documents
pertaining to the provision of Products or Services by a Subcontractor which the Companies may
reasonably require in order for them to be provided with the information necessary to exercise any
of their rights under this Agreement.




          4.12 Benefit of Subcontracts. In addition to anything else provided for in this
Agreement, Vendor shall ensure that Cricket shall be entitled to the following benefits




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and rights
of Vendor under its contracts with any applicable third-party vendors or other Subcontractors: all
rights to conduct in-house tests, to receive notice of upgrades and enhancements and to purchase
spare parts; provided however, that Vendor shall maintain sole responsibility for
all obligations and duties under all such contracts.




     SECTION 5. PRICES AND PAYMENT



          5.1 Prices. (a) The prices for the Products, Services and other items of Work are
set forth in Exhibit C. The prices for all Products, Services and Systems set forth in the
Exhibits, including, without limitation Exhibits B, D, E, F, H, J, and K, include all optional and
non-optional features, functions and services required for the proper functionality of such
Products, Services and Systems in accordance with the Specifications.




          (b) [***]. [***] In the event that the covenant of Vendor in the foregoing sentence
is breached at any time, then, with respect to each such breach, each Purchaser shall be entitled
to take a credit against payments with respect to future Purchase Orders submitted by such
Purchaser equal to the amount of the excess of [***] (the “[***]Credit”). This [***] Credit
may be utilized by Purchaser at any time during the following four (4) year period or until such
credit has been fully satisfied, whichever occurs earlier. It is understood that in no event, will
any credit be due for any retroactive period prior to the date of breach under this section. It is
further agreed that if Vendor voluntarily chooses to [***] to Purchaser, during the term of this
Agreement, unrelated to any breach under this section, no retroactive credit will occur.




          5.2 Taxes. Each Purchaser shall reimburse Vendor for all present or future sales
taxes (“Taxes”) that are imposed on and paid by Vendor by any Governmental Entity as a
result of the provision of Products and Services to such Purchaser under this Agreement, provided,
however, that no Purchaser shall be liable for or shall pay or reimburse Vendor for (i) any Taxes
on or measured by the income or receipts of Vendor, and (ii) any import or export taxes, fees,
imposts or charges imposed by any foreign or United States Governmental Entity on any of the
Products or Services furnished hereunder. If a Purchaser shall pay Taxes for which Vendor is
entitled to claim a refund or credit, then Vendor shall reimburse to such Purchaser an amount equal
to such refund or credit.




          5.3 Payment. Payment for the Products and Services to be supplied pursuant to this
Agreement shall occur as follows (in each case following the Purchaser’s receipt of an invoice by
Vendor which shall properly document, to the reasonable satisfaction of the Purchaser, all the
items included):




          (a) Initial Systems and New Technology





     (i) Products for Initial Systems and New Technology provided
hereunder:





 




			
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     Vendor will invoice Purchaser one hundred percent (100%) of the price of
Products ordered upon delivery of the Products to such Purchaser’s initial
designated delivery location or to Purchaser’s designated warehouse; One
hundred percent (100%) of Service ordered upon Substantial Completion, unless
a punch list is issued upon such Substantial Completion, ninety percent (90%)
of Service ordered should be paid upon such Substantial Completion, ten
percent (10%) after ninety (90) days beyond Substantial Completion of
Services, unless the Agreement provides for invoicing in advance, or the
Services continue beyond ninety (90) days, in which case Vendor shall invoice
Company at the end of each calendar month for Services performed in that
month.



          (b) Expansions:





     (1) 100% of the amount of Purchase Orders with respect to Products
pursuant to an Expansion shall be invoiced upon delivery of such Products to
the initial location specified in the relevant Purchase Order or to
Purchaser’s designated warehouse;




     (2) 100% of the amount of all completed Purchase Orders with respect
to Services pursuant to an Expansion shall be invoiced upon completion of
such Services.



          (c) Subcontracted Services: Services provided by Subcontractors shall be invoiced as
performed, or as soon thereafter as practical but in no event more frequently than monthly.




          (d) Payment of Invoices. Each invoice shall be due and payable thirty (30) days
after receipt by the Purchaser of a true, accurate and complete invoice, unless and to the extent
the amount in question is disputed. If any portion of an amount due to Vendor is subject to a bona
fide dispute, the Purchaser will pay to Vendor on or before the date such amount is due all amounts
not disputed.




          5.4 No Payment in Event of Material Breach. Notwithstanding any other provision
herein to the contrary, no Purchaser shall have any obligation to make any payment for any Work
with respect to which Vendor is in material breach of this Agreement with the sole fault of Vendor
until and unless such breach is cured or waived in accordance with the terms of this Agreement. In
the event of any such dispute, such dispute shall be decided pursuant to the provisions of Section
21 and any related payment obligations shall be suspended until the dispute is resolved.




          5.5 In Revenue Payments. At any time any Company may, in its sole discretion, decide
to place a System into In Revenue Service. Such placement into In Revenue Service shall constitute
Substantial Completion only for purposes of the payment obligations above, but shall not in any way
relieve Vendor of any of its obligations under




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this Agreement, nor shall such In Revenue Service
trigger the commencement of the Initial Period.




          5.6 Currency and Place of Payment. Payments under this Agreement shall be made in US
dollars and if such method of payment is acceptable to the Purchaser, the Purchaser shall pay all
amounts due Vendor hereunder using Electronic Funds Transfer (“EFT”). EFT payments by a Purchaser
shall be made to such account as is designated by Vendor in writing.




     SECTION 6. SERVICES



          6.1 Transportation. Vendor shall at Vendor’s sole cost and expense provide for the
transportation and delivery to the Sites of all the Products to be delivered pursuant to, and in
accordance with, each Purchase Order and the terms of this Agreement. Vendor will provide Equipment
and will also be responsible for delivery of all Products to Purchaser’s initial specified
location. Purchaser shall provide a detailed location address to Vendor before shipment. The
Equipment shall be delivered to such Purchaser’s initial location at Vendor’s cost; if such initial
specified location is Purchaser’s designated warehouse, Purchaser will be responsible for the
delivery from warehouse to installation site; if such initial specified location is the final
installation Site, such Site must be ready to receive the Equipment within 30 days after such
Equipment arrives at Vendor’s warehouse. If the Site can not be ready within 30 days, that
Equipment will be delivered to Purchaser’s designated warehouse at Vendor’s cost, the corresponding
cost and expense for the transportation from Purchaser’s warehouse to the specified location for
such delivery shall be borne by Purchaser. In the event of any unusual Site selections or
requirements which require transportation arrangements out of the ordinary course having regard to
normal industry standards and practices (such as crane requirements, helicopter transportation
requirements to a remote setting, etc.), Vendor shall arrange, subject to the Purchaser’s prior
approval, for such exceptional transportation requirements from local staging facilities or
warehouse locations to the unusual Site. Vendor shall notify the Purchaser that it believes, in
good faith, that exceptional transportation arrangements are necessary in the circumstances, and
Vendor will consult with the Purchaser on an approved course of action to complete
delivery. The Purchaser shall be responsible for all costs with respect to such exceptional
transportation requirements in excess of transportation costs applicable to a standard Site.




          6.2 Services. Vendor shall provide the Services ordered by a Purchaser in accordance
with the provisions of the Exhibits in respect of such Services. The prices for each of the
Services set forth in the Exhibits include all other services that are related or incident to the
Services set forth in the Exhibits, except to the extent expressly excluded in the respective
Exhibit describing the Services.




          6.3 No Interference. Vendor shall install all Equipment and build each of the
Systems so as to cause no unauthorized interference with or obstruction to lands and thoroughfares
or rights of way on or near which the installation work may be performed. Vendor shall exercise
every reasonable safeguard to avoid damage to existing facilities, and




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if repairs or new
construction are required in order to replace facilities damaged by Vendor due to its negligence or
willful misconduct, such repairs or new construction shall be at Vendor’s sole cost and expense.
Vendor understands that many of the Sites may be co-located with other RF transmission facilities
and Vendor shall take all necessary precautions and safety measures to ensure the safety of all of
Vendor’s and Subcontractors’ personnel at such Sites.




          Vendor represents and warrants that all Products furnished hereunder shall comply, to the
extent required, with the requirements of the Federal Communication Commission’s Rules and
Regulations (the “FCC Rules”) pertaining to Commercial Mobile Radio Service providers and
equipment manufacturers in effect as of the date of delivery of such Product to the Purchaser,
including Parts 24 and 27 of the FCC Rules. In addition, Vendor represents and warrants that each
Product furnished hereunder shall comply, to the extent required, with (i) the requirements of Part
15 of the FCC Rules in effect as of the date of delivery of such Product to the Purchaser,
including those sections concerning the labeling of such Product and the suppression of radio
frequency and electromagnetic radiation to specified levels, and (ii) Part 20 of the FCC Rules in
effect as of the date of delivery of such Product to the Purchaser, including those sections
relating to 911 and E911 services. The foregoing warranties are collectively referred to as the
“FCC Warranty”.




          Vendor shall, when appropriate, have reasonable access to each Company’s premises during
normal business hours and at such other times as may be agreed upon by the parties in order to
enable Vendor to perform its obligations under this Agreement. Vendor shall coordinate such access
with the Company’s designated representative prior to visiting such premises. Vendor agrees to
instruct its employees to comply with all site rules while on a Company’s premises. The employees
and agents of Vendor shall, while on any Company’s premises, comply with all site rules and
guidelines including, but not limited to, where required by government regulations. No party shall
require waivers or releases of any personal rights from representatives of the other in connection
with visits to its premises, and no such releases or waivers shall be pleaded by any party in any
action or proceeding.




          For purposes of this Section, all references to “Company’s premises” and other similar
references shall be deemed to refer to any location where a Site is to be located, which may
include land or buildings owned or leased by any Company. To the extent that a Company does not
own the premises, Vendor’s obligations to adhere to site rules and guidelines shall include,
without limitation, those rules and guidelines required by the owner, landlord or property manager
having care and control of such premises, which the Company has provided to Vendor in advance of
the commencement of the applicable Work hereunder.




     SECTION 7. MANUALS, ENGINEERING DRAWINGS AND TRAINING



          7.1 Documentation. Vendor shall provide the Documentation listed in Exhibits T and
R. The Documentation shall be prepared in accordance with the relevant




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Specifications. Operating
Manuals with up-to-date drawings, specifications and design sheets shall be available for the
Training as set forth in Section 7.4.




          7.2 Standards for Manuals. All Operating Manuals and Maintenance and Instruction
Manuals required to be provided by Vendor pursuant to this Agreement shall be accurate, in the
English language and shall be:





     (a) detailed and comprehensive and prepared in conformance with the Specifications
and generally accepted national standards of professional care, skill, diligence and
competence applicable to telecommunications and operation practices for facilities similar
to the Systems;




     (b) consistent with good quality industry operating practices for operating wireless
communications systems of similar size, type and design;




     (c) sufficient to enable the Companies to operate and maintain each System on a
continuous basis; and




     (d) prepared subject to the foregoing standards with the goal of achieving operation
of each System at the capacity, efficiency, reliability, safety and maintainability levels
contemplated by this Agreement and required by all Applicable Laws and Applicable Permits.



          7.3 Equipment and Data. Vendor shall furnish all drawings, specifications, specific
design data, preliminary arrangements and outline drawings of the Equipment and all other
information as required in accordance with this Agreement in sufficient detail to indicate that the
Equipment and fabricated materials to be supplied under this Agreement comply with the
Specifications.




          7.4 Training. As more fully described in Exhibit H, Vendor shall provide to the
Companies a training program with respect to all Products and Services provided
hereunder (collectively, the “Training”). Promptly upon execution of this Agreement,
Vendor shall establish a training coordinator, whose responsibility shall be to work with Cricket
to ensure that the Companies receive the Training. Such coordinator (or his or her replacement)
shall continue in such assignment until the receipt of all of the Training required to be provided.
All Training shall be provided by Vendor in the United States except as otherwise agreed to in
writing by Cricket.




          7.5 Manuals and Training. The Training and the Documentation provided in connection
herewith, including, without limitation, all Documentation provided in CD-ROM format and all
documentation provided pursuant to Sections 7.2, 7.3 and 7.4 shall be updated in reasonable
quantities at no additional cost to the Companies pursuant to and in accordance with all Product
upgrades or modifications applicable to any Work or any part thereof.




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     SECTION 8. ACCEPTANCE PROCEDURES



          8.1 Acceptance Procedures With Respect to Initial Systems and New Technology.
Depending upon the specific Products and Services to be furnished by Vendor, and those tasks for
which the Companies shall assume responsibility, the parties, directly or through third-party
vendors or other Subcontractors, as the case may be, shall carry out the following procedures with
respect to Initial Systems and New Technology.




          (a) Factory Tests. Cricket may, at Cricket’s option and cost, be present at any
factory testing conducted by Vendor. Upon request, Vendor shall give Cricket ten (10) Business
Days advance notice of any such factory testing relating to the types of Products or Services
furnished by Vendor hereunder. Vendor shall cooperate with Cricket to facilitate Cricket’s
observation of such tests. Regardless of whether or not Cricket observes any factory testing,
Vendor agrees to provide Cricket with copies of all documentation relating to factory testing of
the Product specified by Cricket, including without limitation copies of test procedures, test
results and FCC compliance certifications.




          (b) Site Installation and Integration Substantial Completion Certificate. Upon
completion of the Installation of each group of BTS or other Products and the completion of
integration activities in accordance with this Agreement, Vendor shall issue a Site Installation
and Integration Substantial Completion Certificate (“Site Installation and Integration
Substantial Completion Certificate”) certifying that all Installation and integration
activities specified in the Purchase Order are substantially complete. Such certificate shall be
accompanied by a Punch List of all incomplete items which items shall be completed by Vendor prior
to Final Acceptance.




          (c) Certificate of Substantial Completion. Upon completion of all Work and testing
of the Work with respect to each Market in accordance with this Agreement, Vendor shall issue a
Certificate of Substantial Completion with respect to such Work for the Market, which shall be in
the form of a checklist listing all tests performed and the results thereof, and shall be accompanied by a Punch List of outstanding items (the
“Certificate of Substantial Completion”). Upon its reasonable satisfaction that the
Certificate of Substantial Completion is correct and complete, Cricket shall promptly sign the
Certificate of Substantial Completion.




          (d) “Beta” Tests. Upon written notice to Vendor, Cricket shall be entitled, in its
sole discretion to conduct beta testing, and in connection therewith Cricket shall be entitled to
add appropriate items to the Punch List prior to Final Acceptance.




          (e) Certificate of Final Acceptance. During the [***] period following Substantial
Completion (as extended as described below, the “Initial Period”), Vendor shall complete
all outstanding Punch List items and Cricket and Vendor shall monitor the System for outages and
compliance with the Specifications. In event that all Punch List items have






 




			
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been completed during the Initial Period, all testing specified in Exhibit V has been
satisfactorily completed and there have been no Major Outages, then at the end of the Initial
Period Vendor shall issue a Certificate of Final Acceptance certifying the same. Upon its
reasonable satisfaction that the Certificate of Final Acceptance is correct and complete, Cricket
shall sign the Certificate of Final Acceptance. In the event that a Major Outage occurs during the
Initial Period, the Initial Period shall be extended (an “Extension Period”) for an
additional [***]. In the event a Major Outage occurs during the Extension Period, the Initial
Period shall be further extended until [***]. Provided that Vendor has completed all Punch List
items and all other applicable requirements set forth in the Exhibits, Cricket shall issue a
Certificate of Final Acceptance not later than the end of the Initial Period (as extended) after
receipt of notice from Vendor containing (i) a statement that Vendor has corrected the problem
giving rise to the Major Outage or Major Outages, and (ii) a description of the corrections made.
With respect to each System, Cricket shall not be required to sign the Certificate of Final
Acceptance until all such Documentation has been so delivered (and Final Acceptance shall not be
deemed to have occurred earlier than the date that is [***] Business Days prior to the date of
delivery of such Documentation). In
addition to, and without limiting the requirements set forth in the preceding sentence, the
Operating Manuals and the Maintenance and Instruction Manuals shall be submitted to Cricket in
CD-ROM format (when available) in addition to hard-copy volume format if so requested by Cricket.




          8.2 Acceptance Procedures With Respect to Expansions. Upon completion of all Work
and testing with respect to Expansions in accordance with this Agreement, Vendor shall issue a
Certificate of Substantial Completion with respect to such Expansions, which shall be in the form
of a checklist listing all tests performed and the results therefore, and shall be accompanied by a
Punch List of outstanding items. Upon its reasonable satisfaction that the Certificate of
Substantial Completion is correct and complete, Company shall promptly sign the Certificate of
Substantial Completion.




          8.3 Costs and Expenses. The costs and expenses of complying with all acceptance
procedures set forth above shall be borne by Vendor, provided that Cricket or the Companies remain
responsible for completing those items identified in the Exhibits as their responsibility.






 




			
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     SECTION 9. CHANGE ORDERS AND SCHEDULING



          9.1 Change Orders. The Purchaser has the right to request changes, other revisions
or modifications to any of its Purchase Orders or to the Work (“Changes”), including but
not limited to the Specifications, the manner of performance of the Work or the timing of the
completion of the Work. All Changes shall be subject to the prior written consent of Vendor. All
Changes shall be documented in a written order (“Change Order”) which shall be executed by
the Purchaser and Vendor and shall contain any adjustments to pricing or other aspect of the Work
as mutually agreed by the parties. Vendor shall promptly notify the Purchaser of any such
requested Changes which may materially affect the operation or maintenance of any System or any
part thereof. In the event that the parties cannot agree on a Change Order within fifteen (15)
days of submission of a Change Order by the Purchaser to Vendor, the matter shall then be referred
to dispute resolution pursuant to Section 21. Nothing contained in this Section is intended to
limit Vendor’s right, from time to time, to make suggestions for modifications to the Work or the
Specifications, provided that in any such event the Purchaser, in its sole and
absolute discretion pursuant to the terms of this Agreement may refuse to make any such
modification or otherwise agree to issue a Change Order incorporating any such Vendor suggestion.




          9.2 Cancellation. A Purchaser may at any time cancel, in whole or in part, any
Purchase Order or Change Order upon advance written notice to Vendor. In the event of such
cancellation, the Purchaser shall pay to Vendor cancellation charges in accordance with Exhibit U.




     SECTION 10. DISCONTINUED PRODUCTS AND CONTINUING PRODUCT SUPPORT



          10.1 Notice of Discontinuation. For a period of [***] after the date of shipment for
all Products furnished hereunder, Vendor shall provide Cricket not less than [***] notice (the
“Discontinued Product Notice”) before Vendor discontinues manufacturing of or support for a
Product (“Discontinued Products”). In respect of Products manufactured by a third party
vendor, the notice period may vary. Where Vendor offers a product for sale that is equivalent in
Form, Fit and Function in accordance with and pursuant to the Specifications, the notification
period may vary but in no event shall be less than[***]. In the case of each Discontinued Product,
during the [***] period described above Vendor shall furnish Products (including, without
limitation, all Software Releases) fully compatible with the relevant components (including the
Discontinued Product) within the System in which the Discontinued Product resided at the time that
a Product is discontinued; provided that, nothing herein shall bar the Vendor from discontinuing
individual items of Products as provided in and pursuant to this Section. In the event that Vendor
discontinues a Product, Vendor will meet with Cricket and use reasonable, good






 




			
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faith efforts to develop a mutually acceptable transition plan that takes into account Cricket’s
existing investment in the item scheduled for discontinuance.




          In addition to repairs provided for under any applicable Warranty, Vendor shall offer repair
Services and Spare Parts in accordance with Vendor’s standard repair and repair parts practices and
terms and conditions then in effect, for all Products furnished pursuant to this Agreement. Such
repair Services and Spare Parts shall be available while Vendor is manufacturing or stocking such
Products or repair parts, but in no event less than [***] for all Products after Cricket’s receipt
of the Discontinued Product Notice (the “Support Period”) on the same terms and conditions
in effect at the time of Cricket’s receipt of the Discontinued Product Notice.




          If during the Support Period Vendor fails to provide Spare Parts or repair Services on terms
and conditions in effect at the time of Cricket’s receipt of the Discontinued Product Notice and a
functionally equivalent replacement has not been designated, Vendor shall, in addition to any other
right or remedy available to the Companies at law or in equity, provide Cricket, at no additional
charge to Cricket, upon request, with non-exclusive licenses for Product manufacturing to the
extent Vendor can grant such licenses, so that Cricket will have sufficient information, ability
and rights to have such Discontinued Products manufactured, or obtain such repair Service or Spare
Parts from other sources.




          10.2 Discontinuation During Warranty Period. If Vendor discontinues the availability
of a Product during that Product’s Warranty Period and a Purchaser needs to purchase a replacement
Product to replace the Discontinued Product in order for a Company to maintain the same
functionality of the Discontinued Product in a System, Vendor agrees to grant such Purchaser [***]
to be applied against the net price of all
Products so required to be purchased as replacements for such Discontinued Product, which [***]
shall be applied [***].




          10.3 Discontinuation After Warranty Period. If Vendor discontinues the availability
of a Product after that Product’s Warranty Period, in addition to the rights of the Companies
hereunder, the Companies shall be afforded no less favorable treatment in terms of Vendor’s or its
Affiliates’ manufacturer’s discontinuation programs offered to Vendor’s or its Affiliates’ other
customers.






 




			
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     SECTION 11. SOFTWARE



          11.1 RTU License. (a) Upon delivery of the Software, but subject to payment of
initial license fees, to the extent any such fees are payable, in accordance with this Agreement,
the Companies are hereby granted an irrevocable, transferable, non-exclusive, fully paid-up,
multi-site (capability to move Software from site to site within the United States and its
territories) right to use license for the Software (“RTU License”), to operate the
applicable Equipment, processor or product line for which the licenses to use the Software are
granted, or temporarily on any comparable replacement if any such Equipment, processor or product
line becomes inoperative.




          11.2 Companies’ Obligations. The Software, whether or not modified, and all copies
thereof made by any Company, shall be treated by the Companies as trade secrets and proprietary to
Vendor, its Subcontractors or its suppliers, as appropriate and Cricket shall, and shall ensure
that each Company shall:




          (a) Utilize the Software solely in conjunction with the Products; however, Vendor
acknowledges that the Software shall be integrated and used across interfaces with systems,
equipment and software provided by other suppliers and customers and Vendor expressly consents to
such integration and use;




          (b) Ensure that all copies of the Software shall, upon any reproduction by such Company
authorized by Vendor and whether or not in the same form or format as such Software, contain the
same proprietary, confidentiality and copyright notices or legends which appear on the Software
provided pursuant hereto; and




          (c) Hold secret and not disclose the Software to any person, except to (i) such of its
employees, contractors, agents or Affiliates that are involved in the operation or management of a
System or Products and need to have access thereto to fulfill their duties in such capacity, or
(ii) other Persons who need to use such Software to permit integration of a System or Products with
systems and software of other suppliers and customers.




          (d) Not modify Software furnished by Vendor under this Agreement.




          (e) Only use the Software in connection with the business operations of the Companies or any
transferee that has a right to use the Software pursuant to this Section 11. The RTU License does
not grant any Company any right to, and no Company will, modify, decompile, reverse engineer, or
disassemble, or in any other manner decode Software furnished as object code for any reason,
including without limitation, to generate corresponding source code provided in each of the
Systems. Except as provided below, no license is granted to any Company to use the Software
outside of the United States and its territories.




          11.3 Backwards Compatibility. Vendor represents and warrants (the “Software
Backwards Compatibility Warranty”) that all Software will be Backwards Compatible. In the
event that any Software supplied by Vendor does not provide




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Backwards Compatibility, then Vendor
shall take all actions at Vendor’s sole expense so as to achieve Backwards Compatibility.




          11.4 Transfer and Relocation. In the event any Company elects to transfer a Product
to a third party, and where such Product shall remain in place and be used for substantially the
same purpose as used by the transferring Company and where such third party resides in the United
States and is not a direct competitor of Vendor involved in the manufacture of communications
equipment, software or related services, the RTU License for the Software furnished under this
Agreement for use with such Product shall automatically be transferred to such transferee, without
the payment of any additional Software right to use fees by the transferee, and the Companies shall
automatically be released from all obligations under the RTU License for such Product. For
example, if the RTU License for the Software contains usage or per subscriber limits, or the
processor to be used by transferee requires additional memory or hard disk space additional
payments or purchases may be required to increase the license limits. The following conditions
shall apply to transfers and relocations pursuant to this subsection 11.4:





     (a) The right to use such Software may be transferred only together with Products with
which the transferring Company has a right to use such Software, and such right to use the
Software shall continue to be limited to use with such Products;




     (b) Before any such Software is transferred, the transferor shall notify Vendor of
such transfer and the transferee shall have agreed in writing (a copy of which shall be
provided to Vendor) to keep the Software in confidence and to
comply with the conditions respecting possession and use of Software as those imposed on
the transferring Company in this Agreement;




     (c) The transferee shall have the same right to Software warranty and Software
maintenance for such Software as the transferor, provided the transferee continues to pay
the fees, including recurring fees, if any, associated with such Software warranty or
maintenance pursuant to this Agreement; and




     (d) In the event that any Company wishes to use the Software on Products outside of
the United States or to transfer Software to an unaffiliated third party transferee where
such Product shall not remain in place or be used for substantially the same purpose as
used by the transferring Company, Vendor shall not unreasonably withhold its consent to
such use or transfer, provided that Vendor or the transferee, as the case may be, enters
into an appropriate license agreement with an Affiliate of Vendor carrying on business in
the territory in which the Software is to be located, on terms substantially similar to the
RTU License terms set forth herein, provided, however, that Cricket acknowledges and agrees
that support and maintenance obligations set forth herein are only applicable for Software
resident on Products located within the United States. Support and maintenance Services
offered by Vendor’s Affiliates differs in various different territories, and will be
subject to the local practices maintained in such territory.



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Except as otherwise provided in this Agreement, no Company shall have any right to transfer
Software furnished by Vendor under this Agreement without the consent of Vendor, which consent
shall not be unreasonably withheld. If a Company elects to transfer Equipment purchased under this
Agreement for which it does not under this Agreement have the right to transfer related Software,
Vendor agrees that upon written request of Cricket, the transferring Company or the transferee of
such Equipment, Vendor shall not without reasonable cause fail to grant to the transferee a license
to use such Software with the Equipment, whether to be located within the United States or
elsewhere.




          11.5 Termination and Survival. The rights and obligations of each Company under the
RTU License shall survive the termination of this Agreement, regardless of the cause of
termination, provided Vendor has received the applicable payments with respect to Software licenses
in accordance with this Agreement. In the event that Vendor does not receive the applicable
license fees, Vendor may terminate right to use the Software to which such fees apply; provided
that, Vendor provided written notice of such breach to Cricket, and payment is not made within
thirty (30) days from receipt of Vendor’s notice thereof. In the event that Vendor does not
receive any applicable maintenance or support fees, Vendor may terminate such maintenance or
support with respect to the unpaid fees only, but the RTU License shall not terminate. Any
terminated rights pursuant to this Section 11.5 shall be immediately reinstated upon payment of all
applicable unpaid license or maintenance fees, as applicable. In no event other than as set forth
in this Section 11.5 may Vendor terminate the RTU License or any Company’s right to use the
Software. Notwithstanding any other provision of this Agreement, if there is a
dispute, pending final resolution of such dispute, all of Companies’ rights under this Agreement
shall continue in full force and effect, and Vendor will not terminate the RTU License, and so long
as Vendor continues to receive the applicable Software license fees, Vendor will not terminate,
suspend, interrupt or delay maintenance and support of the Software. Upon termination or expiration
of this Agreement Company will have the right to continue its RTU license, including maintenance
and support services, on substantially the same terms and conditions as immediately prior to such
termination or expiration. Pricing for the maintenance and support services will be consistent with
the pricing offered under this Agreement and the then-current fair market value.




          11.6 Access to Source Codes. Vendor represents and warrants that as of the date
hereof, Vendor has not established a Source Code escrow for any of its existing customers. In the
event that Vendor establishes a Source Code escrow in the future which applies to any of the
Software furnished hereunder, Vendor shall add Cricket as a beneficiary of such Source Code escrow,
and Cricket shall be entitled to receive a copy of the escrowed Source Code in the event of the
occurrence of any of the events set out below. In addition to the foregoing, Vendor shall
immediately deliver and hereby grants Cricket a right to access the Source Code and to modify the
Software (the “RTM License”) for the maintenance, enhancement and support of those Products
purchased from Vendor and owned or operated by any Company under the following circumstances,
provided that any such released Source Code shall be subject to the confidentiality provisions set
forth in this Agreement:




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          (i) if Vendor becomes insolvent, makes a general assignment for the benefit of
creditors, files a voluntary petition in bankruptcy or an involuntary petition in
bankruptcy is filed against Vendor which is not dismissed within sixty (60) days, or
suffers or permits the appointment of a receiver for its business, or its assets become
subject to any proceeding under a bankruptcy or insolvency law, domestic or foreign, or has
liquidated its business, or Vendor, or a business unit of Vendor that is responsible for
maintenance of the Software, ceases doing business without providing for a successor, and
Cricket has reasonable cause to believe that any such event shall cause Vendor to be unable
to meet its service or support requirements hereunder; or




          (ii) if Vendor ceases to maintain or support a previously supported version of the
Software and Cricket cannot obtain, with Vendor’s assistance (for example, by providing a
third party with Source Code or by any other appropriate method) the same support services
Vendor is required to provide under this Agreement from another entity (either working with
or independently from Vendor) at a price that is equal to or less than the prices for such
support as provided herein, or there is a persistent and material failure by Vendor to
provide the service or support it is required to provide pursuant to the terms of this
Agreement.



          11.7 Ownership of Intellectual Property. Vendor shall own all forms of intellectual
property rights (including, but not limited to, patent, trade secret, copyright and
mask rights) pertaining to the Software, and shall have the right to file for or otherwise secure
and protect such rights. The foregoing notwithstanding, the parties understand and agree that from
time to time any Company may independently devise, develop or otherwise create ideas or other
concepts for services or new products which are patentable or otherwise capable of receiving
protection from duplication. In such event, such Company shall have the right to apply for a
patent in accordance with applicable law (or assign its rights to any other Company or any third
party), provided, however, that notwithstanding this Section, Vendor does not hereby relinquish or
release any of its intellectual property rights.




     SECTION 12. SOFTWARE AND EQUIPMENT CHANGES



          12.1 Software.




               12.1.1 Software Releases. During the Term, each Company shall receive all Releases
applicable to Software for Products for which such Company has obtained a RTU License at such times
as they become generally available to Vendor’s customers. Each Company shall also be entitled to
receive Optional Software Features upon Cricket’s (or ProCo’s) payment of the appropriate fees
determined in accordance with Exhibit E. Cricket may elect to purchase such Optional Software
Features on a per feature basis, or purchase annual buy-out rights on a per market basis,
permitting the Companies to select those features it wishes to deploy in the relevant market.
During the Term, Vendor will use commercially reasonable efforts to work jointly with the Companies
or the



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Companies’ third party equipment or service suppliers with respect to the integration of
such third party’s equipment or services with the Products and System(s).




               12.1.2 Notice. Vendor shall give Cricket, or cause Cricket to be given, not less
than ninety (90) days prior written notice of the introduction of any Software Release. In
addition, on a biannual basis during the Term, Vendor shall provide, or cause to be provided, to
Cricket a forecast of future Software Releases then currently being developed by or on behalf of
Vendor.



               12.1.3 Installation, Testing and Maintenance. The installation and testing of the
Software by Vendor and the acceptance thereof by Cricket shall be performed in accordance with the
criteria set forth in Exhibit A.



               12.1.4 Software Fixes. In the event that any Software supplied by Vendor during the
Warranty Period or during any other period that the Company pays Maintenance Fees for Software has
the effect of preventing any Products, System or any part thereof from satisfying, or performing in
accordance with the Specifications or the Exhibits or otherwise adversely affects the functionality
or features of any Products, System or any part thereof, then Vendor shall promptly retrofit or
take such other corrective action as may be necessary to ensure that any Products, System or any
such affected part, as modified to include each Software Release, shall satisfy, and perform in
accordance with, the Specifications and the Exhibits and restore all pre-existing functionality and
features as
well as provide any new features and functionality provided by any of the foregoing modifications,
in each case without any charge to any Company. Notwithstanding anything contained herein in this
Section to the contrary, each Company shall be responsible for the cost of any additional Equipment
required to accommodate additional capacity, memory or processing requirements necessitated by any
new Software feature or Optional Software Feature which such Company elects to use (provided such
use is optional without losing the benefit of the Software Release) which are contained in any such
Software Release; provided, however, that such Company shall not be required to pay for any
additional Equipment required to accommodate additional capacity, memory or processing requirements
necessitated by implementation of a required Software Release, whether or not such Software Release
is issued as a stand-alone release, or is contained within a separate Software Release. Such
additional Equipment shall be provided by Vendor to such Company without charge.



          12.2 Equipment.




               12.2.1 Equipment Updates. (a) Equipment Updates will be provided to the Companies
by Vendor at no charge. If requested by a Purchaser, Equipment Upgrades must be provided by Vendor
and the price charged by Vendor shall comply with the requirements of Section 5.1(b). If Vendor at
any time issues an Equipment Update which is combined with any Equipment Upgrade (collectively, the
“Equipment Combined Release”) to such Equipment, the Equipment Combined Release will be
provided at no charge to each Company unless and until such Company uses any of the Equipment
Upgrades included within the Equipment Combined Release, provided such use by such



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Company of such
Equipment is optional without losing the benefit of the Equipment Update.




               (b) (i) If Vendor issues a Product Change Notice after Equipment has been shipped to a
Purchaser, or where a modification to correct an error in field documentation is to be introduced,
Vendor will promptly notify Cricket of such change through Vendor’s design change management system
or another Vendor notification procedure. If Vendor has engineered, furnished, or installed
Equipment which is subject to a Product Change Notice, Vendor will implement corrective action, at
its sole cost and expense, if such Product Change Notice is announced within [***] from the date of
shipment of that Equipment, and subject to the reasonable review and acceptance of Cricket at such
times as Cricket reasonably determines that it needs to review such Vendor decision, by either (A)
modifying the Equipment at the Site; (B) modifying the Equipment which has been returned to Vendor
in accordance with Vendor’s reasonable instructions pursuant to and in accordance with the terms of
this Agreement; or (C) replacing the Equipment requiring the change with replacement Equipment for
which such change has already been implemented. If Vendor has not engineered the original
Equipment application and as a result thereof office records are not available to Vendor, Vendor
will provide the generic change information and associated parts for the Companies’ use in
implementing such change.



          (ii) In any of the instances described in clause (i) above, if Vendor and Cricket agree that
a Product or part thereof subject to such change is readily returnable, without incurring any
significant time or expense, the applicable Company, at its expense, will remove and return such
Product or part to Vendor’s designated facility within the United States and Vendor, at its sole
expense, will implement such change (or replace it with a Product or part for which such change has
already been implemented) at its facility and return such changed (or replacement) Product or part
at its sole cost and expense to the Company’s designated location within the United States. Any
such reinstallation of Products which were readily returnable will be performed by the applicable
Company at its sole expense, provided such reinstallation can be done by the Company without
incurring any significant time or expense. In all other circumstances, Vendor shall provide such
removal, repair and reinstallation Services at its sole cost and expense.




          (iii) If Vendor issues an Equipment Upgrade after a Product has been shipped to a Purchaser,
Vendor will promptly notify Cricket of such change if it is being offered to any of Vendor’s
customers. The pricing for such Equipment Upgrades will be as set forth in Exhibit D.






 




			
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          (iv) All notifications for Equipment Updates and Equipment Upgrades provided by Vendor
pursuant to the terms of this Agreement must contain the following information: (A) a detailed
description of the change; (B) the reason for the change; (C) the effective date of the change; and
(D) the implementation schedule for such change, if appropriate.




               12.2.2 Notice. Vendor shall give, or shall cause to be given to, Cricket not less
than ninety (90) days prior written notice of the introduction of any Equipment Upgrade or any
Equipment Combined Release. In addition, on a biannual basis during the Term, Vendor shall provide
Cricket with a forecast of future Equipment Upgrades to the Equipment or Equipment Combined
Releases then currently being developed by or on behalf of Vendor.



               12.2.3 Installation, Testing and Acceptance. The Installation and testing of the
Equipment by Vendor and the acceptance thereof by Cricket shall be performed in accordance with the
Exhibits.



               12.2.4 Equipment Fixes. In the event that any Equipment Update or Equipment Upgrade,
directly or indirectly, supplied by Vendor during the Warranty Period or any other period during
which the Company pays Annual Maintenance Fees following
the date Installation of such Equipment Update or Equipment Upgrade in any System, has the effect
of preventing any Product, System or any part thereof from satisfying, or performing in accordance
with, the Specifications or otherwise adversely affects the functionality, interoperability or
features of any Product, System, or any part thereof then Vendor shall without any charge to any
Company promptly retrofit or take such other corrective action as may be necessary to assure that
any Product, System or any such affected part, as modified to include each such Equipment Update
and Equipment Upgrade, shall satisfy, and perform in accordance with, the Specifications and
restore all pre-existing functionality and features as well as provide any features and
functionality provided by any of the foregoing modifications.



               12.2.5 Equipment Backwards Compatibility Warranty. Vendor represents and warrants
(the “Equipment Backwards Compatibility Warranty”) that each Equipment Release will be
Backwards Compatible. In the event that each Equipment Release is not Backwards Compatible, then
Vendor shall take all actions at Vendor’s sole expense so as to achieve Backwards Compatibility.



               12.2.6. Spare Parts Kits. Vendor shall provide each Company with Spare Parts Kits in
accordance with the terms of Exhibit B.



          12.3 Notice of Developments.




               12.3.1 Vendor Developments. Vendor shall provide Cricket, or cause to be provided to
Cricket, through Cricket’s chief technical officer (or in the absence of such officer, to Cricket’s
chief executive officer), with reasonable written notice of any Product developments, innovations
or technological advances (collectively “Vendor



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Developments”) relevant to the Products or Systems simultaneous to giving such notice to
any other customer or otherwise making any such Vendor Development public. For the purposes of
this Section the term “Vendor” includes Vendor and its Affiliates and subsidiaries. Vendor agrees
that it shall develop and make Products available in accordance with the terms of Exhibit O.




               12.3.2 Participation in Testing. Cricket has the right, but not the obligation, to
witness or participate in any initial testing of Vendor Developments; provided that
any such initial testing of Vendor Developments shall be subject to scheduling as reasonably
determined by Vendor. Vendor shall provide Cricket at least thirty (30) days’ prior written notice
of its intent to test any such Vendor Development and upon Cricket’s written request Vendor shall
allow Cricket to participate in such testing upon terms and in a testing environment reasonably
acceptable to the parties at such time. Such rights shall not apply to a Vendor Development
originated by another customer of Vendor which includes information which is proprietary to such
other customer.



               12.3.3 Quarterly Notices. Vendor shall make reasonable efforts to collect
and distribute on a quarterly basis a list of new Software bugs, problems, fixes, etc., provided
that Vendor shall not be required to distribute confidential information of any other customer.



     SECTION 13. INTELLECTUAL PROPERTY



          13.1 Infringement. Vendor agrees that it shall defend, indemnify and hold the
Companies, and their respective officers, directors, employees, affiliates, agents and assigns of
each of the Companies (collectively, the “Company Indemnified Parties”) harmless from and
against any and all Losses based on or arising from claims that the Products, the Work or any
components thereof infringe, misappropriate or violate any patent, trademark, copyright, trade
secret or other intellectual property right of any third party which is enforceable in the United
States where any Person is permitted to deploy or use the Products under this Agreement
(collectively, “Intellectual Property Rights”), provided that the Company Indemnified
Parties involved shall cooperate, at Vendor’s expense, in all reasonable respects with Vendor and
its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal
arising therefrom. If a claim for Losses is to be made by a party entitled to indemnification
hereunder against Vendor, the party claiming such indemnification shall give written notice (a
“Claim Notice”) to Vendor as soon as reasonably practicable after the party entitled to
indemnification becomes aware of any fact, condition or event which may give rise to Losses for
which indemnification may be sought under this Agreement, provided, however, no delay on the part
of any Company Indemnified Parties in notifying Vendor shall relieve Vendor from any obligation
hereunder unless (and then solely to the extent) Vendor is thereby materially prejudiced.
Notwithstanding the foregoing, the Company Indemnified Parties may, at their own cost, participate
in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom;
provided, however, that if Vendor assumes the defense of such lawsuit, action or investigation and
any appeals and continues to pursue




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the defense of such lawsuit, action or investigation to conclusion and fulfills all of Vendor’s
obligations in this Section 13, Vendor shall have sole control over the defense and settlement
negotiations thereof (subject to the provisions of this Section 13) and while Vendor is defending
such lawsuit, action or investigation Vendor shall not be liable for any settlements entered into
or expenses/costs incurred by any Company without Vendor’s prior written approval. The parties
shall cooperate with each other in any notifications to insurers. If any lawsuit or enforcement
action is filed against any party entitled to the benefit of indemnity hereunder, written notice
thereof shall be given to Vendor as promptly as reasonably practicable (and in any event within
fifteen (15) calendar days after the service of the citation or summons). Vendor shall be
entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage
attorneys of its own choice to handle and defend the same, at Vendor’s cost, risk and expense, and
(iii) to compromise or settle such Claim, which compromise or settlement shall be made only with
the written consent of the Company Indemnified Parties involved (which may not be unreasonably
withheld), unless such compromise or settlement includes an unconditional release of any claims
against the Company Indemnified Parties, includes no restrictions on the operations of the Company
Indemnified Parties and admits no wrongdoing by any Company Indemnified Parties in which event such
written consent of the Company Indemnified Parties shall not be required. If Vendor fails to
assume the defense of such Claim within fifteen (15) calendar days after receipt of the Claim
Notice, or assumes such defense but thereafter abandons such defense, the Company Indemnified
Parties against which such Claim has been asserted will (upon delivering notice to such effect to
Vendor) have the right to undertake, at Vendor’s cost and expense, the defense, compromise or
settlement of such Claim on behalf of and for the account and risk of Vendor. In the event any
Company Indemnified Parties assume the defense of the Claim due to the Vendor’s failure to assume
the defense of such claim within fifteen (15) calendar days, such Company Indemnified Parties will
keep Vendor reasonably informed of the progress of any such defense, compromise or settlement.
Vendor shall be liable for any settlement or compromise of any action effected pursuant to and in
accordance with this Agreement and for any final judgment (subject to any right of appeal), and
Vendor agrees to indemnify and hold harmless the Company Indemnified Parties from and against any
Losses by reason of such settlement or judgment.




          13.2 Vendor’s Obligation to Cure. If in any such suit so defended, all or any part
of the Products or any component thereof is held to constitute an infringement or violation of
Intellectual Property Rights of others and its use is enjoined, Vendor shall at its sole cost,
expense and option take the following actions: (i) procure the right to continue the use of the
same for the Companies without interruption; (ii) to the extent the foregoing is not commercially
feasible, replace the same with non-infringing Products that meet the Specifications in accordance
with the terms of this Agreement (including, without limitation) having equivalent or better
performance and functionality); or (iii) if neither option (i) or (ii) is commercially feasible,
modify said Products, any System or any component thereof so as to be non-infringing, provided that
the Products, any System or any component thereof as modified meets all of the Specifications in
accordance with the terms of this Agreement (including, without limitation) having equivalent or
better performance
and functionality). In the event that Vendor is not able to cure the infringement pursuant to


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clause (i), (ii) or (iii) in the immediately preceding sentence, in addition to the other rights
and remedies provided in this Section 13, Vendor shall, at Cricket’s option, refund to each
Purchaser the full purchase price paid by such Purchaser for (x) such infringing Product or
feature, and (y) all other Products and features that any Company is unable to use to their full
capacity as a result of the non-availability of such infringing Product or feature, provided that
the Company returns to Vendor such infringing Product or feature. Vendor shall, at its expense,
de-install and remove such infringing Products and features.




          13.3 Exclusions From Vendor’s Obligations. Vendor’s obligations under this
Section 13 shall not apply to any infringement or violation of Intellectual Property Rights that is
caused by modification of the Products, any System or any component thereof by any Company if such
modification is neither permitted under this Agreement nor authorized by Vendor or infringement
that arises solely from combination of the Products with other products not supplied, installed,
recommended or approved by Vendor, or that arises from adherence to instructions to apply any
Company’s trademark, trade name or other Company identification to a Product.




          13.4 Infringement Related To OEM Equipment. In the event of an infringement claim by
a third party alleging infringement of patent, trademark, copyright or violation of trade secrets
or proprietary rights because of, or in connection with, OEM Equipment furnished pursuant to this
Agreement, then at Cricket’s request, Vendor shall attempt to assign any of its indemnity rights
for such infringement claim to Cricket. If Vendor is unable to assign such indemnity rights to
Cricket, Vendor shall enforce its indemnity rights against the applicable OEM Equipment supplier
and pass through indemnity amounts to which Vendor or the Companies are entitled, and in such event
Cricket agrees to comply with any commercially reasonable obligations required by the OEM Equipment
supplier in order for Vendor to enforce such rights.




     SECTION 14. DELAY AND PERFORMANCE DAMAGES



          14.1 Additional Definitions. In addition to the definitions set forth in Section 1,
the following terms and definitions are applicable to this Agreement (including the Exhibits):




          “Access Outages (BTS Outages)” means outages caused by any Defect or Deficiencies in
BTS Equipment or Software.




          [***]




          “Cell Site” means the geographical location of one or more BTSs and related Products
necessary to provide commercial service at such geographical location.






 




			
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          “Company Span of Control” means those areas of functionality and technology with
respect to a System that are under the exclusive control of any Company.




          “Core Network” means the [***], [***], [***] and all Software associated with or
related to the foregoing Equipment.




          “Core Network Outages” means outages caused by any Defect or Deficiencies in Core
Network Equipment or Software.




          “Impaired Sector-Carrier” means a Sector-Carrier that is [***]




          “Impairment Time” means the time during which an Impaired Sector-Carrier condition
exists.




          [***]




          [***]




          “Optical Distributed Unit” (ODU) means the unit which, connecting with the BTS through
optical link, serves as one cell or several logical sectors as the remote RF module of the BTS. It
also implements radio transmission over the air interface




          “Sector” means that portion of a Cell Site or ODU coverage area served by one or more
distinct receive antennas and one or more distinct transmit antennas. Sector coverage will be less
than the coverage provided from the entire Cell Site if the Cell Site consists of two or more
Sectors.




          “Sector-Carrier” means a Sector operating on a single frequency carrying CDMA 1X
and/or 1X EV DO.




          “Switch Site Network Element” means any Network Element not in a Cell Site.




          “System Element” means the Products required to perform radio, switching and/or system
element functions for a System or any Expansions; and may also be referred to as a “Network
Element” or “network element.




          “Total Outage” means:




          (i) for [***]the loss of 50% or more capacity for more than [***] of originations
and/or terminations (for either or both voice and data traffic) due to causes in the System
affecting the [***];






 




			
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          (ii) for [***] the loss of 50% or more capacity for more than [***]of originations
and/or terminations (for either or both voice and data traffic) due to causes in the System
affecting the [***];




          (iii) for [***], the loss of 50% or more capacity for more than [***] of
originations and/or terminations (for either or both voice and data traffic) due solely to causes
in the System affecting the [***] components;




          (iv) for [***], the loss of 50% or more capacity for more than [***] of originations
and/or terminations (for either or both voice and data traffic) due to causes in the System
affecting the [***].




          “Vendor’s Span of Control” means all areas of functionality and technology with
respect to a System that are not Company Span of Control areas.




          14.2 Liquidated Damages. The parties agree that damages for delay and lack of
Equipment availability and delivery are difficult to calculate accurately and not reasonably
determinable at the time of execution of this Agreement and, therefore, agree that liquidated
damages (the “Liquidated Damages”) shall be paid as set forth in Section 14. The parties
agree that Liquidated Damages are a reasonable estimation of the monetary damages suffered by the
Companies and are intended to compensate the Companies for the delay or performance by the Vendor
and are not a penalty. The payment of Liquidated Damages to Company shall be the Companies’ sole
monetary remedy for the delay giving rise to the Vendor’s obligation to pay the Liquidated Damages,
but shall not be deemed to limit the amount payable by the Vendor to any Company for breach of
contract and are in addition to all other remedies available to any Company under this Agreement
and applicable law, including without limitation the rights of Cricket to terminate this Agreement
pursuant to Section 22. In determining any period of delay or Vendor non-performance, the extent
of any delays or non-performance caused by any Company or attributable to an event of Force Majeure
shall not be counted in determining such period of delay or Vendor non-performance.




          14.3 Liquidated Damages Relating to Delivery and Commercial Launch.




     a) Liquidated Damages Relating to Delivery. Subject to Vendor’s receipt of Purchaser’s
Purchase Order(s) therefor, Vendor will deliver Equipment that meets or exceeds the Specifications
in accordance with the Equipment Delivery timeframes specified in Exhibit U for all Markets
launched after the Effective Date. The Equipment Delivery timeframes specified in Exhibit U are
only applicable if Company has (i) provided a procurement forecast in accordance with this
Agreement and provided a specific forecast of its intended purchases of such Equipment a minimum of
[***] prior to Vendor’s receipt of the Purchase Order(s) for such Equipment unless otherwise agreed





 




			
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to by the parties, and (ii) issued a Purchase Order for a quantity of Equipment that is no
more than [***] of the forecasted quantity, and (iii) issued Purchase Order(s) for such Equipment
in accordance with Vendor’s standard lead times as specified in Exhibit U.




     Vendor will pay to Company as Liquidated Damages, an amount equal to one and [***] of the Net
Price of the delayed Equipment [***] that delivery of such Equipment is delayed past the Equipment
Delivery Dates in Exhibit U (pro-rated on a daily basis for
periods of time less than one week),
provided, however, that in the event Vendor does delay in delivering Equipment but Commercial
Launch nevertheless occurs on or before the date agreed by the parties, then the Liquidated Damages
that would otherwise be payable by Vendor for such delay in delivery will not be payable.



     b) Liquidated Damages Relating to Commercial Launch. In the event Vendor fails to
achieve Commercial Launch on or before the date mutually agreed to by the parties, Vendor shall
pay, weekly in arrears, for the next eight (8) weeks commencing on the first day following the date
by which such Commercial Launch must be achieved (the “LD Commencement Date”), Liquidated
Damages to Cricket in an amount equal to [***] per week (pro-rated on a daily basis for periods of
time less than one week) of the aggregate purchase prices of the Products and Services in any
Market with respect to which such Commercial Launch has not been achieved. Such Liquidated Damages
shall be calculated based on the number of days elapsed between the LD Commencement Date and the
achievement of such Commercial Launch; provided that in the event that such Commercial Launch is
not achieved prior to the expiration of such eight (8) week period, thereafter Vendor shall pay,
weekly in arrears, additional Liquidated Damages to Cricket in an amount equal to [***] per week
(pro-rated on a daily basis for periods of time less than one week) of the aggregate purchase
prices of the Products and Services in any Market with respect to which such Commercial Launch has
not been achieved until such Commercial Launch has been achieved.



     c) If the delay in Commercial Launch is due to Vendor’s delay in delivering Equipment, then
Vendor will pay to Cricket as Liquidated Damages an amount equal to the higher of (i) Liquidated
Damages for the delay in delivering Equipment calculated pursuant to the terms of Section 14.3(a)
hereof, and (ii) Liquidated Damages relating to Commercial Launch calculated pursuant to the terms
of Section 14.3(b) hereof.



     d) In no event will (i) the cumulative total for all Liquidated Damages paid under this
Section 14.3 per Purchase Order exceed [***] of the aggregate Net Price of all [***], and (ii) the
overall cumulative total for all Liquidated Damages paid under this Section 14.3 during the Term
exceed [***].





 




			
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          14.4 Liquidated Damages for Vendor Product Outages.




          a) During the Term and assuming that such Network Element was purchased/licensed by Company
hereunder, Vendor will comply with the “Service Level Metrics” listed below during the first thirty
six (36) months after the Effective Date of the Agreement.




	 	 	 	 	 
	Network Element	 	Measurement	 	Outage Limit
	[***]
	 	Total Outage
	 	[***]per [***] pair per [***]period
	[***]
	 	Total Outage
	 	[***] per [***] per [***] period
	[***]
	 	Total Outage
	 	[***] per [***] per [***] period
	[***]
	 	Total Outage
	 	[***] per [***] per [***] period
	[***]
	 	Total Outage
	 	[***] per [***] per [***] period






Table : Total Outage Criteria




          Service Level Metrics are measured against Network Element components only. In the [***], when
one [***] fails and after the other takes over, the category of [***] will be applicable to the
remaining operational [***] when it fails.




          b) Performance is measured by the average number of Vendor Attributable Outage (defined below)
minutes on a 12 month basis commencing with Commercial Launch of the Initial System across the
respective Network Elements listed in the Table above that are purchased/licensed hereunder and
installed in a Market. With respect to each category of installed Network Elements, the Total
Outage calculation shall only include certain types of unplanned restarts, reloads and exchange
failures (of [***] or greater). Calculation of the Vendor Attributable Outage minutes for each
Total Outage event shall begin upon the earlier of (i) a Network Element outage alarm, or (ii)
statistics-reporting that identifies an outage, using as the start time the earliest time period
that indicates the Total Outage. For example, an un-alarmed outage occurring at 4:30 PM local time
that is first indicated by 100% call failure statistics in the 5:00-6:00 PM report, will trigger
the Total Outage calculation at 5:00 PM local time. Company will use reasonably commercial efforts
to notify Vendor of the applicable outage.




          c) “Vendor Attributable Outage” means all outages excluding any and all scheduled outages and
any other outages not solely and proximately caused by Vendor or any Products hereunder. A
scheduled outage is an outage of a planned duration specified and agreed to by the parties in
advance that resulted from scheduled or planned maintenance, installation, manual initialization or
other similar events. This includes, without limitation, such activities as planned parameter
loads, planned software/firmware changes, and planned system growth. Scheduled outages shall not
be included in any measure of Vendor’s performance.






 




			
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          d) The parties will meet to review Vendor’s performance against the Service Level Metrics.
Vendor Attributable Outages will be cumulative during the applicable rolling 12 months period for
each respective Network Element set forth above and compared against the Service Level Metrics
defined in Section 14.4(a). In the event that a Service Level Metric is exceeded for a measured
Network Element category during such time period, Vendor shall pay to Company, not as a penalty but
as Liquidated Damages, an amount equal to, respectively, for each [***] beyond such defined metric,
as follows: (i) [***] for each [***] and [***], (ii) [***] for each [***], and (iii) [***] for each
[***]. In the event that a Vendor Attributable Outage causes multiple Network Elements to be out
of service and a Service Level Metric is exceeded for a more than one of the measured Network
Element categories during such time period, Vendor shall be liable to pay Liquidated Damages only
for Network Element carrying the highest of the individually calculated Liquidated Damages. For the
avoidance of doubt, Vendor shall be liable to pay Liquidated Damages only once with respect to each
[***] beyond the defined metrics. Liquidated Damages payable under this Section 14.4 shall be
calculated and paid on a monthly basis.




          14.5 Liquidated Damages for Access Outages (Impaired Sector-Carrier, excluding the outage
caused by Core Network Outages). During the Warranty Period and for an additional [***] period
thereafter (such additional [***] period being the “Extended Access Outage Period”) for so
long as Company pays Annual Maintenance Fees, Vendor shall pay Liquidated Damages to Company for
any Impairment Time that is caused by or arises out of any event, occurrence, action, inaction,
failure or non-performance within the Vendor’s Span of Control as set forth in the following table.
Liquidated Damages payable under this Section 14.5 shall be calculated per Market and paid on a
monthly basis.




	 	 	 	 	 
	Impaired Sector-Carriers as a %	 	Liquidated Damages ($	 	Maximum Liquidated
	of total Sector Carriers per	 	per Minute of	 	Damages per Month for
	Market During Month	 	Impairment Time)	 	Such Impairment
	Less than 5%
	 	[***]
	 	[***]
	At least 5% but less than 15%
	 	[***]
	 	[***]
	At least 15% but less than 25%
	 	[***]
	 	[***]
	At least 25% but less than 50%
	 	[***]
	 	[***]
	More than 50%
	 	[***]
	 	[***]






     For purposes of illustration only, assume that a market has 264 on-air Sector-Carriers.
During one month, a 3-sector F2 site is diagnosed with an Equipment problem that results in all 6
Sector-Carriers becoming Impaired Sector-Carriers for 24 hours. These are the only Impaired
Sector-Carriers within the Vendor’s Span of Control this month. The total percentage of Impaired
Sector-Carriers this month is 6/264 = 2.3%. Because this is less than 5%, [***]. In a subsequent
month, there are a total of 45





 




			
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Impaired Sector-Carriers relating to the Vendor’s Span of Control per Market. The total Impaired
Sector-Carriers during this month is 45/264 = 17%. The total Impairment Time is the actual total
measured Impairment Time. Assuming that the total Impairment Time averages out to be 150 minutes
per Impaired Sector-Carrier, the total Liquidated Damages for Impairment Time during this month are
the lesser of [***] or 45 * [***] * 150 = $[***], or in this example, $[***].



To the extent that the Impairment triggers both an Impaired Sector-Carrier as described in Section
14.5 and an [***] Total Outage as described in Section 14.4 hereof, Vendor will pay to Company as
Liquidated Damages an amount equal to the higher of (i) Liquidated Damages for the Impaired
Sector-Carrier calculated pursuant to the terms of Section 14.5 hereof, and (ii) Liquidated Damages
relating to [***] Total Outage calculated pursuant to the terms of Section 14.4 hereof.




          14.6 System Capacity and Performance Warranty. Vendor warrants that each System and
all New Technology will, at all times during their respective Warranty Periods and thereafter for
so long as Company pays applicable Annual Maintenance Fees, meet or exceed all of the capacity and
performance requirements set forth on Exhibit M with respect to Systems, or on Exhibit N with
respect to New Technology (collectively, the “Capacity and Performance Warranty”). If at
any time the Capacity and Performance Warranty is breached, then Vendor shall have a period of
thirty (30) consecutive days from the date of such breach (the “Cure Period”) in which to
fully cure such breach and restore such System or New Technology into full compliance with capacity
and performance requirements set forth on Exhibit M with respect to Systems, or on Exhibit N with
respect to New Technology. If Vendor has not cured such breach by the end of the Cure Period, then
Vendor shall pay Liquidated Damages to Cricket in the amount of $[***] thereafter until such breach
is fully cured. In the event that such breach is not fully cured on or prior to [***] after the
date of such breach, then in addition to payment of such Liquidated Damages, Vendor agrees that
such breach shall be deemed to result in such System or New Technology failing to materially
operate in accordance with its Specifications for purposes of Section 14.6. Additionally, in the
event that Liquidated Damages in excess of [***] accrue under this Section 14.6 with respect to a
System or New Technology in any period of twelve (12) consecutive months, then effective on the
date that such Liquidated Damages exceed [***], such System or New Technology shall be deemed to
fail to materially operate in accordance with its Specifications for purposes of Section 14.6. The
Companies’ remedies under the Capacity and Performance Warranty are in addition to the Companies’
remedies under all other Warranties, including the Products and Services Warranty. If Company’s
traffic usage is substantially greater from the agreed upon call model assumptions as defined in
section 2 of Exhibit M, Vendor will not be held liable for meeting the capacity and performance
requirements as defined in this Agreement.






 




			
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          14.7 Refund of Products. If, at any time within [***] after the Substantial
Completion of a System (or the Initial System forming a part of such System) or New Technology,
such System or New Technology fails to materially operate in accordance with its Specifications,
then, provided that Cricket has paid all Annual Maintenance Fees that were due and payable on or
prior to such time, at Cricket‘s sole option, (i) Vendor shall
refund to each Purchaser in cash an amount equal to the unamortized portion of the aggregate
purchase prices and all installation charges paid by such Purchaser to Vendor with respect to all
Products and Services comprising a part of such System or New Technology, and (ii) Vendor shall pay
each Purchaser an additional [***] of the aggregate purchase price of all Products and Services
purchased by such Purchaser relating to or forming a part of such System or New Technology as
compensation for Companies’ costs and expenses related to the removal of Vendor’s Products from a
Market or System. In the event that Vendor pays a refund hereunder, each Purchaser shall return
such Products with respect to which a refund was paid to Vendor at Vendor’s sole cost and expense.
For purposes of this Section 14.7, the aggregate purchase prices and all installation charges paid
by such Purchaser with respect to all Products and Services comprising a part of such System or New
Technology shall be amortized at a rate of [***] over a [***] period commencing on Final Acceptance
of the System (or the Initial System forming a part of such System) or New Technology.




          14.8 Vendor Withdrawal. If (i) Vendor Withdraws at any time within five (5) years
after the Effective Date, and/or (ii) Any Company elects to remove Vendor’s Equipment from one or
more Markets due to Vendor’s failure to provide sufficient service pursuant to this Agreement in
such circumstances, then, in addition to all other rights and remedies available to the Companies,
at Cricket’s sole option, (i) Vendor shall refund to each Purchaser in cash an amount equal to the
unamortized portion of the aggregate purchase prices and all installation charges paid by such
Purchaser with respect to all Products and Services purchased hereunder by such Purchaser with
respect to such Markets, and (ii) Vendor shall pay each Purchaser an additional [***] of the
aggregate purchase price of all Products and Services with respect to such Markets purchased
hereunder by such Purchaser as compensation for Companies’ costs and expenses related to the
removal of Vendor’s Products from such Markets. In the event that Vendor pays a refund hereunder,
each Company shall return such Products with respect to which a refund was paid to Vendor at
Vendor’s sole cost and expense. For purposes of this Section 14.8, the aggregate purchase prices
and all installation charges paid by each Purchaser with respect to all Products and Services
comprising a part of such System shall be amortized at a rate of [***] over a [***] period
commencing on Final Acceptance of the System (or the Initial System forming a part of such System).




          14.9 Limitations.




          (a) The overall cumulative total for all Liquidated Damages paid by Vendor for Total Outage of
[***] and [***] under this Section 14 shall not exceed [***].






 




			
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          (b) The overall cumulative total for all Liquidated Damages paid by Vendor for Total Outage of
[***], under this Section 14 shall not exceed [***].




          (c) In no event will the overall cumulative total for all Liquidated Damages paid by Vendor
under this Section 14 exceed [***].




     SECTION 15. FORCE MAJEURE



          15.1 Excusable Delay. If the performance of this Agreement, or of any obligation
hereunder is prevented, restricted or interfered with by reason of fires, labor disputes,
embargoes, government ordinances, requirements or acts, civil or military authorities, acts of God
or of the public enemy, acts or omissions of carriers or other causes beyond the reasonable control
of the party whose performance is affected (“Force Majeure”), then the party affected, upon
giving prompt notice to the non-affected party, shall be excused from such performance on a
day-for-day basis to the extent of such prevention, restriction, or interference (and the
non-affected party shall likewise be excused from performance of its obligations on a day-for-day
basis to the extent the non-affected party’s obligations relate to the performance so prevented,
restricted or interfered with); provided that the party so affected shall use reasonable efforts to
avoid or remove such cause of non-performance and both parties shall proceed to perform their
obligations with dispatch whenever such causes are removed or cease.




          15.2 Notification. The party claiming the benefit of excusable delay hereunder shall
(i) promptly notify the non-affected party of the circumstances creating the failure or delay and
provide a statement of the impact of such party’s failure or delay and (ii) use reasonable efforts
to avoid or remove such causes of nonperformance, excusable failure or delay.




     SECTION 16. WARRANTIES



          16.1 Products and Services Warranty. Vendor warrants that all Products and Services
furnished under this Agreement will be free of Defects and Deficiencies and shall conform to the
applicable portions of the Specifications (the “Products and Services Warranty”) during the
applicable Warranty Period. Vendor’s obligations with respect to the Equipment and Services
Warranty shall be to attempt first to repair or replace at no additional cost or expense to any
Company, any Defective Products or correct any Deficient Services. If Vendor is unable to correct
such Defects or Deficiencies, Vendor shall provide a credit or refund based on the original
purchase price, and installation charges if installed
by Vendor. The Warranty Period for all Products and Services
repaired, replaced or
corrected under the Products and Services Warranty shall be the
longer of (i) [***]






 




			
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from the date of successful Installation and Integration of the repaired or replacement Products or
from the completion of the corrected Services, as applicable, and (ii) or the unexpired term of the
Warranty Period relating to the Product or Service replaced or corrected.




          16.2 Return of Products.  (a) For those Products not readily returnable by a Company, or where the applicable Company cannot
readily remove and reinstall the Products without incurring significant work and expense, and where
Vendor elects to repair or replace the Product, Vendor shall repair or replace the Product at the
Company’s Site. In the event Vendor does the repair work at the Company’s Site, Vendor shall be
responsible for replacement of cable and wire Products and for Site restoration.



          (b) If Vendor has elected to repair or replace a defective Product, and the Product is readily
returnable by the applicable Company without incurring material work or expense, such Company shall
remove and reinstall the Products and bear the shipping and transportation expense associated with
returning such Product to Vendor. In the event of such product causes material work or expense, all
shipping and transportation expenses associated with returning such Product to Vendor shall be
borne by Vendor. Vendor shall also pay all shipping and transportation expenses associated with
returning the repaired or replacing Product to the return destination designated by the Company.
All repaired or replacement Products shall satisfy the Specifications.




          16.3 Warranty Claim Procedures. (a) If any Company claims a breach of the Products
and Services Warranty, it shall notify Vendor of the claimed breach within a reasonable time after
its determination that a breach has occurred. The Company shall allow Vendor a reasonable
opportunity to inspect the Products, Services, or the System, as the case may be, on-Site in order
to effect the necessary repairs.




          (b) Vendor shall respond to such warranty claims for warranty Services in accordance with the
procedures described in Exhibit F.




          16.4 Technical Assistance. Vendor shall maintain a technical assistance center and
shall have technical support available to the Companies in accordance with the requirements set
forth in Exhibit F.




          16.5 Scope of Warranties. Unless otherwise stated herein, the Products and Services
Warranty shall not apply to:





          16.5.1 defective conditions or nonconformities to the extent resulting from the
following, if not consistent with applicable Specifications: unauthorized Company
modifications, misuse, neglect, accident or abuse;




          16.5.2 any Products or Services damaged by accident or disaster, including without
limitation, fire, flood, wind, water, lightning or power failure other



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than to the extent
that any such Products or Services should in accordance with the Specifications be able to
withstand any such events; or




          16.5.3 non-integral items normally consumed in operation or which has a normal life
inherently shorter than the Warranty Period (e.g., fuses, lamps, magnetic tape); or




          16.5.4 Equipment which have had their serial numbers or months and year of
manufacture removed or obliterated by any Company;


except when any such damage or defects are made, done or caused by Vendor or any of its
Subcontractors, their respective agents and employees.




          16.7 Third Party Warranties. If Vendor purchases or subcontracts for the manufacture
of any part of a System or Product or the performance of any of the Services to be provided
hereunder from a third party, the warranties given to Vendor by such third party shall inure, to
the extent assigned to the Companies pursuant to this Section 16 or permitted by law, to the
benefit of the Companies, and each Company shall have the right, at its sole discretion, to enforce
such warranties directly or through Vendor. The warranties of such third parties shall be in
addition to and shall not, unless otherwise expressly stated herein, be in lieu of any warranties
given by Vendor under this Agreement.




          16.8 Additional Sites. In the event that under the remedy provisions of this Section
16 Vendor is required to provide additional Switch(es) or BTS’s requiring additional Sites, the
applicable Company shall be responsible for all Site Acquisition.




          16.9 EXCLUSIVE REMEDIES. THE FOREGOING PRODUCT AND SERVICES WARRANTY AND REMEDIES ARE
EXCLUSIVE FOR THE PURPOSES OF ANY BREACH BY VENDOR OF THE PRODUCTS AND SERVICES WARRANTY AND ARE IN
LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE PROVIDED HOWEVER THAT THE REMEDIES SET FORTH
IN SECTIONS 14, 18 AND 22 SHALL NOT BE AFFECTED.




     SECTION 17. INSURANCE



     Vendor shall maintain insurance in accordance with the provisions set forth in Exhibit G.
Vendor shall cause its insurance carrier(s) to provide Cricket with an annual
certificate of insurance of such policy(ies), which shall name Cricket as an additional insured,
and shall provide Cricket with at least thirty (30) days’ prior written notice of any suspension,
reduction, or cancellation of coverage. Vendor shall notify Cricket at least thirty (30) days in
advance of any material change in such insurance coverage including without limitation, any change
in the insurance carrier(s).



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     SECTION 18. INDEMNIFICATION AND LIMITATION OF LIABILITY



          18.1 Indemnity. Subject to Section 18.3, (i) Vendor agrees to indemnify, defend and
hold harmless each Company and their respective directors, officers, employees, agents, successors
and assigns, and (ii) Cricket agrees and shall cause each Company to indemnify, defend and hold
harmless Vendor and its Affiliates and their respective directors, officers, employees, agents,
successors and assigns, from Losses and threatened Losses arising from, in the case of each of the
foregoing clauses (i) and (ii), in connection with, or based on allegations of, any of the
following:





	 	(a)	 	failure by the Person against whom indemnification is
asserted to observe or perform any duties or obligations to Subcontractors or
any third parties within the reasonable contemplation of this Agreement;
	 
	 	(b)	 	the death or bodily injury of any agent, employee, customer,
business invitee or any other person caused by the negligence, willful
misconduct or strict liability of the Person against whom indemnification is
asserted, its subcontractors or its or their respective employees,
contractors, agents or representatives; provided that, no Company shall have
any liability for any act or omission of Vendor or any Subcontractor, and
Vendor shall have no liability for any act or omission of any Company;
	 
	 	(c)	 	the damage, loss or destruction of any real or tangible
personal property caused by the negligence, willful misconduct or strict
liability of the Person against whom indemnification is asserted, its
subcontractors or its or their respective employees, contractors, agents or
representatives; provided that, no Company shall have any liability for any
act or omission of Vendor or any Subcontractor, and Vendor shall have no
liability for any act or omission of any Company;
	 
	 	(d)	 	any claim, demand, charge, action, cause of action or other
proceeding asserted against the Person seeking indemnification but arising out
of or resulting from an act or omission of the Person against whom
indemnification is asserted, its subcontractors or its or their respective
employees, contractors, agents or
representatives in its or their respective capacities as an employer;
provided that, no Company shall have any liability for any act or omission
of Vendor or any Subcontractor, and Vendor shall have no liability for any
act or omission of any Company; and
	 
	 	(e)	 	any breach or inaccuracy of any representation or warranty
made by the Person against whom indemnification is asserted in or pursuant to
this Agreement and any breach of any covenant or






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	 	 	 	agreement made by the Person
against whom indemnification is asserted in or pursuant to this Agreement.





          18.2 Claim for Losses. If a Claim is to be made by a Person entitled to
indemnification hereunder, the Person claiming such indemnification shall give a Claim Notice as
soon as practicable after the Person entitled to indemnification has knowledge of any event which
may give rise to Losses for which indemnification may be sought under this Agreement, provided,
however, no delay on the part of the Person seeking indemnification shall relieve the Person
against whom indemnification is sought from any obligation hereunder unless (and then solely to the
extent) such Person is thereby materially and actually prejudiced. If any lawsuit or enforcement
action is filed against any Person entitled to the benefit of indemnity hereunder, written notice
thereof shall be given to the Person against whom indemnification is asserted as promptly as
practicable (and in any event within fifteen (15) calendar days after the service of the citation
or summons). The indemnifying Person shall be entitled, if it so elects, (i) to defend such
lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the
same, at such Person’s cost, risk and expense, and (iii) to compromise or settle such Claim, which
compromise or settlement shall be made only with the written consent of the Person claiming such
indemnification (which may not be unreasonably withheld), unless such compromise or settlement (x)
includes an unconditional release in form and substance reasonably satisfactory to the indemnified
Person from all liability in respect of such Claim and (y) does not, in the reasonable judgment of
the indemnified Person, impose any burden, restraint, cost, liability, duty or other obligation on
or otherwise adversely affect or have the potential to adversely affect the Person claiming
indemnification, in which event such written consent shall not be required. If the Person against
whom indemnification is sought fails to assume the defense of such Claim within fifteen (15)
calendar days after receipt of the Claim Notice, the Person claiming such indemnification against
which such Claim has been asserted will (upon delivering notice to such effect) have the right to
undertake, at the expense of the Person against whom indemnification is sought, the defense,
compromise or settlement of such Claim on behalf of and for the account and risk of the Person
against whom indemnification is sought. In the event the Person claiming such indemnification
assumes the defense of the Claim, such Person will keep the Person against whom indemnification is
asserted reasonably informed of the progress of any such defense, compromise or settlement. The
indemnifying Person shall be liable for any settlement of any action effected pursuant to and in
accordance with this Agreement and for any final judgment, and the Person against whom
indemnification is asserted agrees to indemnify and hold harmless the
Person claiming indemnification from and against any Losses by reason of such settlement or
judgment.




          18.3 Limitation of Liability. The liability of each Company hereunder shall be
several and not joint, and no Company shall have any liability for any acts, omissions, breaches or
defaults by any other Company hereunder. In no event shall any Person, which includes both Cricket
and Vendor, against whom indemnification is asserted be liable to the Person seeking
indemnification for such Person’s special, indirect, incidental or consequential damages or lost
profits or revenues.



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     SECTION 19. REPRESENTATIONS AND WARRANTIES



          19.1 Representations and Warranties of Cricket. Cricket hereby represents and
warrants to Vendor as follows:





          19.1.1 Due Organization. Cricket is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware and has all requisite
corporate power and authority to own and operate its business and properties and to carry
on its business as such business is now being conducted and is duly qualified to do
business in all jurisdictions in which the transaction of its business in connection with
the performance of its obligations under this Agreement makes such qualification necessary
or required.




          19.1.2 Due Authorization; Binding Obligation. Cricket has full corporate
power and authority to execute and deliver this Agreement and to perform its obligations
hereunder, and the execution, delivery and performance of this Agreement by Cricket have
been duly authorized by all necessary corporate action on the part of Cricket; this
Agreement has been duly executed and delivered by Cricket and is the valid and binding
obligation of Cricket enforceable in accordance with its terms, except as enforcement
thereof may be limited by or with respect to the following: (i) applicable insolvency,
moratorium, bankruptcy, fraudulent conveyance and other similar laws of general application
relating to or affecting the rights and remedies of creditors; (ii) application of
equitable principles (whether enforcement is sought in proceedings in equity or at law);
and (iii) provided the remedy of specific enforcement or of injunctive relief is subject to
the discretion of the court before which any proceeding therefore may be brought.




          19.1.3 Non-Contravention. The execution, delivery and performance of this
Agreement by Cricket and the consummation of the transactions contemplated hereby will not
contravene its certificate of incorporation or by-laws and will not conflict with or result
in (i) a breach of or default under any material indenture, mortgage, lease, agreement,
instrument, judgment, decree, order or ruling applicable to it or by which it or any of its
properties is bound or affected, or (ii) a breach by Cricket of any Applicable Law.



          19.2 Representations and Warranties of Vendor. Vendor hereby represents and warrants
to Cricket as follows:





          19.2.1 Due Organization. Vendor is a corporation duly incorporated, validly
existing and in good standing under the laws of the state of Texas and has all requisite
corporate power and authority to own and operate its business and properties and to carry
on its business as such business is now being conducted and is duly qualified to do
business in all jurisdictions in which the transaction of its business in connection with
the performance of its obligations under this Agreement makes such qualification necessary
or required.



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          19.2.2 Due Authorization; Binding Obligation. Vendor has full corporate
power and authority to execute and deliver this Agreement and to perform its obligations
hereunder, and the execution, delivery and performance of this Agreement by Vendor have
been duly authorized by all necessary corporate action on the part of Vendor; this
Agreement has been duly executed and delivered by Vendor and is the valid and binding
obligation of Vendor enforceable in accordance with its terms, except as enforcement
thereof may be limited by or with respect to the following: (i) applicable insolvency,
moratorium, bankruptcy, fraudulent conveyance and other similar laws of general application
relating to or affecting the rights and remedies of creditors; (ii) application of
equitable principles (whether enforcement is sought in proceedings in equity or at law);
and (iii) provided the remedy of specific enforcement or of injunctive relief is subject to
the discretion of the court before which any proceeding therefore may be brought.




          19.2.3 Non-Contravention. The execution, delivery and performance of this
Agreement by Vendor and the consummation of the transactions contemplated hereby will not
contravene its certificate of incorporation or by-laws and will not conflict with or result
in (i) a breach of or default under any material indenture, mortgage, lease, agreement,
instrument, judgment, decree, order or ruling applicable to it or by which it or any of its
properties is bound or affected, or (ii) a breach by Vendor of any Applicable Law.




          19.2.4 Regulatory Approvals. All authorizations by, approvals or orders by,
consents of, notices to, filings with or other acts by or in respect of any Governmental
Entity or any other Person required in connection with the execution, delivery and
performance of this Agreement by Vendor have been obtained or shall be obtained in due
course.




          19.2.5 Non-Infringement. To the best of Vendor’s knowledge after reasonable
investigation, as of the Effective Date there are no actual claims or threatened or actual
suits in connection with patents or other Intellectual Property Rights that could
materially adversely affect Vendor’s ability to perform its obligations under this
Agreement.




          19.2.6 Requisite Knowledge. Vendor has all requisite knowledge, know-how,
skill, expertise and experience to satisfy its obligations in accordance with the terms of
this Agreement.




          19.2.7 Financial Capacity. Vendor has the financial, management and
manufacturing capacity and capabilities to satisfy its obligations in a timely manner in
accordance with the terms of this Agreement.



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     SECTION 20. TITLE AND RISK OF LOSS



          Title and risk of loss to Equipment shall pass from Vendor to the Purchaser upon delivery of
such Equipment to the Purchaser’s designated delivery location specified in the applicable Purchase
Order or to Purchaser’s designated warehouse, provided that nothing in this Section shall relieve
any Person from responsibility for loss or damage resulting from the acts or omissions of such
Person, its employees or agents.




     SECTION 21. DISPUTE RESOLUTION



          21.1 Dispute Resolution. In the event any controversy, claim, dispute, difference or
misunderstanding between Company, on the one hand, and Vendor, on the other, arises out of or
relates to this Agreement, any term or condition hereof, any of the Work to be performed hereunder
or in connection herewith, Vendor and Cricket shall designate managers to meet and negotiate in
good faith in an attempt to amicably resolve such controversy, claim, dispute, difference or
misunderstanding in writing. Such managers shall meet for this purpose within ten (10) Business
Days, or such other time period mutually agreed to by the Vendor and Cricket, after written notice
from either party. If the Vendor and Cricket are unable to resolve the controversy, claim,
dispute, difference or misunderstanding through good faith negotiations within ten (10) Business
Days after such meeting or meetings, Vendor and Cricket shall, within five (5) Business Days after
the expiration of such ten (10) Business Day period, prepare a written position statement which
summarizes the unresolved issues and such Person’s proposed resolution. Such position statement
shall be delivered by Vendor to Cricket’s Chief Executive Officer and by Cricket to Vendor’s
corresponding officer or representative for resolution within (5) Business Days, or such other time
period mutually agreed to by Cricket and Vendor. To the extent any Company seeks to enforce its
rights hereunder, it shall use the same procedures as set forth in this Section 21.1 for Cricket.
In the event that any dispute, controversy or claim which may arise between the parties hereto in
connection with this Agreement or any schedule or Exhibit attached hereto is not resolved within
the time periods specified in this Section 21.1, each Party shall be entitled to pursue any and all
remedies that are available to it at law or in equity.




          21.2 Tolling. All applicable statutes of limitation shall be tolled to the extent
permitted by Applicable Law while the dispute resolution procedures specified in this
Section are pending, and nothing herein shall be deemed to bar any Company or Vendor from taking
such action as such Company or Vendor may reasonably deem to be required to effectuate such
tolling.




     SECTION 22. TERMINATION AND EVENTS OF DEFAULT



          22.1 Termination by Cricket. Cricket may, at its sole option, terminate this
Agreement, in its entirety, for convenience upon thirty (30) days’ prior written notice at any time
without any penalty or payment obligation, except as provided in Section 22.5 below.



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Any Purchase Orders issued by any Purchaser prior to any such termination above shall remain in
effect and shall be fulfilled to the extent that such orders are outstanding as of the date of such
termination. In the event of any termination of this Agreement by Cricket, no Company shall have
any liability to Vendor for any future purchases or commitments.




          22.2 Vendor Events of Default. The following events each constitute a “Vendor
Event of Default”:





          (a) Vendor (i) files a voluntary petition in bankruptcy or has an involuntary petition
in bankruptcy filed against it that is not dismissed within sixty (60) days of such
involuntary filing, (ii) admits the material allegations of any petition in bankruptcy
filed against it, (iii) is adjudged bankrupt, (iv) is unable generally to pay its debts as
they mature, (v) makes a general assignment for the benefit of its creditors, or if a
receiver is appointed for all or a substantial portion of its assets and is not discharged
within sixty (60) days after his appointment, or (vi) Vendor commences any proceeding for
relief from its creditors in any court under any state insolvency statutes; or




          (b) Vendor violates any Applicable Laws or Applicable Permits which has a material
adverse effect on the business, financial condition or operations of any Company or on any
Products or Systems (“Material Adverse Effect”); or




          (c) Vendor allows material Defects and Deficiencies to exist; or




          (d) Vendor fails to fulfill its obligations with respect to the satisfaction,
discharge or bonding of liens as set forth herein; or




          (e) Vendor abandons or ceases for a period in excess of thirty (30) days its
performance of the Work (except as a result of Force Majeure or a casualty which is fully
covered by insurance or as to which other provisions reasonably acceptable to Cricket are
being diligently pursued); or




          (f) Vendor assigns or subcontracts Work other than as provided for in this Agreement
which could reasonably be expected to result in a Material Adverse Effect; or




          (g) Vendor misses any Guaranteed Substantial Completion Date or Commercial Launch
date, due solely to non or delayed performance by Vendor, for any System by a period in
excess of one hundred-fifty (150) days; provided that such failure to achieve such date was
not caused by (i) a Force Majeure event or (ii) any act or omission of any Company; or




          (h) Vendor otherwise materially breaches any provision of this Agreement.



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          22.3 Remedies. If any Vendor Event of Default exists, Cricket may, in addition to
and without prejudice to any other rights or remedies of any Company in this Agreement or at law or
in equity, do one or more of the following:





          (a) require Vendor, at no additional charge to any Company, to complete or assist
others with the completion of all ordered but unfinished Work, including the sharing with
Cricket all relevant engineering and design data, procurement data, manufacturing data,
construction and erection data, start-up and testing data, materials, and Products that
shall become part of such unfinished System or the specified Systems, which Vendor would
otherwise have been required to deliver to a Purchaser pursuant to the terms of this
Agreement but for the breach, under reasonably appropriate non-disclosure agreements; or




          (b) direct that Vendor assign its Subcontractor agreements to Cricket without any
change of price or conditions therein or penalty or payment therefor.



     Unless otherwise specified herein, the remedies of Cricket and the other Companies contained
in this Agreement are cumulative with one another and with any other remedies which they may have
at law, in equity, under any agreements of any type, or otherwise, and the exercise or failure to
exercise any remedy shall not preclude the exercise of that remedy at another time or of any other
remedy at any time.



          22.4 Discontinuance of Work. Upon any notification of termination by Cricket, Vendor
shall immediately discontinue all of the Work under all Purchase Orders (unless such notice of
termination directs otherwise), and, as more fully set forth in Section 22.3, deliver to Cricket
copies of all data, drawings, specifications, reports, estimates, summaries, and such other
information, and materials as may have been accumulated by Vendor in performing the Work, whether
completed or in process, which Vendor would otherwise have been required to deliver pursuant to
this Agreement. Furthermore, Vendor shall assign, assemble and deliver to Cricket all related
purchase orders and Subcontractor agreements.




          22.5 Payments. If Cricket terminates this Agreement, Vendor shall not be entitled to
receive further payment other than payments due and payable and for Work performed as of the date
of termination under this Agreement and not subject to dispute prior to such termination
(provided that any such disputed amounts shall be paid by such Purchaser when and
if such dispute is in fact resolved). Notwithstanding anything herein to the contrary, such
Purchaser may withhold payments, if any, to Vendor for the purposes of offset of amounts owed to
such Purchaser pursuant to the terms of this Agreement until such time as the exact amount of
damages due the Companies from Vendor is fully determined by a court of competent jurisdiction.




          22.6 Continuing Obligations. Termination of this Agreement for any reason (i) shall
not relieve any Person of its obligations with respect to the confidentiality of the Proprietary
Information as set forth in Section 24.18, (ii) shall not relieve any Person of any




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obligation which applies to it and which expressly or by implication survives termination, and
(iii) except as otherwise provided in any provision of this Agreement expressly limiting the
liability of any Person, shall not relieve any Person of any obligations or liabilities for loss or
damage to ay other Person arising out of or caused by acts or omissions of such Person prior to the
effectiveness of such termination or arising out of its obligations as to portions of the Work
already performed or of obligations assumed by Vendor prior to the date of such termination.




          22.7 Vendor’s Right to Terminate. In addition to and without prejudice to any other
rights or remedies of the Vendor in this Agreement or at law or in equity, Vendor shall have the
option to terminate this Agreement without any penalty or payment obligations, other than
undisputed payment obligations outstanding as of the date of any such termination pursuant to the
terms of this Agreement if:





          (a) Cricket (i) files a voluntary petition in bankruptcy or has an involuntary
petition in bankruptcy filed against it that is not dismissed within sixty (60) days of
such involuntary filing, (ii) admits the material allegations of any petition in bankruptcy
filed against it, (iii) is adjudged bankrupt, (iv) makes a general assignment for the
benefit of its creditors, or if a receiver is appointed for all or a substantial portion of
its assets and is not discharged within sixty (60) days after his appointment, or (v)
commences any proceeding for relief from its creditors in any court under any state
insolvency statutes, and any such filing, proceeding, adjudication or assignment as
described herein above shall otherwise materially impair Cricket’s ability to perform its
obligations under this Agreement; or




          (b) a Purchaser fails to make payments of undisputed amounts due to Vendor pursuant
to the terms of this Agreement which are more than sixty (60) days overdue,
provided that such failure has continued for at least thirty (30) days
after Vendor has notified such Purchaser and Cricket of its right and intent to so
terminate on account of such overdue amount; or




          (c) Cricket materially breaches any provision of this Agreement other than a breach
to which Section 22.7(b) is applicable, and after Vendor having provided thirty (30) days’
prior written notice, such Company shall have failed (i) to commence to cure the default
within five (5) Business Days of delivery of such notice, and (ii) to diligently pursue
such cure.



     SECTION 23. SUSPENSION



     Each Purchaser may at any time issue a Change Order to Vendor to suspend all or any part of
the Work under any Purchase Order for such period of time as such Purchaser may reasonably
determine to be appropriate. Any such Change Order shall be handled in accordance with the
provisions of Section 9 hereof.



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     SECTION 24. MISCELLANEOUS



          24.1 Amendments. The terms and conditions of this Agreement may only be amended by
mutually agreed contract amendments. Each amendment shall be in writing and shall identify the
provisions to be changed and the changes to be made. Agreement amendments shall be signed by duly
authorized representatives of each of Vendor and Cricket.




          24.2 Company Liabilities. Vendor understands and agrees that no third party shall
guarantee or otherwise be in any way liable with respect to any obligations or liabilities of any
Company, except as otherwise expressly provided in this Agreement.




          24.3 Offset. Vendor hereby waives any right of offset of amounts owed by any Company
to Vendor pursuant to the terms of this Agreement.




          24.4 Assignment. Except as otherwise permitted herein, neither this Agreement nor
any portion hereof may be assigned by Cricket or Vendor without the express prior written consent
of the others. Cricket may, without the consent of Vendor or ProCo, collaterally assign its rights
hereunder (including, but not limited to, all licenses with respect to the Software) to any or all
parties providing financing for Cricket or any Affiliate of Cricket with the exception of financing
provided by a Competitor of Vendor. If requested by Cricket, Vendor shall within seven (7)
calendar days of such request provide a written consent to any such assignment. The foregoing
rights and obligations are in addition to those set forth elsewhere in this Agreement. Any
attempted assignment in violation of the terms of this Agreement shall be null and void. Subject
to the foregoing, this Agreement shall bind and inure to the benefit of Cricket and Vendor, their
successors and permitted assigns.




          24.5 Notices. Except as otherwise expressly stated herein, all notices, requests,
demands and other communications which are required or may be given under this Agreement shall be
in writing and shall be deemed to have been duly given when received if personally delivered; when
transmitted if transmitted by telecopy, electronic or digital transmission method; the day after it
is sent, if sent for next day delivery to a domestic address by recognized overnight delivery
service; and three (3 ) days after sending, if sent by certified or registered mail, postage
prepaid, return receipt requested. All notices shall be addressed as follows:




          If to Cricket or any Company:



Cricket Communications, Inc.

10307 Pacific Center Court

San Diego, California 92121

Attention: Chief Executive Officer



Telephone: (858) 882-6000

Facsimile: (858) 882-6080




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With a copy to:

Sr. Vice President, General Counsel

10307 Pacific Center Court

San Diego, California 92121



Telephone: (858) 882-6000

Facsimile: (858) 882-6080




          If to Vendor:



Futurewei Technologies, Inc.

1700 Alma Drive, Suite 100

Plano, Texas 75075

Attention: Contracts Department

Telephone: (972)-509-5599

Facsimile: (972)-543-5899



By written notice provided pursuant to this subsection, Cricket, any Company and Vendor may change
its designated addressee for purposes of giving notices under this Agreement.




          24.6 Governing Law. This Agreement is governed by the laws of the State of
California, without regard to principles of conflict of laws. This Agreement shall be deemed to be
made and executed in the State of California.




          24.7 Remedies. Subject to Section 21 hereof, Cricket, ProCo, each other Company and
Vendor shall be entitled to pursue any and all rights and remedies that are available to it at law
or in equity.




          24.8 Consent to Jurisdiction. Vendor (i) hereby irrevocably submits to the exclusive
jurisdiction of the United States District Court located in the Southern District of California or
the state courts of the State of California located in San Diego, California for the purpose of any
action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or
investigation arising out of or based upon this Agreement or relating to the subject matter hereof,
(ii) hereby waives, to the extent not prohibited by applicable law, and agrees not to assert, by
way of motion, as a defense or otherwise, in any such action, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that-any such proceeding brought in one of the above-named courts is
improper, or that this Agreement or the subject matter hereof may not be enforced in or by such
court, and (iii) hereby agrees not to commence any action, claim, cause of action or suit (in
contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon
this Agreement or relating to the subject matter hereof other than before one of the above-named
courts nor to make any motion or take any other action seeking or intending to cause the transfer
or removal of any such action, claim, cause of action or




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suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than
one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Vendor
consents to service of process in any such proceeding in any manner permitted by California law,
and agrees that service of process by registered or certified mail, return receipt requested, at
its address specified herein.




          24.9 Compliance with Law. Cricket, each Company and Vendor shall comply with all
Applicable Laws in the performance of this Agreement.




          24.10 Headings. The headings given to the Sections and subsections herein are
inserted only for convenience and are in no way to be construed as part of this Agreement or as a
limitation of the scope of the particular Section or subsection to which the title refers.




          24.11 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under such applicable law, but, if any
provision of this Agreement shall be held to be prohibited or invalid in any jurisdiction, the
remaining provisions of this Agreement shall remain in full force and effect and such prohibited or
invalid provision shall remain in effect in any jurisdiction in which it is not prohibited or
invalid.




          24.12 Waiver. Unless otherwise specifically provided by the terms of this Agreement,
no delay or failure to exercise a right resulting from any breach of this Agreement shall impair
such right or shall be construed to be a waiver thereof, but such right may be exercised from time
to time as may be deemed expedient. A waiver of any representation, warranty or covenant contained
in this Agreement shall be limited to the particular breach so waived and not be deemed to waive
any other breach under this Agreement.




          24.13 Public Statements and Advertising. (a) Neither Vendor nor any Company shall
issue any public statement (or any private statement unless required in the performance of the
Work) relating to or in any way disclosing any aspect of the Work or any System including the
scope, the specific terms of this Agreement, extent or value of the Work or any System. Express
written consent of Cricket is required prior to the invitation of or permission to any reporter or
journalist to enter upon the System or any part thereof. Vendor agrees not to use for publicity
purposes any photographs, drawings or materials describing any System without obtaining the prior
written consent of Cricket, which consent shall not be unreasonably withheld. Cricket agrees not
to use for publicity purposes any photographs, drawings or materials describing Vendor’s products
and services without obtaining the prior written consent of Vendor, which consent shall not be
unreasonably withheld, except that any Company may refer to Vendor as a provider of Products and
Services to any Company in any public statement without Vendor’s consent. This subsection shall
not prohibit the provision of necessary information to prospective Subcontractors and Vendor’s or
any Company’s personnel, agents or consultants or other disclosures which are required by
Applicable Law, including without limitation federal and state securities laws and regulations
applicable to Vendor or any Company, or any Affiliate




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thereof. All other such public disclosures by any Company or Vendor require the prior written
consent of the other Person.




          (b) Cricket and Vendor shall submit to the other proposed copies of all advertising (other
than public statements or press releases) wherein the name, trademark or service mark of the other
Person or its Affiliates is mentioned; and neither any Company nor Vendor shall publish or use such
advertising without the other Person’s prior written approval. Such approval shall be granted as
promptly as possible and shall not be unreasonably withheld. Cricket and Vendor acknowledge that
the obtaining of prior written approval for each such use pursuant to this subsection may be an
administrative burden. At the request of either Cricket or Vendor, Cricket and Vendor shall
establish mutually acceptable guidelines for the uses specified therein. Such guidelines shall be
subject to change from time to time at the reasonable request of either Cricket or Vendor.




          24.14 Records and Communications. Procedures for keeping and distributing orderly
and complete records of the Work and its progress are stated in the Exhibits. The procedures so
established shall be followed throughout the course of the Work unless Cricket and Vendor mutually
agree in advance in writing to revise the procedures. Procedures for communications among Cricket
and Vendor are stated in the Exhibits. The procedures so established shall be followed throughout
the course of the Work unless Cricket and Vendor mutually agree in advance and in writing to revise
such procedure.




          24.15 Ownership of Specifications. The Specifications shall constitute the
Proprietary Information of Cricket and Vendor to the extent of each such Person’s contribution to
the Specifications. Neither Cricket nor Vendor shall use those parts of the Specifications
contributed by the other Person or any part of the Proprietary Information of the other Person for
any purpose other than fulfilling or exercising their respective rights or obligations under this
Agreement.




          24.16 Financing Requirements. Vendor acknowledges that the attainment of financing
for construction of Systems may be subject to conditions that are customary and appropriate for the
providers of such financing. Therefore, Vendor agrees to promptly consider any reasonable
amendment to or modification or assignment of this Agreement required by such providers (including,
without limitation, any pertinent industrial development authority or other similar governmental
agency issuing bonds for financing of the System) which do not materially modify the scope of
Vendor’s Work in order for any Company to obtain such financing. In the event that any such
amendment or modification materially increases Vendor’s risk or costs hereunder, Cricket and Vendor
shall negotiate in good faith to adjust pricing matters, and to equitably adjust such other
provisions of this Agreement, if any, which may be affected thereby, to the extent necessary to
reflect such increased risk or costs.




          24.17 Cricket Review, Comment and Approval. To the extent that various provisions of
this Agreement provide for any Company’s review, comment, inspection, evaluation, recommendation or
approval, Cricket may at its option do so in conjunction or




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consultation with Vendor. To the extent that this Agreement requires any Company to submit,
furnish, provide or deliver to Vendor any report, notice, Change Order, request or other items,
Cricket may at its option and upon written notice to Vendor designate a representative to submit,
furnish, provide or deliver such items as the Company’s agent therefor. To the extent that various
provisions of this Agreement provide that any Company may order, direct or make requests with
respect to performance of the Work or is provided access to the System sites or any other site,
Cricket may at its option and upon written notice to Vendor authorize a representative to act as
the Company’s agent therefor. Upon receipt of such notice, Vendor shall be entitled to rely upon
such authorization until a superseding written notice from Cricket is received by Vendor.




          24.18 Confidentiality. (a) All information which is identified as proprietary or
confidential by the disclosing Person, including without limitation all oral and written
information (including, but not limited to, determinations or reports by arbitrators pursuant to
the terms of this Agreement), disclosed to the other Person is deemed to be confidential,
restricted and proprietary to the disclosing Person (hereinafter referred to as “Proprietary
Information”). Cricket and Vendor agree to use the Proprietary Information received from the
other Person only for the purpose of this Agreement. Except as specified in this Agreement, no
other rights, and particularly licenses, to trademarks, inventions, copyrights, patents, or any
other intellectual property rights are implied or granted under this Agreement or by the conveying
of Proprietary Information between the parties. Proprietary Information supplied is not to be
reproduced in any form except as required to accomplish the intent of, and in accordance with the
terms of, this Agreement. The receiving Person shall provide the same care to avoid disclosure or
unauthorized use of Proprietary Information as it provides to protect its own similar proprietary
information but in no event shall the receiving Person fail to use reasonable care under the
circumstances to avoid disclosure or unauthorized use of Proprietary Information. All Proprietary
Information shall be retained by the receiving Person in a secure place with access limited to only
such of the receiving Person’s employees, subcontractors, third parties or agents who need access
thereto to fulfill their duties in such capacity. All Proprietary Information, unless otherwise
specified in writing (i) remains the property of the disclosing Person, (ii) shall be used by the
receiving Person only for the purpose for which it was intended, and (iii) such Proprietary
Information, including all copies of such information, shall be returned to the disclosing Person
or destroyed after the receiving Person’s need for it has expired or upon request of the disclosing
Person, and, in any event, upon termination of this Agreement. At the request of the disclosing
Person, the receiving Person shall furnish a certificate of an officer of the receiving Person
certifying that Proprietary Information not returned to disclosing Person has been destroyed. For
the purposes hereof, Proprietary Information does not include information which:





	 	(i)	 	is published or is otherwise in the public domain through no
fault of the receiving Person at the time of any claimed disclosure or
unauthorized use by the receiving Person;





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	 	(ii)	 	prior to disclosure pursuant to this Agreement is properly
within the possession of the receiving Person as evidenced by reasonable
documentation to the extent applicable;
	 
	 	(iii)	 	subsequent to disclosure pursuant to this Agreement is
lawfully received from a third party having rights in the information without
restriction of the third party’s right to disseminate the information and
without notice of any restriction against its further disclosure;
	 
	 	(iv)	 	is independently developed by the receiving Person or is
otherwise received through parties who have not had, either directly or
indirectly, access to or knowledge of such Proprietary Information;
	 
	 	(v)	 	is transmitted to the receiving Person after the disclosing
Person has received written notice from the receiving Person after termination
or expiration of this Agreement that it does not desire to receive further
Proprietary Information;
	 
	 	(vi)	 	is obligated to be produced under order of a court of
competent jurisdiction or other similar requirement of a Governmental Entity,
so long as the Person required to disclose the information provides the other
Person with prior notice of such order or requirement and its cooperation to
the extent reasonable in preserving its confidentiality; or
	 
	 	(vii)	 	the disclosing Person agrees in writing is free of such
restrictions.





          (b) Notwithstanding anything herein to the contrary, any Company may disclose the Proprietary
information of Vendor to any other Company.




          (c) Notwithstanding anything herein to the contrary, Cricket or its Affiliates may disclose
the Proprietary information of Vendor (i) in connection with any rule, regulation or requirement of
or filing with the Securities and Exchange Commission, any exchange, market or other entity on or
through which any of Cricket’s or any of its Affiliates’ securities are or are proposed to be
traded; or (ii) to financial institutions and insurance companies to the extent necessary or
desirable for Cricket or any Affiliate to obtain or maintain financing or insurance. This
subsection shall not prohibit the provision of necessary information to prospective Subcontractors
and Vendor’s or any Company’s personnel, agents or consultants or other disclosures which are
required by Applicable Law, including without limitation federal and state securities laws and
regulations applicable to Vendor or any Company, or any Affiliate thereof. All other such public
disclosures by any Company or Vendor require the prior written consent of the other Person.




          (d) Because damages may be difficult to ascertain, Cricket and Vendor agree, without limiting
any other rights and remedies specified herein, an injunction may be sought against the Person who
has breached or threatened to breach this subsection. Cricket and Vendor each represents and
warrants that it has the right to disclose all Proprietary




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Information which it has disclosed to the other Person pursuant to this Agreement, and Cricket and
Vendor each agrees to indemnify and hold harmless the other Person from all claims by a third party
related to the wrongful disclosure by the Person against who indemnification is sought of such
third party’s proprietary information.




          24.19 Entirety of Agreement; No Oral Change. This Agreement and the Specifications
and Exhibits hereto constitute the entire contract between Cricket and Vendor with respect to the
subject matter hereof, and supersede all proposals, oral or written, all previous negotiations, and
all other communications between Cricket and Vendor with respect to the subject matter hereof. No
modifications, alterations or waivers of any provisions herein contained shall be binding on an
Cricket and Vendor unless evidenced in writing signed by duly authorized representatives of such
Cricket and Vendor as set forth in this Agreement.




          24.20 Relationship of the Parties. Nothing in this Agreement shall be deemed to
constitute any Company as a partner, agent or legal representative of Vendor, or Vendor as a
partner, agent or legal representative of any Company or to create any fiduciary relationship
between any Company and Vendor. Vendor is and shall remain an independent contractor in the
performance of this Agreement, maintaining complete control of its personnel, workers,
Subcontractors and operations required for performance of the Work. This Agreement shall not be
construed to create any relationship, contractual or otherwise, between any Company and any
Subcontractor, except to establish Cricket as a third party beneficiary of Vendor’s contacts with
Subcontractors as provided herein. Each Company is an intended third party beneficiary of all of
Vendor’s covenants and obligations hereunder and all rights of Cricket and/or the Companies
hereunder.




          24.21 Discretion. Notwithstanding anything contained herein to the contrary, to the
extent that various provisions of this Agreement call for an exercise of discretion in making
decisions or granting approvals or consents, the Cricket and Vendor shall be required to exercise
such discretion, decision or approvals and in good faith.




          24.22 Non-Recourse. Other than Cricket, no past, present or future limited or
general partner in any Company, no parent or other affiliate of any Company, and no officer,
employee, servant, executive, director, agent or authorized representative of any of them (each, an
“Operative”) shall be liable by virtue of any direct or indirect ownership interest or
other relationship for payments due under this Agreement or for the performance of any obligation,
or breach of any representation or warranty made by Cricket hereunder. The sole recourse of Vendor
for satisfaction of the obligations of Cricket under this Agreement shall be against Cricket and
Cricket’s assets, and in each case not against any other Operative or any assets or property of any
such Operative, except as otherwise expressly provided herein. In the event that a default occurs
in connection with such obligations, no action shall be brought against any such Operative by
virtue of its direct or indirect ownership interest in Cricket.




          24.23 Improvements, Inventions and Innovations. All rights in any improvements,
inventions, and innovations made solely by any Company or Companies




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shall vest in such Companies, and such Companies shall have the right to exploit such improvements,
inventions, and innovations. All rights in any improvements, inventions and innovations made
solely by Vendor shall vest in Vendor, and Vendor and its Affiliates shall have the right to
exploit such improvements, inventions and innovations. All rights in any improvements, inventions
and innovations made by the substantial contribution of Vendor and any Company(ies) (“Joint
Information”) shall vest jointly in Vendor and such Company(ies). Joint Information does not
include any underlying information owned by any Company or Vendor prior to commencement of such
joint activities or developed beyond the scope of such joint activities, including Products and
Product information, technical information or inventions developed prior to the commencement of any
joint activities, developed outside of the scope of such joint activities or developed solely by
the Companies or Vendor. The rights of joint ownership to such Joint Information shall be rights
of full non-exclusive worldwide ownership, including rights to license and transfer. Each Company
and Vendor may exploit its rights to the Joint Information independent of the other and may retain
all economic benefits thereof, no Company nor Vendor shall have any obligation to account to the
other for profits derived from the Joint Information and each Company and Vendor shall have full
rights to enforce the Joint Information intellectual property rights against non-authorized users.




          24.24 Attachments and Incorporations. All Exhibits attached hereto are hereby
incorporated by reference herein and made a part of this Agreement with the same force and effect
as though set forth in their entirety herein.




          24.25 Conflicts. In the event of any conflict or inconsistency among the provisions
of the main body of this Agreement and the Exhibits and other documents attached hereto and
incorporated herein, such conflict or inconsistency shall be resolved by giving precedence to the
main body of this Agreement first, and thereafter to the Exhibits and Specifications.




          24.26 References to Certain Sources. Reference to standard specifications, manuals
or codes of any technical society, organization or association or to the laws or regulations of any
Governmental Entity, whether such reference is specific or by implication, by this Agreement, means
the latest standard specification, manual, code, laws or regulations in effect at the time of such
reference, except as may be otherwise specifically agreed to by Cricket. However, no provision of
any reference, standard, specification, manual or code (whether or not specifically incorporated by
reference in this Agreement) shall be effective to change the duties and responsibilities of any
party from those set forth in this Agreement; provided that nothing contained in
this Agreement shall require any Company or Vendor to violate then existing and enforceable
Applicable Laws.




          24.27 Counterparts. This Agreement may be executed by one or more of the parties to
this Agreement on any number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.




          24.28 Cooperation. Vendor acknowledges that the Companies may have one or more third
party vendors, contractors and other personnel engaged to provide work,




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equipment or services in connection with or related to this Agreement. Vendor agrees to reasonably
communicate and cooperate with such third parties at all times and, at the request of any Company,
coordinate Vendor’s and Vendor’s Subcontractors’ activities hereunder with the activities of such
third parties.




          24.29 Survival. Notwithstanding any expiration or termination of this Agreement, the
provisions of Sections 1, 2.4, 2.5, 4.8, 5.1(b), 10, 11, 12, 13, 16, 18, 24.18 and 24.23 and any
other provisions that based on their content are intended to survive shall continue in full force
and effect.




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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	VENDOR:	 	 
	 
	 	 	 	 
	FUTUREWEI TECHNOLOGIES, INC.,	 	 
	a Texas corporation	 	 
	 
	 	 	 	 
	By:

	 	          /s/ Hu Hou Kun	 	 
	 

	 	 	 	 
	 

	 	Name: Hu Hou Kun	 	 
	 

	 	Title: President	 	 
	 
	 	 	 	 
	CRICKET:	 	 
	 
	 	 	 	 
	CRICKET COMMUNICATIONS, INC.,	 	 
	a Delaware corporation	 	 
	 
	 	 	 	 
	By:

	 	          /s/ Glenn Umetsu	 	 
	 

	 	 	 	 
	 

	 	Name: Glenn Umetsu	 	 
	 

	 	Title: EVP & CTO	 	 






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Exhibit A




SCOPE OF WORK









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Table of Content




	 	 	 	 	 
	I. SCOPE OF WORK
	 	 	3	 
	 
	 	 	 	 
	II. INSTALLATION AND COMMISSIONING
	 	 	5	 
	 
	 	 	 	 
	III. ACCEPTANCE TESTING AND HANDOVER
	 	 	8	 
	 
	 	 	 	 
	IV. APPENDIX A
	 	 	10-22	 
	 
	 	 	 	 
	V. APPENDIX B
	 	 	23-26	 
	 
	 	 	 	 
	VI. APPENDIX C
	 	 	26	 
	 
	 	 	 	 
	VII. APPENDIX D
	 	 	26	 
	 
	 	 	 	 
	VIII. APPENDIX E
	 	 	27	 
	 
	 	 	 	 
	VIII. APPENDIX F
	 	 	27	 






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In the event of any conflict or inconsistency between the terms of the Amended and Restated System
Equipment Purchase Agreement and this exhibit, such conflict or inconsistency shall be resolved by
giving precedence to the Agreement.




I. SCOPE OF WORK





	 	1.	 	PURPOSE




The purpose of this document is to state the requirements from customer (Owner) and vendor (Vendor)
for the implementation and commercial launch of new Markets.



This Scope of Work (SOW) sets forth the terms and conditions under which Vendor shall
supply/perform all tasks specified in the SOW hereto under the terms and conditions of this
agreement as follows.





	 	•	 	Vendor shall design, engineer, and supply all specified tasks to meet the requirements as
stipulated in the contract.
	 
	 	•	 	Both Owner and Vendor have the right to request written clarification on the SOW and such
requests must be in writing with one calendar week response time from date of receipt.






	 	2.	 	SCOPE




The SOW shall meet the Owner contractual requirements listed below.



The following specifies Vendor engineering, delivery and installation services at all Owner project
Sites in the new Markets.




2.1 Engineering Services



Vendor engineers will perform surveys on the central office Sites(Switch room only) as it pertains
to its own equipment and provide Owner with drawings. Owner will provide Vendor, for Site surveys,
the Site specific installation details, Equipment layouts; cable runs and Equipment inter-connect
drawings as part of the Site drawings.



Vendor engineers will document any/all special requirements by Owner in the Vendor Engineering
Memorandum for signature by Owner.




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Vendor will perform Site inspections subject to Owner approval on the Installation Environment
Check List. (See Exhibit L)



The survey documentation will include but may not be limited to the following.





	•	 	Drawings for cabinet installation locations or placements
	 
	•	 	Lists of cabinets types and interfaces to include connectors
	 
	•	 	Cable lengths and specifications
	 
	•	 	Grounding requirements
	 
	•	 	Earthquake bracing
	 
	•	 	Earthquake cable requirements (if required)






	 	2.2	 	Installation and Delivery Services





A. Vendor Responsibilities





	 	•	 	Vendor will provide Equipment and will also be responsible for delivery of all Products
to Purchaser’s initial specified location, Purchaser shall provide detailed location
address to Vendor before shipment, the Equipment shall be distributed to such Purchaser’s
initial location at Vendor’s cost; if such initial specified location is Purchaser’s
designed warehouse, Purchaser will be responsible for the delivery from warehouse to
installation site; if such initial specified location is the final installation Site, site
must be ready to receive the Equipment within 30 days after such Equipment arrive at
Vendor’s warehouse, if the Site can not be ready within 30 days, those Equipment will be
delivered to Purchaser’s designated warehouse at vendor’s cost, the corresponding cost and
expense for the transportation from Purchaser’s warehouse to the specified location for
such delivery shall be born by Purchaser.
	 
	 	•	 	Vendor will provide all materials for the installation of Vendor supplied Equipment
unless otherwise specified in the attached responsibility matrix.
	 
	 	•	 	Vendor will perform work in accordance with applicable government and industry safety
codes.
	 
	 	•	 	Vendor and its Subcontractors will maintain the immediate work area in a clean and safe
manner. The immediate work area shall be kept free of all loose materials such as cartons,
tie-wraps, etc. and cleaned at the end of each work day and all Equipment shall be
vacuum-dusted; floors cleaned and extraneous or excess items removed following each
installation.





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	 	•	 	Damaged or faulty Equipment, Spare Parts, and replacement parts are the responsibility
of Vendor during the installation and delivery period.
	 
	 	•	 	Vendor will provide Spare Parts on Sites for all non-redundant System Cards during the
installation and delivery period.
	 
	 	•	 	Third-party deliverables are the responsibility of Vendor.
	 
	 	•	 	Vendor shall obtain approval from Owner in the form of a MOP (method of procedure)
before removing or returning to service any System Element in a live System or making any
changes to Software parameters or System data in a live system.





B. Owner Responsibilities





	 	•	 	Owner will be billed at cost for any special heavy Equipment requirements (i.e. cranes)
to locate Equipment to Sites.
	 
	 	•	 	Any variations from the standards/plans used for installation of Equipment shall require
prior written approval by Owner.
	 
	 	•	 	Owner will provide such approval on a timely basis, not to exceed twentyfour (24) hours
for any variations in approved plans and use of special heavy Equipment.
	 
	 	•	 	Owner will provide the locations and addresses for all Sites
	 
	 	•	 	Owner will provide access to all Sites as required. Delays due to the inability of
Vendor to gain Site access due solely to Owner’s fault will be the responsibility of Owner.
	 
	 	•	 	All documentation under Owner control that is deemed necessary by Vendor to meet
deliverables must be made available to the Vendor Project Manager and ensure the correct
document deliver to the Vendor( e.g. CDC)
	 
	 	•	 	Owner will provide good preparation to all Sites as schedule required. Delays due to the
inability of Vendor to gain good site preparation due solely to Owner’s fault will be the
responsibility of Owner.
	 	•





II. INSTALLATION AND INTEGRATION




A. Vendor Responsibilities




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	 	1.	 	Installation Planning






Vendor will be responsible for the installation procedures and skill sets required for the
project. Vendor will prepare Site-specific installation, test and acceptance documents,
including rollback procedures, and conduct review with Owner prior to installation to get
Owner approval. Vendor shall perform all integration of Vendor Equipment into the System
with the support from Owner.




	 	2.	 	Equipment Installation






Equipment
installation must follow the instructions in the Vendor Installation Manual of
each Product.




Vendor or its Subcontractor will perform the mounting/assembling Equipment in a
pre-provisioned Owner Equipment area. Activities include but are not limited to; adding top
supports to the bays of existing superstructures, floor-mounted bottom supports for
Equipment bays, and all cabling including power and ground leads for “A” and “B” feeds to
the power distribution bay and other requirements as listed in the “Diagram of
Responsibilities” schematics in Appendix A.




A Shut-Down report is required by a Vendor Engineering Supervisor and Owner representative
in the event work or installations must be stopped for any reason.




	 	3.	 	Equipment Test






Vendor will verify continuity on all external cabling, prepare unit level test document,
verify power and load test / commission data and perform commissioning tests in accordance
to Vendor technical documentation and Exhibit V.




	 	4.	 	Software Commissioning






The Vendor software engineer loads and sets Software parameters in accordance with the
Vendor “Data Setting Standard Deployment Commissioning Guide” and engineering document.




The Vendor software commissioning engineer must complete a “Cargo Problem Feedback Form” for
any faulty or replacement boards and deliver to the Spare Parts manager.




The Vendor engineering supervisor must make the appropriate modifications or corrections to
faulty or inaccurate data in the Engineering Document.



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	 	5.	 	System Integration






The integration plan must be jointly developed and approved by Vendor and Owner prior to
execution and includes inter-working of all interfaces as well as review and evaluation of
antenna sweep information from Owner. (Reference Appendix A. items 20.1 to 21.4)




	 	6.	 	Shakedown Testing






The shake down test will be conducted during the site integration period, before the network
commercial launch. The shake down test contents PN verification, NB verification, basic
call testing (M-M, M-L, and L-M) and softer/soft handover.



B. Owner Responsibilities





	 	1.	 	RF Design & Optimization






Owner shall be responsible for all Network Planning, Cluster Testing, and Network
Optimization.




Owner shall provide completed Network Planning which includes the sites design and
configuration. The final design shall be reviewed and agreed by both Owner and Vendor
before the network deployment and installation.




The specific items to complete the final design are as follows:




	 	•	 	Link Budget Analysis
	 
	 	•	 	CW Testing
	 
	 	•	 	Model Tuning
	 
	 	•	 	Site plan
	 
	 	•	 	PN plan
	 
	 	•	 	Neighbor list
	 
	 	•	 	Site Parameter plan (i.e. Datafill)
	 
	 	•	 	Coverage plots
	 
	 	•	 	Traffic plan
	 
	 	•	 	CDMA analysis
	 
	 	•	 	Interference Analysis
	 
	 	•	 	conduct the 911 test call during the shakedown testing or other determined time.






On completion of Site construction and integration of BTS Equipment into the System,
Optimization Services shall be provided to fine tune operating parameters and maximize
System performance metrics by the Owner.



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	 	2.	 	General RF Engineering Requirements






All RF engineering and Network Planning must be provided using the latest computer modeling
and simulation techniques and meet coverage and capacity requirements, service quality
metrics and Equipment configuration, antenna, cable/feeder, and other hardware requirements
and Software parameters as specified in Appendix A sections 6 and 7.




	 	•	 	3. Owner should provide all requirement specification for the installation, Any
variations from the standards/plans used for installation of Equipment shall require prior
written approval by Vendor.





III. FINAL TURN UP AND ACCEPTANCE



This section outlines and broadly defines certain acceptance testing tasks, Site clean up
requirements, preparation of acceptance documentation, and completion of other outstanding issues,
if any, for handover to the Owner.



Vendor engineers and supervisors will work toward resolving any outstanding problems identified as
well as corresponding schedule deadlines to include documentation of same in the “Vendor
Engineering Memo.” A method of procedure (MOP) document for the turn up of Vendor System will also
be jointly developed between Vendor and Owner.



All acceptance test data collected will be provided to Owner engineers for review and analysis.
The Vendor supervisor will present the “Equipment Installation Report” and “Certification of
Substantial Acceptance” to Owner in a final report within 7 working days of the completion of
testing in accordance with Exhibit V.




1. Turn up Criteria



The Vendor System must demonstrate stable operation without Impairment in all three markets during
commissioning without antennas or feeders prior to completing final acceptance. Availability of
circuits/facilities (T1’s) shall be discussed with Owner.




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Signaling Point Codes (SPC) are required by the Vendor Softswitch to complete commissioning and
integration of external and ancillary System Elements. Owner will be responsible to provide all
signaling point codes.



Irrespective of the System stability period, a System Element must operate error/fault-free for 14
consecutive days following turn up and satisfy acceptance requirements in Exhibit V before it
becomes eligible for acceptance by the Owner.



Owner RF engineers shall perform post network launch testing to verify sites configuration and
dataill in all markets.




2. Project Reporting and Reviews



Vendor and Owner will jointly report on and review project status and conduct meetings as required.
Vendor will create, distribute and maintain a weekly action register for all open action items and
current project status.




3. Quality Assessment and Inspection



Quality inspections of workmanship are mandatory and must be conducted throughout Installation. A
Vendor-accredited quality auditor will perform audits and provide assessment reports listing any
defects and non-compliance. All the defects and non-compliance must be corrected to meet the
quality standard. A Vendor quality report must be made available upon request. (Reference Appendix
C.)




4. Owner Responsibilities





	 	•	 	Owner will make maintenance personnel available on Site as required to resolve any
problems during installation and commissioning.
	 
	 	•	 	Vendor and Owner will jointly determine engineering documentation changes as required
and sign off on any corresponding design changes.
	 
	 	•	 	All Site locations shall be a safe working environment for all personnel
	 
	 	•	 	Provide all DC and AC power requirements.
	 
	 	•	 	T1 facilities and transmission plan shall be provided for all Sites.





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	 	•	 	T1 transmission shall be error free for all phases of work and operations.
	 
	 	•	 	Adequate grounding shall be provided as defined in Exhibit L.
	 
	 	•	 	All antennas and feeders shall be in working order as specified in Appendix E.
	 
	 	•	 	The Network Planning and Optimization performing.
	 
	 	•	 	Ensure placement of Vendor supplied Plenum at each Site prior to installation.


(Reference Appendix D.)
	 
	 	•	 	24 hour security and access must be provided to Vendor and all approved Subcontractors.
Any restrictions need to be defined and agreed upon before any work proceeds.





5. Vendor Responsibilities





	 	•	 	Vendor personnel and Subcontractors shall follow all agreed upon methods of procedure
throughout project implementation.
	 
	 	•	 	Required insurance coverage will be provided.
	 
	 	•	 	Provide tools for equipment installation, exclude the RF Tools.





Appendix A




Division of Responsibility Matrix




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Provided by
	No.	 	Item	 	VENDOR	 	OWNER
	 	1	 	 	Site Survey
	 	 	 	 
	 
	 	1.1	 	 	Identify Test Facility, MSC & Gateway MSC Sites, Site address, longitude
/ latitude coordinates.

	 	 	 	Y
	 
	 	1.2	 	 	Test Facility, MSC and Gateway MSC Site requirements and evaluation of
proposed Sites

	 	Y	 	 
	 
	 	1.3	 	 	Site Compliance with Government Regulation/Approval

	 	 	 	Y
	 
	 	1.4	 	 	Provide existing Site drawings in electronic format.

	 	 	 	Y
	 
	 	1.5	 	 	Provide access to Sites as required

	 	 	 	Y
	 
	 	1.6	 	 	Perform Site survey and prepare Site survey reports/drawings( Switch
room only)

	 	Y
	 	Y
	 
	 	1.7	 	 	Define technical System requirements for Sites

	 	Y	 	 





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	 	 	 	 	 	 	Provided by
	No.	 	Item	 	VENDOR	 	OWNER
	 	1.8	 	 	Provide Site Specification requirements for size, floor loading,
raised-floor needs, floor material, physical & operational enclosure
requirements, cooling, air-conditioning, grounding & utility/emergency
power needs

	 	Y	 	 
	 
	 	1.9	 	 	Provide Equipment layout plan for Vendor offered Equipment including
cabling, racks, grounding and termination(Switch room only)

	 	Y	 	 
	 
	 	1.10	 	 	Provide Equipment loading requirements

	 	Y	 	 
	 
	 	1.11	 	 	Floor Loading assessment

	 	 	 	Y
	 
	 	1.12	 	 	Approve completed Equipment layout plan.

	 	 	 	Y
	 
	 	2	 	 	SITE ENGINEERING
	 	 	 	 
	 
	 	2.1	 	 	Define technical System requirements for Sites

	 	Y	 	 
	 
	 	2.2	 	 	Design Vendor Equipment components and rack layout

	 	Y	 	 
	 
	 	2.3	 	 	Specify power and cabling requirements for Vendor Equipment

	 	Y	 	 
	 
	 	2.4	 	 	Design System Element termination’s

	 	Y	 	 
	 
	 	2.5	 	 	Verify and finalize the engineered Site design

	 	Y	 	 
	 
	 	2.6	 	 	Approve engineered Site design and variance (if any)

	 	 	 	Y
	 
	 	2.7	 	 	Preparation of Owner ODF / DDF with sufficient available ports.

	 	 	 	Y
	 
	 	3	 	 	SITE PREPARATION & CONSTRUCTION
	 	 	 	 
	 
	 	3.1	 	 	Site preparation/construction of Equipment room as per the engineering
requirements as schedule required. Note: Prior to commencement of any
installation by Owner or its designated subcontractors, the Site shall
be suitably prepared to allow works to progress in a controlled, safe
and secure manner.

	 	 	 	Y
	 
	 	3.2	 	 	Install raised Floor (if required) as per specification

	 	 	 	Y
	 
	 	3.3	 	 	Install false ceiling (if required)

	 	 	 	Y
	 
	 	3.4	 	 	Supply and install grounding from Grounding Rod to the distributed Main
Ground Window/Bar

	 	 	 	Y
	 
	 	3.5	 	 	Install grounding from Owner distributed Main Ground Window/Bar to
Vendor supplied Equipment

	 	Y
	 	Y
	 
	 	3.6	 	 	Provide DC battery backup for Vendor supplied Equipment.(BTS Only)

	 	Y	 	 
	 
	 	3.7	 	 	Provide Commercial AC and install AC Power panel within Vendor supplied
Equipment locations

	 	 	 	Y
	 
	 	3.8	 	 	Provide DC Power for all DC-based Vendor supplied Equipment

	 	 	 	Y
	 
	 	3.9	 	 	Provide Uninterrupted Power System (UPS) for AC-based Vendor supplied
Equipment.

	 	 	 	Y
	 
	 	3.10	 	 	Cable and connections from AC Power Panel to Vendor Equipment

	 	 	 	Y
	 
	 	3.11	 	 	Install cable rack/ladder for Vendor Power and Feeder Cables

	 	 	 	Y
	 
	 	3.12	 	 	Assemble and install fiber protection duct work to Vendor Equipment
location.

	 	 	 	Y
	 
	 	3.13	 	 	Open and close existing cable holes and slots and provide new cable
holes (if necessary)

	 	 	 	Y
	 





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	 	 	 	 	 	 	Provided by
	No.	 	Item	 	VENDOR	 	OWNER
	 	3.14	 	 	Install air conditioning

	 	 	 	Y
	 
	 	3.15	 	 	Site Physical Security (fence, security guards, etc.)

	 	 	 	Y
	 
	 	3.16	 	 	Supply basic facilities e.g. lights, power, water, sanitary, telephone
connection in Sites.

	 	 	 	Y
	 
	 	3.17	 	 	Provide all environmental alarms, sensors and alarm connecting
points(Switch site)

	 	 	 	Y
	 
	 	3.18	 	 	Connect alarms to Vendor alarm panel (Switch Site)

	 	Y	 	 
	 
	 	3.18	 	 	Provide and install DSX/NIU Equipment in the transmission room for T1/T3
interconnection

	 	 	 	Y
	 
	 	3.19	 	 	Note: All necessary power supply and grounding provisions for the
Equipment shall be fully commissioned and operational. Such provisions
may include distribution networks and appropriate protection devices
(fuses, breakers, surge/lightning protection, etc. All signal and
circuit protective earthing and lightning protection shall be installed
and available. All necessary containment for cable and fiber (cable
ladder, cable tray, trunking, baskets, fiber guides, conduits, etc.)
shall be installed as required. All necessary cable penetrations through
walls, soffits, risers, etc. shall be formed. In addition, all cut-outs
and trims required in floor tiles shall be complete. Review and approval
prior to installation. This includes any associated civil / structural
works as needed to accommodate the Equipment on Site.

	 	 	 	Y
	 
	 	4	 	 	STAGING
	 	 	 	 
	 
	 	4.1	 	 	Secure suitable staging location in market area

	 	Y	 	 
	 
	 	4.2	 	 	Store Equipment in staging warehouse for maximum 30days

	 	Y
	 	Y
	 
	 	5	 	 	PERMITS & LICENSING
	 	 	 	 
	 
	 	5.1	 	 	Determine Transmission requirements & the frequency band permits from
regulatory agency

	 	 	 	Y
	 
	 	5.2	 	 	Obtain Import License or permits

	 	Y	 	 
	 
	 	5.3	 	 	Obtain US Export Control Approvals

	 	Y	 	 
	 
	 	5.4	 	 	Obtain all frequency and operating permits and clearances from
regulatory approvals (all operating areas)

	 	 	 	Y
	 
	 	5.5	 	 	Obtain all government permits and clearances

	 	 	 	Y
	 
	 	5.6	 	 	Approved Frequency Plan and license

	 	 	 	Y
	 
	 	5.7	 	 	Obtain required Spectrum approvals

	 	 	 	Y
	 
	 	5.8	 	 	Spectrum Clearance

	 	 	 	Y
	 
	 	5.9	 	 	Spectrum availability

	 	 	 	Y
	 
	 	5.10	 	 	Obtain all licenses for testing the System before launch

	 	 	 	Y
	 
	 	5.11	 	 	Obtain clearance for PSTN interconnect

	 	 	 	Y
	 
	 	5.12	 	 	Obtain all environmental permits and clearances

	 	 	 	Y
	 
	 	5.13	 	 	Obtain aviation/height permits and clearance for tower heights

	 	 	 	Y





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	 	 	 	 	 	 	Provided by
	No.	 	Item	 	VENDOR	 	OWNER
	 	5.14	 	 	Compliance with local Labor Safety and Health law and its regulated
regulations

	 	Y	 	 
	 
	 	5.15	 	 	Vendor Equipment compliance with US requirements.

	 	Y	 	 
	 
	 	6	 	 	NETWORK PLANNING
	 	 	 	 
	 
	 	6.1	 	 	Identify Network Planning requirements including Access and Backhaul
network, Data network and OMP network and design

	 	 	 	Y
	 
	 	6.2	 	 	Provide complete detailed documentation on any of Owner’s existing
services/infrastructure that may impact/involve the current deployment.

	 	 	 	Y
	 
	 	6.3	 	 	Provide skilled engineers familiar in Owner’s current and proposed
System infrastructure to assist with technical queries and questions
relevant to the project.

	 	 	 	Y
	 
	 	6.4	 	 	Provide information on the forecast demand for services

	 	 	 	Y
	 
	 	6.5	 	 	Define proposed service offerings

	 	 	 	Y
	 
	 	6.6	 	 	Capacity planning and growth forecast for inputs into System and element
sizing

	 	 	 	Y
	 
	 	6.7	 	 	Detailed requirements and services definition

	 	 	 	Y
	 
	 	6.8	 	 	Provide design guidelines for the System

	 	 	 	Y
	 
	 	6.9	 	 	Provide Network Configuration

	 	 	 	Y
	 
	 	6.10	 	 	Develop/Provide interface to ALL support systems (Billing Management
System, SMS, Provisioning, etc.)

	 	Y
	 	Y
	 
	 	6.11	 	 	Provide information on System security policy
	 	 	 	 
	 
	 	6.12	 	 	Design of security policy on supplied firewalls

	 	 	 	Y
	 
	 	6.13	 	 	Provide IP VPN and ATM/FR network designs where applicable

	 	 	 	Y
	 
	 	6.14	 	 	Provide design of System management and support system

	 	 	 	Y
	 
	 	6.15	 	 	Provide IP addressing block and its design

	 	 	 	Y
	 
	 	6.16	 	 	IP design and addressing plan

	 	 	 	Y
	 
	 	6.17	 	 	ATM Addressing Plan, if any

	 	 	 	Y
	 
	 	6.18	 	 	Design of System Elements naming conventions

	 	 	 	Y
	 
	 	6.19	 	 	Third Party Interconnect agreements and support systems.

	 	 	 	Y
	 
	 	6.20	 	 	IP routing policy study (based on Interconnect agreement)

	 	 	 	Y
	 
	 	6.21	 	 	Provide IP routing design

	 	 	 	Y
	 
	 	6.22	 	 	Approval of Network Planning

	 	 	 	Y
	 
	 	6.23	 	 	Provide Network Planning documentation

	 	 	 	Y
	 
	 	6.24	 	 	Conduct engineering review

	 	 	 	Y
	 
	 	6.25	 	 	Provide the necessary capacities per Owner’s Network Planning

	 	 	 	Y
	 
	 	7	 	 	RF PLANNING AND DESIGN
	 	 	 	 
	 
	 	7.1	 	 	Define Site location-coordinates, ground level (meters at level),
building/poles and guides height.

	 	 	 	Y





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	 	 	 	 	 	 	Provided by
	No.	 	Item	 	VENDOR	 	OWNER
	 	7.2	 	 	Antenna specifications including: type, height (meters above ground
level), direction, sectorization and electrical tilt

	 	 	 	Y
	 
	 	7.3	 	 	Specify the signal requirements for coverage

	 	 	 	Y
	 
	 	7.4	 	 	Forecast traffic demand and location for service

	 	 	 	Y
	 
	 	7.5	 	 	Define coverage objectives

	 	 	 	Y
	 
	 	7.6	 	 	Specify the signal requirements for coverage (indoor and outdoor)

	 	 	 	Y
	 
	 	7.7	 	 	Preliminary and Final RF design

	 	 	 	Y
	 
	 	7.8	 	 	Provide the RF Network Planning reports which includes the base station
drawing and Site configuration

	 	 	 	Y
	 
	 	7.9	 	 	Provide the preliminary design and final network planning

	 	 	 	Y
	 
	 	7.10	 	 	Prepare the RF system parameter datafill

	 	 	 	Y
	 
	 	7.11	 	 	Submit RF design & coverage plots

	 	 	 	Y
	 
	 	7.12	 	 	Specify transmitter Output power

	 	 	 	Y
	 
	 	7.13	 	 	Generate the traffic data

	 	 	 	Y
	 
	 	7.14	 	 	Plotting of composite coverage

	 	 	 	Y
	 
	 	7.15	 	 	Bandwidth filters if necessary

	 	 	 	Y
	 
	 	7.16	 	 	Antenna system sweep test

	 	 	 	Y
	 
	 	8	 	 	Preparation Activities
	 	 	 	 
	 
	 	8.1	 	 	All Site acquisition / lease / Site construction required for Equipment
installation.

	 	 	 	Y
	 
	 	8.2	 	 	Obtain carrier license and establish relations with other carriers for
sharing facilities including negotiation

	 	 	 	Y
	 
	 	9.1.0	 	 	Equipment Supply
	 	 	 	 
	 
	 	9.1.1	 	 	Agree on Bill Of Quantity (BOQ)

	 	 	 	Y
	 
	 	9.1.2	 	 	Raise Purchase Order

	 	 	 	Y
	 
	 	9.1.3	 	 	NSS, BSC/PCF, BTS, battery Equipment(BTS)

	 	Y	 	 
	 
	 	9.1.4	 	 	DC power distribution cabinet

	 	 	 	Y
	 
	 	9.1.5	 	 	DC power Equipment

	 	 	 	Y
	 
	 	9.1.6	 	 	AC distribution plate

	 	 	 	Y
	 
	 	9.1.7	 	 	Generator

	 	 	 	Y
	 
	 	9.1.8	 	 	DSX

	 	 	 	Y
	 
	 	9.1.9	 	 	Air conditioner

	 	 	 	Y
	 
	 	9.1.10	 	 	Raised floor (or Cable tray)

	 	 	 	Y
	 
	 	9.1.11	 	 	Grounding plate

	 	 	 	Y
	 
	 	9.1.12	 	 	Desks for the OMC

	 	 	 	Y
	 
	 	9.1.13	 	 	Feeder window

	 	 	 	Y
	 
	 	9.1.14	 	 	Battery(Switch room)

	 	 	 	Y
	 
	 	9.1.15	 	 	Inverter (or UPS)

	 	 	 	Y
	 
	 	9.1.16	 	 	GPS antenna System

	 	Y	 	 
	 
	 	9.2.0	 	 	Digital Trunk Cables & Optical Cable
	 	 	 	 
	 
	 	9.2.1	 	 	T1/T3 digital trunk cables between the BSC Equipment and the DSX.

	 	Y	 	 
	 
	 	9.2.2	 	 	Connectors on the side of BSC Equipment

	 	Y	 	 




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	 	 	 	 	 	 	Provided by
	No.	 	Item	 	VENDOR	 	OWNER
	 	9.2.3	 	 	Connectors on the side of the DSX panel

	 	 	 	Y
	 
	 	9.2.4	 	 	100 Ohm digital trunk cables between the DSX and transmission Equipment

	 	 	 	Y
	 
	 	9.2.5	 	 	Connectors on side of transmission Equipment

	 	 	 	Y
	 
	 	9.2.6	 	 	Internal cables and connectors between the BSC Equipment and the NSS
Equipment

	 	Y	 	 
	 
	 	9.3.0	 	 	Power Cable
	 	 	 	 
	 
	 	9.3.1	 	 	DC power cable between the DC power Equipment and DC power distribution
cabinet

	 	 	 	Y
	 
	 	9.3.2	 	 	Connectors on the side of the DC power Equipment

	 	 	 	Y
	 
	 	9.3.3	 	 	Connectors on the side of the DC power distribution cabinet

	 	 	 	Y
	 
	 	9.3.4	 	 	AC power cable between the AC distribution plate and the DC power
Equipment

	 	 	 	Y
	 
	 	9.3.5	 	 	Connectors on the side of the AC distribution plate

	 	 	 	Y
	 
	 	9.3.6	 	 	DC power cable between the DC distribution cabinet and BSC/MSC Equipment

	 	Y	 	 
	 
	 	9.3.7	 	 	AC surge protector

	 	 	 	Y
	 
	 	9.4.0	 	 	Protective Grounding Cable
	 	 	 	 
	 
	 	9.4.1	 	 	Protective grounding cable between the DC power Equipment and the
grounding plate

	 	 	 	Y
	 
	 	9.4.2	 	 	Connectors on the side of the grounding plate

	 	 	 	Y
	 
	 	9.4.3	 	 	Protective grounding cable between the DC power distribution cabinet and
the grounding plate

	 	 	 	Y
	 
	 	9.4.4	 	 	Protective grounding cable between the DSX and the grounding plate

	 	 	 	Y
	 
	 	9.4.5	 	 	Protective grounding cable between the BSC/MSC Equipment and the
grounding plate

	 	Y	 	 
	 
	 	9.5.0	 	 	OMC Cables

	 	Y	 	 
	 
	 	9.6.0	 	 	Air Conditioner

	 	 	 	Y
	 
	 	10.1.0	 	 	Installation Materials
	 	 	 	 
	 
	 	10.1.1	 	 	BTS/Outdoor Battery Equipment

	 	Y	 	 
	 
	 	10.1.2	 	 	BTS/Outdoor Battery cabinet Cement platform

	 	 	 	Y
	 
	 	10.1.3	 	 	AC distribution plate

	 	 	 	Y
	 
	 	10.1.4	 	 	Antenna

	 	 	 	Y
	 
	 	10.1.5	 	 	Tower

	 	 	 	Y
	 
	 	10.1.6	 	 	Grounding plate (outdoor))

	 	 	 	Y
	 
	 	10.1.7	 	 	Generator

	 	 	 	Y
	 
	 	10.1.8	 	 	Transmission Equipment

	 	 	 	Y
	 
	 	10.1.9	 	 	GPS antenna System

	 	Y	 	 
	 
	 	10.2.0	 	 	Digital Trunk Cables
	 	 	 	 
	 
	 	10.2.1	 	 	T1/T3 digital trunk cables between the BTS Equipment and Transmission
Equipment.

	 	Y	 	 
	 
	 	10.2.2	 	 	Connectors on the side of the BTS Equipment

	 	Y	 	 
	 
	 	10.2.3	 	 	Connectors on the side of the Transmission Equipment

	 	 	 	Y
	 
	 	10.3.0	 	 	Power Cable
	 	 	 	 
	 
	 	10.3.1	 	 	AC power cable between the AC distribution plate and the outdoor BTS
Equipment

	 	 	 	Y





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	 	 	 	 	 	 	Provided by
	No.	 	Item	 	VENDOR	 	OWNER
	 	10.3.2	 	 	Connectors on the side of the AC distribution plate

	 	 	 	Y
	 
	 	10.3.3	 	 	DC power cable between BTS and Outdoor Battery cabinet

	 	Y	 	 
	 
	 	10.3.4	 	 	Connector on the both side of the BTS and Outdoor Battery cabinet

	 	Y	 	 
	 
	 	10.3.5	 	 	AC surge protector

	 	 	 	Y
	 
	 	10.4.0	 	 	Protective Grounding Cable
	 	 	 	 
	 
	 	10.4.1	 	 	Protective grounding cable between the feeder and the grounding plate
(outdoor))

	 	 	 	Y
	 
	 	10.4.2	 	 	Protective grounding cable between the BTS Equipment and the grounding
plate (outdoor))

	 	Y	 	 
	 
	 	10.4.3	 	 	Connectors on the side of the BTS/Outdoor Battery Equipment

	 	Y	 	 
	 
	 	10.4.4	 	 	Connectors on the side of the grounding plate (outdoor))

	 	 	 	Y
	 
	 	10.5.0	 	 	Feeder
	 	 	 	 
	 
	 	10.5.1	 	 	Feeder between the BTS Equipment and the antenna

	 	 	 	Y
	 
	 	10.5.2	 	 	Jumper between coax and antenna w/connectors

	 	 	 	Y
	 
	 	10.5.3	 	 	Jumper between coax and BTS w/connectors

	 	Y	 	 
	 
	 	10.6.0	 	 	Tower
	 	 	 	 
	 
	 	10.6.1	 	 	Feeder ladder

	 	 	 	Y
	 
	 	10.6.2	 	 	Antenna support

	 	 	 	Y
	 
	 	10.6.3	 	 	Lightning rod

	 	 	 	Y
	 
	 	10.7.0	 	 	Cable Tray
	 	 	 	 
	 
	 	10.7.1	 	 	Outdoor cable tray

	 	 	 	Y
	 
	 	11.0.0	 	 	SHIPMENT AND IMPORTATION
	 	 	 	 
	 
	 	11.1.1	 	 	Delivery of Equipment and Software of all System Elements/Equipment
required to provide the functionality specified

	 	Y	 	 
	 
	 	11.1.2	 	 	Delivery of Tools/Test Equipment and Documentation

	 	Y	 	 
	 
	 	11.1.3	 	 	Insurance

	 	Y	 	 
	 
	 	11.1.4	 	 	Determine Equipment requirements for each Site and provide Equipment
List to Owner

	 	Y	 	 
	 
	 	11.1.5	 	 	Ship contracted Equipment and Software

	 	Y	 	 
	 
	 	11.1.6	 	 	Ship installation tools and test Equipment

	 	Y	 	 
	 
	 	11.1.7	 	 	Ship to warehouse in designated market (Pay freight charges and
Insurance coverage)

	 	Y	 	 
	 
	 	11.1.8	 	 	Clear Equipment from customs and pay custom duties and handling charges

	 	Y	 	 
	 
	 	11.1.9	 	 	Deliver Vendor material to Owner Specified sites

	 	Y	 	 
	 
	 	11.1.10	 	 	Obtain special installation permits e.g. crane, street blocking etc.

	 	 	 	Y
	 
	 	11.1.11	 	 	Pay for required hoisting of Equipment to Sites, if required

	 	 	 	Y
	 
	 	11.1.12	 	 	Handle miss-shipments, faulty Equipment and shortages

	 	Y	 	 
	 
	 	12.0.0	 	 	Site Engineering
	 	 	 	 
	 
	 	12.1.1	 	 	Define technical System requirements for Sites

	 	Y	 	 
	 
	 	12.1.2	 	 	Design Equipment components and rack layout

	 	Y	 	 
	 
	 	12.1.3	 	 	Specify power and cabling requirements for Equipment

	 	Y	 	 
	 
	 	12.1.4	 	 	Design Equipment termination’s

	 	Y	 	 
	 
	 	12.1.5	 	 	Verify and finalize the engineered Site design(Switch room only)

	 	Y	 	 





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	 	 	 	 	 	 	Provided by
	No.	 	Item	 	VENDOR	 	OWNER
	 	12.1.6	 	 	Approve engineered Site design and variance (if any)

	 	 	 	Y
	 
	 	12.1.7	 	 	Assign places to fix the BTS/outdoor battery Equipment racks

	 	 	 	Y
	 
	 	12.1.8	 	 	BTS/outdoor Battery Equipment racks

	 	Y	 	 
	 
	 	12.1.9	 	 	AC / DC distribution plate

	 	 	 	Y
	 
	 	12.1.10	 	 	Antennas

	 	 	 	Y
	 
	 	12.1.11	 	 	Tower

	 	 	 	Y
	 
	 	12.1.12	 	 	Grounding plate (outdoor)

	 	 	 	Y
	 
	 	12.1.13	 	 	Generator

	 	 	 	Y
	 
	 	12.1.14	 	 	Transmission Equipment

	 	 	 	Y
	 
	 	12.1.15	 	 	GPS antenna System

	 	Y	 	 
	 
	 	12.2	 	 	Digital Trunk Cables
	 	 	 	 
	 
	 	12.2.1	 	 	T1/T3 digital trunk cables between the BTS Equipment and Transmission
Equipment.

	 	Y	 	 
	 
	 	12.2.2	 	 	Connectors on the side of the BTS Equipment

	 	Y	 	 
	 
	 	12.2.3	 	 	Connectors on the side of the Transmission Equipment

	 	 	 	Y
	 
	 	12.2.4	 	 	Optical fibers between the ODU3601CE and the ODF transmission Equipment

	 	Y	 	 
	 
	 	12.3	 	 	Power Cable
	 	 	 	 
	 
	 	12.3.1	 	 	AC power cable between the AC distribution plate and the outdoor BTS
Equipment

	 	 	 	Y
	 
	 	12.3.3	 	 	Connectors on the side of the AC distribution plate

	 	 	 	Y
	 
	 	12.3.5	 	 	DC power cable between BTS and Outdoor Battery cabinet

	 	Y	 	 
	 
	 	12.3.7	 	 	Connector on the both side of the BTS and Outdoor Battery cabinet

	 	Y	 	 
	 
	 	12.3.9	 	 	AC surge protector

	 	 	 	Y
	 
	 	12.3.`10	 	 	DC power cable between the DC distribution and the ODU3601CE

	 	Y	 	 
	 
	 	12.3.11	 	 	Connectors on the side of the DC distribution plate

	 	 	 	Y
	 
	 	12.4	 	 	Protective Grounding Cable
	 	 	 	 
	 
	 	12.4.1	 	 	Protective grounding cable between the feeder and the grounding plate
(outdoor)

	 	 	 	Y
	 
	 	12.4.2	 	 	Protective grounding cable between BTS Equipment and the grounding plate
(outdoor)

	 	Y	 	 
	 
	 	12.4.3	 	 	Connectors on the side of the BTS/outdoor battery Equipment

	 	Y	 	 
	 
	 	12.4.4	 	 	Connectors on the side of the grounding plate (outdoor)

	 	 	 	Y
	 
	 	12.5	 	 	Feeder
	 	 	 	 
	 
	 	12.5.1	 	 	Feeder between the BTS Equipment and the antenna

	 	 	 	Y
	 
	 	12.5.2	 	 	Jumper between coax and antenna w/connectors

	 	 	 	Y
	 
	 	12.5.3	 	 	Jumper between coax and BTS w/connectors

	 	Y	 	 
	 
	 	12.6	 	 	Tower
	 	 	 	 
	 
	 	12.6.1	 	 	Feeder ladder

	 	 	 	Y
	 
	 	12.6.2	 	 	Antenna support

	 	 	 	Y
	 
	 	12.6.3	 	 	Lightning rod

	 	 	 	Y
	 
	 	12.7	 	 	Cable Tray
	 	 	 	 
	 
	 	12.7.1	 	 	Outdoor cable tray

	 	 	 	Y
	 
	 	12.8	 	 	Connector
	 	 	 	 





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	 	 	 	 	 	 	Provided by
	No.	 	Item	 	VENDOR	 	OWNER
	 	12.8.1	 	 	Connectors (connecting material) for Vendor Equipment to be provided by
the Vendor

	 	Y	 	 
	 
	 	12.8.2	 	 	Connectors (connecting material) for Owner Equipment to be provided by
the Owner

	 	 	 	Y
	 
	 	12.9	 	 	Lighting Apparatus in the Equipment Room

	 	 	 	Y
	 
	 	12.10	 	 	Power Socket

	 	 	 	Y
	 
	 	12.11	 	 	Wiring Trough Frame/Ladder

	 	 	 	Y
	 
	 	13.0	 	 	Installation — System Elements
	 	 	 	 
	 
	 	13.1.1	 	 	Inspection and acknowledgement of the inventory of such Equipment/materials
in the presence of and signed off by Vendor and Owners
authorized representative.

	 	Y
	 	Y
	 
	 	13.1.2	 	 	Provide access to Sites

	 	 	 	Y
	 
	 	13.1.3	 	 	Verify all items on Site readiness checklist

	 	Y	 	 
	 
	 	13.1.4	 	 	Provide storage space for installation material and Equipment for Core
network on Switching Site

	 	 	 	Y
	 
	 	13.1.5	 	 	Assign places to fix the BSC Equipment racks

	 	 	 	Y
	 
	 	13.1.6	 	 	Mount and assemble the Equipment

	 	Y	 	 
	 
	 	13.1.7	 	 	Connect and secure all interfaces to the Vendor-supplied Equipment, to
include circuit interface cables, alarms, ground cables etc.

	 	Y	 	 
	 
	 	13.1.8	 	 	Power on Equipment and verify proper power-up.

	 	Y	 	 
	 
	 	13.1.9	 	 	Install Equipment and connect to Owner Equipment

	 	Y	 	 
	 
	 	13.1.10	 	 	Complete acceptance walkthrough of physical installation. Vendor
demonstrate / Owner accepts

	 	Y
	 	Y
	 
	 	13.1.11	 	 	Clean up Site remove temporary works and staging after installation work
is completed

	 	Y	 	 
	 
	 	13.1.12	 	 	DC power distribution cabinet

	 	 	 	Y
	 
	 	13.1.13	 	 	DC power Equipment (Rectifiers)

	 	 	 	Y
	 
	 	13.1.14	 	 	AC distribution plate

	 	 	 	Y
	 
	 	13.1.15	 	 	Generator

	 	 	 	Y
	 
	 	13.1.16	 	 	DSX

	 	 	 	Y
	 
	 	13.1.17	 	 	Air conditioner

	 	 	 	Y
	 
	 	13.1.18	 	 	Raised floor (or Cable tray)

	 	 	 	Y
	 
	 	13.1.19	 	 	Grounding plate

	 	 	 	Y
	 
	 	13.1.20	 	 	Desks for the OMC & SERVER

	 	 	 	Y
	 
	 	13.1.21	 	 	Feeder window

	 	 	 	Y
	 
	 	13.1.22	 	 	Battery

	 	 	 	Y
	 
	 	13.1.23	 	 	Inverter (or UPS)

	 	 	 	Y
	 
	 	13.1.24	 	 	GPS antenna System

	 	Y	 	 
	 
	 	13.2	 	 	Digital Trunk Cables &Optical cable
	 	 	 	 
	 
	 	13.2.1	 	 	T1/T3 digital trunk cables between the BSC Equipment and the DSX.

	 	Y	 	 
	 
	 	13.2.2	 	 	Connectors on the side of the BSC Equipment

	 	Y	 	 
	 
	 	13.2.3	 	 	Connectors on the side of the DSX

	 	 	 	Y
	 
	 	13.2.4	 	 	100W digital trunk cables between the DSX and transmission Equipment

	 	 	 	Y





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	 	 	 	 	 	 	Provided by
	No.	 	Item	 	VENDOR	 	OWNER
	 	13.2.5	 	 	Connectors on the side of the transmission Equipment

	 	 	 	Y
	 
	 	13.2.6	 	 	Connectors of digital trunk cable which connect the transmission on the
side of the DSX

	 	 	 	Y
	 
	 	13.2.7	 	 	Internal cables and connectors between the BSC Equipment and the NSS
Equipment

	 	Y	 	 
	 
	 	13.3	 	 	Power Cable
	 	 	 	 
	 
	 	13.3.1	 	 	DC power cable between the DC power Equipment and DC power distribution
cabinet

	 	 	 	Y
	 
	 	13.3.2	 	 	Connectors on the side of the DC power Equipment

	 	 	 	Y
	 
	 	13.3.3	 	 	Connectors on the side of the DC power distribution cabinet

	 	 	 	Y
	 
	 	13.3.4	 	 	DC power cable between the DC power distribution cabinet and the
BSC/ODU3601CE Equipment

	 	Y	 	 
	 
	 	13.3.5	 	 	AC power cable between the AC distribution plate and the DC power
Equipment

	 	 	 	Y
	 
	 	13.3.6	 	 	Connectors on the side of the AC distribution plate

	 	 	 	Y
	 
	 	13.3.7	 	 	AC surge protector

	 	 	 	Y
	 
	 	13.4.1	 	 	Protective Grounding Cable
	 	 	 	 
	 
	 	13.4.2	 	 	Protective grounding cable between the DC power Equipment and the
grounding plate

	 	 	 	Y
	 
	 	13.4.3	 	 	Connectors on the side of the grounding plate

	 	 	 	Y
	 
	 	13.4.4	 	 	Protective grounding cable between the DC power distribution cabinet and
the grounding plate.

	 	 	 	Y
	 
	 	13.4.5	 	 	Protective grounding cable between the DSX and the grounding plate.

	 	 	 	Y
	 
	 	13.4.6	 	 	Protective grounding cable between the BSC Equipment and the grounding
plate.

	 	Y	 	 
	 
	 	13.5.0	 	 	OMC Cables and Internal Cables

	 	Y	 	 
	 
	 	13.6.0	 	 	Air-conditioner

	 	 	 	Y
	 
	 	13.7.0	 	 	Connector
	 	 	 	 
	 
	 	13.7.1	 	 	Connectors (connecting material) provided by the Vendor, except in
special applications

	 	Y	 	 
	 
	 	13.7.2	 	 	Connectors (connecting material) provided by the Owner, except in
special applications

	 	 	 	Y
	 
	 	13.8.0	 	 	Lighting Apparatus in the Equipment Room

	 	 	 	Y
	 
	 	13.9.0	 	 	Power Socket

	 	 	 	Y
	 
	 	13.10.0	 	 	Wiring Trough (Frame/Ladder)

	 	 	 	Y
	 
	 	14.0	 	 	Project Management
	 	 	 	 
	 
	 	14.1	 	 	Identify single point of contact by Owner with Program Management
authority

	 	 	 	Y
	 
	 	14.2	 	 	Program Management and establish Project Team

	 	Y	 	 
	 
	 	14.3	 	 	Project Planning and Controls including maintaining action item list

	 	Y	 	 
	 
	 	14.4	 	 	Coordinate and facilitate project kickoff meeting

	 	Y	 	 
	 
	 	14.5	 	 	Communication Management — hold regular status meeting in an agreed time
schedule.

	 	Y	 	 





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	 	 	 	 	 	 	Provided by
	No.	 	Item	 	VENDOR	 	OWNER
	 	14.6	 	 	Develop, maintain and tracking Master Project schedule on all activities
showing critical paths, including installation plans for each location &
entity

	 	Y	 	 
	 
	 	14.7	 	 	Contract Administration and Change Management

	 	Y	 	 
	 
	 	14.8	 	 	Subcontractor Management — manage Subcontractor relationship and
assigned resource

	 	Y	 	 
	 
	 	14.9	 	 	Logistics Management and tracking shipment

	 	Y	 	 
	 
	 	14.10	 	 	Provide project office and facilities for personnel

	 	Y	 	 
	 
	 	14.11	 	 	Provide project warehousing and logistics for Equipment supplies and
installation materials

	 	Y	 	 
	 
	 	14.12	 	 	Provide installation tools and test sets, exclude RF tools

	 	Y	 	 
	 
	 	14.13	 	 	In-land transport costs and insurance coverage on Equipment

	 	Y	 	 
	 
	 	14.14	 	 	Provide in-country transportation for project personnel

	 	Y	 	 
	 
	 	14.15	 	 	Obtain work visas as required

	 	Y	 	 
	 
	 	14.16	 	 	Provide invitation letters for overseas employees.

	 	 	 	Y
	 
	 	15	 	 	TRAINING
	 	 	 	 
	 
	 	15.1	 	 	Conduct domestic training classes

	 	Y	 	 
	 
	 	15.2	 	 	Conduct overseas training

	 	n/a	 	 
	 
	 	15.3	 	 	Conduct on Site (OJT) installation and testing training for Base Station

	 	Y	 	 
	 
	 	15.4	 	 	Conduct OJT training for OAM before maintenance turnover

	 	Y	 	 
	 
	 	15.5	 	 	Provide designated offices/rooms for Owner location training.

	 	 	 	Y
	 
	 	15.6	 	 	For training, Vendor will provide all materials, documents and software
packages

	 	Y	 	 
	 
	 	16	 	 	TURN UP
	 	 	 	 
	 
	 	16.1	 	 	Provide the Equipment configuration information.

	 	 	 	Y
	 
	 	16.2	 	 	Attach all physical connections between the Owner supplied interfaces
and the Vendor Equipment.

	 	Y	 	 
	 
	 	16.3	 	 	Verify that all local interconnections and connectivity are in place and
functional so Vendor can perform local test.

	 	 	 	Y
	 
	 	16.4	 	 	Test connectivity.

	 	Y	 	 
	 
	 	16.5	 	 	Owner will be responsible for removing and placing back into service all
live circuits (e.g., Trunks, T1s).

	 	 	 	Y
	 
	 	16.6	 	 	Vendor will be responsible for all physical connections to its Equipment.

	 	Y	 	 
	 
	 	17	 	 	EQUIPMENT ACCEPTANCE
	 	 	 	 
	 
	 	17.1	 	 	Identify point of contact for signoff by Owner.

	 	 	 	Y
	 
	 	17.2	 	 	Develop Equipment acceptance plan

	 	Y	 	 
	 
	 	17.3	 	 	Approve Equipment acceptance plan

	 	 	 	Y
	 
	 	17.4	 	 	Witness and sign acceptance documentation upon the completion of
Equipment installation.

	 	 	 	Y
	 
	 	17.5	 	 	Vendor’s Equipment ATP Test with Owner’s support

	 	Y	 	 
	 
	 	17.6	 	 	Owner’s third parties’ service layer ATP Test Plan and test Execution
with Vendor’s support

	 	 	 	YY





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	 	 	 	 	 	 	Provided by
	No.	 	Item	 	VENDOR	 	OWNER
	 	18	 	 	SITE INSTALLATION AND INTEGRATION SUBSTANTIAL COMPLETION
	 	 	 	 
	 
	 	18.1	 	 	Identify Owner point of contact for acceptance of each Site.

	 	 	 	Y
	 
	 	18.2	 	 	Perform Software commissioning and integration for all System Element
and provide test results to Owner ( testing will consist of Vendor test
sections to insure Equipment functionality)

	 	Y	 	 
	 
	 	18.3	 	 	Issue a Punch List of all incomplete items which items shall be
completed by Vendor prior to Final Acceptance.

	 	Y	 	 
	 
	 	18.4	 	 	Provide manuals, as-built drawings and documentation for all Equipment
to Owner

	 	Y	 	 
	 
	 	18.5	 	 	Approve Site Acceptance results

	 	 	 	Y
	 
	 	19.0	 	 	INTERCONNECTION TO PSTN/PLMN
	 	 	 	 
	 
	 	19.1	 	 	Provide T1 Transmission and access circuits meeting performance and
schedule criteria for: Gateway, Soft switch and BTS

	 	 	 	Y
	 
	 	19.2	 	 	Provide PSTN lines per MSC for Optimization Testing

	 	 	 	Y
	 
	 	19.3	 	 	Provide (STP) points as required for testing

	 	 	 	Y
	 
	 	20.0	 	 	SYSTEM INTEGRATION
	 	 	 	 
	 
	 	20.1	 	 	Develop and verify a detailed turn up plan for each market and major
subsystem. The turn up plan will cover the connections within subsystem
itself; and also the connections between each subsystem.

	 	Y
	 	Y
	 
	 	20.2	 	 	Develop an integration back out plan

	 	NA
	 	NA
	 
	 	20.3	 	 	Conduct basic tests to insure System functionality

	 	Y	 	 
	 
	 	20.4	 	 	Conduct E911 certification testing with Owner E911 third party suppliers

	 	 	 	Y
	 
	 	20.5	 	 	Any elements which are deemed to be of sub-standard quality will be
recorded in the Punch and resolved by Final Acceptance.

	 	 	 	Y
	 
	 	20.6	 	 	Owner will provide all necessary System related translation parameter
data to Vendor

	 	 	 	Y
	 
	 	20.7	 	 	Vendor will perform all System related translation into the Vendor System

	 	Y	 	 
	 
	 	20.8	 	 	Owner will conduct adjunct test(include but not limit to CALEA,
E911,Billing,Network Management)

	 	 	 	Y
	 
	 	21	 	 	RF OPTIMIZATION
	 	 	 	 
	 
	 	21.1	 	 	System-wide Optimization

	 	 	 	Y
	 
	 	21.2	 	 	System O&M stats and testing data analyze and conduct the parameter
adjustment

	 	 	 	YY
	 
	 	21.3	 	 	Implement the adjustment recommendations

	 	 	 	Y





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	 	 	 	 	 	 	Provided by
	No.	 	Item	 	VENDOR	 	OWNER
	 	21.4	 	 	Replacement of Feeders and Antenna’s if required (based on results of
sweep (VSWR ) test

	 	 	 	Y
	 
	 	21.5	 	 	Achieve KPIs as part of optimization.

	 	 	 	Y
	 
	 	22	 	 	SUBSTANTIAL COMPLETION
	 	 	 	 
	 
	 	22.1	 	 	Issue Certificate of Substantial Completion

	 	Y	 	 
	 
	 	22.2	 	 	Approve Certificate of Substantial Completion

	 	 	 	Y
	 
	 	23	 	 	CERTIFICATE OF FINAL ACCEPTANCE
	 	 	 	 
	 
	 	23.1	 	 	90 days of continuous operation within specification

	 	Y	 	 
	 
	 	23.2	 	 	Completion of punch list items

	 	Y	 	 
	 
	 	23.3	 	 	Issue Certificate of Final Acceptance

	 	Y	 	 
	 
	 	23.4	 	 	Approve Certificate of Final Acceptance

	 	 	 	Y





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Appendix B




Division of Responsibility Schematic















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	EXHIBIT B
	 	





In the event of any conflict or inconsistency between the terms of the Amended and Restated System
Equipment Purchase Agreement and this exhibit, such conflict or inconsistency shall be resolved by
giving precedence to the Agreement.





Initial System




	 	i)	 	The detail Initial System Configuration will only be finalized after Company Radio
and Core Network planning response. Please refer to Table-1.1 for Initial System
Configuration Infrastructure list. Huawei will work together with Company on detail
network configuration.
	 
	 	ii)	 	In the event of actual delivery of BTS/Cell site(s) quantity differs with the
predetermined quantity as stated in Table-1.1, the actual BTS/Cell site(s) quantity will
be determined by Table-2.
	 
	 	iii)	 	Table-1 represents the BTS/Cell sites number according to Company RNP. Table-2 is the
BTS/Cell sites quantity ratio to represent the pricing.
	 
	 	iv)	 	Should the actual delivery of BTS/Cell site(s) exceed the quantity as stated in
Table-1.1 the additional BTS/Cell site(s) will be charged according to “Exhibit D
Equipment Upgrade Pricing".
	 
	 	v)	 	Should the actual delivery of BTS/Cell sites(s) is fewer than the quantity as stated
in Table-1.1, Company could use the remaining credit in other market and/or for future BTS
expansion according to “Exhibit D Equipment Upgrade Pricing".
	 
	 	vi)	 	All outdoor BTSs come standard with 4 hours of battery backup regardless of the
configuration. ODUs come standard with 1 hour of battery backup. Additional backup
capacity can be purchased.
	 
	 	vii)	 	BTSs configured with more than 256 channel elements will be provided with channel
element cards utilizing the CSM 6700 chip.




Exhibit B Table -1.1: Initial System Configuration Infrastructure List




Owner Traffic Detail




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Covered	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	F2 6	 	 	 	 	 	 	 	 	 	 	 	 	 
	Market	 	Pops	 	Subs	 	Erlangs	 	 	Sites	 	 	F1	 	 	F2	 	 	F3	 	 	Sec	 	 	1xCE	 	 	MSCe	 	 	MGW	 	 	BSC	 
	Market A
	 	[***]	 	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	Market B
	 	[***]	 	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	Market C
	 	[***]	 	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	OWNER Total
	 	[***]	 	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 








 




			
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Exhibit B Table -1.2: BTS Configuration Definition




BTS Configuration




	 	 	 
	Site Type	 	Configuration
	F1

	 	3606AE (S111 1x + S111 DORA) (128 1xCE, 192 DORevA CE)
	F2

	 	3606AE (S222 1x + S111 DORA) (192 1xCE, 192 DORevA CE)
	F3

	 	3606AE (S333 1x + S111 DORA) (256 1xCE, 192 DORevA CE)
	F2 6 Sector

	 	3606AE (S222222 1x + S111111 DORA) (384 1xCE, 192 DORevA CE)






Exhibit B Table -1.3: Toy Cells




Toy Cell for Initial System




	 	 	 
	Market/Location	 	BTS
	[***]

	 	3606AE (32 1xCE, 192 DORA)
	[***]

	 	3606A (32 1xCE, 192 DORA)
	[***]

	 	3606AE (32 1xCE, 192 DORA) +ODU3601CE
	Market A

	 	3606AE (32 1xCE, 192 DORA)
	Market B

	 	3606AE (32 1xCE, 192 DORA)
	Market C

	 	3606AE (32 1xCE, 192 DORA)






Exhibit B Table -2: BTS/Cell Quantity Ratio




	 	 	 	 	 
	 	 	 	 	BTS Quantity Ratio
	 	 	 	 	Compare to *F1
	BTS Model	 	BTS Configuration	 	(Normalized to *F1)
	BTS3606AE

	 	*F1 (S111 1x + S111 DORA) (128 1xCE, 192 DORevA CE)
	 	[***]
	BTS3606AE

	 	F2 (S222 1x + S111 DORA) (192 1xCE, 192 DORevA CE)
	 	[***]
	BTS3606AE

	 	F3 (S333 1x + S111 DORA) (256 1xCE, 192 DORevA CE)
	 	[***]
	BTS3606AE

	 	F4 (S444 1x + S111 DORA) (320 1xCE, 192 DORevA CE)
	 	[***]
	BTS3606AE

	 	F5 (S555 1x + S111 DORA) (384 1xCE, 192 DORevA CE)
	 	[***]
	BTS3606AE

	 	F1 (S1111 1x + S1111 DORA) (128 1xCE, 192 DORevA CE)
	 	[***]
	BTS3606AE

	 	F1 (S11111 1x + S11111 DORA) (128 1xCE, 192 DORevA CE)
	 	[***]
	BTS3606AE

	 	F1 (S111111 1x + S111111 DORA) (128 1xCE, 192 DORevA CE)
	 	[***]
	BTS3606AE

	 	F2 (S2222 1x + S1111 DORA) (256 1xCE, 192 DORevA CE)
	 	[***]
	BTS3606AE

	 	F2 (S22222 1x + S11111 DORA) (256 1xCE, 192 DORevA CE)
	 	[***]
	BTS3606AE

	 	F2 (S222222 1x + S111111 DORA) (384 1xCE, 192 DORevA CE)
	 	[***]
	ODU3601CE

	 	ODU 1-Carrier (1x)
	 	[***]
	ODU3601CE

	 	ODU 2-Carrier (1x + DORA)
	 	[***]
	ODU3601CE

	 	ODU 3-Carrier (1x + DORA)
	 	[***]








 




			
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	 	 	BTS Quantity Ratio
	 	 	Compare to *F1
	Channel Element (1x RTT only)	 	(Normalized to *F1)
	32 CE Step

	 	[***]
	64 CE Step

	 	[***]
	128 CE Step

	 	[***]







Note: *F1 (S111 1x + S111 DORA) (128 1xCE, 192 DORevA CE) to be the base line for BTS Quantity
Ratio comparison.





Example:




By taking *F1 as the Base line, the number of BTS/Cell Sites according to Table-1/ Company RNP
is equivalent to:


(790
F1 x 1.00) + (434 F2 x 1.20) + (7 F3 x 1.60) + (99 F2 6 Sector x 1.80)
= 1500.2 sites (*F1 as base line)





In the event if the actual delivery of BTS/Cell sites according to eventual site delivery is as
below,


F1 (S111 1x + S111 DORA) (128 1xCE, 192 DORevA CE) x 780

F1 (S111 1x + S111 DORA) (64 1xCE, 192 DORevA CE) x 100

F2 (S222 1x + S111 DORA) (192 1xCE, 192 DORevA CE) x 220

F2 (S222 1x + S111 DORA) (256 1xCE, 192 DORevA CE) x 50

F3 (S333 1x + S111 DORA) (256 1xCE, 192 DORevA CE) x 200





The equivalent BTS/Cell sites with reference of Table-2 will be,



	 	 	 	 	 	 
	 	F1 (S111 1x + S111 DORA) (128 1xCE, 192 DORevA CE) x 1000

	 	= 1.00 x 780
	 	= 780
	 	F1 (S111 1x + S111 DORA) (64 1xCE, 192 DORevA CE) x 100

	 	= (1.00 — 0.16) x 100
	 	= 84
	 	F2 (S222 1x + S111 DORA) (192 1xCE, 192 DORevA CE) x 220

	 	= 1.20 x 220
	 	= 264
	 	F2 (S222 1x + S111 DORA) (256 1xCE, 192 DORevA CE) x 50

	 	= (1.20 + 0.16 ) x 50
	 	= 68
	 	F3 (S333 1x + S111 DORA) (256 1xCE, 192 DORevA CE) x 200

	 	= 1.60 x 200
	 	= 320
	 	 

	 	Total
	 	= 1516







Total = 1516 sites (F1 as base line)




In this case, the number of additional site(s) from the actual delivery compare to RNP design
is,  1516 - 1500.2 = 15.8 sites (F1 as base line)




The additional 15.8 F1 sites will be charged according to “Exhibit D Equipment Upgrade
Pricing”.




Spare Parts Kits




“Spare Parts Kits” means a set of Spare Parts provided to Companies for each Market as part of
the initial system price shown in Exhibit [B] but not less than the following:




	 	a)	 	3.0% of the total population of each non-redundant replaceable Core
network unit for each city where the core network products are located.
	 
	 	 	 	Example: there are 2 MSCe in one city, and if each has x identical replaceable
cards that is non-redundant (if the card fails, we lose the MSC, a rack, or a
shelf), then the spares package must include 3% of 2x. If that quantity is less
than 1, then 1 is the minimum.







 




			
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	 	b)	 	1.0% of the total population of each redundant replaceable Core
network unit for each city where the core network products are located.
	 
	 	 	 	Example: there are 3 BSCs in one city, and if each has y identical replaceable
cards that is redundant, then the spares package must include 1% of 3y. If that
quantity is less than 1, then 1 is the minimum.
	 
	 	c)	 	0.5% of each sector carrier replaceable unit and 1.0% of the
remaining replaceable unit in a BTS.
	 
	 	 	 	Example: if there are 1000 BTSs in a market with an average of 4 sector carriers
per BTS, then the Spares Kit would contain a minimum of 20 sector carrier
replaceable units and 10 BTS replaceable units.
	 
	 	d)	 	A supply of replaceable units in a BTS that is expected to be
repaired in a two week period as calculated using the mean time between repair
(MTBR) and the total population of a replaceable unit in a market.
	 
	 	 	 	Example: if there are 3650 identical replaceable units in a market with a 10 years
MTBR, then, on average, 1 unit would require repair every day. Hence, the Spares
Kit would contain a minimum 14 of these replaceable units.
	 
	 	e)	 	The BTS spares kit should be the maximum of duplicates identified
in c and d, not the cumulative effect.
	 
	 	 	 	Example: if 5 Amplifier cards are needed according to criteria c, 8 Amplifier cards
are needed according to criteria d, then maximum 8 Amplifier cards should be
included in the spares kit.




 









 
















Exhibit C



In the event of any conflict or inconsistency between the terms of the Amended and Restated
System Equipment Purchase Agreement and this exhibit, such conflict or inconsistency shall be
resolved by giving precedence to the Agreement.




			
	 	 	 
	Exhibit C
	 	






Initial System Pricing




Owner Traffic Detail




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	EV-DO Rev A	 	 	 	 	 	 
	Market	 	Covered Pops	 	Subs	 	Erlangs	 	BHCA	 	Sites	 	POP’s/Site	 	F1	 	F2	 	F3	 	F2 6 sec	 	Carrier	 	MSCe	 	MGW	 	BSC
	Market A
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	Market B
	 	 	 	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	Market C
	 	 	 	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	OWNER Total
	 	 	 	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 






BTS Configuration




	 	 	 
	Site Type	 	Configuration
	F1

	 	3606AE (S111 1x + S111 DORA) (128 1xCE, 192 DORevA CE)
	F2

	 	3606AE (S222 1x + S111 DORA) (192 1xCE, 192 DORevA CE)
	F3

	 	3606AE (S333 1x + S111 DORA) (256 1xCE, 192 DORevA CE)
	F2 6 Sector

	 	3606AE (S222222 1x + S111111 DORA) (384 1xCE, 192 DORevA CE)






Contract Pricing NW Markets




	 	 	 	 	 
	Capex Per Covered Pop
	 	 	[***]	 
	Equipment Total CAPEX
	 	 	[***]	 
	Executive Incentive for Market A
	 	 	[***]	 
	Equipment Total CAPEX After Incentive
	 	 	[***]	 
	CAPEX Per Covered Pop After Incentive
	 	 	[***]	 
	Opex Per Covered Pop Annual
	 	 	[***]	 
	Opex per BTS Annual
	 	 	[***]	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Price USD	 	Price USD
	Final Contract Pricing Per Market	 	Covered Pops	 	CAPEX	 	OPEX
	Market A
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	Market B
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	Market C
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Executive Incentive for Market A
	 	 	 	 	 	 	[***]	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Grand Total
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 








 




			
	*	 	18 months Warranty Included.
	 
	*	 	In the event of actual delivery of quantity BTS/Cell site(s) differ from the predetermined
quantity stated in “CAPEX & OPEX PRICING”, “Exhibit B Table 2: BTS/Cell Quantity Ratio” will be
applied as a reference to determine the actual BTS/Cell 
site(s) quantity.
	 
	*	 	Should the actual delivery BTS/Cell site(s) exceed the quantity stated in “CAPEX & OPEX
PRICING”, the additional BTS/Cell site(s) will be charged according to “Expansion Pricing”.
	 
	*	 	Should the actual delivery BTS/Cell site(s) be less than the quantity stated in “CAPEX & OPEX
PRICING”, the remaining BTS/Cell site(s) can be used in other markets or their value can be used
as a credit according to “Expansion Pricing”.
	 
	*	 	Should Cricket and a Company owned by Cricket (70% or more) contract and purchase from Huawei
[***] million Covered Pops including the [***] market, then Cricket and Company will be provided
incentives reducing the CAPEX price per Covered Pop to $[***].
	 
	*	 	Should the actual market awards differ from this Cluster (Market A, B, & C), the Capex Per
Covered POP “$[***]” and [***] Executive Incentive for Market A will be applied as long as (a) the
awards include the Market A market, and (b) total awarded covered population is no less than
[***]M, and (c) Covered POP per site is no less than [***], and (d) the penetration rate is no
more than [***]%, and (e) average busy hour erlang per subscriber is no more than [***], and (f)
the number of multi-carrier BTS is no more than [***]% of that of total BTS, and (g) total number
of BTS covered per MSCe is no less than [***], total number of BTS covered per BSC is no less than
[***] and total number of BTS per UMG is no less than [***] and (h) other configuration
assumptions are same as “Cricket RF Design Reference” .



 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.


Cricket Communications Proprietary and Confidential Information





 









 










	 	 	 	 	 	 	 	 	 
	 	 	Market A	 	Market B	 	Market C	 	Official Design
	Vendor Awarded	 	Huawei	 	Huawei	 	Huawei	 	Huawei
	License Type (REAG, EA, CMA)

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Block (A, B, C, D, E)

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Spectrum Available (10MHz or 20MHz)

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 
	Phase 2 POPs

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Phase 2 BTSs

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Phase 2 F1s

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Phase 2 F2s

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 
	Phase 1 and 2 Total Covered Pops

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Final Pops/Site

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Total Sites

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	PCS-banded sites to offset clearing

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	F1s+ EVDO

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	F2s+ EVDO

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	F3s+ EVDO

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	F4s+ EVDO

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	F5s+ EVDO

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	6 Sector F2 BTSs+ EVDO

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Total number of 1X Carriers beyond F1

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	% Multi-carrier

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






	 	 	 	 	 
	 	 	 	 	Switch Location & Backhaul
	Market	 	Vendor	 	Type
	A
	 	HU	 	[***]
	B
	 	HU	 	[***]
	C
	 	HU	 	[***]






	 	 	 	 	 	 	 
	Engineering Details Market Specific
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Overal Sub Penetration

	 	[***]
	 	[***]
	 	[***]
	mE Per Sub

	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 
	Engineering Details
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	% Erlang overhead to run the switch/BSC at a [***]% of Max Capcity

	 	[***]	 	 	 	 
	Traffic distribution of Cricket.
Local call ratio
Long Distance Call ratio through Cricket VOIP network
Outgoing call ratio to other carriers

	 	[***]	 	 	 	 
	Prepaid user penetration:

	 	[***]	 	 	 	 
	Prepaid BHCA:

	 	[***]	 	 	 	 
	Prepaid Traffic/BH/SUB:

	 	[***]	 	 	 	 
	VMS User penetration rate:

	 	[***]	 	 	 	 
	VMS Traffic in VMS/BH/SUB:

	 	[***]	 	 	 	 
	SMS User penetration rate:

	 	[***]	 	 	 	 
	Number of SMS/BH/SUB(MO):

	 	[***]	 	 	 	 
	Number of SMS/BH/SUB(MT):

	 	[***]	 	 	 	 
	1X Data Usage:

	 	[***]	 	 	 	 
	Average 1x Data Hold time

	 	[***]	 	 	 	 
	WAP Portal ([***]% of $[***] rate plan takers use)

	 	[***]	 	 	 	 
	WAP Off Portal / Storefront (1 download / mo)

	 	[***]	 	 	 	 
	BREW Downloads ([***]% ringtones / graphics, [***]per mo)

	 	[***]	 	 	 	 






EVDO for all Markets




Data Card or tethered phone Product:

movie downloads: [***] at [***] MB per movie

music downloads: [***] at [***] MB per song

web page: [***] at [***] MB per web page

email: [***] at [***] MB per email




Total = [***] MB per sub per Busy Hour

Sales Forecast = [***]

Subs @ [***]% = [***] subs, Subs @[***]% = [***]




Mobile/WAP/Brew product (Music download and WAP/Brew Access)





	•	 	web page: [***] @ [***] MB
	 
	•	 	email: [***] @ [***] MB per email
	 
	•	 	music download = [***] @ [***] MB per song
	 
	•	 	WAP/Brew hits = [***] @ [***]
	 
	•	 	Stream Video = [***] @ [***] MB





Total = [***] MB per sub per Busy Hour

Sales Forecast = [***]% Q108 and [***]% 3Q09

Subs @ [***]% = [***], Subs @ [***]% = [***]




 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.



 









 




In the event of any conflict or inconsistency between the terms of the Amended and Restated
System Equipment Purchase Agreement and this exhibit, such conflict or inconsistency
shall be resolved by giving precedence to the Agreement.




			
	 	 	 
	Exhibit D
	 	






Expansion Pricing




	 	 	 	 	 
	Category	 	AWS Value	 	Remarks
	Minimum Voice Erlang “Increment”
	 	[***]	 	 
	Cost per Voice Erlang “Increment”
	 	[***]	 	 
	Core Cost / Incremental BTS
	 	[***]	 	 
	Minimum Data MB “Increment” (in MB)
	 	[***]	 	 
	Cost per Data MB “Increment”
	 	[***]	 	 
	Growth Outdoor Macro 1X F1 (EVDO Rev. A, 128 CE)
	 	[***]	 	Outdoor Macro BTS comes with standard 4 hours backup
	Growth Outdoor Macro 1X F2 (EVDO Rev. A, 192 CE)
	 	[***]	 	Outdoor Macro BTS comes with standard 4 hours backup
	Growth Outdoor Macro 1X F3 (EVDO Rev. A, 256 CE)
	 	[***]	 	Outdoor Macro BTS comes with standard 4 hours backup
	Growth Outdoor Macro 1X F4 (EVDO Rev. A, 320 CE)
	 	[***]	 	Outdoor Macro BTS comes with standard 4 hours backup
	Growth Outdoor Macro 1X F5 (EVDO Rev. A, 384 CE)
	 	[***]	 	Outdoor Macro BTS comes with standard 4 hours backup
	Growth Indoor Macro 1X F1 (EVDO Rev. A, 128 CE)
	 	[***]	 	 
	Growth Indoor Macro 1X F2 (EVDO Rev. A, 192 CE)
	 	[***]	 	 
	Growth Indoor Macro 1X F3 (EVDO Rev. A, 256 CE)
	 	[***]	 	 
	Growth Indoor Macro 1X F4 (EVDO Rev. A, 320 CE)
	 	[***]	 	 
	Growth Indoor Macro 1X F5 (EVDO Rev. A, 384 CE)
	 	[***]	 	 
	Growth ODU 1X F1
	 	[***]	 	ODU and one hour battery backup only, no baseband included
	Growth ODU 1X F2
	 	[***]	 	ODU and one hour battery backup only, no baseband included
	Growth ODU 1X F3
	 	[***]	 	ODU and one hour battery backup only, no baseband included
	Growth BBC (24ODU)
	 	[***]	 	BBC with 24 ODU connection capability(Total 1472 1x CE

included, Support up to 9*F1 ODU, 9*F2 ODU, 6*F3 ODU)

	32 CE Card
	 	[***]	 	 
	64 CE Card
	 	[***]	 	 
	128 CE Card
	 	[***]	 	 
	192 CE Card
	 	[***]	 	 
	256 CE Card
	 	[***]	 	 
	F1-F2, F2-F3, F4-F5 Carrier Growth Kit (64 CE)
	 	[***]	 	 
	F3-F4 Carrier Growth Kit (64 CE)
	 	[***]	 	 
	Growth Battery Cabinet
	 	[***]	 	 
	Growth Battery (300AH)
	 	[***]	 	 






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.




Cricket Communications Proprietary and Confidential Information




 









 







In the event of any conflict or inconsistency between the terms of the Amended and Restated
System Equipment Purchase Agreement and this exhibit, such conflict or inconsistency
shall be resolved by giving precedence to the Agreement.




			
	 	 	 
	Exhibit E
	 	






System Standard and Optional Software List




CSOFTX3000 (MSCe) Software List




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Requirement for	 	 	 	 
	 	 	 	 	 	 	 	 	peripheral network	 	 	 	Unit Price
	No	 	Feature ID	 	Basic Software	 	Delivery Type	 	entities	 	Unit	 	(USD)
	1
	 	SWP-CMSCF-OSMS	 	Short Message Service (SMS)	 	Included	 	SMSC	 	Per 1k Service Subscriber	 	[***]
	2
	 	SWP-CMSCF-VMS	 	Voice Mailbox Service	 	Included	 	VMS Server	 	Per 1k Service Subscriber	 	[***]
	3
	 	SWP-CMSCF-CW	 	Call Waiting (CW)	 	Included	 	HLR	 	Per 1k Service Subscriber	 	[***]
	4
	 	SWP-CMSCF-3WC	 	Three-Way Calling (3WC)	 	Included	 	HLR	 	Per 1k Service Subscriber	 	[***]
	5
	 	SWP-CMSCF-DATA	 	Packet Data Serving Node (PDSN)	 	Included	 	 	 	Per 1k Service Subscriber	 	[***]
	6
	 	SWP-CMSCF-CC	 	Conference Calling (CC) (Per 1k Service Subscriber)	 	Included	 	HLR	 	Per 1k Service Subscriber	 	[***]
	7
	 	SWP-CMSCF-ICS	 	Incoming Call Screen(ICS)(Per 1k Service Subscriber)	 	Included	 	HLR	 	Per 1k Service Subscriber	 	[***]
	8
	 	SWP-CMSCF-SIPT	 	SIP/SIP-T Protocol Interface ( Per 1k Service Subscriber)	 	Included	 	 	 	Per 1k Service Subscriber	 	[***]
	9
	 	SWP-CMSCF-LI	 	Lawful Interception(Per  Service Subscriber)	 	Included	 	CALEA	 	Per Service Subscriber	 	[***]
	10
	 	SWP-CMSCF-MTC	 	Markov Test Call (Per MSC)	 	Included	 	 	 	Per MSC	 	[***]
	11
	 	SWP-CMSCF-LTC	 	Loopback Test Call (Per MSC)	 	Included	 	 	 	Per MSC	 	[***]
	12
	 	SWP-CMSCF-TRACE	 	Trace (Per 1k Service Subscriber)	 	Included	 	 	 	Per 1k Service Subscriber	 	[***]
	13
	 	SWP-CMSCF-RMA	 	Remote Maintenance Agent(Per MSC)	 	Included	 	 	 	Per MSC	 	[***]
	14
	 	SWP-CMSCF-OTASP	 	OTA Service Provisioning (OTASP)(Per 1k Service Subscriber)	 	Included	 	OTA Server, HLR	 	Per 1k Service Subscriber	 	[***]
	15
	 	SWP-CMSCF-OTAPA	 	OTA Parameter Administration (OTAPA)(Per 1k Service Subscriber)	 	Included	 	OTA Server, HLR	 	Per 1k Service Subscriber	 	[***]
	16
	 	SWP-CMSCF-NP	 	Wireless Number Portability(Per 1k Service Subscriber)	 	Included	 	 	 	Per 1k Service Subscriber	 	[***]
	17
	 	SWP-CMSCF-E911	 	E911 Emergency Call(Per 1k Service Subscriber)	 	Included	 	 	 	Per 1k Service Subscriber	 	[***]
	18
	 	SWP-CMSCF-ATCD	 	Automatic Timed Call Disconnect(Per 1k Service Subscriber)	 	Included	 	 	 	Per 1k Service Subscriber	 	[***]
	19
	 	SWP-CMSCF-TrFO/RTO	 	TrFO/RTO (Per 1k Service Subscriber)	 	Included	 	MGW, BSC	 	Per 1k Service Subscriber	 	[***]
	20
	 	SWP-CMSCF-LSDH	 	LOAD SHARE Mode of Dual homing from MGW to MSCe (Per 1k Service Subscriber)	 	Included	 	 	 	Per 1k Service Subscriber	 	[***]
	21
	 	SWP-CMSCF-SG	 	SG Function (Per MSC)	 	Included	 	 	 	Per MSC	 	[***]
	22
	 	SWP-CMSCF-COSS	 	Customized Operating System for Security(Per BAM)	 	Included	 	 	 	Per BAM	 	[***]
	23
	 	SWP-CMSCF-CPT	 	Call Progress Tone  (Per 1k Service Subscriber)	 	Included	 	 	 	Per 1k Service Subscriber	 	[***]
	24
	 	SWP-CMSCF-VM	 	Virtual MSC (Per MSC)	 	Included	 	 	 	Per MSC	 	[***]
	25
	 	SWP-CMSCF-TTY/TTD	 	TTY/TTD (Per 1k Service Subscriber)	 	Included	 	 	 	Per 1k Service Subscriber	 	[***]
	26
	 	SWP-CMSCF-CT	 	Call Transfer (CT) (Per 1k Service Subscriber)	 	Included	 	HLR	 	Per 1k Service Subscriber	 	[***]
	27
	 	SWP-CMSCF-DND	 	Do Not Disturb (DND) (Per 1k Service Subscriber)	 	Included	 	HLR	 	Per 1k Service Subscriber	 	[***]
	28
	 	SWP-CMSCF-CRBT	 	Customized Ring Back Tone (CRBT) (Per 1k Service Subscriber)	 	Included with note3	 	CRBT Server	 	Per 1k Service Subscriber	 	[***]
	29
	 	SWP-CMSCF-PPC	 	Pre-Paid Charging (PPC)  (Per 1k Service Subscriber)	 	Available	 	HLR, SCP	 	Per 1k Service Subscriber	 	[***]
	30
	 	SWP-CMSCF-SMSBRO	 	Short Message Broadcast  (Per 1k Service Subscriber)	 	Available	 	Broadcast Server	 	Per 1k Service Subscriber	 	[***]
	31
	 	SWP-CMSCF-RFC	 	Remote Feature Control (Per 1k Service Subscriber)	 	Available	 	 	 	Per 1k Service Subscriber	 	[***]
	32
	 	SWP-CMSCF-FPH	 	Free-Phone (FPH)  (Per 1k Service Subscriber)	 	Available	 	HLR, SCP	 	Per 1k Service Subscriber	 	[***]
	33
	 	SWP-CMSCF-VPDC	 	Voice and Packet Data Concurrent (VPDC)(Per 1k Service Subscriber)	 	Available	 	BSC, BTS, MS	 	Per 1k Service Subscriber	 	[***]
	34
	 	SWP-CMSCF-2MSL	 	1.544-Mbit/s Signaling Link(Per Link)	 	Available	 	 	 	Per Link	 	[***]
	35
	 	SWP-CMSCF-ROAMB	 	Roaming Restriction (Per 1k Service Subscriber)	 	Available	 	 	 	Per 1k Service Subscriber	 	[***]
	36
	 	SWP-CMSCF-CDAN	 	Call Delivery to Appointed Number (CDAN)(Per 1k Service Subscriber)	 	Available	 	 	 	Per 1k Service Subscriber	 	[***]
	37
	 	SWP-CMSCF-USCF	 	USCF (Per 1k Service Subscriber)	 	Available	 	HLR/MS	 	Per 1k Service Subscriber	 	[***]
	38
	 	SWP-CMSCF-ISPAGING	 	ISPAGING (Per 1k Service Subscriber)	 	included with note4	 	MSC	 	Per 1k Service Subscriber	 	[***]
	39
	 	SWP-CMSCF-MAH	 	MAH (Per 1k Service Subscriber)	 	Available	 	HLR	 	Per 1k Service Subscriber	 	[***]
	40
	 	SWP-CMSCF-HB	 	Hot Billing (Per 1k Service Subscriber)	 	Available	 	HLR, Billing Platform	 	Per 1k Service Subscriber	 	[***]
	41
	 	SWP-CMSCF-CAB	 	Call Attempt Bill (Per 1k Service Subscriber)	 	Available	 	Billing Platform	 	Per 1k Service Subscriber	 	[***]
	42
	 	SWP-CMSCF-FL	 	Free Locking (Per 1k Service Subscriber)	 	Excluded	 	Huawei HLR	 	Per 1k Service Subscriber	 	[***]
	43
	 	SWP-CMSCF-SPINA	 	Subscriber PIN Access (SPINA)) (Per 1k Service Subscriber)	 	Excluded	 	HLR	 	Per 1k Service Subscriber	 	[***]
	44
	 	SWP-CMSCF-SPINI	 	Subscriber PIN Intercept (SPINI) (Per 1k Service Subscriber)	 	Excluded	 	HLR	 	Per 1k Service Subscriber	 	[***]
	45
	 	SWP-CMSCF-MVPN	 	Mobile Virtual Private Network (MVPN) (Per 1k Service Subscriber)	 	Excluded	 	Huawei HLR, SCP	 	Per 1k Service Subscriber	 	[***]
	46
	 	SWP-CMSCF-FreeCall	 	Temp-Credit Call(Per 1k Service Subscriber)	 	Excluded	 	SCP, Billing Center	 	Per 1k Service Subscriber	 	[***]
	47
	 	SWP-CMSCF-AOC	 	Advice of Charge (AOC)  (Per 1k Service Subscriber)	 	Excluded	 	Huawei SCP, Billing Center	 	Per 1k Service Subscriber	 	[***]
	48
	 	SWP-CMSCF-PRC	 	Premiun Rate Charging (PRC)  (Per 1k Service Subscriber)	 	Excluded	 	SCP, Billing Center	 	Per 1k Service Subscriber	 	[***]
	49
	 	SWP-CMSCF-MTSCP	 	Mutliple Subscriber Number Based on SCP(Per 1k Service Subscriber)	 	Excluded	 	 	 	Per 1k Service Subscriber	 	[***]
	50
	 	SWP-CMSCF-SIWF	 	SIWF (Per 1k Service Subscriber)	 	Excluded	 	IWF	 	Per 1k Service Subscriber	 	[***]
	51
	 	SWP-CMSCF-CIWF	 	CIWF(Per 1k Service Subscriber)	 	Excluded	 	IWF	 	Per 1k Service Subscriber	 	[***]
	52
	 	SWP-CMSCF-VPOP	 	Voice Call Precedence Over Active Packet Data Call (VPOP)(Per 1k Service Subscriber)	 	Included	 	Huawei BSC and HLR only.	 	Per 1k Service Subscriber	 	[***]
	53
	 	SWP-CMSCF-V2F	 	Voice to Fax (Per 1k Service Subscriber)	 	Excluded	 	IWF	 	Per 1k Service Subscriber	 	[***]
	54
	 	SWP-CMSCF-QOS	 	Data Service QoS (Per 1k Service Subscriber)	 	Excluded	 	Packet Data Subsystem	 	Per 1k Service Subscriber	 	[***]
	55
	 	SWP-CMSCF-LSTP	 	STP Function (Per Link)	 	Excluded	 	 	 	Per Link	 	[***]
	56
	 	SWP-CMSCF-VMSP	 	Multi-Signaling Point (Per Direction)	 	Excluded	 	 	 	Per Direction	 	[***]
	57
	 	SWP-CMSCF-ASDH	 	ACTIVE/STANDBY Mode of Dual homing from MGW to MSCe (Per 1k Service Subscriber)	 	Excluded	 	 	 	Per 1k Service Subscriber	 	[***]
	58
	 	SWP-CMSCF-R2	 	R2 Protocol Interface(Per 1k Service Subscriber)	 	Excluded	 	 	 	Per 1k Service Subscriber	 	[***]
	59
	 	SWP-CMSCF-PRA	 	PRA Protocol Interface(Per 1k Service Subscriber)	 	Excluded	 	 	 	Per 1k Service Subscriber	 	[***]
	60
	 	SWP-CMSCF-LBSCI	 	LBS (CELL-ID Based) (Per 1k Service Subscriber)	 	Available with Note4	 	HLR, LBS Server	 	Per 1k Service Subscriber	 	[***]
	61
	 	SWP-CMSCF-LBSLSE	 	Location Services Enhancements (PN-4747) (Per 1k Service Subscriber)	 	Available with Note4	 	HLR, LBS Server	 	Per 1k Service Subscriber	 	[***]
	62
	 	SWP-CMSCF-SRD	 	Specified Resource Diagnosis  (Per MSC)	 	Excluded	 	 	 	Per MSC	 	[***]
	63
	 	SWP-CMSCF-AOWADT	 	Automatic One-Way Audio Dialing Test (Per MSC)	 	Excluded	 	 	 	Per MSC	 	[***]
	64
	 	SWP-CMSCF-SYSPATRON	 	SysPatron(Per BAM)	 	Excluded	 	 	 	Per BAM	 	[***]
	65
	 	SWP-CMSCF-VCT	 	Vicious Call Trace(Per 1k Service Subscriber)	 	Available with Note4	 	Huawei HLR only	 	Per 1k Service Subscriber	 	[***]
	66
	 	SWP-CMSCF-RESTR	 	Enhanced Roaming Restriction (Per 1k Service Subscriber)	 	Excluded	 	Huawei HLR only	 	Per 1k Service Subscriber	 	[***]
	67
	 	SWP-CMSCF-CS	 	Carrier Selection  (Per 1k Service Subscriber)	 	Excluded	 	Huawei HLR only	 	Per 1k Service Subscriber	 	[***]
	68
	 	SWP-CMSCF-ONLY	 	One Number Link You (ONLY) (Per 1k Service Subscriber)	 	Excluded	 	HLR	 	Per 1k Service Subscriber	 	[***]
	69
	 	SWP-CMSCF-PL	 	Preferred Language (PL) (Per 1k Service Subscriber)	 	Excluded	 	HLR, SCP	 	Per 1k Service Subscriber	 	[***]
	70
	 	SWP-CMSCF-EPACA	 	Enhanced Priority Access Channel Assignment (EPACA) (Per 1k Service Subscriber)	 	Excluded	 	Huawei BSC and HLR only.	 	Per 1k Service Subscriber	 	[***]
	71
	 	SWP-CMSCF-WPP	 	Wireless Pay Phone (Per 1k Service Subscriber)	 	Excluded	 	Huawei HLR, Huawei SCP	 	Per 1k Service Subscriber	 	[***]
	72
	 	SWP-CMSCF-OPOS	 	Overlay PPC to Other SSP (Per MSC)	 	Excluded	 	HLR	 	Per MSC	 	[***]
	73
	 	SWP-CMSCF-SOCWI	 	SSP for CDMA WIN Incoming Overlay (Per MSC)	 	Excluded	 	WIN	 	Per MSC	 	[***]
	74
	 	SWP-CMSCF-VP	 	Voice Privacy Function (Per 1k Service Subscriber)	 	Excluded	 	HLR, BSC, BTS, MS	 	Per 1k Service Subscriber	 	[***]
	75
	 	SWP-CMSCF-NNAN	 	New Number Notification (Per 1k Service Subscriber)	 	Excluded	 	Huawei HLR only	 	Per 1k Service Subscriber	 	[***]
	76
	 	SWP-CMSCF-WCN	 	Wireless Call Navigation (WCN)(Per 1k Service Subscriber)	 	Excluded	 	Huawei HLR only	 	Per 1k Service Subscriber	 	[***]
	77
	 	SWP-CMSCF-FMC	 	Flexible Metering Charging (FMC)(Per 1k Service Subscriber)	 	Excluded	 	Metering charging platform	 	Per 1k Service Subscriber	 	[***]
	78
	 	SWP-CMSCF-INIP	 	Built-in IP function (Per 1k Service Subscriber)	 	Excluded	 	Inteligent peripherial platform	 	Per 1k Service Subscriber	 	[***]
	79
	 	SWP-CMSCF-IDIP	 	Independent IP function (Per 1k Service Subscriber)	 	Excluded	 	Inteligent peripherial platform	 	Per 1k Service Subscriber	 	[***]
	80
	 	SWP-CMSCF-BYPASS	 	ByPass(Per 1k Service Subscriber)	 	Excluded	 	 	 	Per 1k Service Subscriber	 	[***]
	81
	 	SWP-CMSCF-UZ	 	User Zone (Per 1k Service Subscriber)	 	Excluded	 	 	 	Per 1k Service Subscriber	 	[***]
	82
	 	SWP-CMSCF-AH	 	Answer Hold (AH)  (Per 1k Service Subscriber)	 	Excluded	 	 	 	Per 1k Service Subscriber	 	[***]
	83
	 	SWP-CMSCF-RRUZID	 	Roaming restriction based on UZID authorized (Per 1k Service Subscriber)	 	Excluded	 	 	 	Per 1k Service Subscriber	 	[***]
	84
	 	SWP-CMSCF-LBSSP	 	LoopBack SSP (Per 1k Service Subscriber)	 	Excluded	 	 	 	Per 1k Service Subscriber	 	[***]
	85
	 	SWP-CMSCF-CT800	 	CDMA CT800 Function (Per 1K Service Subscriber)	 	Excluded	 	 	 	Per 1k Service Subscriber	 	[***]






 





Note:





	1.	 	Definition of Software Delivery Type:






			
	Included -	 	Vendor Standard or optional Software, included in Initial System Configuration where
the system capacity has been considered.






			
	Available -	 	Vendor Optional Software, not included in Initial System Configuration but available
upon request in the future. Cricket get all “available” features license without software license
fee.
However Cricket is required to pay for any additional hardware expansion/upgrade should any of
these feature(s) incurred expansion/upgrade due to increase of system performance and/or capacity.






			
	Excluded -	 	Vendor Optional Software, not included in Initial System Configuration.






	2.	 	Some features require additional hardware to support as stated in “Requirement for Peripheral
Network Entities” column (e.g., SMS, VMS, OTA, CALEA, E911, CRBT, etc).
	 
	3.	 	2% subscribers capacity has been included in initial system. If beyong this penetration rate,
Owner need to expand system capacity as per vendor’s recommendation
	 
	4.	 	If third parties’ platforms provide standard open interface, this feature is included. If there
is any customized development, Owner need to pay for the cost based on the work hours




 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.








 









 










In the event of any conflict or inconsistency between the terms of the Amended and Restated
System Equipment Purchase Agreement and this exhibit, such conflict or inconsistency
shall be resolved by giving precedence to the Agreement.




			
	 	 	 
	Exhibit E
	 	






System Standard and Optional Software List




UMG8900 (MGW) Software List




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Requirement for	 	 	 	 
	 	 	 	 	 	 	 	 	peripheral	 	 	 	Unit Price
	No	 	Feature ID	 	Optional Software	 	Delivery Type	 	network entities	 	Unit	 	(USD)
	1
	 	SWP-UMGV-TrFO	 	TrFO Function per k subs	 	Included	 	BSC	 	Per 1k Service Subscriber	 	[***]
	2
	 	SWP-UMGVG-64SG	 	64K MTP2/MTP3-M2UA/M3UA Signaling Gateway per Link	 	Included	 	MSCe	 	Per Link	 	[***]
	3
	 	SWP-UMGVGT-DH	 	Dual Homing to VMSC\GMSC\TMSC Server(per k subs)	 	Included	 	 	 	Per 1k Service Subscriber	 	[***]
	4
	 	SWP-UMGV-STLI	 	Lawful Interception per subs	 	Included	 	CALEA	 	Per Service Subscriber	 	[***]
	5
	 	SWP-UMGVG-TRACE	 	Trace Management(per MGW)	 	Included	 	 	 	Per MGW	 	[***]
	6
	 	SWP-UMGV-RTO	 	Remote Transcoder Operation (RTO)(per k subs)	 	Included	 	 	 	Per 1k Service Subscriber	 	[***]
	7
	 	SWP-UMGV-VMGW	 	Virtual MGW (per virtual MGW)	 	Included	 	 	 	Per Virtual MGW	 	[***]
	8
	 	SWP-UMGV-QOS	 	IP QoS speciality (per k subs)	 	Included	 	 	 	Per 1k Service Subscriber	 	[***]
	9
	 	SWP-UMGVT-BFD	 	Bidirectional Forwarding Detection (BFD) (per MGW)	 	Included	 	 	 	Per MGW	 	[***]
	10
	 	SWP-UMGV-Remote DialMainten	 	Remote Dialing Maintenance(per k subs)	 	Included	 	 	 	Per 1k Service Subscriber	 	[***]
	11
	 	SWP-UMGV-A-IP	 	IP Transmission at A Interface(per k subs)	 	Included	 	BSC	 	Per 1k Service Subscriber	 	[***]
	12
	 	SWP-UMGVG-TTY/TDD	 	TTY/TDD(TeleTYpe/Text telephone Devices for the Deaf)(per MGW)	 	Included	 	 	 	Per MGW	 	[***]
	13
	 	SWP-UMGVGT-IPHC	 	IPHC (IP Header Compression) Function(per MGW)	 	Included	 	 	 	Per MGW	 	[***]
	14
	 	SWP-UMGVGT-IPSG	 	Transmit IP Signaling(A1p/SIP-T/H.248/Sigtran)(per MGW)	 	Included	 	 	 	Per MGW	 	[***]
	15
	 	SWP-UMGVG-ANSI MTP	 	ANSI MTP(per link)	 	Included	 	 	 	Per Link	 	[***]
	16
	 	SWP-UMGVGT-IPOE1	 	IP over T1/E1 function	 	Included	 	MGW, BSC	 	Per T1	 	[***]
	17
	 	SWP-UMGVG-2MSG	 	1.544M MTP2/MTP3-M2UA/M3UA Signaling Gateway per Link	 	Available	 	 	 	Per Link	 	[***]
	18
	 	SWP-UMGV-MPTY	 	MultiParty SS(MPTY) per subs	 	Excluded	 	 	 	Per Subscriber	 	[***]
	19
	 	SWP-UMGV-IUA	 	IUA Protocol	 	Excluded	 	 	 	Per T1	 	[***]
	20
	 	SWP-UMGV-MCSTM	 	Satellite Transmission Mode	 	Excluded	 	 	 	Per T1	 	[***]
	21
	 	SWP-UMGVG-MicroTM	 	Microwave Transmission Mode	 	Excluded	 	 	 	Per T1	 	[***]
	22
	 	SWP-UMGV-PTIN	 	Playing of Tone for Intelligent Service per k subs	 	Excluded	 	SCP	 	Per 1k Service Subscriber	 	[***]
	23
	 	SWP-UMGVGT-R2	 	R2 Signaling	 	Excluded	 	 	 	Per T1	 	[***]
	24
	 	SWP-UMGV-R1.5	 	Russia R1.5 Signaling	 	Excluded	 	 	 	Per T1	 	[***]
	25
	 	SWP-UMGVG-R2	 	Adaptation to multinational R2 Signaling	 	Excluded	 	 	 	Per T1	 	[***]
	26
	 	SWP-UMGVG-R1	 	R1 Signaling	 	Excluded	 	 	 	Per T1	 	[***]
	27
	 	SWP-MGW-IWF	 	IWF services Per 1K Service Subscriber	 	Excluded	 	IWF	 	Per 1k Service Subscriber	 	[***]
	28
	 	SWP-UMGV-AMR	 	AMR(per k subs)	 	Excluded	 	 	 	Per 1k Service Subscriber	 	[***]
	29
	 	SWP-UMGV-AMR2	 	UMTS AMR2 per k subs	 	Excluded	 	 	 	Per 1k Service Subscriber	 	[***]






 





Note:





	1.	 	Definition of Software Delivery Type:






			
	Included -	 	Vendor Standard or optional Software, included in Initial System Configuration where
the system capacity has been considered.






			
	Available -	 	Vendor Optional Software, not included in Initial System Configuration but available
upon request in the future. Cricket get all “available” features license without software license
fee.
However Cricket is required to pay for any additional hardware expansion/upgrade should any of
these feature(s) incurred expansion/upgrade due to increase of system performance and/or capacity.






			
	Excluded -	 	Vendor Optional Software, not included in Initial System Configuration.






	2.	 	Some features require additional hardware to support as stated in “Requirement for Peripheral
Network Entities” column (e.g., SMS, VMS, OTA, CALEA, E911, CRBT, etc).









 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.




 









 










In the event of any conflict or inconsistency between the terms of the Amended and Restated
System Equipment Purchase Agreement and this exhibit, such conflict or inconsistency
shall be resolved by giving precedence to the Agreement.




			
	 	 	 
	Exhibit E
	 	






System Standard and Optional Software List




BSS Software List




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Requirement for	 	 	 	 
	 	 	 	 	 	 	 	 	peripheral network	 	 	 	Unit Price
	No	 	Feature ID	 	Optional Software	 	Delivery Type	 	entities	 	Unit	 	(USD)
	1
	 	SWP-CBSCF-ALC	 	Automatic Level Control Per Service CH	 	Included	 	 	 	Per Service CH	 	[***]
	2
	 	SWP-CBSCF-TTY/TTD	 	Teletype/Text Telephone Per Service CH	 	Included	 	 	 	Per Service CH	 	[***]
	3
	 	SWP-CBSCF-TRACE	 	Signaling Tracing Per Service CH	 	Included	 	 	 	Per Service CH	 	[***]
	4
	 	SWP-CBSCF-SH	 	Inter-CBSC Soft Handoff Per Service CH	 	Included	 	A3/A7 interface	 	Per Service CH	 	[***]
	5
	 	SWP-CBSCF-QCS	 	Quasi-concurrent Service Per CH	 	Included	 	 	 	Per Service CH	 	[***]
	6
	 	SWP-CBSCF-E911	 	E911 Per Service CH	 	Included	 	 	 	Per Service CH	 	[***]
	7
	 	SWP-CBSCF-TrFO/RTO	 	TrFO/RTO Per Service CH	 	Included	 	 	 	Per Service CH	 	[***]
	8
	 	SWP-CBSCF-DO TRACE	 	Signaling Tracing Per DO Service CH	 	Included	 	 	 	Per DO Service CH	 	[***]
	9
	 	SWP-CBSCF-InterQoS DO	 	Inter-User QoS Support Per DO Service CH	 	Included	 	 	 	Per DO Service CH	 	[***]
	10
	 	SWP-CBSCF-AEC	 	AEC (Acoustic Echo Canceller) Per Service CH	 	Included	 	 	 	Per Service CH	 	[***]
	11
	 	SWP-CBSCF-TFO	 	Tandem Free Option Per Service CH	 	Included	 	 	 	Per Service CH	 	[***]
	12
	 	SWP-CBSCF-CMS	 	Clone MS Detection Per Service CH	 	Included	 	 	 	Per Service CH	 	[***]
	13
	 	SWP-CBSCF-EFLT	 	EFLT-based Location Service Per Service CH	 	Included	 	 	 	Per Service CH	 	[***]
	14
	 	SWP-CBSCF-InterQoS	 	Inter-User QoS Per Service CH	 	Included	 	 	 	Per Service CH	 	[***]
	15
	 	SW-CBSCF-ATEE	 	ABIS Transmission Efficiency Enhancement Per Service CH	 	Included	 	 	 	Per Service CH	 	[***]
	16
	 	SWP-CBSCF-AccChannelAuc DO	 	Access Channel Authentication Per DO Service CH	 	Included	 	 	 	Per DO Service CH	 	[***]
	17
	 	SWP-CBSCF-DO IUQ	 	Intra-User Qos & Inter-user Qos Per DO Service CH	 	Included	 	 	 	Per DO Service CH	 	[***]
	18
	 	SWP-CBSCF-DO VoIP	 	VoIP/Video Telephony Per DO Service CH	 	Included	 	 	 	Per DO Service CH	 	[***]
	19
	 	SWP-CBSCF-VPOP	 	Voice Priority over Packet in EV-DO Per DO Service CH	 	Included	 	MS	 	Per DO Service CH	 	[***]
	20
	 	SWP-CBSCF-DO TA	 	Test Application Per DO Service CH	 	Included	 	 	 	Per DO Service CH	 	[***]
	21
	 	SWP-CBSCF-ST	 	Satellite Transmission Per T1	 	Available	 	 	 	Per T1	 	[***]
	22
	 	SWP-CBSCF-FATM	 	Fractional ATM in Abis interface Per Service CH	 	Excluded	 	 	 	Per Service CH	 	[***]
	23
	 	SWP-CBSCF-FAX	 	G3 FAX Per Service CH	 	Excluded	 	IWF	 	Per Service CH	 	[***]
	24
	 	SWP-CBSCF-IWF	 	Asynchronous data Per Service CH	 	Excluded	 	IWF	 	Per Service CH	 	[***]
	25
	 	SWP-CBSCF-VP	 	Voice Privacy in Air Interface Per Service CH	 	Excluded	 	BTS/MS	 	Per Service CH	 	[***]
	26
	 	SWP-CBSCF-PTT	 	Push to Talk Per Service CH	 	Excluded	 	Huawei only PTT Platform and MS impact	 	Per Service CH	 	[***]
	27
	 	SWP-CBSCF-1xRelA	 	1xRelA Support Per Service CH	 	Excluded	 	 	 	Per Service CH	 	[***]
	28
	 	SWP-CBSCF-BMCS DO	 	Broadcast and Multicast Service Per DO Service CH	 	Excluded	 	BCMCS	 	Per DO Service CH	 	[***]






 




Note:





	1.	 	Definition of Software Delivery Type:






			
	Included -	 	Vendor Standard or optional Software, included in Initial System Configuration where
the system capacity has been considered.






			
	Available -	 	Vendor Optional Software, not included in Initial System Configuration but available
upon request in the future. Cricket get all “available” features license without software license
fee.
However Cricket is required to pay for any additional hardware expansion/upgrade should any of
these feature(s) incurred expansion/upgrade due to increase of system performance and/or capacity.






			
	Excluded -	 	Vendor Optional Software, not included in Initial System Configuration.






	2.	 	Some features require additional hardware to support as stated in “Requirement for Peripheral
Network Entities” column (e.g., SMS, VMS, OTA, CALEA, E911, CRBT, etc).








 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.







 









 










In the event of any conflict or inconsistency between the terms of the Amended and Restated
System Equipment Purchase Agreement and this exhibit, such conflict or inconsistency
shall be resolved by giving precedence to the Agreement.




			
	 	 	 
	Exhibit E
	 	






System Standard and Optional Software List




M2000 Software List




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Requirement for	 	 	 	 
	 	 	 	 	 	 	 	 	peripheral network	 	 	 	 
	No	 	Feature ID	 	Optional Software	 	Delivery Type	 	entities	 	Unit	 	Unit Price (USD)
	1
	 	SWP-M2000-CPRS	 	Customizable reports system Per NE	 	Included	 	 	 	Per NE	 	[***]
	2
	 	SWP-M2000-CORBA	 	CORBA Alarm Interfaces per NE	 	Included	 	 	 	Per NE	 	[***]
	3
	 	SWP-File-Performance	 	File Performance Interface per NE	 	Included	 	 	 	Per NE	 	[***]
	4
	 	SWP-File-Configuration	 	File Configuration Interface per NE	 	Included	 	 	 	Per NE	 	[***]
	5
	 	SWP-File-Alarm	 	File Alarm Interface per NE	 	Included	 	 	 	Per NE	 	[***]
	6
	 	SWP-Alarm Streaming	 	Alarm Streaming Interface per NE	 	Included	 	 	 	Per NE	 	[***]
	7
	 	SWP-SNMP-Alarm	 	SNMP Alarm Interface per NE	 	Included	 	 	 	Per NE	 	[***]
	8
	 	SWP-Vector-Map	 	Support Vector Map On Topology	 	Included	 	 	 	Per Function	 	[***]






 




Note:





	1.	 	Definition of Software Delivery Type:






			
	Included -	 	Vendor Standard or optional Software, included in Initial System Configuration where
the system capacity has been considered.






			
	Available -	 	Vendor Optional Software, not included in Initial System Configuration but available
upon request in the future. Cricket get all “available” features license without software license
fee.
However Cricket is required to pay for any additional hardware expansion/upgrade should any of
these feature(s) incurred expansion/upgrade due to increase of system performance and/or capacity.






			
	Excluded -	 	Vendor Optional Software, not included in Initial System Configuration.






	2.	 	Some features require additional hardware to support as stated in “Requirement for Peripheral
Network Entities” column (e.g., SMS, VMS, OTA, CALEA, E911, CRBT, etc).







 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.




 











 





Exhibit F
                               Technical Support and Service




Exhibit F




Technical Support




and Service









Huawei Technologies, Inc.




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Exhibit F
                               Technical Support and Service




Table of Contents




	 	 	 	 	 	 	 
	TABLE OF CONTENTS	 	 	2	 
	 	 	 
	 	 	 	 
	1	 	EXECUTIVE SUMMARY
	 	 	5	 
	 	 	 
	 	 	 	 
	1.1	 	Overview
	 	 	 5	 
	 	 	 
	 	 	 	 
	1.2	 	Summary of Services
	 	 	 5	 
	 	 	 
	 	 	 	 
	2	 	TECHNICAL SERVICES
	 	 	6	 
	 	 	 
	 	 	 	 
	3	 	TECHNICAL SUPPORT SERVICE
	 	 	6	 
	 	 	 
	 	 	 	 
	3.1	 	Brief Introduction
	 	 	 6	 
	 	 	 
	 	 	 	 
	3.2	 	TAC Service Support
	 	 	 7	 
	 	 	 
	 	 	 	 
	3.2.1	 	Helpdesk
	 	 	 7	 
	 	 	 
	 	 	 	 
	3.2.2	 	Remote Access Diagnosis
	 	 	 9	 
	 	 	 
	 	 	 	 
	3.2.3	 	Web-based Support
	 	 	 9	 
	 	 	 
	 	 	 	 
	3.2.4	 	On-Site Support
	 	 	 9	 
	 	 	 
	 	 	 	 
	3.2.5	 	On-Site Emergency Service
	 	 	10	 
	 	 	 
	 	 	 	 
	3.2.6	 	Routine Check
	 	 	11	 
	 	 	 
	 	 	 	 
	3.3	 	Software Update
	 	 	11	 
	 	 	 
	 	 	 	 
	3.3.1	 	General
	 	 	11	 
	 	 	 
	 	 	 	 
	3.3.2	 	Documentation
	 	 	12	 
	 	 	 
	 	 	 	 
	3.3.3	 	Implementation
	 	 	12	 
	 	 	 
	 	 	 	 
	3.4	 	Equipment Support
	 	 	13	 
	 	 	 
	 	 	 	 
	3.4.1	 	Spare Parts Management Structure
	 	 	13	 
	 	 	 
	 	 	 	 
	3.4.2	 	Service Options
	 	 	14	 
	 	 	 
	 	 	 	 
	·	 	Repair and Return
	 	 	14	 






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Exhibit F
                               Technical Support and Service




	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 
	·	 	Local Swapping
	 	 	15	 
	 	 	 
	 	 	 	 
	·	 	Advance Replacement
	 	 	15	 
	 	 	 
	 	 	 	 
	3.4.3	 	Turn Around Time
	 	 	16	 
	 	 	 
	 	 	 	 
	3.5	 	Training
	 	 	16	 
	 	 	 
	 	 	 	 
	4	 	SERVICE LEVEL AGREEMENT
	 	 	17	 
	 	 	 
	 	 	 	 
	4.1	 	Definitions
	 	 	17	 
	 	 	 
	 	 	 	 
	4.2	 	Service Level Agreement
	 	 	17	 
	 	 	 
	 	 	 	 
	5	 	ENHANCED SERVICES (OPTIONAL)
	 	 	18	 
	 	 	 
	 	 	 	 
	5.1	 	Network Optimization
	 	 	18	 
	 	 	 
	 	 	 	 
	5.2	 	Equipment Relocation
	 	 	19	 
	 	 	 
	 	 	 	 
	5.3	 	Software feature Upgrade
	 	 	19	 
	 	 	 
	 	 	 	 
	5.4	 	Equipment Renovation
	 	 	20	 
	 	 	 
	 	 	 	 
	5.5	 	Skilled Engineer On-Site
	 	 	20	 
	 	 	 
	 	 	 	 
	6	 	PRICING
	 	 	22	 
	 	 	 
	 	 	 	 
	6.1	 	Pricing Philosophy
	 	 	22	 
	 	 	 
	 	 	 	 
	6.2	 	Service Package Price (Technical Service & Support OPEX)
	 	 	23	 
	 	 	 
	 	 	 	 
	u	 	On-Site Support Service Pricing
	 	 	23	 
	 	 	 
	 	 	 	 
	u	 	On-Site Emergency Support Service
	 	 	23	 
	 	 	 
	 	 	 	 
	u	 	Advance Replacement
	 	 	24	 
	 	 	 
	 	 	 	 
	6.3	 	Global Service Support Organization
	 	 	24	 
	 	 	 
	 	 	 	 
	6.4	 	Local Service Support Organization
	 	 	25	 
	 	 	 
	 	 	 	 
	7	 	ANNEX1 CUSTOMER REQUESTS HANDLING PROCEDURE
	 	 	28	 






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Exhibit F
                               Technical Support and Service




	 	 	 	 	 	 	 
	8	 	ANNEX2 RMA PROCEDURE
	 	 	31	 
	 	 	 
	 	 	 	 
	8.1	 	Terms and Definitions
	 	 	31	 
	 	 	 
	 	 	 	 
	8.2	 	RMA Procedure
	 	 	31	 






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Exhibit F
                               Technical Support and Service



In the event of any conflict or inconsistency between the terms of the Amended and Restated System
Equipment Purchase Agreement and this exhibit, such conflict or inconsistency shall be resolved by
giving precedence to the Agreement.





	1	 	Executive Summary
	 
	1.1	 	Overview
	 
	 	 	Vendor service strategy for customers aims at a quick and effective response in case of a
malfunction of either the Equipment or Software as well as at the provisioning of
professional solutions based on the knowledge of central competence centers.
	 
	1.2	 	Summary of Services
	 
	 	 	The services described in this Exhibit are focused on Equipment/Software fault preventive
and corrective actions in support of Owner during the operation phase of the Network. The
detailed scope of services is defined in the succeeding sections.





SERVICES





	 	•	 	TAC Service (See Section 3.2)
	 
	 	•	 	Software Update (See Section 3.3)
	 
	 	•	 	Equipment Support (See Section 3.4)
	 
	 	•	 	Training (See Section 3.5)
	 
	 	•	 	Enhanced Services (See Section 5)





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Exhibit F
                               Technical Support and Service







	2	 	Technical Services
	 
	 	 	Vendor commits to make all reasonable efforts to maintain optimum system performance.
	 
	 	 	The services covered by Vendor, at no charge during the Warranty Period, consist of the
following:






	 	•	 	TAC Service (including Help desk 7x24, Web based support, Remote Diagnosis and
Routine Check)






Note: “On-Site Support” and “On-Site Emergency Service” are value-added services,
available to Owner for an additional charge. There is no charge, however, when
these services are required to satisfy obligations of the Agreement.




	 	•	 	Software Update
	 
	 	•	 	Equipment Support (7-day Local Swapping)
	 
	 	•	 	All Services described in the Agreement with respect to any Warranty Period.






	3	 	TECHNICAL SUPPORT SERVICE
	 
	3.1	 	Brief Introduction
	 
	 	 	The main objective of Vendor Technical Support Service offering is to keep the system
running to specification operational levels and in case of network failures, to restore the
system to those same operational levels as soon as possible.
	 
	 	 	The following support services are offered to Owner:






	 	1)	 	Technical Assistance Center (TAC) Support Service






	 	Ø	 	Help Desk
	 
	 	Ø	 	Remote Access Diagnosis





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Exhibit F
                               Technical Support and Service





	 	Ø	 	Web-based Support
	 
	 	Ø	 	On-Site Support (optional service for an additional charge)
	 
	 	Ø	 	Routine Check
	 
	 	Ø	 	Emergency Service (optional service for an additional charge)






	 	2)	 	Software Update
	 
	 	3)	 	Equipment Support






	 	Ø	 	Repair and Return
	 
	 	Ø	 	Local Swapping
	 
	 	Ø	 	Advance Replacement






	 	4)	 	Training






	3.2	 	TAC Service Support
	 
	 	 	TAC support takes place in the event of a fault or problem caused by the Equipment and/or
Software, and provides operation and maintenance assistance in order to rectify the problem
in a timely and efficient manner.
	 
	 	 	Following contact with the TSD and/or receipt of a fault report, Vendor shall provide:






	 	•	 	Consultation for daily operation and maintenance, equipment running prompts,
equipment functions and configuration, networking characteristics, and equipment
structure.
	 
	 	•	 	Assistance and/or implementation on analyzing, diagnosing, and setting priorities
for dealing with the problems;
	 
	 	•	 	Assistance and/or implementation on corrective measures;
	 
	 	•	 	Generate a resolution report.






	3.2.1	 	Helpdesk
	 
	 	 	The Helpdesk provides via telephone, fax, and/or e-mail, a convenient way to consult 7x24
(24 hours a day, 7 days a week, 365 days a year) with trained





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Exhibit F
                               Technical Support and Service





	 	 	professionals on specific
maintenance problems, solve network faults, and provide efficient know-how and experience
to Owner. Reported problems will be addressed on a priority basis, and will be quickly and
competently
responded and resolved within a defined Service Level Agreement time period. Vendor will
remain in contact with Owner until the problem has been fully resolved.
	 
	 	 	Local TSD location: Plano, Texas, USA
	 
	 	 	The Hotline number: 1-877-4HUAWEI or 1-469-229-5305
	 
	 	 	Email: techsupport.usa@Huawei.com
	 
	 	 	The intent of the Helpdesk is:






	 	•	 	Establish priorities upon receipt of the problem report to set the wheels in motion
to resolve the problem;
	 
	 	•	 	Provide consultation service for daily operation and maintenance, equipment running
prompts, equipment functions and configuration, networking characteristics and
equipment structure;
	 
	 	•	 	Provide advice and assistance in analyzing, diagnosing, locating and isolating the
problem;
	 
	 	•	 	Assist and instruct the Owner in generating solutions to the problem;

	 
	 	•	 	
Provide advice on the implementation of corrective measures;
	 
	 	•	 	Facilitate Remote Access Diagnosis where a fault or a problem can not be resolved
by telephone recommendation (Helpdesk);






	 	 	If technical problems occur, Owner is encouraged to contact the Vendor Local TSD, and
provide a detailed problem description, service request time, contact person, contact
times, and any other relevant information.
	 
	 	 	Owner is requested to provide prompt feed back to Vendor as to the effectiveness of the
solution, in such a manner that Vendor can determine if other services are needed.





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Exhibit F
                               Technical Support and Service





	3.2.2	 	Remote Access Diagnosis
	 
	 	 	In the case that the Helpdesk can not effectively solve the Equipment problems, Vendor will
provide, with Owner’s permission, Remote Access Diagnosis.
	 
	 	 	During the Remote Access Diagnosis process, Vendor engineers will either dial-up or connect
via IP provided connection the target equipment, performing diagnosis and providing the
appropriate solutions. Owner shall make any
necessary connectivity arrangements and provide assistance according to the requirements
presented by Vendor, and provide feedback on the effectiveness of the solution.
	 
	 	 	If the solution requires On-Site support, Owner has the option of requesting said On-Site
Support service, for an additional charge, performed by a Vendor engineer. There is no
charge, however, when these services are required to satisfy obligations of the Agreement.
	 
	3.2.3	 	Web-based Support
	 
	 	 	Vendor website will allow Owner to access the latest Vendor products’ maintenance
information and procedures, such as preventative steps necessaries for Equipment
maintenance, acquire the latest product knowledge and download product new releases, case
studies, past experiences, Software patches, recommendations and notices.
	 
	 	 	Vendor Online Trouble Ticket System (GCRMS) encourages Owner to submit requests for
Technical Support Services and enables Owner to track progress on the resolution of trouble
ticket, online.
	 
	 	 	Vendor will provide email notification of product bulletins and alerts.
	 
	3.2.4	 	On-Site Support
	 
	 	 	Upon receipt of Owner’s approval and based on the established Service Level Agreement
between Owner and Vendor, Vendor will initiate its On-Site Support service. During their
presence on Site, the Vendor engineer(s) shall be continuously assisted by Owner’s Vendor
product trained representative.
	 
	 	 	Owner is responsible for making spare parts available at Sites either for day-to-day
operation, maintenance performed by its own staff, or for authorized support activities
performed by the Vendor engineer(s).





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Exhibit F
                               Technical Support and Service





	 	 	At the end of each service performed on Site, an On-Site Support Service Report will be
completed and signed by the Vendor engineer, and co-signed by the Owner’s representative.
This report will document the tasks performed, the time spent and the recommendations
provided by the Vendor engineer.
	 
	 	 	The departure time of the engineer from the actual base is defined by the response time
quoted in Section 4.2 Service Level Agreement
	 
	 	 	As these interventions are mainly to cope with urgent matters of maintenance, the
engineer’s work will prioritize at restoring the system to acceptable
conditions. This means that some technical studies may be carried out after completion of
the intervention via Remote Access Diagnosis.
	 
	 	 	On-Site support is available during business hours, Monday to Friday. Owner is requested to
schedule on-Site service with Vendor, prior to dispatch Vendor expert to the Owner Site.
For non scheduled interventions or emergency situations, Owner has the option to request
the Emergency Service.
	 
	 	 	On-Site support is a value-added service available to Owner for an additional charge and
subject to schedule. There is no charge, however, when these services are required to
satisfy obligations of the Agreement.
	 
	3.2.5	 	On-Site Emergency Service
	 
	 	 	In critical operating situations where system availability is seriously affected, an
On-Site Emergency Service is available to Owner 24 hours a day, 7 days a week. The main
objective of this service is to keep the system running or, in case of a failure, to
restore the system to an operational level as soon as possible. This service may also be
utilized to restore operations and support systems that are critical to provisioning,
billing, and customer service functions. For this purpose, even operational restrictions
are acceptable in order to prevent a loss of service to Owner.
	 
	 	 	Emergency
	 
	 	 	“Emergency” means a critical and acute operating situation that caused, or that has the
potential to cause, a considerable and intolerable service, or management restrictions.
	 
	 	 	Definition of typical emergencies:






	 	•	 	Total outage of a system, service interruption, lost of redundancy





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Exhibit F
                               Technical Support and Service





	 	•	 	Partial outage of a system with considerable restrictions to subscribers.
“Considerable restrictions” is the situation when the capacity (available ports) of
resources, is lower or equal to 50 percent for each Network Element
	 
	 	•	 	Total outage of the management system
	 
	 	•	 	Loss of billing data
	 
	 	•	 	Loss of subscriber registration, or activation capability
	 
	 	•	 	Other emergencies defined by Owner and agreed by the parties.






	 	 	Emergency Service is a value-added service available to Owner upon request for an
additional charge. There is no charge, however, when these services are required to
satisfy obligations of the Agreement. In the case where the Emergency Service is required
to resolve an emergency within the Vendor’s Span of Control, there is no charge to the
Owner.
	 
	3.2.6	 	Routine Check
	 
	 	 	To ensure Equipment and systems are operating at peak performance, Vendor assigns engineers
to conduct On-Site Equipment health checks two times a year, and telephone health checks
four times a year. In this case, Owner should provide necessary assistance for these
On-Site health checks, such as permission to access the Owner’s Equipment and Sites.
	 
	 	 	Such preventative maintenance activities shall be scheduled or requested at least fifteen
(15) days in advance. The Equipment list to be reviewed, and the measure of On-Site or
remote access via OSS, should be confirmed by both parties.
	 
	3.3	 	Software Update
	 
	3.3.1	 	General
	 
	 	 	Vendor shall provide the Owner with the Software Update Service.
	 
	 	 	Vendor agrees to continuously develop and improve the operation and quality of our Software
releases delivered to Owner. This service includes timely updates and corrections of errors
reported by Owner, as well as from other users, or those detected by Vendor (as in
preventive maintenance). Vendor will deliver, normally once a year, corrections,
enhancements, and modifications to





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Exhibit F
                               Technical Support and Service





	 	 	the Software release in the form of Software Update
covering one or more of the Software releases included in Owner’s network. The Software
Update does not include issuing new Software releases for new functionality provision.
	 
	 	 	Additional required Software Update documentation shall be provided to Owner free of
charge.
	 
	 	 	Any modifications to the network and its procedures, connected to technical support
activities shall be agreed by both parties (e.g., approval or rejection, time schedule,
responsibility matrix and other). Vendor will install no more than two Software Updates per
year, not including any Software Updates that Owner requests Vendor to install. .
	 
	3.3.2	 	Documentation
	 
	 	 	Updated documentation describing the corrections, enhancements and/or improved
functionalities provided, shall accompany any Software Update supplied.
	 
	 	 	Generally, provided documentation should contain the following information:






	 	•	 	Previous version Software bugs removed, if any,
	 
	 	•	 	Current Software bugs, as far as it is known by Vendor at the time of delivery to
Owner, and the preventive rules on how to treat these bugs.






	 	 	“Bugs” are defined as the undesirable glitches or results that adversely affect smooth
operations, usually originating in Software or undocumented features.
	 
	3.3.3	 	Implementation
	 
	 	 	The parties shall agree on the implementation details five (5) working days before the
implementation of each Software Update.
	 
	 	 	If Owner performs the Software Update implementation, Vendor’s technical personnel is
available at Owner’s request to supervise the implementation of the Software Update, for a
reasonable number of Sites. The number of Vendor’s personnel involved and their roles and
location during the Software Update shall be agreed between the parties before such
implementation.
	 
	 	 	If Vendor recommends and Owner agrees, the Software Update can be performed by Vendor. The
acceptance procedure of the Software Update shall be agreed by both parties, if needed,
before the implementation.





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Exhibit F
                               Technical Support and Service





	 	 	The implemented Software Update shall be tested and an acceptance procedure carried out by
Owner in accordance with the agreed acceptance procedure. Owner can skip the acceptance
testing in total or partly, if Owner decides that such procedure is not required. In that
case, both parties shall automatically sign the acceptance certificate.
	 
	 	 	Owner can determine, at its own discretion, the Software Update implementation, as well as
the schedule.
	 
	3.4	 	Equipment Support
	 
	3.4.1	 	Spare Parts Management Structure
	 
	 	 	The Spare Part Center is located in Dallas, Texas.






	 	 	 	Headquarters Spare Parts Center
	 
	 	•	 	Supplies stock to regional and local spare parts centers.
	 
	 	•	 	Repair or Replaces Faulty units,
	 
	 	•	 	Provides the strategy for Spare parts purchases,
	 
	 	•	 	Enforces Supply chain optimization,
	 
	 	•	 	Provides Spare parts quality control,
	 
	 	 	 	Regional Spare Parts Center
	 
	 	•	 	Accommodates and distributes stock between Local Spare Parts Centers in the region
	 
	 	•	 	Support local spare parts centers during an emergency.
	 
	 	 	 	Local Spare Parts Center
	 
	 	•	 	Provides a single point of contact for services to its customers
	 
	 	•	 	Provides Local Spares Swapping service to its customers





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Exhibit F
                               Technical Support and Service





	3.4.2	 	Service Options
	 
	 	 	Vendor Equipment Repair and Replacement Services are intended to offer Owner, with the
following service options:






	 	•	 	Repair and Return
	 
	 	•	 	Local Swapping
	 
	 	•	 	Advance Replacement






	●	 	Repair and Return
	 
	 	 	When a faulty part needs to be repaired, the Owner can request our Repair and Return
Service.
	 
	 	 	Under Agreement, Owner shall send the faulty part(s) to the specified place according to
the contract agreed to by both parties.
	 
	 	 	The Vendor Spare Parts Center will process the faulty part within three (3) business days
after receiving the Repair-and-Return service request from the Owner’s authorized
representative. Vendor at its option can repair or replace the faulty part. The repaired or
replaced spare part(s) of the same model will be shipped from Vendor within 45 calendar
days after receiving the faulty part(s) from Owner. The service hours of the Vendor Local
Spare Parts Center are from 9:00am to 6:00pm CST, during business days.
	 
	 	 	Subject to Section 16 of the Agreement, Owner is responsible for sending the faulty part(s)
to the Vendor Spare Parts Center. Owner will bear all freight charges and other local
associated fees for shipping all such shipments from the Owner Site to Vendor’s facility.
Vendor will ship the repaired or replaced part back to the Owner, and Vendor will bear with
this returning freight charge.
	 
	 	 	Repair and Return service is available to Owner at no charge during the Warranty Period.





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Exhibit F
                               Technical Support and Service





	●	 	Local Swapping
	 
	 	 	There are times when the standard 45-day turn around time for repaired cards will not
suffice. For those situations, Vendor offers a Local Parts Swapping Service. Compared to
our standard repair and return offering, the Vendor Local Swapping Service offers several
advantages, as well as assures the Owner with the following benefits:






	 	•	 	Quicker turn-around time minimizes service outage times.
	 
	 	•	 	Avoidance of maintaining a large spare parts inventory. The investment in spare
parts and operation costs, such as storage expenses, logistics and personnel, can be
reduced dramatically






	 	 	Under the Local Swapping Service, Vendor Local Spare Parts Center will process the
requested unit(s) within one (1) business day, after receiving the Local Swapping service
request in writing from the Owner’s authorized representative. The repaired or replaced
spare parts of the same model will be shipped to Owner’s designated facility within seven
(7) calendar days beginning when Vendor receives the faulty part(s) from Owner.
	 
	 	 	Owner bears the cost of sending the faulty units to the Local Spare Parts Center; Vendor
will bear the costs of delivering the replaced parts back to Owner.
	 
	 	 	Local Swapping service is available to Owner at no charge during the Warranty Period, from
Monday to Friday, 9am to 6pm, CST.
	 
	●	 	Advance Replacement
	 
	 	 	Under Advance Replacement, Vendor will process the advanced replacement part(s) within the
next four (4) business hours after receiving a confirmed service request from the Owner,
provided that the Owner agrees to return the original faulty part(s) to the Vendor Spare
Parts Center within 15 calendar days.
	 
	 	 	If the Owner sends the request before 2:00pm (Central Time) during a business day, the
replaced part will be shipped in the same day. The replaced spare part(s) of the same model
is expected to arrive, to Owner’s designated facility, the next business day.





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Exhibit F
                               Technical Support and Service





	 	 	Advance Replacement service is available 24 hours a day, 7 days a week.
	 
	 	 	Owner bears the cost of sending the faulty units to the Local Spare Parts Center; Vendor
will bear the costs of delivering the replaced parts back to Owner.
	 
	 	 	Advancement Replacement service is available to Owner at an extra charge from Monday to
Friday, 9am to 6pm CST.
	 
	3.4.3	 	Turn Around Time
	 
	 	 	Repaired or replacement parts will be delivered to the Owner’s warehouse within the
specified timeframe, as follows:






	 	•	 	Repair and Return:          45 calendar days
	 
	 	•	 	Local Swapping:               7 calendar days
	 
	 	•	 	Advance Replacement:    1 business day





	 	 	 	 	 	 	 	 	 
	 	 	RMA	 	 	 	 	 	 
	Equipment	 	Processing	 	Part Shipment	 	 	 	Available
	Support	 	Time	 	Time	 	Availability	 	days
	Repair and
Return

	 	3 Business
days
	 	45 Calendar
days
	 	Monday - Friday

09h00 ~ 18h00
	 	5 days a
week
	 	 	 	 	 	 	 	 	 
	Local
Swapping
	 	1 Business
day
	 	7 Calendar days
	 	Monday - Friday

09h00 ~ 18h00
	 	5 days a week
	 	 	 	 	 	 	 	 	 
	Advance
Replacement
	 	4 Business
hours
	 	1 Business day
	 	7 days

00h00 ~ 24h00
	 	7 days a week







	3.5	 	Training
	 
	 	 	Vendor will provide various training services related to the daily maintenance of the
Owner’s Equipment to enhance the maintenance level of the Owner. The training options
include regional short-term centralized training at Owner’s premise or at Vendor’s
facility. The courses cover computer and database, telecom network and product knowledge of
Vendor Equipment.





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Exhibit F
                               Technical Support and Service





	 	 	Vendor will provide regional short-term centralized training for Owner either at Site or at
the Vendor regional training center in Plano Texas, according to contractual requirements.
The content of training is focused on the daily maintenance and operation, including
handling of daily faults and introduction of equipment functions. The target audience of
this training is the Owner’s Equipment maintenance and operations personnel.
	 
	 	 	Specific training commitments are contained in Exhibit H.
	 
	4	 	Service Level Agreement
	 
	4.1	 	Definitions
	 
	 	 	“Response Time” shall mean the time measured between the call from the Owner, received by
Vendor, and the time of the first telephone reply by one of Vendor experts.
	 
	 	 	“Departure time” shall mean the time between the receipt of the request from the Owner, for
an On-Site intervention by Vendor, and the time when the Vendor expert is dispatched to the
Owner’s Site. The traveling time is excluded.
	 
	 	 	“Resolution Time” shall mean the time measured between the call from the Owner, received by
Vendor, and the time when the problem is definitively remedied.
	 
	4.2	 	Service Level Agreement
	 
	 	 	“Service Level Agreement” shall mean the level of service which the Owner purchases from
Vendor with respect to the maintenance and technical support services.





	 	 	 	 	 
	Services	 	Support
	Service availability 

language

	 	English
	 
	Emergency Service 

availability period

	 	7 days x 24 hours
	 
	On-Site support 

availability period

	 	8 hours x 5 days (subject to schedule)
	 
	 	 	Severity Level
	 	 	Critical (S1)	Major (S2)	Minor (S3)






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Exhibit F
                               Technical Support and Service




	 	 	 	 	 	 	 
	 

	 	Severity Level

	 

	 	Critical (S1)
	 	Major (S2)
	 	Minor(S3)
	Response Time

	 	Within 15min
	 	Within 60min
	 	Within 120min
	 
	Departure time

(On-Site Service is needed)

	 	4 hours
	 	Next business day
	 	Scheduled
	 
	Target Issue 

Resolution Time

	 	Within 8 hours
	 	Within 3 days
	 	Within 30 days
	 
	Final Issue Resolution Time

(Without Software Defect)

	 	Within 24 hours
	 	Within 12 days
	 	Within 60 days
	 
	Final Resolution Time

	 	30 days permanent fix
	 	60 days permanent fix
	 	180 days
	(With Software Defect)

	 	 
	 	 
	 	permanent fix







	 	•	 	85% of problems of each level of severity reported to Vendor TSD are solved before
Target Issue Resolution.
	 
	 	•	 	100% of problems of each level of severity reported to Vendor TSD are solved before
Final Issue Resolution.






	 	 	If the On-Site Service is requested, the traveling time is excluded from the resolution
time mentioned above, and is defined according to the distance as follows:





	 	 	 
	Distance	 	Traveling time
	Less than 30 miles
	 	2 hours
	31 miles ~ 60 miles
	 	4 hours
	61 miles ~ 120 miles
	 	6 hours
	121 miles ~ 240 miles
	 	8 hours
	More than 240 miles
	 	Next day







	5	 	Enhanced Services (optional)
	 
	5.1	 	Network Optimization
	 
	 	 	Vendor will provide a network optimization plan to Owner to help the Owner improve the
quality and results of network operation.
	 
	 	 	Vendor will arrange maintenance experts to provide a network optimization service. The
result of the network optimization service (such as network connection rate) will be
jointly confirmed by Vendor and Owner.





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Exhibit F
                               Technical Support and Service





	5.2	 	Equipment Relocation
	 
	 	 	Vendor will provide the services of Equipment relocation, including the design of an
Equipment relocation plan, Equipment dismantling, installation and technical guidance at
the Site of Equipment relocation to minimize the risk of Equipment damage that may be
incurred during the Equipment relocation.
	 
	 	 	     Design of Equipment relocation plan
	 
	 	 	Vendor will provide design plans for Equipment dismantling and installation.
	 
	 	 	     Equipment dismantling
	 
	 	 	Vendor will arrange technical personnel to assist Owner in dismantling the Equipment
according to the design plan of Equipment relocation.
	 
	 	 	     Equipment installation
	 
	 	 	Vendor will arrange technical personnel to install and test the dismantled Equipment and
assist the Owner in putting the Equipment into operation.
	 
	 	 	     Equipment Relocation Guidance On-Site
	 
	 	 	Vendor will arrange technical personnel to provide technical guide at the Equipment Site
during the Equipment relocation.
	 
	5.3	 	Software feature Upgrade
	 
	 	 	When necessary, Vendor will appoint a technical expert to provide Software Upgrade services
and optimize the Software structure to utilize any new functions requested by Owner.
	 
	 	 	The time of any Software Upgrade will be jointly confirmed by Vendor and Owner, under the
premise of not affecting the normal business of Owner. This includes
the following:






	 	•	 	New Software feature releases





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Exhibit F
                               Technical Support and Service





	 	•	 	Release notes outlining new features, Software modifications and
upgrade/installation procedures










	 	 	The following are guidelines for Vendor Software Maintenance service:






	 	•	 	Vendor will notify the Owner of all generally available Software releases.
	 
	 	•	 	Release notes outlining Software modifications, known deficiencies, and
upgrade/installation procedures are provided as part of the service.
	 
	 	•	 	Customer documentation updates, if applicable, are provided as part of the service.
	 
	 	•	 	Vendor will provide revision and enhancement release information, relating to
availability of code corrections, work-around procedures and limitations of covered
products.
	 
	 	•	 	This service is exclusive of the labor cost for executing the upgrade. This will be
made available at Vendor’s then-current prices subject to Section 5.1 of the
Agreement.






	5.4	 	Equipment Renovation
	 
	 	 	Vendor will provide an Equipment renovation service to Owner upon the Owner’s stated intent
for capacity expansion, new functions, network optimization, and keeping up with the
development of new technology.
	 
	 	 	Vendor will arrange senior experts to provide the service of Equipment renovation. The plan
of Equipment renovation will jointly be confirmed by Vendor and Owner.
	 
	5.5	 	Skilled Engineer On-Site
	 
	 	 	When the Owner has a special situation (such as an important event day or holiday)
preventing their own craftspeople from performing a specific engineering task and a
schedule to meet, Vendor will send its own engineers to the Equipment Site and assist the
Owner by performing the contracted engineering tasks while maintaining strict
confidentiality regarding Site content.





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Exhibit F
                               Technical Support and Service





	 	 	On duty Vendor engineers are readily available to provide services such as technical
support, technical consultation and daily maintenance, at the Equipment Site.





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Exhibit F
                               Technical Support and Service





	6	 	Pricing
	 
	6.1	 	Pricing Philosophy





	 	 	 	 	 
	Technical Support Services	 	Service Package for Owner
	TAC Service

	 	Help Desk (7X24 )
	 	Ö
	 
	 	 	 	 
	 

	 	Remote Diagnostic
	 	Ö
	 
	 	 	 	 
	 

	 	Web based Support
	 	Ö
	 
	 	 	 	 
	 

	 	On-Site Support
	 	Available upon request after Final Acceptance
	 
	 	 	 	 
	 

	 	On-Site Emergency Support
	 	Available upon request after Final Acceptance
	 
	 	 	 	 
	 

	 	Routine Check
	 	Ö
	 
	 	 	 	 
	Software Support

	 	Software Updates
	 	Ö
	 
	 	 	 	 
	Equipment Support

	 	45 Day Repair and Return
	 	Ö
	 
	 	 	 	 
	 

	 	7 Day Local Swapping
	 	Ö
	 
	 	 	 	 
	 

	 	1 Day Advance Replacement
	 	Available upon request
	 
	 	 	 	 
	Enhanced Service

	 	Customer Tailored Service
	 	Available upon request







	 	 	No Charge:






	 	•	 	At the initial Markets the Service Package for Owner described above will be
provided to the Owner, at no charge during the Warranty Period.
	 
	 	•	 	For test bed product, the service package for Owner described above will be
provided to the Owner at no charge.
	 
	 	•	 	Additionally, On-Site support and On-Site Emergency support will be provided to
Owner as necessary at all times up to Final Acceptance and during the Warranty Period
as described in Section 16.3 of the Agreement. After Final Acceptance of a System,
On-Site support, On-Site Emergency Service, 1-day Advance Replacement, and Enhanced
Services, are available to the Owner for an additional charge except all is available
at no charge to the Owner as described in Section 16.3 of the Agreement.





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Exhibit F          Technical Support and Service





	 	 	Labour Hourly Rate:
	 
	 	 	The following event based services will be billed at an hourly rate.






	 	•	 	On-Site Support Service
	 
	 	•	 	On-Site Emergency Support Service






	6.2	 	Service Package Price (Technical Service & Support OPEX)
	 
	 	 	Annual fees for the Service package begin after the Warranty Period expires. The annual
fees for the Service package of the initial markets are calculated on a per-covered-pop
basis at $0.34 USD per year.
	 
	 	 	On-Site Support Service pricing for the initial markets and test bed
	 
	 	 	$100/hour plus expenses* (Normal Working Hours)
	 
	 	 	$150/hour plus expenses* (Out of Normal Working Hours)
	 
	 	 	On-Site support service will be charged for a minimum of 8 hours, per visit
	 
	 	 	Normal Working Hours mean 9:00 am — 6:00 pm, Local Time
	 
	 	 	Out of Normal Working Hours, 6:00 pm — 9:00 am, Local Time







 




			
	*	 	Expenses include: Accommodation, meals, and transportation.






	u	 	On-Site Emergency Support Service for the initial markets and test bed
	 
	 	 	$160/hour plus expenses* (Normal Working Hours)
	 
	 	 	$240/hour plus expenses* (Out of Normal Working Hours)
	 
	 	 	Emergency support service will be charged for a minimum of 8 hours, per visit
	 
	 	 	Normal Working Hours mean 9:00 am — 6:00 pm, Local Time
	 
	 	 	Out of Normal Working Hours, 6:00 pm — 9:00 am, Local Time







 




			
	*	 	Expenses include: Accommodation, meals, and transportation.





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Exhibit F          Technical Support and Service





	u	 	Advance Replacement for the initial markets and test bed
	 
	 	 	Under Advance Replacement, Vendor will process the advanced replacement part(s) within the
next four (4) business hours after receiving a confirmed service request from the Owner,
provided that the Owner agrees to return the original faulty part(s) to the Vendor Spare
Parts Center within 15 calendar days.
	 
	 	 	If the Owner sends the request before 2:00 pm (Central Time) during a business day, the
replaced part will be shipped in the same day. The replaced spare part(s) of the same model
is expected to arrive, to Owner’s designated facility, the next business day.
	 
	 	 	Vendor bears the cost of sending the faulty units to the Local Spare Parts Center; Vendor
will bear the costs of delivering the replaced parts back to Owner.
	 
	 	 	Advance Replacement service is available to Customers and an extra charge of $166.00 US for
shipments of 10 pounds or less from Monday to Friday, 9am to 6pm CST.
	 
	 	 	Advance Replacement service out of normal business hours is available 24 hours a day, 7
days a week for an additional fee of $75.00.
	 
	6.3	 	Global Service Support Organization
	 
	 	 	In order to support its global operations Vendor has set up a 3-level global service
network: the Headquarters, the Regional Divisions, and the Local branch offices.
	 
	 	 	Vendor’s headquarters is located in Shenzhen China. Vendor Regional offices are located in
North America; Latin America; CIS (the Commonwealth of Independent States), Europe, North
Africa & Middle East; Southern Africa, East Pacific, and Asia Pacific.
	 
	 	 	The global customer service system contains a three-level structure. This is shown in
Figure 1.





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Exhibit F          Technical Support and Service









Figure 1: Vendor Global Customer Service System





	6.4	 	Local Service Support Organization
	 
	 	 	In Vendor, we regard customer satisfaction as the only standard by which we measure our
service. To safeguard the Owner’s operation, Vendor has setup a Regional and Local
Technical Service Departments which can provide a more responsive and effective service to
our Owner. Establishment of this local TSD is based on the Owner’s service requirement, and
consists of a competent engineering team, project management, product specialists, and
spare part management teams.
	 
	 	 	Vendor’s North American Regional Technical Service Department is located in Plano, Texas, 3
miles away from the Telecom Corridor of Dallas. This office provides Technical support
nation-wide in all the available Vendor’s products, such as Optical Networks, Fixed
Networks, Wireless Networks, and Application & Service.
	 
	 	 	In addition, there are Local offices near the principal markets to support customers in a
timely and appropriate manner. In the US, local offices are settled in Plano (TX), Seattle
(WA), and San Diego (CA).





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Exhibit F          Technical Support and Service









Figure 2: Local Service Support Organization





	 	 	North American Region Technical Service Director
	 
	 	 	Chief of Vendor’s Local Representative TSD office.
	 
	 	 	Call Center (Technical Assistance Center)
	 
	 	 	Receive and register the complaint and technical inquiry from the Owner and transfer
technical support engineers according to problem severity level, offer the solution of the
problems. Follow up the issue statement and implementation of the solution.
	 
	 	 	Engineering & Proposals Management Team
	 
	 	 	Responsible for Management of the Projects, the Pre-sales support and the
Outsourcing/Partners activities according to Owner requirements. Evaluate and qualify our
EF&I partners, analyze and prepare proposals, and control and manage the projects.
	 
	 	 	Products Technical Support Team
	 
	 	 	After receiving the issue reported from Call Center or from Owner directly, carry out the
technical support activities. Provide resolution or escalate the issue to higher level TSD.
Instruct Owner to implement the resolution remotely or perform the On-Site Service if
required by Owner.





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Exhibit F          Technical Support and Service





	 	 	Logistics & Spare Part Management Team
	 
	 	 	Register and deal with the requirement of faulty parts repair and replacement from Owner.
Manage local spare parts stocks and logistics affairs.






	 	 	Training Team






	 	 	Organize a local centralized training purchased by Owner. The SOW (Scope of Work) of the
team covers customized course development, training schedule and arrangement of classroom
and practice lab.





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Exhibit F          Technical Support and Service





	7	 	Annex1 Customer Requests Handling Procedure











	u	 	Introduction to TAC access methods :




Tel: Contact number is 1-877-4HUAWEI or 1-469-229-5305



Fax: Contact number is (972) 543 5899



Email:
Contact mailbox is techsupport.usa@Huawei.com or support@Huawei.com





	u	 	Roles & Responsibilities





	 	 	 
	Roles	 	Responsibilities
	Local Office

* Customer Care Representative (CCR)

	 	Receives, handles, and filtrates
the local customer requests;
conducts customer survey.
	 
	 	 
	Local Office

* Product Support Engineer (PSE)

	 	Handles the local customer
requests that related to products
and technology, performs
escalation, and implements the
solution given by the regional
expert team or HQ expert team.






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Exhibit F          Technical Support and Service




	 	 	 
	Roles	 	Responsibilities
	Local Office 

* Product Manager

	 	Designates the field engineer, and
monitors the local customer
request handling procedure.
	 
	 	 
	Regional Office 

* Regional Expert Team

	 	Handles customer requests
escalated to the regional
department, and performs
re-escalation.
	 
	 	 
	Head Quarters 

* HQ Expert Team

	 	Handles customer requests
escalated to headquarters







	u	 	Receiving (CCR)




After receiving a Owners’ request via telephone, E-mail, or fax, etc, CCR will create a
request ticket in the Customer Request Management System, record the Owner information and
request information.



During Equipment failures, technical enquiries and other requests that need to be handled
by a PSE, will be transferred by the CCR.



For other requests, such as complaint against our service, the CCR will be responsible for
the entire handling process including coordinating, tracking, recording and closing. After
closure of the request, the CCR will record the entire procedure in the request ticket.





	u	 	Telephone Direction (PSE)




Answer Owners’ enquiries, or give guidance via phone.



Owner requests will be divided into critical problems, major problems, minor problems and
common service requests, according to their severity and impact. The service team will give
a response in conformity with the time frame stated in the Service Level Agreement (SLA).





	u	 	Remote Access (PSE)




For problems that cannot be resolved by telephone direction, PSE will maintain Owner
Equipment via remote access, if is permitted and authorized by the Owner.





	u	 	On-Site Support (PSE, Local Office Product Manager)




For problems that cannot be resolved by telephone direction or remote maintenance, shall be
reported to the local office product manager. The product manager will assign a product
support engineer for On-Site support.





	u	 	Regional Expert Team Support (Regional Expert Team)





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Exhibit F          Technical Support and Service



For problems that cannot be resolved by On-Site troubleshooting, the ticket will be
escalated to the regional expert team. After the regional expert team provides a solution,
the PSE will be assigned for the implementation.





	u	 	HQ Expert Team Support (HQ Expert Team)




For the problems that cannot be resolved by regional expert team, they will be escalated to
the HQ expert team for R&D level solution.





	u	 	Implementation (PSE)




After the regional expert team or HQ expert team has provided a solution, they will assign
a PSE for implementation via Customer Request Management System. The PSE will also record
the handling procedure and result in the system after the implementation.



For an unpractical solution, the PSE can reject it to the provider.





	u	 	Customer Survey (CCR)




For important requests, such as Equipment failure, the CCR will contact with the Owner
within a week after closure of the request to find the running status of the Equipment and
Owner’s opinion about Vendor services.



For requests that have not been satisfactorily resolved, the CCR will reject the ticket to
the request owner.





	u	 	Report (CCR)




The CCR will periodically produce Call Center Service Level Reports to the associated
department managers, or customers as required




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Exhibit F          Technical Support and Service





	8	 	Annex2 RMA Procedure






	8.1	 	Terms and Definitions




“Hardware”: A physical object, as distinguished from a capability or function. A generic term
dealing with tangible items of equipment—tools, instruments, components, parts—as opposed to
funds, personnel, computer programs, and plans, which are termed software.



“Lifecycle”: Series of phases or events that constitute the total existence of anything. The entire
“womb-to-tomb” scenario of a product from the time concept planning is started until it is finally
discarded.



“Return Material Authorization (RMA)”: Approval obtained to return defective and unwanted items to
a receiving location. The RMA number allows tracking of the return and helps assure proper credit
to the sender.



“Serial number”: A unique identification number assigned to a single item that will never be
repeated on similar items.



“Turn around Time (TAT)”: Interval between the time a repairable item is received at the designated
Vendor Spare Part center, and the time when this item arrives to the final designated location.





	8.2	 	RMA Procedure





	 	 	 	 	 
	001

	 	Owner
	 	 





If Return and Repair service is required by the Owner, then Owner needs to contact the Vendor Spare
Parts Center via e-mail (rma.usa@Huawei.com) or via fax at (972)-543-5899, and request an RMA
(Return Material Authorization) number from Vendor’s Spare Parts representative. The following
information, pertaining to the repair transaction, will be requested:





	a.	 	The Owner’s name, Billing address and Shipping address;
	 
	b.	 	The name and telephone number of a person that Vendor may contact for further information;
	 
	c.	 	A description of the faulty unit;
	 
	d.	 	An explanation of the defect or malfunction;
	 
	e.	 	The Vendor hardware’s serial number, Model number and BOM (Bill of Material) number,




Above mentioned information should be provided to Vendor Spare Parts Center by filling out the
Return Merchandise Authorization Requisition Form, which can be downloaded from our website at
support.huawei.com..




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Exhibit F          Technical Support and Service




	 	 	 	 	 
	002

	 	Vendor Spare Parts Center
	 	 





The service representative of the Vendor Spare Parts Center will assign the Owner an RMA number,
which identifies the repair transaction in case the Owner’s requisition is accepted. This RMA
number will be sent by e-mail to the Owner, based on the completed information provided with the
RMA Form, within three (3) business days.




	 	 	 	 	 
	003

	 	Owner
	 	 





Before delivering the faulty part, Owner should forward the signed <<Faulty tags>> &
<<RMA Form>> copies to Vendor Spare Part Center via fax or by scanning all these copies
to rma.usa@huawei.com



Owner is responsible for removing and returning the defective hardware in accordance with Section
16.3 of the Agreement. Otherwise, the Vendor is responsible. Shipping will be paid by Vendor.



Note: Vendor will not guarantee the agreed TAT (Turn Around Time) if Owner does not deliver above
mentioned documents to rma.usa@huawei.com on time.




	 	 	 	 	 
	004

	 	Owner
	 	 





The Owner then ships the Vendor Hardware (packaged in a manner that fully protects the Vendor
Hardware from physical and/or transient damage) to the below address; and informs the Vendor Spare
Part Center of the Hardware shipping details. If the returned Hardware is improperly packaged or
shipped, then such Hardware may be returned to the Owner without repair.



Huawei Technologies

1700 Alma Dr. Suite 100

Plano, TX 75075

Attn: RMA Dept. RMA #                     



Note: For Owner, the cost of shipping the defective unit(s) to Vendor is born by Vendor. To insure
prompt service and insure proper billing the specified address with the Owner RMA number marked on
the outside of the package. Vendor will not receive any return without an RMA number.




	 	 	 	 	 
	005

	 	Vendor Spare Parts Center
	 	 





Vendor will send the faulty part to Vendor’s Repair Center for further revision, analysis, and
repair.




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Exhibit F          Technical Support and Service




	 	 	 	 	 
	006

	 	Vendor Repair Center
	 	 





Vendor will inspect the returned Hardware and related documentation upon receipt. If Vendor
determines that damage to the unit was due to the causes described in Section 16.6 of the
Agreement, then the repair of the unit will not be covered by the warranty. If the hardware is
found defective due to reasons covered by the warranty, then Vendor will either repair or replace
the hardware.



In general, the following hardware sent for repairing will be designated as scrap, and Vendor will
send out a replacement to the Owner:





	 	•	 	Vendor manufactured Product which Vendor considers has exceeded its useful live
(lifecycle), based upon Vendor’s engineering review process;
	 
	 	•	 	Vendor manufactured Products in which Vendor has identified the same defect or fault
more than three (3) times;
	 
	 	•	 	Vendor manufactured Products in which Vendor has identified “no trouble found”.




All scrap field replaceable units shall become the property of Vendor.




	 	 	 	 	 
	008

	 	Vendor Repair Center
	 	 





Vendor will send the repaired or replaced part back to the Owner at Vendor’s cost, to the address
designated in the RMA form. Reinstallation of the repaired hardware is as described in Section 16.3
of the Agreement.




	 	 	 	 	 
	009

	 	Owner
	 	 





The Owner is requested to check the shipment, piece count and its status; and then acknowledge the
receipt to Vendor Spare Part Center, in time.




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EXHIBIT G




INSURANCE REQUIREMENTS



Vendor and each Subcontractor shall, at its own cost and expense, carry and maintain
at a minimum, the insurance coverage listed below.





	 	§	 	Workers’ Compensation insurance with statutory limits as required in the state(s) of
operation; and providing coverage for Subcontractor’s employees entering onto Owner
premises, even if not required by statute. Employers’ Liability or “Stop Gap” insurance
with limits of not less than $500,000 for each occurrence.
	 
	 	§	 	Commercial General Liability Insurance covering claims for bodily injury, death,
personal injury or property damage, including coverage for independent contractor’s
protection (required if any work will be subcontracted), premises-operations,
products/completed operations and contractual liability.
	 
	 	 	 	The limits of insurance shall be:





	 	 	 	 	 
	Each Occurrence (Bodily Injury/Property Damage)
	 	$	1,000,000.00	 
	General Aggregate Limit (Annual Aggregate)
	 	$	2,000,000.00	 
	Products-Completed Operations Limit (Annual Aggregate)
	 	$	1,000,000.00	 







	 	§	 	Comprehensive Automobile Liability Insurance covering ownership, operation and
maintenance of all owned, non-owned and hired motor vehicles used in connection with the
performance of this Agreement, with limits of at least $1,000,000 combined single limit
for bodily injury and property damage.




Vendor shall provide, at its own expense, Excess/Umbrella insurance policy providing
coverage excess of comprehensive general liability and automobile liability in an amount
not less than $10,000,000.




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Exhibit H




Training









2007




Cricket Communications Proprietary and Confidential Information




 









 








					
	 	 	 	 	 
	 
	 	Exhibit H
	 	Training






TABLE OF CONTENTS




	 	 	 	 	 
	1 Required Training Programs
	 	 	2	 
	2 Training credit and price for additional training
	 	 	3	 






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	 	Exhibit H
	 	Training





In the event of any conflict or inconsistency between the terms of the Amended and Restated System
Equipment Purchase Agreement and this exhibit, such conflict or inconsistency shall be resolved by
giving precedence to the Agreement.




1 Required Training Programs




     For this project, the CDMA training is designed into the following 4 programs.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Duration	 	 
	Course	 	 	 	(working	 	Class
	Code	 	Course Name	 	days)	 	Size
	NOC Engineer Training (18 Days)	 	 	 	 	 	 	 	 
	 	ORE10	 	 	CDMA BSS Product Fundamental
	 	 	3	 	 	 	6-12	 
	 	ORE23	 	 	CDMA BSS/AN Operation and Maintenance
	 	 	8	 	 	 	6-12	 
	 	ORL10	 	 	CSOFTX3000 Hardware Structure
	 	 	1	 	 	 	6-12	 
	 	ORL21	 	 	CSOFTX3000 Operation and Maintenance
	 	 	1	 	 	 	6-12	 
	 	ORM10	 	 	UMG8900 Hardware Structure
	 	 	1	 	 	 	6-12	 
	 	ORM21	 	 	UMG8900 Operation and Maintenance
	 	 	1	 	 	 	6-12	 
	 	OWL10	 	 	M2000V2 System Overview
	 	 	0.5	 	 	 	6-12	 
	 	OWL30	 	 	M2000V2 Server Operation and Maintenance
	 	 	0.5	 	 	 	6-12	 
	 	OWL31	 	 	M2000V2 Client Operation and Maintenance
	 	 	2	 	 	 	6-12	 
	Field Engineer Training (6 Days)	 	 	 	 	 	 	 	 
	 	ORA01	 	 	CDMA Access Network Fundamental
	 	 	2	 	 	 	6-12	 
	 	ORA03	 	 	CDMA2000 1 x EV-DO Fundamental
	 	 	1	 	 	 	6-12	 
	 	ORF10	 	 	CDMA BTS/AP Product Fundamental
	 	 	1	 	 	 	6-12	 
	 	ORF20	 	 	CDMA BTS/AP Local Operation and Maintenance
	 	 	2	 	 	 	6-12	 
	Switch Technician Training (23 Days)	 	 	 	 	 	 	 	 
	 	ORE24	 	 	CDMA BSS/AN Testing and Commissioning
	 	 	8	 	 	 	6-12	 
	 	ORL10	 	 	CSOFTX3000 Hardware Structure
	 	 	1	 	 	 	6-12	 
	 	ORL20	 	 	CSOFTX3000 Software Installation and Commissioning
	 	 	1	 	 	 	6-12	 






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	 	Exhibit H
	 	Training






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Duration	 	 
	Course	 	 	 	(working	 	Class
	Code	 	Course Name	 	days)	 	Size
	 	ORL21	 	 	CSOFTX3000 Operation and Maintenance
	 	 	1	 	 	 	6-12	 
	 	ORL30	 	 	CSOFTX3000 Data Configuration
	 	 	6	 	 	 	6-12	 
	 	ORM10	 	 	UMG8900 Hardware Structure
	 	 	1	 	 	 	6-12	 
	 	ORM20	 	 	UMG8900 Software Installation and Commissioning
	 	 	1	 	 	 	6-12	 
	 	ORM21	 	 	UMG8900 Operation and Maintenance
	 	 	1	 	 	 	6-12	 
	 	ORM30	 	 	UMG8900 Data Configuration
	 	 	3	 	 	 	6-12	 
	Translation Engineer Training (25.5 Days)	 	 	 	 	 	 	 	 
	 	ORA01	 	 	CDMA Access Network Fundamental
	 	 	2	 	 	 	6-12	 
	 	ORA03	 	 	CDMA2000 1 x EV-DO Fundamental
	 	 	1	 	 	 	6-12	 
	 	ORE10	 	 	CDMA BSS Product Fundamental
	 	 	3	 	 	 	6-12	 
	 	ORE24	 	 	CDMA BSS/AN Testing and Commissioning
	 	 	8	 	 	 	6-12	 
	 	ORL01	 	 	CDMA NSS Softswitch Fundamental
	 	 	2	 	 	 	6-12	 
	 	ORL30	 	 	CSOFTX3000 Data Configuration
	 	 	6	 	 	 	6-12	 
	 	ORM30	 	 	UMG8900 Data Configuration
	 	 	3	 	 	 	6-12	 
	 	OWL10	 	 	M2000V2 System Overview
	 	 	0.5	 	 	 	6-12	 






Table3-1 List of Training Programs for CDMA




2 Training credit and price for additional training





According to the staff headcount and the training matrix for each role, Huawei will provide
[***] Training days for free to ensure every the required staff in three markets have an
opportunity to finish the required courses. The credit of [***] training days is valid for 2
years from the date of first PO and will be invalid automatically.





 




			
	***	 	Certain information on this page has been omitted and filed separately with the
Commission.





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	 	Exhibit H
	 	Training






	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	Training	 	Number of	 	Total Training
	Position	 	personnel	 	Days	 	Teams	 	Days
	Manager
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Supervisor
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Switch Tech
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Field Tech
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Translations
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Fixed Net
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	RF Eng
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	NOC Tech
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	TFS Eng
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	 	total credit	 	 	 	[***]





The training matrix for each role is below:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Duration(Working	 	 	 	 	 	 	 	 	 	 	 	 	 	Translations	 	 
	System	 	Code	 	Courses	 	Days)	 	NOC Engineer	 	Field Engineer	 	Switch Technician	 	Engineer	 	RF engineer
	BSS	 	 	ORA01	 	 	CDMA Access Network Fundamental
	 	 	2	 	 	 	 	 	 	 	x	 	 	 	 	 	 	 	x	 	 	 	x	 
	 	 	 	 	 	ORA03	 	 	CDMA2000 1 x EV-DO Fundamental
	 	 	1	 	 	 	 	 	 	 	x	 	 	 	 	 	 	 	x	 	 	 	x	 
	 	 	 	 	 	ORF10	 	 	CDMA BTS/AP Product Fundamental
	 	 	1	 	 	 	 	 	 	 	x	 	 	 	 	 	 	 	 	 	 	 	x	 
	 	 	 	 	 	ORF20	 	 	CDMA BTS/AP Local Operation and Maintenance
	 	 	2	 	 	 	 	 	 	 	x	 	 	 	 	 	 	 	 	 	 	 	x	 
	 	 	 	 	 	ORE10	 	 	CDMA BSS Product Fundamental
	 	 	3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	x	 	 	 	 	 
	 	 	 	 	 	ORE23	 	 	CDMA BSS/AN Operation andMaintenance
	 	 	8	 	 	 	x	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	ORE24	 	 	CDMA BSS/AN Testing and Commissioning
	 	 	8	 	 	 	 	 	 	 	 	 	 	 	x	 	 	 	x	 	 	 	x	 
	NSS	 	 	ORL01	 	 	CDMA NSS Softswitch Fundamental
	 	 	2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	x	 	 	 	 	 
	 	 	 	 	 	ORL10	 	 	CSOFTX3000 Hardware Structure
	 	 	1	 	 	 	x	 	 	 	 	 	 	 	x	 	 	 	 	 	 	 	x	 
	 	 	 	 	 	ORL20	 	 	CSOFTX3000 Software Installation and Commissioning
	 	 	1	 	 	 	 	 	 	 	 	 	 	 	x	 	 	 	 	 	 	 	x	 
	 	 	 	 	 	ORL21	 	 	CSOFTX3000 Operation and Maintenance
	 	 	1	 	 	 	x	 	 	 	 	 	 	 	x	 	 	 	 	 	 	 	x	 
	 	 	 	 	 	ORL30	 	 	CSOFTX3000 DataConfiguration
	 	 	6	 	 	 	 	 	 	 	 	 	 	 	x	 	 	 	x	 	 	 	x	 
	 	 	 	 	 	ORM10	 	 	UMG8900 Hardware Structure
	 	 	1	 	 	 	x	 	 	 	 	 	 	 	x	 	 	 	 	 	 	 	x	 
	 	 	 	 	 	ORM20	 	 	UMG8900 Software Installation and Commissioning
	 	 	1	 	 	 	 	 	 	 	 	 	 	 	x	 	 	 	 	 	 	 	x	 
	 	 	 	 	 	ORM21	 	 	UMG8900 Operation and Maintenance
	 	 	1	 	 	 	x	 	 	 	 	 	 	 	x	 	 	 	 	 	 	 	x	 
	 	 	 	 	 	ORM30	 	 	UMG8900 Data Configuration
	 	 	3	 	 	 	 	 	 	 	 	 	 	 	x	 	 	 	x	 	 	 	x	 







 




*** Certain information on this page has been omitted and filed separately with the Commission.




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Page 4 of 5









 








					
	 	 	 	 	 
	 
	 	Exhibit H
	 	Training






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Duration(Working	 	 	 	 	 	 	 	 	 	 	 	 	 	Translations	 	 
	System	 	Code	 	Courses	 	Days)	 	NOC Engineer	 	Field Engineer	 	Switch Technician	 	Engineer	 	RF engineer
	 	M2000	 	 	 	OWL10	 	 	M2000V2 System Overview
	 	 	0.5	 	 	 	x	 	 	 	 	 	 	 	 	 	 	 	x	 	 	 	 	 
	 	 	 	 	 	OWL30	 	 	M2000V2 Server Operation and Maintenance
	 	 	0.5	 	 	 	x	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	OWL31	 	 	M2000V2 Client Operation and Maintenance
	 	 	2	 	 	 	x	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Training days for each role	 	 	 	 	 	 	15	 	 	 	6	 	 	 	15	 	 	 	25.5	 	 	 	21	 







Besides the above [***] class days, if Cricket wants more training service, the pricing is as
followed:




Vendor Arranges Training at Vendor’s Facility (Plano, Texas)




Training courses durations are specified in the Section 3 of this document (Training
Proposal)




Recommended number of students per class: 8 ~ 12.




$ [***] / Student / Day* or $ [***] / Class / Day, which ever is less.




 



* Does not include trainee’s accommodation, meals and transportation.




Owner Arranges Training at Owner’s Location




Training courses durations are specified in the Section 3 of this document (Training
Proposal)




Recommended number of students per class: 8 ~ 12.




$ [***] / Class Day plus Expenses*




 



* Expenses include: Accommodation, meals, and transportation.




* Does not include the cost of training equipment at customer’s location.





 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.





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In the event of any conflict or inconsistency between the terms of the Amended and Restated
System Equipment Purchase Agreement and this exhibit, such conflict or inconsistency
shall be resolved by giving precedence to the Agreement.




Exhibit I




IMPLEMENTATION SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 
	BTS3606AE
	 	 	 	 	 	 	 	 	Arrive in	 	Installation &
	 	 	 	 	FOB SHENZHEN	 	Finish clearance in [***]	 	warehouse	 	Commission
	 	By Sea	 
	QTY < 200

	 	Incremental

      Total
	 	[***]

[***]
	 	[***]

[***]
	 	[***]

[***]
	 	[***]

[***]






	 	 	 	 	 	 	 	 	 	 	 
	BSC System
	 	 	 	 	 	 	 	 	Arrive in	 	Installation &
	 	 	 	 	FOB SHENZHEN	 	Finish clearance in [***]	 	warehouse	 	Commission
	 	By Sea	 
	QTY < 4

	 	Incremental

      Total
	 	[***]

[***]
	 	[***]

[***]
	 	[***]

[***]
	 	[***]

[***]






	 	 	 	 	 	 	 	 	 	 	 
	MSC
	 	 	 	 	 	 	 	 	Arrive in	 	Installation &
	 	 	 	 	FOB SHENZHEN	 	Finish clearance in [***]	 	warehouse	 	Commission
	 	By Sea	 
	QTY < 5

	 	Incremental

      Total
	 	[***]

[***]
	 	[***]

[***]
	 	[***]

[***]
	 	[***]

[***]






	 	 	 	 	 	 	 	 	 	 	 
	MGW
	 	 	 	 	 	 	 	 	Arrive in	 	Installation &
	 	 	 	 	FOB SHENZHEN	 	Finish clearance in [***]	 	warehouse	 	Commission
	 	By Sea	 
	QTY < 5

	 	Incremental

      Total
	 	[***]

[***]
	 	[***]

[***]
	 	[***]

[***]
	 	[***]

[***]






	 	 	 	 	 	 	 	 	 	 	 
	M2000
	 	 	 	 	 	 	 	 	Arrive in	 	Installation &
	 	 	 	 	FOB SHENZHEN	 	Finish clearance in [***]	 	warehouse	 	Commission
	 	By Sea	 
	QTY < 5

	 	Incremental
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 

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






Notes:



Installation & Commission refers to Huawei standard process and test procedures. It does not take
into consideration additional tests or acceptance required by the customer.



Above schedules are based on General Availability (GA) on Sept. 30,2007.


13-Apr-07




 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.





 









 








In the event of any conflict or inconsistency between the terms of the Amended and Restated System
Equipment Purchase Agreement and this exhibit, such conflict or inconsistency shall be resolved by
giving precedence to the Agreement.




Exhibit J




Test Bed for A66









Existing [***] Lab (upgrade to Rev-A)











 




			
	*	 	Hardware expansion of Test Bed Equipment will be charged according to 20% off discount of
“Exhibit C Equipment Upgrade Pricing”.
	 
	*	 	Software expansion of Test Bed Equipment will not be charged.
	 
	*	 	The TestBed is proposed for lab testing purpose not for commercial use. If any equipment is used
for commercial deployment, all clauses and exhibits in the SEPA applied for initial system will be
applied to the testbed equipment.
	 
	***	 	Certain information on this page has been omitted and filed
separately with the Commission.






 









 










					
	Toy Cell System Configuration
	 	 
	 	






A66 PROJECT For LEAP (USA)




MSCe (Test Bed)




PRICE LIST OF MSCe (Test Bed) EQUIPMENT




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Existing	 	Add	 	Total
	1.1	 	MSCe (Test Bed) (1K subs )	 	Version : CSOFTX3000V100R002
	 
	 	 	 	 	 	 	 	 	 	 
	1.1.1

	 	Hardware	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Cabinet	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-ISCAB
	 	Integrated Configure New Cabinet
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Service Control Module	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-WSMU
	 	System Management Unit
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-WSIU
	 	System Interface Unit
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-WHSC
	 	Hot-Swap And Control Unit
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-WALU
	 	Alarm Unit
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-WCDB
	 	Central Data Base Unit
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-WIFM
	 	IP Forward Module
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-WBFI
	 	Back Insert FE Interface Unit
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-WMGC
	 	Media Gateway Control unit
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-WBSG
	 	Broadband Signaling Gateway
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-WCCU
	 	Call Control Unit
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-WVDB
	 	VLR Data Base unit
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-UPWR
	 	PSM Subrack Power Module
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-SFRM
	 	Service Control Shelf
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	IMM Module	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-iGWB
	 	Bill Server
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SW-WIN2000I
	 	Microsoft Windows 2000

Server,English,Std, 1Svr+5CAL,32bit,

WinSvr2003 R2 Std OEM COA Lic,

Win2000 Svr Std CD,No Doc, Without

Product Services
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-BAM
	 	BAM Server
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KVM
	 	KVM 4 in 1,1U,15” TFT
LCD,8wayKVM,3V3 Power
Connector,Black,With Power
Cable,Mounting Accessories,English
Doc.-48VDC,Without KVM Cable,Black
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	LS-3026C-DC48
	 	S3026C Ethernet Switch with 24
10/100BASE-TX ports and 2 module
slots (DC 48V)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-EWS
	 	Emergency Workstation
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SOHO-S1016-EX
	 	16-port FE unmanaged switch (AC) (EX)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-XPTU
	 	XPTU Server
	 	[***]
	 	[***]
	 	[***]






	 				
	 	 
	Confidential
Information of Huawei.

No Spreading without Permission
	 	Page 2 of 24






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.















 






					
	Toy Cell System Configuration
	 	 
	 	






A66 PROJECT For LEAP (USA)




MSCe (Test Bed)




PRICE LIST OF MSCe (Test Bed) EQUIPMENT




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Existing	 	Add	 	Total
	 

	 	LS-3528G-DC48
	 	S3528G Ethernet Switch with 24 10/100BASE-TX ports
and 4 1000BASE-X GBIC ports (GBIC Req.) (DC 48V)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Auxiliary Equipment	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	KW-DOC-CSX
	 	Package of Documents-HUAWEI CSOFTX3000 Mobile
SoftSwitch Center
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Installation Materials	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	IM-KW-CB
	 	Cabinet Installation Component
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	1.1.2

	 	Software	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	1)

	 	Basic Software	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CSX-VMSC
	 	MSCeH Basic Software (Per 1k Subs)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	2)

	 	Optional Software	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Optional Software only for VMSC	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Short Message & Voice Mailbox	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-OSMS
	 	Short Message Service (SMS) (Per 1k Service

Subscriber)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-VMS
	 	Voice Mailbox Service (Per 1k Service Subscriber)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	MultiParty Service	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-CW
	 	Call Waiting (CW) (Per 1k Service Subscriber)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-3WC
	 	Three-Way Calling (3WC) (Per 1k Service Subscriber)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-CC
	 	Conference Calling (CC) (Per 1k Service Subscriber)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Intelligent Network Service	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-ICS
	 	Incoming Call Screen(ICS)(Per 1k Service

Subscriber)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Data Service	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-DATA
	 	Packet Data Serving Node (PDSN) (Per 1k Service

Subscriber)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Protocol Interface Functions	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-SIPT
	 	SIP/SIP-T Protocol Interface ( Per 1k Service

Subscriber)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Interception Service	 	 	 	 	 	 








	 				
	 	 
	Confidential
Information of Huawei.

No Spreading without Permission
	 	Page 3 of 24






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.















 






					
	Toy Cell System Configuration
	 	 
	 	






A66 PROJECT For LEAP (USA)




MSCe (Test Bed)




PRICE LIST OF MSCe (Test Bed) EQUIPMENT




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Existing	 	Add	 	Total
	 

	 	SWP-CMSCF-LI
	 	Lawful Interception(Per Service Subscriber)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	MSC Doctor	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-MTC
	 	Markov Test Call (Per MSC)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-LTC
	 	Loopback Test Call (Per MSC)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Operation and Maintenance	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-TRACE
	 	Trace (Per 1k Service Subscriber)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-RMA
	 	Remote Maintenance Agent(Per MSC)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Other Functions	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-OTASP
	 	OTA Service Provisioning (OTASP)(Per 1k

Service Subscriber)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-OTAPA
	 	OTA Parameter Administration (OTAPA)(Per 1k

Service Subscriber)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-NP
	 	Wireless Number Portability(Per 1k Service

Subscriber)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-E911
	 	E911 Emergency Call(Per 1k Service Subscriber)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-ATCD
	 	Automatic Timed Call Disconnect(Per 1k

Service Subscriber)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	SWP-CMSCF-TrFO/RTO
	 	TrFO/RTO (Per 1k Service Subscriber)
	 	[***]
	 	[***]
	 	[***]







	 				
	 	 
	Confidential
Information of Huawei.

No Spreading without Permission
	 	Page 4 of 24






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.


















 





			
	Toy Cell System Configuration
	 	






A66 PROJECT For LEAP (USA)




MGW (Test Bed)




PRICE LIST OF MGW (Test Bed) EQUIPMENT




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Existing	 	Add	 	Total
	1.2	 	MGW (Test Bed) (1K subs)	 	Version :UMG8900V200R006	 	 
	1.2.1
	 	Basic Equipment	 	 	 	 	 	 	 	 
	 
	 	Cabinet	 	 	 	 	 	 	 	 
	 
	 	KW-MGWCAB	 	Universal Media Gateway NGN Assembly Cabinet	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Media Module	 	 	 	 	 	 	 	 
	 
	 	KW-MMPU	 	Media gateway Main Processing Unit	 	[***]	 	[***]	 	[***]
	 
	 	KW-MNET	 	Media gateway Packet Switch Unit	 	[***]	 	[***]	 	[***]
	 
	 	KW-MTNB	 	Media gateway TDM switching Net Unit B	 	[***]	 	[***]	 	[***]
	 
	 	KW-MFLU	 	Media gateway Front Link Unit(b)	 	[***]	 	[***]	 	[***]
	 
	 	KW-MBLU	 	Media gateway Back Link Unit(b)	 	[***]	 	[***]	 	[***]
	 
	 	KW-MSPF	 	Media Gateway  Front Signalling Processing Unit(b)	 	[***]	 	[***]	 	[***]
	 
	 	UG-MHRU	 	Media Gateway  High-speed Routing Unit(b)	 	[***]	 	[***]	 	[***]
	 
	 	UG-MVPD2	 	Media Gateway  Voice Processing Unit D(1K TC,64ms EC)	 	[***]	 	[***]	 	[***]
	 
	 	KW-MCMF	 	Media Gateway  Front Connection Maintenance Unit	 	[***]	 	[***]	 	[***]
	 
	 	KW-ME8T	 	Media Gateway  8-port 10/100M Ethernet Interface Board	 	[***]	 	[***]	 	[***]
	 
	 	KW-MT32	 	Media Gateway  32T1 Port TDM Interface Board	 	[***]	 	[***]	 	[***]
	 
	 	KW-MCLK	 	Media Gateway  Clock Unit	 	[***]	 	[***]	 	[***]
	 
	 	KW-MOMB	 	Media Gateway  Operation & Maintenance Unit B	 	[***]	 	[***]	 	[***]
	 
	 	KW-MMPB	 	Media Gateway  Main Processing Unit B	 	[***]	 	[***]	 	[***]
	 
	 	KW-MNLU	 	Media Gateway  Link Unit	 	[***]	 	[***]	 	[***]
	 
	 	KW-MTNC2	 	Media Gateway  TDM switchinig Net Unit C2(With 1 TDM Cascade Port)	 	[***]	 	[***]	 	[***]
	 
	 	KW-MS1L	 	Media Gateway  1*155M SDH/SONET optical interface card	 	[***]	 	[***]	 	[***]
	 
	 	KW-MFRM	 	Universal Media Gateway ssm-256 Backplane Subrack	 	[***]	 	[***]	 	[***]
	 
	 	UG-K1-MMBS	 	Universal Media Gateway ssm-32 Backplane Subrack	 	[***]	 	[***]	 	[***]







	 				
	 	 
	Confidential
Information of Huawei.

No Spreading without Permission
	 	Page 5 of 24






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.
















 








			
	 	 	 
	Toy Cell System Configuration
	 	






A66 PROJECT For LEAP (USA)




MGW (Test Bed)




PRICE LIST OF MGW (Test Bed) EQUIPMENT




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Existing	 	Add	 	Total
	 
	 	Pinch Board	 	 	 	 	 	 	 	 
	 
	 	KW-SHPU	 	Signaling High level link Processing Unit	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Optical Module/electrical Module	 	 	 	 	 	 
	 
	 	SFP-1310nm-100Base-Lx	 	Optical Transceiver,SFP,1310nm,STM1,-8dBm,-15dBm,-28dBm,LC,15km	 	[***]	 	[***]	 	[***]
	 
	 	SFP-850nm-1000Base-Sx	 	Transceiver,SFP,850nm,1.25Gb/s,0dBm,-9.5dBm,-17dBm,LC,0.55km	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Auxiliary Equipment	 	 	 	 	 	 	 	 
	 
	 	KW-DOC-UMG	 	Package of Documents-HUAWEI UMG8900 Universal Media Gateway	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Installation Materials	 	 	 	 	 	 	 	 
	 
	 	CB-HD100-16E1-120	 	Trunk Cable,20.00m,120ohm,16E1,0.4mm,D100M,120CC32P0.4P430U(S)	 	[***]	 	[***]	 	[***]
	 
	 	SS-OP-LC-SC-S-20	 	Patch Cord,LC/PC-SC/PC,Single,mode,20m	 	[***]	 	[***]	 	[***]
	 
	 	IM-INS-MGW	 	Media Gateway Installation Suite	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	1.2.2
	 	Software	 	 	 	 	 	 	 	 
	 
	 	Basic Software	 	 	 	 	 	 	 	 
	 
	 	SWP-MGW-VMSC	 	VMSC Basic Software per k subs	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Optional Software	 	 	 	 	 	 	 	 
	 
	 	SWP-UMGV-TrFO	 	TrFO Function per k subs	 	[***]	 	[***]	 	[***]
	 
	 	SWP-UMGVG-64SG	 	64K MTP2/MTP3-M2UA/M3UA Signaling Gateway per Link	 	[***]	 	[***]	 	[***]
	 
	 	SWP-UMGV-STLI	 	Lawful Interception per subs	 	[***]	 	[***]	 	[***]
	 
	 	SWP-UMGVG-TRACE	 	Trace Management(per MGW)	 	[***]	 	[***]	 	[***]







	 				
	 	 
	Confidential
Information of Huawei.

No Spreading without Permission
	 	Page 6 of 24






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.
















 








			
	 	 	 
	Toy Cell System Configuration
	 	






A66 PROJECT For LEAP (USA)




[***]




EQUIPMENT LIST OF BSC




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Existing	 	Add	 	Total
	2.1	 	[***]	 	 	 	Version :UMG8900V200R006
	2.1.1
	 	Basic Equipment	 	 	 	 	 	 	 	 
	 
	 	Cabinet	 	 	 	 	 	 	 	 
	 
	 	QC-BC	 	BSC Cabinet	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Hardware	 	 	 	 	 	 	 	 
	 
	 	QC-CPFU	 	IP over FE Interface Unit	 	[***]	 	[***]	 	[***]
	 
	 	QC-CPEU	 	IP over OC3 Interface Unit	 	[***]	 	[***]	 	[***]
	 
	 	QC-CDPU	 	Data Process Unit	 	[***]	 	[***]	 	[***]
	 
	 	QC-CXPU	 	Extend Processing Unit	 	[***]	 	[***]	 	[***]
	 
	 	QC-CPIU	 	Packet Interface Unit	 	[***]	 	[***]	 	[***]
	 
	 	QC-CSCU	 	GE Switching Control Unit	 	[***]	 	[***]	 	[***]
	 
	 	QC-CGCU	 	General ClocK Unit	 	[***]	 	[***]	 	[***]
	 
	 	QC-CBSR	 	Service Processing Rack	 	[***]	 	[***]	 	[***]
	 
	 	QC-CBCR	 	Control Processing Rack	 	[***]	 	[***]	 	[***]
	 
	 	QC-CMPS	 	Main Processing Subrack	 	[***]	 	[***]	 	[***]
	 
	 	QC-CSPS	 	Slave Processing Subrack	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	CIMS Modules	 	 	 	 	 	 	 	 
	 
	 	QC-BAM	 	BAM	 	[***]	 	[***]	 	[***]
	 
	 	SW-WIN2000I	 	Windows2000 Server	 	[***]	 	[***]	 	[***]
	 
	 	SW-SQL	 	SQL Server 2000	 	[***]	 	[***]	 	[***]
	 
	 	KVM	 	KVM-3in1	 	[***]	 	[***]	 	[***]
	 
	 	QC-TCCTS	 	Emergency Workstation	 	[***]	 	[***]	 	[***]
	 
	 	LS-3026C-DC48	 	Ethernet Switch Host(48V)	 	[***]	 	[***]	 	[***]
	 
	 	LS-GS1UA	 	1-port 1000BASE-LX Single Mode
Optical Interface Module (1310nm, 10km, SC)	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Auxiliary Equipment	 	Installation Materials Package	 	[***]	 	[***]	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	2.1.2
	 	Software	 	 	 	 	 	 	 	 
	 
	 	Basic Software	 	 	 	 	 	 	 	 
	 
	 	SW-CBSC-SYS	 	BSS Software Per Service CH(0
— 2000CH)	 	[***]	 	[***]	 	[***]
	 
	 	SW-CBSC-SYS	 	BSS Software Per Service CH(2001
— 4000CH)	 	[***]	 	[***]	 	[***]
	 
	 	SW-CBSC-SYS	 	BSS Software Per Service
CH(4001 — 6000CH)	 	[***]	 	[***]	 	[***]







	 				
	 	 
	Confidential
Information of Huawei.

No Spreading without Permission
	 	Page 7 of 24






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.
















 








			
	 	 	 
	Toy Cell System Configuration
	 	






A66 PROJECT For LEAP (USA)




[***]




EQUIPMENT LIST OF BSC




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Existing	 	Add	 	Total
	 
	 	SW-CBSC-SYS	 	BSS Software Per Service CH(>6001CH)	 	[***]	 	[***]	 	[***]







	 				
	 	 
	Confidential
Information of Huawei.

No Spreading without Permission
	 	Page 8 of 24




 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.















 








	 	 	 	 	 
	 
	 	 	 	 
	Toy Cell System Configuration
	 	 		 






A66 PROJECT For LEAP (USA)




BTS3606AE




LIST OF BTS3606AE




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Existing	 	Add	 	Total
	 	 	BTS3606AE (S222 with 4AWS CSM5000, 1AWS CSM6800)	 	Version: BTS3606AEV300R001
	3.1.1

	 	Hardware	 	 	 	 	 	 	 	 
	 

	 	Main Equipment	 	 	 	 	 	 	 	 
	 

	 	QC-B-HBBC
	 	Outdoor Heat Exchanger Baseband

Cabinet,110V (Dual Live Wires)
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-B-RFC
	 	Outdoor RF Cabinet
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-CRDM
	 	Resource Distribution Board
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-BCKM0
	 	Main Clock Board (With GPS Card)
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-BCIM
	 	Controlling Interface Module (IP 8E1/T1)
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-CCPMD
	 	Compact BTS Channel Processing

Module(128 Channel)
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-CECM5
	 	EV-DO processing Board (192 Channel)
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-CESP
	 	E1 Surge Protection Module
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-OMTR
	 	Outdoor-BTS Multi-carrier Transceiver

Module (AWS)
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-OMPA
	 	Outdoor-BTS Multi-carrier Power

Amplifier Module (AWS)
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-ODFU
	 	Outdoor-BTS Duplexer and Filter Unit
(AWS)
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-OFAN
	 	ODU Fan Box
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-PSU
	 	AC/DC Power

Module,-33degC-65degC,90V-300V,27V/50A
	 	[***]
	 	[***]
	 	[***]
	 

	 	GM-PMU
	 	Power System Monitor Module
	 	[***]
	 	[***]
	 	[***]
	 

	 	GM-BAT-24V-150AH
	 	Rechargeable battery,VRLA
battery,24V,150Ah,battery group,single
cell 560*126*325mm(max.)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Equipment Installation Materials	 	 	 	 
	 

	 	IM-CM-CBTSCB
	 	CBTS Installation Set
	 	[***]
	 	[***]
	 	[***]
	 

	 	GM-BTS-BF
	 	Double Cuts Grounding Plate
	 	[***]
	 	[***]
	 	[***]
	 

	 	CAB-SPF-4m
	 	SFP High Speed Transmission Cable-4m
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-SFPB
	 	Optical
Transceiver(ESFP,1310nm,1.25G,C,10km)
	 	[***]
	 	[***]
	 	[***]
	 

	 	SWYVP-100-4*2*0.5
	 	Trunk Cable,15m-100ohm-4T1
	 	[***]
	 	[***]
	 	[***]
	 

	 	SS-OP-D-LC-S-30
	 	Patch Cord,LC/PC,LC/PC,Single
Mode,2mm,30m
	 	[***]
	 	[***]
	 	[***]
	 

	 	GM-JMP-22
	 	Antenna Jumper,2.2m
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	3.1.2

	 	Software	 	 	 	 	 	 	 	 
	 

	 	SW-CBTS-1XCH
	 	CBTS Software per 1X Channel
	 	[***]
	 	[***]
	 	[***]
	 

	 	SW-CBTS-DOCH
	 	CBTS Software per DO Channel
	 	[***]
	 	[***]
	 	[***]
	 

	 	SW-CBTS-HPA40
	 	CBTS Supporting HPA-40W per HPA
	 	[***]
	 	[***]
	 	[***]
	 

	 	SW-CBTS-MULTI
	 	CBTS Supporting Multi TRM Software per
TRX
	 	[***]
	 	[***]
	 	[***]







	 				
	 	 
	Confidential
Information of Huawei.

No Spreading without Permission
	 	Page 9 of 24






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.
















 








	 	 	 	 	 
	 
	 	 	 	 
	Toy Cell System Configuration
	 	 		 






A66 PROJECT For LEAP (USA)




BTS3606AE




LIST OF BTS3606AE




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Existing	 	Add	 	Total
	 
	 	SW-CBTS-DORA	 	CBTS Software per EV-DO-RA TRX	 	[***]	 	[***]	 	[***]







	 				
	 	 
	Confidential
Information of Huawei.

No Spreading without Permission
	 	Page 10 of 24







 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.














 








	 	 	 	 	 
	 
	 	 	 	 
	Toy Cell System Configuration
	 	 		 






A66 PROJECT For LEAP (USA)




ODU3601CE




LIST OF ODU3601C




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Existing	 	Add	 	Total
	3.2	 	ODU3601CE (60W,110V,Type 1)	 	Version: ODU3601CV100R002
	3.2.1

	 	Hardware	 	 	 	 	 	 	 	 
	 

	 	Main Equipment	 	 	 	 	 	 	 	 
	 

	 	QC-B-ABR
	 	BTS3601C Micro-bts Cabinet
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-OMTR
	 	Outdoor-BTS Multi-carrier Transceiver Module (AWS)
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-OMPA
	 	Outdoor-BTS Multi-carrier Power Amplifier Module (AWS)
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-ODFU
	 	Outdoor-BTS Duplexer and Filter Unit (AWS)
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-MDPM
	 	
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-OFAN
	 	BTS3606AE,QCSE1OFAN,ODU Fan Box
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-SFPB
	 	Optical Transceiver(ESFP,1310nm,1.25G,C,10km)
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Auxiliary Equipment	 	 	 	 	 	 	 	 
	 

	 	SPD40R
	 	Single Phase 60KA Lightning Protection Box
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	APM 200	 	 	 	 	 	 	 	 
	 

	 	 	 	APM200-4840SE-0,Outdoor Integrated DC Backup Power
System,48V40A,South,No Battery,with Chinese National Standard
AC Socket
	 	[***]
	 	[***]
	 	[***]
	 

	 	 	 	Rechargeable battery,VRLA battery(front
access),48V,100Ah,battery group,single cell
520*110*264mm(max.)
	 	[***]
	 	[***]
	 	[***]







	 				
	 	 
	Confidential
Information of Huawei.

No Spreading without Permission
	 	Page 11 of 24






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.














 








	 	 	 	 	 
	 
	 	 	 	 
	Toy Cell System Configuration
	 	 		 






C9 PROJECT For LEAP (USA)




Quote Number: 000855632007040202




Antenna & Feeder




PRICE LIST OF ANTENNA & FEEDER




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Existing	 	Add	 	Total
	4.1
	 	Antenna & Feeder	 	 	 	 	 	 	 	 
	4.1.1	 	Satellite Antenna and Feeders	 	 	 	 
	 
	 	ANT-GPS-CBSC	 	GPS Antenna and Feeders - CBSC	 	[***]	 	[***]	 	[***]
	 
	 	ANT-GPS-BTS	 	GPS Antenna and Feeders - CBTS	 	[***]	 	[***]	 	[***]







	 				
	 	 
	Confidential
Information of Huawei.

No Spreading without Permission
	 	Page 12 of 24






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.















 








			
	 	 	 
	Exsisting Toy Cell EVDO-Rev A UPGRADE FOR IOT
	 	






A66 PROJECT For LEAP (USA)




UPGRADE OF EVDO-RevA IOT AT EXISTING LAB




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Existing	 	Add	 	Total
	5.1	 	BTS3606A UPGRADE OF EVDO-RevA IOT	 	 	 	 	 	 
	5.1.1

	 	Hardware	 	 	 	 	 	 	 	 
	 

	 	Main Equipment	 	 	 	 	 	 	 	 
	 

	 	QC-BCIM
	 	Controlling Interface Module (8E1/T1)
	 	[***]
	 	[***]
	 	[***]
	 

	 	CECM
	 	EV-DO processing Board(1 CPU,1
CSM6800)
	 	[***]
	 	[***]
	 	[***]
	 

	 	QC-CBPE
	 	Abis Interface Packet Equipment over
E1/T1
	 	[***]
	 	[***]
	 	[***]







	 				
	 	 
	Confidential
Information of Huawei.

No Spreading without Permission
	 	Page 13 of 24







 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.















 








			
	 	 	 
	Existing Test Lab Equipment List
	 	






MSCe




EQUIPMENT LIST OF MSCe




	 	 	 	 	 	 	 
	 	 	 	 	 	 	QTY
	No.	 	Item	 	Description	 	Total
	1

	 	MSCe (1K subs )	 	 	 	 
	1.1

	 	MSCe Hardware	 	 	 	 
	 

	 	KW-ISCAB
	 	Integrated Service Cabinet
	 	[***]
	 
	 	 	 	 	 	 
	 

	 	Service Control Module	 	 	 	 
	 

	 	KW-WSMU
	 	System Management Unit
	 	[***]
	 

	 	KW-WSIU
	 	System Interface Unit
	 	[***]
	 

	 	KW-WHSC
	 	Hot-Swap and Control Unit
	 	[***]
	 

	 	KW-WALU
	 	Alarm Unit
	 	[***]
	 

	 	KW-WCDB
	 	Central Data Base Unit
	 	[***]
	 

	 	KW-WIFM
	 	IP Forward Module
	 	[***]
	 

	 	KW-WBFI
	 	Back insert FE Interface Unit
	 	[***]
	 

	 	KW-WMGC
	 	Media Gateway Control Unit
	 	[***]
	 

	 	KW-WBSG
	 	Broadband Signaling Gateway
	 	[***]
	 

	 	KW-WCCU
	 	WirelessCalling Control Unit
	 	[***]
	 

	 	KW-WVDB
	 	VLR Data Base Unit
	 	[***]
	 

	 	KW-UPWR
	 	Universal Power
	 	[***]
	 

	 	KW-SFRM
	 	Service Control Shelf
	 	[***]
	 
	 	 	 	 	 	 
	 

	 	IMM Module	 	 	 	 
	 

	 	KW-iGWB
	 	iGWB Server
	 	[***]
	 

	 	KW-EXP400
	 	Disk Array EXP400
	 	[***]
	 

	 	KW-DISK
	 	Hard Disk 73.4G
	 	[***]
	 

	 	SW-WIN2000I
	 	Windows2000 Server(for iGWB)
	 	[***]
	 

	 	KW-BAM
	 	BAM Server (Windows2000
Server&SQL Server)
	 	[***]
	 

	 	KVM
	 	KVM I/O Control Desk
	 	[***]
	 

	 	Lanswitch S3026c
	 	Quidway S3026c-48V Oversea
	 	[***]
	 

	 	KW-EWS
	 	Emergency Workstation (Windows2000
Server&SQL Server)	 	[***]
	 

	 	Lanswitch 16*RJ45
	 	LANSWITCH-16*RJ45-100Mbps-110~240VAC English Documents
	 	[***]
	 

	 	MO-CLT
	 	MO Clean Set-FUJITSU 3.5”
	 	[***]
	 

	 	KW-XPTU
	 	EXchange Protocol Transfer Unit(for Lawful interception system)
	 	[***]
	 

	 	SW-WIN2000X
	 	Windows2000 Server(for XPTU)
	 	[***]






					
	 	 	 	 	 
	Security Level:Confidential
	 	Confidential Information of Huawei.

No Spreading without Permission
	 	Page 14 of 24






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.














 






			
	 	 	 
	Existing Test Lab Equipment List
	 	






MSCe




EQUIPMENT LIST OF MSCe




	 	 	 	 	 	 	 
	 	 	 	 	 	 	QTY
	No.	 	Item	 	Description	 	Total
	 

	 	Auxiliary Equipment	 	 	 	 
	 

	 	KW-DOC-MSX
	 	Technical Documents For CSOFTX3000 (Including CD-ROM)
	 	[***]
	 
	 	 	 	 	 	 
	 

	 	Installation Materials	 	 	 	 
	 

	 	IM-CB-GM
	 	MSC Installation Suite
	 	[***]
	 
	 	 	 	 	 	 
	 

	 	 	 	MSCe Hardware	 	 
	 
	 	 	 	 	 	 
	1.2

	 	MSCe Software	 	 	 	 
	1)

	 	Basic Software	 	 	 	 
	 

	 	SWP-CSX-2GVMSC
	 	MSX Basic Software-2G (Per 1k Subs)
	 	[***]
	 
	 	 	 	 	 	 
	2)

	 	Optional Software	 	 	 	 
	 

	 	SWP-CMSCF-VMS
	 	Voice Mailbox Service (Per 1k Service Subscriber)
	 	[***]
	 

	 	SWP-CMSCF-CW
	 	Call Waiting (CW) (Per 1k Service Subscriber)
	 	[***]
	 

	 	SWP-CMSCF-CT
	 	Call Transfer (CT) (Per 1k Service Subscriber)
	 	[***]
	 

	 	SWP-CMSCF-3WC
	 	Three-Way Calling (3WC) (Per 1k Service Subscriber)
	 	[***]
	 

	 	SWP-CMSCF-CC
	 	Conference Calling (CC) (Per 1k Service Subscriber)
	 	[***]
	 

	 	SWP-CMSCF-PPC
	 	Pre-Paid Charging (PPC) (Per 1k Service Subscriber)
	 	[***]
	 

	 	SWP-CMSCF-DATA
	 	Packet Data Serving Node (PDSN) (Per 1k Service Subscriber)
	 	[***]
	 

	 	SWP-CMSCF-LI
	 	Lawful Interception(Per 1k User)
	 	[***]
	 

	 	SWP-CMSCF-OTAF
	 	Over The Air Function (OTAF) (Per 1k Service Subscriber)
	 	[***]
	 

	 	SWP-CMSCF-E911
	 	E911 Emergency call(Per 1k Service Subscriber)
	 	[***]
	 
	 	 	 	 	 	 
	 

	 	 	 	MSCe Software	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	MSCe (1K subs )	 	 






					
	 	 	 	 	 
	Security Level:Confidential
	 	Confidential Information of Huawei.

No Spreading without Permission
	 	Page 15 of 24






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.













 






			
	Existing Test Lab Equipment List
	 	






MGW




EQUIPMENT LIST OF MGW




	 	 	 	 	 	 	 
	 	 	 	 	 	 	QTY
	No.	 	Item	 	Description	 	Total
	2

	 	MGW (1K subs)	 	 	 	 
	2.1

	 	MGW Hardware	 	 	 	 
	 

	 	KW-MGWCAB
	 	UMG Cabinet
	 	[***]
	 
	 	 	 	 	 	 
	 

	 	Media Module	 	 	 	 
	 

	 	KW-MNET
	 	Packet Switch NET
	 	[***]
	 

	 	KW-MOMU
	 	Operation & Maintaince Unit
	 	[***]
	 

	 	KW-MTNU
	 	TDM central switching Net Unit
	 	[***]
	 

	 	KW-MCLK
	 	Clock Board
	 	[***]
	 

	 	KW-MPPB
	 	Protocol Processing Unit
	 	[***]
	 

	 	KW-MT32
	 	32T1 port TDM interface board
	 	[***]
	 

	 	KW-MCMF
	 	Front Connection Maintenance Unit
	 	[***]
	 

	 	KW-MSPF
	 	Front Signalling Processing Board
	 	[***]
	 

	 	KW-MECU
	 	Echo Canceller Unit
	 	[***]
	 

	 	KW-MTCB4
	 	TransCode Unit B(TDM Tone)
	 	[***]
	 

	 	KW-MTCB5
	 	TransCode Unit B(2048 MPTY CH )
	 	[***]
	 

	 	KW-MRPU
	 	RTP Processing Unit
	 	[***]
	 

	 	KW-ME8T
	 	8 port FE interface Board
	 	[***]
	 

	 	KW-MFRM
	 	Media Gateway Shelf
	 	[***]
	 
	 	 	 	 	 	 
	 

	 	Pinch Board	 	 	 	 
	 

	 	SHPU
	 	Signaling High level link Processing Unitt
	 	[***]
	 
	 	 	 	 	 	 
	 

	 	Auxiliary Equipment	 	 	 	 
	 

	 	KW-DOC-UMG
	 	Technical Documents For UMG(Including CD-ROM)
	 	[***]
	 
	 	 	 	 	 	 
	 

	 	Installation Materials	 	 	 	 
	 

	 	CB-HD100-16E1-120
	 	120ohm/20m 16E1 Cable
	 	[***]
	 

	 	IM-INS-MGW
	 	MGW Installation Suite
	 	[***]
	 

	 	IWF Installation materials
	 	 	 	 
	 

	 	 	 	MGW Hardware	 	 
	 
	 	 	 	 	 	 
	2.2

	 	MGW Software	 	 	 	 
	 

	 	Basic Software	 	 	 	 
	 

	 	SWP-MGW-2GVMSC
	 	VMSC Basic Software-2G per k subs
	 	[***]






					
	 	 	 	 	 
	Security Level:Confidential
	 	Confidential Information of Huawei

No Spreading without Permission
	 	Page 16 of 24






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.













 






			
	 	 	 
	Existing Test Lab Equipment List
	 	






MGW




EQUIPMENT LIST OF MGW




	 	 	 	 	 	 	 
	 	 	 	 	 	 	QTY
	No.	 	Item	 	Description	 	Total
	 

	 	 	 	Basic Software	 	 
	 
	 	 	 	 	 	 
	 

	 	Optional Software	 	 	 	 
	 

	 	SWP-MGW-64EC
	 	64ms Echo Canceller Per 1K Service Subscriber
	 	[***]
	 

	 	SWP-MGW-CSDLI
	 	CSD Lawful Interception Per Subscriber
	 	[***]
	 

	 	 	 	Optional Software	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	MGW Software	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	MGW (1K subs)	 	 






					
	 	 	 	 	 
	Security Level:Confidential
	 	Confidential Information of Huawei

No Spreading without Permission
	 	Page 17 of 24






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.














 






			
	 	 	 
	Existing Test Lab Equipment List
	 	






CBSC (Mini)




LIST OF CBSC MAIN EQUIPMENT




	 	 	 	 	 	 	 
	 	 	 	 	 	 	QTY
	No.	 	Item	 	Description	 	Total
	2.1	 	CBSC6600 ( CBTS: 4 TRX: 24 ;1X Channel: 384 )
	2.1.1	 	CBSC Hardware and OS Software
	 

	 	QC-BCCTR
	 	CCTR Cabinet
	 	[***]
	 

	 	QC-BCBUR
	 	CBUR Cabinet
	 	[***]
	 
	 	 	 	 	 	 
	 

	 	CRPS	 	 	 	 
	 

	 	QC-CBIE0
	 	ATM Reverse Multiplex Interface Board — QC11CBIE0
	 	[***]
	 

	 	QC-CRMU
	 	Resource Management Board
	 	[***]
	 

	 	QC-CMUX
	 	Multiplex Board
	 	[***]
	 

	 	QC-CPPU
	 	Packet Processing Board
	 	[***]
	 

	 	QC-CBPU
	 	Buffer Board
	 	[***]
	 

	 	QC-CHAC
	 	Highspeed Access Board
	 	[***]
	 

	 	QC-CPCU
	 	PCF Control Board
	 	[***]
	 

	 	QC-KCRPS
	 	Shelf Component Set- CRPS Module
	 	[***]
	 
	 	 	 	 	 	 
	 

	 	CIMS	 	 	 	 
	 

	 	QC-BAM
	 	BAM
	 	[***]
	 

	 	SW-WIN2000
	 	Windows 2000 Server English -5Users
	 	[***]
	 

	 	SW-SQL
	 	SQL Server 2000-5 Users
	 	[***]
	 

	 	KVM-3in1
	 	KVM-3in1
	 	[***]
	 

	 	QC-TCCTS
	 	Emergency Workstation
	 	[***]
	 

	 	HUB
	 	Switch Hub
	 	[***]
	 

	 	LS-GSIU
	 	1000Base-LX Long Wavelength SMF Module (SC 10km)
	 	[***]
	 
	 	 	 	 	 	 
	 

	 	CIPS(1X&DO)	 	 	 	 
	 

	 	QC-CBIE0
	 	ATM Reverse Multiplex Interface Board — QC11CBIE0
	 	[***]
	 

	 	QC-CFMR
	 	Radio Frame Processing Board
	 	[***]
	 

	 	QC-CEVD
	 	Voice Processing Board (Without Echo Canceller)
	 	[***]
	 

	 	QC-CMUX
	 	Multiplex Board
	 	[***]
	 

	 	QC-CLAP
	 	Signaling Processing Board (Narrowband)
	 	[***]
	 

	 	QC-CSPU
	 	Service Processing Board
	 	[***]
	 

	 	QC-CAIE0
	 	E1/T1 Interface Board — QC11CAIE0
	 	[***]
	 

	 	QC-KCIPS
	 	Shelf Component Set- CIPS Module
	 	[***]







					
	 	 	 	 	 
	HUAWEI CONFIDENTIAL
	 	 
	 	Page 18 of 24






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.













 








			
	 	 	 
	Existing Test Lab Equipment List
	 	






CBSC (Mini)




LIST OF CBSC MAIN EQUIPMENT




	 	 	 	 	 	 	 
	 	 	 	 	 	 	QTY
	No.	 	Item	 	Description	 	Total
	 

	 	CLKM	 	 	 	 
	 

	 	QC-GCKM
	 	Board Set-BSC6600-QC11GCKM0-CBSC
GPS/GLONASS&Clock Processing Board Set/With M12+
Card
	 	[***]
	 
	 	 	 	 	 	 
	 

	 	Auxiliary Equipment	 	 	 	 
	 

	 	GM-ALMZ
	 	General Alarm Box
	 	[***]
	 

	 	DOC-GM-CBSC
	 	Technical Documents For CBSC (Including CD-ROM)
	 	[***]
	 
	 	 	 	 	 	 
	 

	 	Installation Materials	 	 	 	 
	 

	 	CAB-T1-100-20m
	 	20m T1 Cable- 100ohm-8T1
	 	[***]
	 

	 	CAB-OPTICAL-2m
	 	Optical Cable Between HAC And Lanswitch-2m
	 	[***]
	 

	 	GM-GLD
	 	Wall-Type Closed Window for GPS Feeding Cable
	 	[***]
	 

	 	Subtotal Price
	 	CBSC Hardware and OS Software	 	 
	 
	 	 	 	 	 	 
	2.1.2

	 	CBSC Software	 	 	 	 
	1)

	 	CBSC Basic Software	 	 	 	 
	 

	 	SW-CBSC-SYS
	 	BSS Software Per CH (0—2000CH)
	 	[***]
	 

	 	SW-CBSC-DO
	 	CBSC EV-DO Software Per Throughput(Mbps)
	 	[***]
	 
	 	 	 	 	 	 
	2)

	 	BSS Optional Software	 	 	 	 
	 

	 	SWP-CBSCF-SM
	 	Point to Point Short Messages Per Service CH
	 	[***]
	 

	 	SWP-CBSCF-PDS
	 	Packet Data Service (RC3/RC4) Per Service CH
	 	[***]
	 

	 	SWP-CBSCF-HO1X/DO
	 	Handoff between CDMA2000 1xEV-DO and CDMA2000 1x
Per DO Service CH
	 	[***]
	 

	 	Subtotal Price
	 	CBSC Software	 	 
	 
	 	 	 	 	 	 
	 

	 	Subtotal Price
	 	CBSC6600 ( CBTS: 4 TRX: 24 ;1X Channel: 384 )	 	 








					
	 	 	 	 	 
	HUAWEI CONFIDENTIAL
	 	 
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	Existing Test Lab Equipment List
	 	






CBTS




LIST OF CBTS EQUIPMENT & ACCESSORIES




	 	 	 	 	 	 	 
	 	 	 	 	 	 	QTY
	No.	 	Item	 	Description	 	Total
	2.2.a	 	BTS3606A (S222 with 4 PCS CSM5000 0 ODU(s) 25W 3 EV-DO TRX )
	1)

	 	Main Equipment	 	 	 	 
	 

	 	QC-QB6BHXC
	 	BTS3606A Cabinet(Heat-Exchanger Cabinet-
240V; without Heater and Lamp and External
battery)
	 	[***]
	 

	 	QC-BCKM2
	 	Main Clock Board (with GPS Card)
	 	[***]
	 

	 	QC-52BCIM
	 	Control Interface Board — QC52BCIM
	 	[***]
	 

	 	QC-CCPM4
	 	128-Channel Processing Board
	 	[***]
	 

	 	QC-CECM1
	 	EV-DO 24-Channel Processing Board
	 	[***]
	 

	 	QC-CTRM
	 	Compact-BTS Transceiver Module
	 	[***]
	 

	 	QC-CHPA
	 	Compact-BTS High Power Amplifier
	 	[***]
	 

	 	QC-BRFM
	 	RF Fan Module
	 	[***]
	 

	 	QC-CDDU
	 	Compact-BTS Dual Duplexer Unit
	 	[***]
	 

	 	QC-PSU
	 	Power Supply Unit
	 	[***]
	 

	 	QC-PSU
	 	Power Supply Unit (AC/ DC)
	 	[***]
	 

	 	HRS-PSM
	 	Power Supply Monitoring Unit
	 	[***]
	 

	 	 	 	Main Equipment	 	 
	 
	 	 	 	 	 	 
	 	 	CBTS Equipment Installation Materials
	 

	 	IM-CM-CBTSCB
	 	CBTS Installation Set
	 	[***]
	 

	 	GM-HAW-GND
	 	Grounding Hardware Combination
	 	[***]
	 

	 	SFYZP-75-2*8
	 	75ohm Trunk Cable-20m-4E1-DB25
	 	[***]
	 

	 	SWYVP-120-4*2*0.5
	 	120ohm Trunk Cable-20m-4E1-DB25
	 	[***]
	 

	 	SWYVP-100-4*2*0.5
	 	100ohm Trunk Cable-20m-4T1-DB25
	 	[***]
	 

	 	LC/PC-FC/PC
	 	OFC Connector-2mm-50m
	 	[***]
	 

	 	GM-JMP-1
	 	Jumper (m)
	 	[***]
	 

	 	GM-JMP-CON-DIN
	 	Jumper Connector-DIN
	 	[***]
	 

	 	 	 	CBTS Equipment Installation Materials	 	 
	 

	 	 	 	CBTS Hardware	 	 
	 
	 	 	 	 	 	 
	2)

	 	Software	 	 	 	 
	 

	 	SW-CBTS-BASIC
	 	CBTS Software per 128-Channel Processing Board
	 	 [***]
	 

	 	SW-CBTS-BASIC
	 	CBTS Software per 96-Channel Processing Board
	 	[***]







					
	 	 	 	 	 
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	Existing Test Lab Equipment List
	 	






CBTS




LIST OF CBTS EQUIPMENT & ACCESSORIES




	 	 	 	 	 	 	 
	 	 	 	 	 	 	QTY
	No.	 	Item	 	Description	 	Total
	 

	 	SW-CBTS-BASIC
	 	CBTS Software per 64-Channel Processing Board
	 	[***]
	 

	 	SW-CBTS-BASIC
	 	CBTS Software per 32-Channel Processing Board
	 	[***]
	 

	 	SW-CBTS-EVDO
	 	CBTS Software per EV-DO TRX
	 	[***]
	 

	 	 	 	CBTS Software	 	 
	 
	 	 	BTS3606A (S222 with 4 PCS CSM5000 0 ODU(s) 25W 3 EV-DO TRX )
	 
	3)	 	Feeder Installation Materials
	 

	 	FSJ4-50B
	 	Special Jumper (3.5m)
	 	[***]
	 

	 	GM-PRO-TAP
	 	Waterproof Tape
	 	[***]








					
	 	 	 	 	 
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	Existing Test Lab Equipment List
	 	






ANTENNA & FEEDER




LIST OF ANTENNA & FEEDER




	 	 	 	 	 	 	 
	 	 	 	 	 	 	QTY
	No.	 	Item	 	Description	 	Total
	2.5

	 	Antenna and Feeder	 	 	 	 
	2.5.1	 	Satellite Antenna and Feeders	 	 
	 

	 	ANT-GPS-CBSC
	 	GPS Antenna and Feeders — CBSC
	 	[***]
	 

	 	ANT-GPS-CBTS
	 	GPS Antenna and Feeders — CBTS
	 	[***]
	 

	 	Subtotal Price
	 	Satellite Antenna and Feeders	 	 
	 
	 	 	 	 	 	 
	2.5.2

	 	BTS Antenna (1900M)	 	 	 	 
	 

	 	 27010157
	 	Kathrein 739496 (1710~1990MHZ, 65deg -18dBi

-Vertical polarization)
	 	[***]
	 

	 	Subtotal Price
	 	BTS Antenna (1900M)	 	 
	 
	 	 	 	 	 	 
	2.5.3

	 	Feeders	 	 	 	 
	 

	 	LDF5-50
	 	Feeders-7/8"-m
	 	[***]
	 

	 	CON-DIN-7/8”
	 	Feeder Connector-7/8”
	 	[***]
	 

	 	GM-FED CLP / 3 FED- 7/8”
	 	Feeder Clamp For Triple Cable-7/8’’
	 	[***]
	 

	 	PLGT-7/8”
	 	Lightning Protection Grounding Clip-7/8”
	 	[***]
	 

	 	GM-JMP-CON-DIN
	 	Jumper Connector-DIN
	 	[***]
	 

	 	Subtotal Price
	 	Feeders	 	 
	 
	 	 	 	 	 	 
	2.5.4	 	Feeder Installation Materials	 	 
	 

	 	BTS-FINSTALL
	 	BTS3606A (S222 with 4 PCS CSM5000 0 ODU(s)

25W 3 EV-DO TRX )
	 	[***]
	 

	 	BTS-FINSTALL
	 	BTS3606A (S222 with 0 PCS CSM5000 0 ODU(s) 25W 6 EV-DO TRX )
	 	[***]
	 

	 	Subtotal Price
	 	Feeder Installation Materials	 	 
	 
	 	 	 	 	 	 
	 

	 	Subtotal Price
	 	Antenna and Feeder	 	 







					
	 	 	 	 	 
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	Existing Test Lab Equipment List
	 	






L3-iManager M2000




LIST OF M2000 MAIN EQUIPMENT




	 	 	 	 	 	 	 
	 	 	 	 	 	 	QTY
	No.	 	Item	 	Description	 	Total
	4	 	M2000 (Network Elements: 2, Remote Sites: 0 )	 	 
	4.1
	 	Hardware and OS Software	 	 	 	 
	1)
	 	Servers and OS Software	 	 	 	 
	 
	 	M2000-SVR-SIMPLE	 	M2000 Server-Blade 150 (Single)	 	[***]
	 
	 	M2000-SVR-Service	 	Blade 150 (Single) Workstation Service-SUN-USA- One Year Gold+ Service	 	[***]
	 
	 	SW-SUN-Solaris	 	SUN Solaris OS	 	[***]
	 
	 	SW-Sybase	 	Tools Software, Sybase Adaptive Server	 	[***]
	 
	 	Switch HUB	 	Switch Hub ( +220V AC)	 	[***]
	 
	 	 	 	 	 	 
	2)
	 	Terminals	 	 	 	 
	 
	 	M2000-OMT	 	Operating & Maintenance Terminal	 	[***]
	 
	 	M2000-ALM	 	M2000 Alarm Center	 	[***]
	 
	 	PRN-24PIN	 	Dot Matrix Printer	 	[***]
	 
	 	 	 	 	 	 
	9)
	 	Auxiliary Equipment	 	 	 	 
	 
	 	SUN-DAT72	 	Tape Drive-SUN-DAT72	 	[***]
	 
	 	MODEM-56K	 	Internal 56k Modem for Alarm Center and Dial Server	 	[***]
	 
	 	SW-PC Anywhere	 	Symantec PC Anywhere-11.0-English Version for Win95/98/ME/NT/2000/XP	 	[***]
	 
	 	TAPE-4mm 12G	 	DDS3/4mm/12G Cassettes for IBM01K1282	 	[***]
	 
	 	DOC-GM-M2000	 	Technical Documents For M2000 (Including CD-ROM)	 	[***]
	 
	 	 	 	 	 	 
	10)
	 	Tool Boxes	 	 	 	 
	 
	 	TOOL-SWITCH	 	Tool Boxes For NSS	 	[***]
	 
	 	TOOL-CDMA BSS	 	Tool Boxes For BSS	 	[***]
	 
	 	Subtotal Price	 	M2000 Hardware and OS Software	 	 
	 
	 	 	 	 	 	 
	4.2
	 	Software	 	 	 	 
	 
	 	M2000 Software	 	 	 	 
	1)
	 	M2000 Basic Software	 	 	 	 
	 
	 	SWP-M2000-ADAPTER	 	CDMA Adapter Package	 	[***]
	 
	 	SWP-M2000-BSS	 	BSS NMS Software Per CH	 	[***]
	 
	 	SWP-M2000-PDSN	 	PDSN NMS Software Per PPP Session	 	[***]
	 
	 	SWP-MAPX	 	Tools Software, MAPX Open License	 	[***]








					
	 	 	 	 	 
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	Existing Test Lab Equipment List
	 	






L3-iManager M2000




LIST OF M2000 MAIN EQUIPMENT




	 	 	 	 	 	 	 
	No.
	 	Item
	 	Description
	 	QTY

Total
	 
	 	 
	 	 
	 	 







					
	 	 	 	 	 
	HUAWEI CONFIDENTIAL
	 	 
	 	Page 24 of 24
















 







In the event of any conflict or inconsistency between the terms of the Amended and
Restated System Equipment Purchase Agreement and this exhibit, such conflict or
inconsistency shall be resolved by giving precedence to the Agreement.




Exhibit K



			
	 	 	 
	NorthWest Market Upgrade (IP Interface)
	 	






C9 PROJECT For LEAP (USA)




Media Gateway




ITEM LIST OF MGW EQUIPMENT




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Total
	 
	 	MidHuge MGW (34.021K subs)	 	 	 	 
	1.2.1
	 	Basic Equipment	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Media Module	 	 	 	 
	 
	 	UG-MHRU	 	Mobile Network High-speed Routing Unit	 	[***]
	 
	 	UG-MVPD2	 	Mobile Network Voice Processing Unit D(1K TC,64ms EC)	 	[***]
	 
	 	KW-ME8T	 	Mobile Network 8-port 10/100M Ethernet Interface Board	 	[***]
	 
	 	KW-MNLU	 	Mobile network Link Unit	 	[***]
	 
	 	 	 	 	 	 
	1.2.2
	 	Software	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Optional Software	 	 	 	 
	 
	 	SWP-EVRC-4GVNB	 	EVRC-B (4GV-NB) (per CH)	 	 
	 
	 	SWP-UMGV-TrFO	 	TrFO Function per k subs	 	 
	 
	 	SWP-UMGV-RTO	 	Remote Transcoder Operation (RTO)(per k subs)	 	 







					
	 	 	 	 	 
	HUAWEI CONFIDENTIAL
	 	 
	 	Page 1 of 5






 




			
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Exhibit K




			
	 	 	 
	NorthWest Market Upgrade (IP Interface)
	 	






C9 PROJECT For LEAP (USA)




Media Gateway




ITEM LIST OF MGW EQUIPMENT




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Total
	 
	 	MidHuge MGW (26.863K subs)	 	 	 	 
	1.1.1
	 	Basic Equipment	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Media Module	 	 	 	 
	 
	 	UG-MHRU	 	Mobile Network High-speed Routing Unit	 	[***]
	 
	 	UG-MVPD2	 	Mobile Network Voice Processing Unit D(1K TC,64ms EC)	 	[***]
	 
	 	KW-ME8T	 	Mobile Network 8-port 10/100M Ethernet Interface Board	 	[***]
	 
	 	KW-MNLU	 	Mobile network Link Unit	 	[***]
	 
	 	 	 	 	 	 
	1.1.2
	 	Software	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Optional Software	 	 	 	 
	 
	 	SWP-EVRC-4GVNB	 	EVRC-B (4GV-NB) (per CH)	 	 
	 
	 	SWP-UMGV-TrFO	 	TrFO Function per k subs	 	 
	 
	 	SWP-UMGV-TrFO	 	Remote Transcoder Operation (RTO)(per k subs)	 	 







					
	 	 	 	 	 
	HUAWEI CONFIDENTIAL
	 	 
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Exhibit K




			
	 	 	 
	NorthWest Market Upgrade (IP Interface)
	 	






C9 PROJECT For LEAP (USA)




BSC6600




ITEM LIST BSC6600 MAIN EQUIPMENT




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Total
	2.1	 	BSC6600 ( CBTS: 55 TRX:450;Channel:6248 )	 	 
	2.1.1
	 	Hardware	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	CIPS Module(1X)	 	 	 	 
	 
	 	QC-CAPF	 	A Interface Packet Equipment over FE	 	[***]
	 
	 	 	 	 	 	 
	2.1.2
	 	Software	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Optional Software	 	 	 	 
	 
	 	SWP-EVRC-4GVNB	 	EVRC-B (4GV-NB)	 	 
	 
	 	SWP-CBSCF-TFO	 	Tandem Free Option Per CH	 	 







					
	 	 	 	 	 
	HUAWEI CONFIDENTIAL
	 	 
	 	Page 3 of 5






 




			
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Exhibit K




			
	 	 	 
	NorthWest Market Upgrade (IP Interface)
	 	






C9 PROJECT For LEAP (USA)




BSC6600




ITEM LIST BSC6600 MAIN EQUIPMENT




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Total
	2.1	 	BSC6600 ( CBTS: 34 TRX:303;Channel:3888 )	 	 
	2.1.1
	 	Hardware	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	CIPS Module(1X)	 	 	 	 
	 
	 	QC-CAPF	 	A Interface Packet Equipment over FE	 	[***]
	 
	 	 	 	 	 	 
	2.1.2
	 	Software	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Optional Software	 	 	 	 
	 
	 	SWP-EVRC-4GVNB	 	EVRC-B (4GV-NB)	 	 
	 
	 	SWP-CBSCF-TFO	 	Tandem Free Option Per CH	 	 







					
	 	 	 	 	 
	HUAWEI CONFIDENTIAL
	 	 
	 	Page 4 of 5






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.














 








Exhibit K




			
	 	 	 
	NorthWest Market Upgrade (IP Interface)
	 	






C9 PROJECT For LEAP (USA)




BSC6600




ITEM LIST BSC6600 MAIN EQUIPMENT




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Quantity
	No.	 	Item	 	Description	 	Total
	2.1	 	BSC6600 ( CBTS: 36 TRX:288;Channel:4064 )	 	 
	2.1.1
	 	Hardware	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	CIPS Module(1X)	 	 	 	 
	 
	 	QC-CAPF	 	A Interface Packet Equipment over FE	 	[***]
	 
	 	 	 	 	 	 
	2.1.2
	 	Software	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Optional Software	 	 	 	 
	 
	 	SWP-EVRC-4GVNB	 	EVRC-B (4GV-NB)	 	 
	 
	 	SWP-CBSCF-TFO	 	Tandem Free Option Per CH	 	 






					
	 	 	 	 	 
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EXHIBIT L                    ENVIRONMENTAL REQUIRMENTS




Exhibit L




ENVIRONMENTAL

REQUIREMENTS









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EXHIBIT L                    ENVIRONMENTAL REQUIRMENTS




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1	 	Introduction
	 	 	2	 
	2	 	Environmental requirements for switch room
	 	 	2	 
	2.1	 	Temperature and humidity requirements
	 	 	2	 
	2.2	 	Cleanness Requirements
	 	 	2	 
	2.3	 	Noise
	 	 	3	 
	2.4	 	Atmospheric Pressure
	 	 	3	 
	2.5	 	Civil work in equipment room
	 	 	3	 
	2.6	 	Safety requirements
	 	 	5	 
	2.7	 	Grounding requirements
	 	 	5	 
	2.8	 	Anti-Shock Measures
	 	 	7	 
	3	 	Environmental requirements for outdoor CBTS3606AE
	 	 	7	 
	3.1	 	Requirements for the climate
	 	 	7	 
	3.2	 	Installation Request
	 	 	8	 
	3.3	 	Power Supply System of DC Cabinet
	 	 	9	 
	3.4	 	Power Supply System of AC Cabinet
	 	 	11	 
	4	 	Environment Requirement For Isite BTS/ ODU3601CE
	 	 	12	 
	4.1	 	Operation Environment Requirements
	 	 	12	 
	4.2	 	Installation Requirement
	 	 	15	 






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EXHIBIT L                    ENVIRONMENTAL REQUIRMENTS



In the event of any conflict or inconsistency between the terms of the Amended and Restated System
Equipment Purchase Agreement and this exhibit, such conflict or inconsistency shall be resolved by
giving precedence to the Agreement.





	1	 	Introduction
	 
	 	 	Environmental requirements involve the equipment room, grounding system, power supply
system, lighting, noise, temperature adjustment system, water supply system, etc. These
should be preceded in accordance with the results of the engineering designing and
drawing evaluated by both parties.
	 
	2	 	Environmental requirements for switch room
	 
	2.1	 	Temperature and humidity requirements
	 
	 	 	Air-conditioning equipment shall be installed in equipment room to adjust the indoor
temperature and humidity so as to ensure the effective operation of all equipment. The
requirements of temperature and humidity are shown as follows.





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Working	 	 
	 	 	Condition	 	NSS,IN,SMC, OMC, BSC	 	Storage & Transportation
	Long
Term
	 	Temperature	 	 	59°F ~ 86°F	 	 	 	-40°F ~ 158°F	 
	 
	 	Humidity	 	 	40%~65	%	 	 	5% ~ 100	%
	Short
Term
	 	Temperature	 	 	32°F ~ 113°F	 	 	 	-40°F ~ 158°F	 
	 
	 	Humidity	 	 	20%~90	%	 	 	5% ~ 100	%







	2.2	 	Cleanness Requirements
	 
	2.2.1	 	Dust Quantity and Particle Diameters
	 
	 	 	The dusts inside CDMA2000 room may lead to electrostatic adherence causing poor contact
between metal plug-in units. This will reduce the life span of the equipment, and even
cause fatal faults or failures. Therefore, the indoor dust content of the CDMA2000 room
is required as follows:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Maximum Diameter(μm)	 	0.5	 	1	 	3	 	5
	Maximum Density

(number of particles/per M3)
	 	 	14X10	5	 	 	7X10	5	 	 	24X10	4	 	 	13X10	4







	 	 	The dust particle is non-conducting, non-magnetic and non-corrosive.





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EXHIBIT L                    ENVIRONMENTAL REQUIRMENTS





	2.2.2	 	Harmful Gases
	 
	 	 	There are strict requirements for salinity, acid and sulfide content inside equipment
room as well as dust content and particle diameter. The equipment room should also be
protected from the intrusion of harmful gases such as SO2, H2S,
NH3, NO2, etc., as these may cause corrosion of metals and thus
accelerate the aging of certain parts. The relevant restrictions are specified as
follows:





	 	 	 	 	 	 	 	 	 
	Item	 	Average (mg / m3)	 	Maximum(mg / m3)
	SO2
	 	 	0.2	 	 	 	1.5	 
	H2S
	 	 	0.006	 	 	 	0.03	 
	NO2
	 	 	0.04	 	 	 	0.15	 
	NH3
	 	 	0.05	 	 	 	0.15	 
	CL2
	 	 	0.01	 	 	 	0.3	 







	 	 	In addition, smoking is not allowed in the equipment room.
	 
	2.3	 	 Noise
	 
	 	 	Noise in door <= 70dB.
	 
	2.4	 	Atmospheric Pressure
	 
	 	 	Atmospheric pressure from 1.08×105 to 5.1×104pa (-20 inches to +20
inches) is allowed.
	 
	2.5	 	Civil work in equipment room
	 
	2.5.1	 	Area
	 
	 	 	The size of the equipment room shall be determined by the final capacity of the
switching equipment.
	 
	 	 	The location of the equipment in the equipment room shall take into account of the
requirements on the maintenance passage.
	 
	 	 	The minimum distance between the front of the racks and the wall should be 60~80 inches.
	 
	 	 	The minimum distance between the rear of the racks and the wall should be 32~40 inches.
	 
	 	 	The minimum width of the main aisles on the left and the right sides of the rack should
be 48~60 inches, and that of the secondary aisle should be 24~32 inches.
	 
	 	 	The front of the rack is preferred to be opposite to the control room (where the
installation and maintenance terminal is positioned).





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EXHIBIT L                    ENVIRONMENTAL REQUIRMENTS





	2.5.2	 	Height
	 
	 	 	The height from the beam to the floor should not be less than 120 inches and the indoors
clear height is preferably over 112 inches.
	 
	2.5.3	 	Floor
	 
	 	 	Floor load (NSS, OMC, BSC, PDSN): > 100 lb./sq. ft.
	 
	 	 	The floor shall be even and smooth.
	 
	 	 	Equipment room floor materials must be static-proof. Only approved static-proof
semi-conductive floor leather or water-washed stones shall be used. NSS/BSS equipment
shall better use the static-proof movable floor boards, with supports 12 inches in
thickness. The base station can be directly installed on the water-washed stone floor.
	 
	 	 	In the power room and battery room, the minimum floor loading requirement is 176 lb./
sq. ft.
	 
	2.5.4	 	Doors and Windows
	 
	 	 	The exterior windows should be airtight and dust-proof.
	 
	 	 	The door should be designed to facilitate equipment moving in and out. Double-leaf door
is recommended. If single-leaf door is used, its width should be no less than 48 inches.
The door should also be airtight and dust-proof.
	 
	2.5.5	 	Ceiling and Inner Walls
	 
	 	 	The equipment room ceilings, walls, doors, windows and floors must all be flush. to
reduce or eliminate intrusion of dust particles and accumulation of dusts and sand The
roof should be free of leaks and all decorative materials must be either non-flammable
or otherwise difficult to set on fire.
	 
	 	 	All grooves must be well protected against moisture. Their angles and sides shall be
even and smooth, and the floors shall close tightly with the cover boards. Both the
lighting and the power cables shall better be laid underneath.
	 
	2.5.6	 	Relationship between CDMA2000 room and other areas
	 
	 	 	If the capacity of the CDMA2000 switching equipment is above the average, a single
equipment room is to be prepared and must be separated from the power distribution
equipment, transmission equipment, and maintenance terminal.
	 
	 	 	If located on the same floor, the equipment room and the control room shall be
immediately next to the system equipment room so as to save control cables and for easy
terminal maintenance. It is best to install it on both sides of the system equipment
with glass walls separating the control room from the system equipment room. If the
system equipment room is not on the same floor with other rooms, the





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EXHIBIT L                    ENVIRONMENTAL REQUIRMENTS





	 	 	line distribution room and power distribution room should be arranged on the floor under
the system equipment room.






	2.5.7	 	Color
	 
	 	 	The color of walls and ceilings shall be light and pleasing, and the paint shall be
non-glossy and devoid of silicon oxides.
	 
	2.5.8	 	IP Bearer Requirement





	 	 	 	 	 	 	 
	Network condition	 	Time Delay (One-Way)	 	PER	 	Jitter
	Good

	 	£40ms
	 	£0.1%
	 	£1ms
	 
	 	 	 	 	 	 
	Normal

	 	£100ms
	 	£1%
	 	£20ms
	 
	 	 	 	 	 	 
	Bad

	 	£400ms
	 	£5 %
	 	£60ms







	 	 	To ensure QoS, IP bearer network should at least meet the criteria that jitter should be
less than 10ms and PER should be less than 1%.
	 
	2.5.9	 	Others
	 
	 	 	The construction of the equipment room, corridor, and other important areas must be
completed according with the specifications.
	 
	 	 	The wall of the room must be dry enough.
	 
	 	 	There must be enough grounding plates and power sockets in the equipment room.
	 
	 	 	No water pipes are allowed to pass through the equipment room. If a heating system has
to be installed in the area, no valve is allowed inside the equipment room in order to
avoid water leakage.
	 
	2.6	 	Safety requirements
	 
	 	 	High-performance fire-fighting facilities shall be installed on the construction site.
	 
	 	 	Distinctive labels must be attached onto the power sockets of different voltage ratings
inside the equipment room.
	 
	 	 	Hazardous materials marked as inflammable and explosive items should not be allowed
inside the equipment room.
	 
	 	 	Safety cover plate shall be positioned on the reserved holes of the floor.

	 
	2.7	 	Grounding requirements
	 
	 	 	Grounding guarantees the safe and stable operation of power supply and the CDMA2000
system equipment requiring special attention. In general, grounding includes the working
ground, protection ground, and building lightning-proof ground.





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	 	 	Normally, the working ground, protection ground, and building lightning-proof ground of
the equipment room shall be separately prepared. But, due to limitations of the
equipment room, combined grounding is also allowed.
	 
	 	 	If separate grounding is used in the NSS equipment room the grounding resistance should
be less than 1W.
	 
	 	 	If combined grounding is used in the NSS and BSS equipment room the grounding resistance
should be less than 1W.
	 
	2.7.1	 	Grounding system of the CDMA2000 equipment
	 
	 	 	On the rack of the switching equipment, two grounding bolts, GND and PGND are prepared.
GND connects to the working ground of the switching equipment; inside, the various DC
working power grounds are already connected to the case. PGND is the secondary
protection circuit ground of the switching equipment trunk module, and can release
excess electrical charges from safety units when connected to earth.
	 
	 	 	Single point grounding to earth can lead out separately from the grounding bolts (GND
and PGND) on the racks to connect to the equipment working ground.
	 
	 	 	Lightning-proof measures for CDMA2000 system BTS equipment grounding:
	 
	 	 	Outer conducting of the feeder shall be grounded via the feeder-grounding joint, while
the inner conducting of the feeder shall be grounded via the coaxial lightning rods.
	 
	 	 	The lightning-proof grounding bar shall be installed outside the equipment room. The
conducting body of the indoor lightning rod support is also the discharging ground of
the lightning rod. It is connected via the 3 inches cable to the outdoor grounding rods.
	 
	2.7.2	 	Grounding requirements of the AC power distribution system






	 	1.	 	The AC power distribution system requires an independent AC safety
ground, and the protection ground assures that the AC power will be cut off.
	 
	 	2.	 	Use of the power supply lightning-proof device can prevent interfering
signals from entering into and through the AC power network, to guarantee normal
operation of the AC power distribution system.
	 
	 	3.	 	The AC power supply provided to computers only requires the live and
neutral wires and no protection ground lines.
	 
	 	4.	 	For switches with unstable power networks, or without AC regulators,
over-voltage or under-voltage of the power network will lead to the damage of
terminal equipment. So inverting terminal equipment for the power supply is
recommended.
	 
	 	5.	 	Grounding solutions





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EXHIBIT L                    ENVIRONMENTAL REQUIRMENTS





	 	 	 	Connection cables from the grounding rod to the equipment grounding bolts shall
have copper cores and shall be as short as possible.
	 
	 	 	 	All grounding connection pieces shall have anti-corrosion protection.
	 
	 	 	 	Grounding bolts must be fastened mechanically.
	 
	 	 	 	A minimum distance of 50 foot is required between any two different grounds.






	2.7.3	 	The AC Power System
	 
	 	 	The AC power supply to computer terminal needs only a live wire or wires and grounding
wire. The protective grounding shall not be used.
	 
	 	 	The shell of the computer is required to connect with the protective grounding of the
equipment. If the computer power supply adopts Inverter, then the shell of the inverter
is also required to connect with the protective grounding of the equipment.
	 
	 	 	Inside the equipment room, the customer shall provide an independent AC power supply for
equipment operation. In addition the customer should supply an electric generator to
supply standby AC power. The installation of the AC distribution panel, the battery
sets, and the generator shall meet requirements of the customer’s related
specifications.
	 
	2.8	 	Anti-Shock Measures
	 
	 	 	The following measures should be taken for the CDMA2000 equipment to resist earthquake
effects under the eighth grade.
	 
	 	 	The CDMA2000 equipment racks are made of an advanced aluminum alloy, which are light and
sturdy. When the circuit boards are plugged into the rack, a locking device is engaged.
Therefore, all of the equipment can be shipped with the boards plugged in to guard
against any possible shock.
	 
	 	 	The racks are fixed onto the ground with bolts.

	 
	3 	 	Environmental requirements for outdoor CBTS3606AE

	 
	3.1 	 	Requirements for the climate





	 	 	 	 
	 	Item

	 	Range
	 	Temperature

	 	Heat-exchanged cabinet: -40°C (-104°F) to 46°C (114.8°F)
	 	Temperature change rate

	 	o 3°C (37.4°F)/min
	 	Relative humidity

	 	5% to 100%
	 	Altitude

	 	o 4 km [2.49 miles]
	 	Atmospheric pressure

	 	70 kPa to 106 kPa
	 	Solar radiation

	 	o 1120 W/m2
	 	Heat radiation

	 	o 600 W/m2
	 	Wind speed

	 	o 50 m [164.04 ft.] /s






Note:



The measurement point of the temperature and humidity is 1.5 m [4.92 ft] over the
floor and 0.4 m [1.31 ft] at the front of the cabinet. There should be no the
protection board at the front or back of the cabinet.





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	3.2	 	Installation Request
	 
	 	 	Cement Plinth for a Single BTS3606AE Cabinet
	 
	 	 	When installing a single BTS3606AE cabinet, cast a cement plinth.
	 
	 	 	Figure 1 shows the outline and dimensions of the cement plinth.
	 
	 	 	Figure 1 Outline and dimensions of the cement plinth





 





	 	 	The height of the cement plinth must meet the flood protection requirement in the local
area. The cement plinth should be at least 100 mm [3.94 in.] higher than the ground
surface. This helps protect the cabinet against water penetration in the case of heavy
rain or flood and ensures that the snow does not cover the air inlet at the lowest part
of the cabinet in the case of heavy snow.
	 
	 	 	After the plinth is cast, use a level bar to measure the level and planeness of the
plinth. Ensure that the level error of the plinth and the planeness error of the upper
plane are not more than 5 mm [0.20 in.].
	 
	 	 	Cement Plinth for a BTS3606AE Cabinet and a Battery Cabinet
	 
	 	 	When a BTS3606AE cabinet is configured with a battery cabinet, cast a cement plinth.
	 
	 	 	Figure 2 shows the outline and dimensions of the cement plinth.
	 
	 	 	Figure 2 Outline and dimensions of the cement plinth for the BTS3606AE cabinet and
battery cabinet





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EXHIBIT L                    ENVIRONMENTAL REQUIRMENTS




 





	 	 	The requirements for the thickness, level, and planeness of the plinth are the same as
those for the installation of a single BTS3606AE cabinet.
	 
	 	 	Cement Plinth for a Battery Cabinet in System Expansion
	 
	 	 	The BTS3606AE cabinet is installed. When a battery cabinet is required for system
expansion, enlarge the cement plinth to the dimensions, as shown in Figure 2. The
requirements for the thickness, level, and planeness of the plinth are the same as those
for the installation of a single BTS3606AE cabinet.
	 
	3.3	 	Power Supply System of DC Cabinet





          This section describes the requirements for the power supply of DC cabinets (–48 V DC
input).





	3.3.1	 	Input Power Supply





     When –48 V power supply is used, the following requirements must be met:



     Voltage range: –40 V DC to +60 V DC



     Regulated voltage precision: If AC input voltage ranges from 85% to 110% of the
nominal voltage and the load current from 5% to 100% of the nominal current, the output voltage of
the rectifier stays at a value in the range of –46.0 V to –56.4 V. The regulated voltage precision
is equal to or less than 1%.



     On/off overshoot magnitude: less than 5% over or below the rectified DC output
voltage.



     Peak to peak noise voltage is no more than 200 mV.



     Dynamic response: The restore time is shorter than 200 ms. The overshoot value is
less than 5% over or below the rectified DC output voltage.



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	3.3.2	 	Requirements for DC Power Supply




The DC power supply is –48 V DC.



The power supply system consists of the PSU, power distribution unit, lightning protection unit,
and monitoring unit. The PSU needs –48 V DC input and outputs +24 V DC.



The requirements for the DC power supply system are as follows:




      The capacity of DC power supply system must be higher than the maximum dynamic load
and static load.



      Place the power supply equipment close to communications equipment to make the DC
feeder line short. The voltage drop of the loop between the port on battery and the port on
equipment must be less than 3.2 V.


This design reduces power consumption and installation cost.




      If the exchange has a large capacity or more than two switching systems exist,
provide them with independent power supply systems.



      For a large-capacity communication center, provide each floor or each equipment
room with independent power supply systems.



      For common exchanges, use a centralized power supply system with a power room and
battery compartment, or use a distributed power supply system.



      For small-capacity exchanges, use an integrated power supply system.


Be cautious of corrosive gas given off by batteries in the power supply room. The gas may damage
circuit boards.




      It is better to use the distributed power supply with multiple power supply systems
and power devices.



      The output voltage of the DC power supply systems must be within the required
output range.



      To enhance the reliability of the power supply system, you can enhance the
reliability of the AC power supply system, and at the same time reduce the capacity of the storage
battery.


For small-capacity exchanges that are hard to improve the reliability, you may enhance the battery
capacity.




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	3.3.3	 	High Frequency Switch Rectifier




The capacity of the high frequency on/off rectifier must meet the needs of communication load power
and battery charging power.



If the number of active rectifiers is less than 10, use one standby rectifier. If the number is
over 10, use one standby rectifier for every 10 active ones.





	3.4	 	Power Supply System of AC Cabinet




This section describes the requirements for the power supply of AC cabinets (110 V AC/220 V AC
input).





	3.4.1	 	Input Power Supply




The AC cabinet should use mains as the AC power input. The requirements for the AC input voltage
are as follows:




        Voltage range



                 Single-phase/Three-phase: 176 V AC to 300 V AC




                 Double-phase: 90 V AC to 176 V AC




        Power frequency: 47 Hz to 63 Hz



        Line voltage wave distortion rate: less than 5%




	3.4.2	 	Requirements for AC Power Supply




The requirements for the AC power supply system are as follows:  




      The electricity network used for the AC power supply system should be reliable.



      The AC power capacity should withstand the working current and faulty current. Each
equipment should be equipped with an independent AC power protection device. The current of the
protection switch of the up-stream equipment should be greater than that of the down-stream
equipment.



      If the stability of the voltage is poor, use voltage adjusting or stabilizing
device to control the voltage according to the range requirements listed below:



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	Power Supply Mode

	 	Voltage Range
	 
	 	 
	Direct mains mode

	 	The power supply voltage should not exceed the rated
voltage by +5% or –10% and should not exceed the range
allowed by the communication equipment. 




Otherwise, the power supply voltage must be adjusted.
	 
	 	 
	Indirect mains mode

	 	The power supply voltage should not exceed the rated
voltage by +10% or –15% and should not exceed the
range allowed by the DC power equipment.



Otherwise, the power supply voltage must be adjusted.
	 
	 	 






      To avoid interruption of communication, use the UPS power supply system or
inverter.



      To protect key communication load and power load in mains exception, generator
groups should be ready on site, with the capacity no smaller than the 1.5–2 times of the total
capacity of the equipment using continuous AC power.



      The ranges related to the AC voltage are listed below:



	 	 	 
	Input Voltage

	 	90% to 110% of the nominal voltage
	 
	 	 
	Power Frequency

	 	98% to 102% of the nominal power frequency
	 
	 	 
	Voltage Distortion

	 	The total harmonic wave component should be no greater
than 10%.
	 
	 	 







	4	 	Environment Requirement For Isite BTS/ ODU3601CE
	 
	4.1	 	Operation Environment Requirements
	 
	4.1.1	 	Operation Environment




This section describes the climatic, waterproof, biological, air purity, and mechanical stress
requirements for equipment operation.



Climate Environment




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the climatic requirements for equipment operation listed below:



Requirements for temperature and humidity in operation environment




	 	 	 
	Temperature	 	Relative Humidity
	–40 oC to +52 oC [–40oF to +125.6oF]
	 	5%–100%





Note:



The values are measured 2 m above the floor and 0.4 m in front of the
equipment, without protective panels in front of or behind the cabinet.



 


Requirements for other climatic factors in operation environment




	 	 		 
	 	Item

		Range
	 	Altitude

		<= 4000 m
	 	Air pressure

		70 kPa–106 kPa
	 	Temperature change rate

		<= 5 oC /min
	 	Solar radiation

		<= 1,120 W/m 2
	 	Rain

		<= 12.5 L/min ±0.625 L/min (IPX5)
	 	Wind speed

		<= 50 m/s
	 	 
		 





Biological Requirements



Ensure that the place for equipment storage is free of:




           Fungus or mildew



           Rodents such as rats


Air Purity Requirements



The air should be free from explosive, conductive, magnetic conductive or corrosive dust.



The density of physically active materials must comply with the requirements listed below





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Requirements for physically active materials in operation environment




	 	 	 	 	 
	Physically Active Material	 	Unit	 	Density
	Suspending dust
	 	mg/m3	 	<= 5
	Falling dust
	 	mg/m2.h	 	<= 20
	Sands
	 	mg/m3	 	<= 300





Note:



Suspending dust: diameter  <= 75 lm



Falling dust: 75 lm <= diameter <= 150 lm



Sands: 150 lm <= diameter <= 1,000 lm




 


The density of chemically active materials must comply with the requirements listed below:



	Requirements for chemically active materials in operation environment





	 	 	 	 	 
	Chemically Active Material	 	Unit	 	Density
	SO2
	 	mg/m3	 	<= 0.30
	H2S
	 	mg/m3	 	<= 0.10
	NH3
	 	mg/m3	 	<= 1.00
	Cl2
	 	mg/m3	 	<= 0.10
	HCl
	 	mg/m3	 	<= 0.10
	HF
	 	mg/m3	 	<= 0.01
	O3
	 	mg/m3	 	<= 0.05
	NO2
	 	mg/m3	 	<= 0.5
	 
	 	 	 	 





Mechanical Stress Requirements



Requirements for mechanical stress in operation environment



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	Item	 	Sub-item	 	Range	 	 
	Sinusoidal vibration
	 	Offset	 	<= 3.5 mm	 	—
	 
	 	Accelerated speed	 	—	 	<= 10.0 m/s2
	 
	 	Frequency range	 	2 Hz–9 Hz	 	9 Hz–200 Hz
	Unsteady impact
	 	Impact response spectrum II	 	<= 100 m/s2	 	 
	 
	 	Static payload	 	0	 	 





Note:



Impact response spectrum: The maximum acceleration response curve generated by the
equipment under specified impact excitation. Impact response spectrum II means that
the duration of semi-sine impact response spectrum is 6 ms.



Static payload: The capability of the equipment in package to bear the pressure from
the top in normal pile-up method.





	4.2	 	Installation Requirement






     The following table lists the checklist of the installation environment
applicable to iSite installed outdoor.




Checklist of the installation environment (for iSite/ODU installed outdoor)



	 	 	 	 	 
	No.	 	Item	 	Requirement
	1

	 	Site selection
	 	•    The site shall not be full of dust and harmful
gases or be subject to a high temperature, flammable
materials, explosive materials, electromagnetic
interference (large-sized radar station, radio
transmitting station, electric substation), or instable
voltage.

	 
	 	 	 	 
	 

	 	 	 	•    The site shall not be subject to frequent heavy
quakes or strong noises and far away from all kinds of
pollution resources.

	 
	 	 	 	 
	 

	 	 	 	•    During engineering planning, you shall select a
site suitable for outdoor communications equipment by
taking into such factors as hydrology, geology,
earthquake, electric power, and transportation.

	 
	 	 	 	 
	 

	 	 	 	•    It is advised not to install a BTS in a place
close to the seaside. The distance from the seaside shall
be greater than 500 m. The intake of the cabinet shall be
opposite to the wind from the sea.







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	No.	 	Item	 	Requirement
	2

	 	Site construction
	 	•    In the single pole installation mode, we need
install three equipment with the same level. The angel
between two equipment is around 120 °

	 
	 	 	 	 
	3

	 	Environment
	 	The temperature and humidity specified requirment see
above description.

	 
	 	 	 	 
	4

	 	Grounding resistance
	 	•    The working ground and protection ground of all
the communications devices inside the site shall work in
the mode of joint grounding. That is to say, the working
ground and protection ground shall share the same ground
counterpoise. All the communications equipment and
corresponding auxiliary equipment (mobile BTSs,
transmission devices and power supply units) in the same
communications site shall be well grounded and connected
to the same grounding bus bar.

	 
	 	 	 	 
	 

	 	 	 	•    The grounding resistance shall be smaller than 5
W. For the regions where the thunderstorm days are
smaller than 20, the resistance can be smaller than 10
W.

	 
	 	 	 	 
	 

	 	 	 	•    The upper end of the grounding conductor shall be
at least 0.7 m above the ground. In the frigid climate,
the grounding conductor shall be buried under the frozen
soil.

	 
	 	 	 	 
	5

	 	Grounding inlead
	 	The grounding inlead shall be no more than 30 m long. You
shall select the galvanized steel flat with the cross
sectional area of either 40 mm × 4 mm or 50 mm × 5 mm.







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	No.	 	Item	 	Requirement
	6

	 	AC voltage
	 	•    The AC voltage of the equipment room is kept
between 90 V AC and 135 V AC (the rated frequency should
be between 47 Hz and 63 Hz). The AC power distribution
switches and the AC power cables are installed in
position.

	 
	 	 	 	 
	 

	 	 	 	•    When the stability of the voltage does not meet
the requirements, you shall take necessary measures either
by using a voltage regulator or voltage stabilizer.

	 
	 	 	 	 
	 

	 	 	 	•    If the power protection device is installed before
the power interface box, the specifications of its through
current shall be greater than or equal to those of the MCB
inside the power interface box.

	 
	 	 	 	 
	 

	 	 	 	•    You shall not install the creepage protection
device to the power protection device installed before the
power interface box.

	 
	 	 	 	 
	7

	 	AC grounding
	 	The AC power supply system shall have its independent AC
safety ground.

	 
	 	 	 	 
	8

	 	Lightning protection
	 	•    The AC lightning protection box shall be installed
to the AC power supply system of the equipment room. The
cross sectional area of the grounding cable of the box
shall be greater than 25 mm2. The cable shall shorter than
30 m.

	 
	 	 	 	 
	 

	 	 	 	•    In plains, the protection angle of the antenna
shall be smaller than 45°. In mountainous regions or
regions where thunders frequently occur, the angle shall
be smaller than 30°.

	 
	 	 	 	 
	9

	 	Trunk cable
	 	Do not route the trunk cables overhead outdoors. If you
have to, you shall use double-shielded or metal-shielded
cables. The outer shielding layer or the metal shielding
of the cable shall be connected to the protection
grounding bar of the equipment room.

	 
	 	 	 	 
	10

	 	Transmission system
	 	The Transmission equipment working temperature should
reach 149 °F.







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	No.	 	Item	 	Requirement
	11

	 	Antenna and feeder system	 	•    The stands of the antenna are installed as
required.

	 
	 	 	 	 
	 

	 	 
	 	•    The lightning arrester of the antenna and feeder
system is installed as required and is well grounded.







     2. Steel pole and requirement




	 	(1)	 	The length of pole should be 10m at least, with diameter of
190mm at least, its performance should be meet the requirement.
	 
	 	(2)	 	The top of steel pole should be blocked up, mainly to
prevent from water after iSite/ODU is to run.
	 
	 	(3)	 	The buried length must be calculated by capsizing, the
minimum buried length is listed as table below:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Height of pole(m)

	 	 	8.0	 	 	 	9.0	 	 	 	10.0	 	 	 	11.0	 	 	 	12.0	 	 	 	13.0	 	 	 	15.0	 	 	 	18.0	 
	Buried length(m)

	 	 	1.5	 	 	 	1.6	 	 	 	1.7	 	 	 	1.8	 	 	 	1.9	 	 	 	2.0	 	 	 	2.3	 	 	 	2.6~«3.0	 







	 	(4)	 	Special handling required when it erected at places where
there exists soft soil, drift sand or solid rocks.
	 
	 	(5)	 	The pole hole of common ground must be paved underpan in cement , with
dimension of 80×80×210cm.
	 
	 	(6)	 	For iSite/ODU installing on bad ground, which is necessary
to span 4 cables in two side, the rate of distance height should be 1:1, and
buried height should meet the requirement; if it is installed on the slope,
the height of hole should be calculated from the lowest side of slope;
	 
	 	(7)	 	vertical angle of pole should be 2/1000 of height of pole
at most.
	 
	 	(8)	 	Earthquake resistance: One grade above the local breaking
strength.
	 
	 	(9)	 	Wind load: Peak wind speed (km/h or m/s) 10 meters above
the ground in a decade.





     3. Antenna pole



     The antennas for iSite/ODU are completely the same as those for a macro BTS, so are
the installation requirements. Different antenna poles should be



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EXHIBIT L                    ENVIRONMENTAL REQUIRMENTS



selected for different types of antennas.




     The omni antenna is usually a mono-polarization one. The diversity spacing should
be greater than 4 meters and the arm of the antenna pole should be greater than 1 meter.
The length of the antenna pole is required to be greater than 1000mm. The diameter is
required to be 60mm ~ 110mm. The antenna pole is usually made of a ô75mm round steel.
Since the omni antenna is comparatively long (3 meters), the antenna pole must not be
installed at the very top of the anchor tower so as to keep the top of the antenna
within the protection angle of the lightning arrestor.








Figure 1-9 omni antenna and directional antenna




     For the dual polarization directional antenna, the pole length depends on the
antenna length. In a wide coverage, a long high-gain antenna is usually used, so the
antenna pole is recommended to be greater than 3 meters long. The diameter is required
to be 60mm ~ 110mm. The round steel with a diameter of 75mm is usually selected. For the
dual polarization antenna, there is no diversity spacing between two antenna, so it is
unnecessary to use arm to protrude the antenna out of the tower.



     For the mono polarization antenna, it is necessary to use arms to protrude the
antenna out of the tower so that the diversity spacing between two antennas in the same
sector could be greater than 4 meters. at the steel tower ,should install antenna cable
rack for fixup anternna cable , the width of cable rack is 200mm at least.



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200mm at least.




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EXHIBIT M




SYSTEM CAPACITY & PERFORMANCE REQUIREMENTS

FOR

HUAWEI



In the event of any conflict or inconsistency between the terms of the Amended and Restated System
Equipment Purchase Agreement and this exhibit, such conflict or inconsistency shall be resolved by
giving precedence to the Agreement.




Introduction



This exhibit describes the capacity and performance requirements of the wireless communications
systems, and equipment to be purchased from the Vendor. The definition for the “System” is
provided in Section 1 of the System Equipment Purchase Agreement (SEPA). The systems, equipment
and applications included in the “System” are listed in sections 1 of this exhibit. The purchaser
has included in this exhibit only a few selected capacity and performance parameters that it deems
to be critical to its business objectives. It in general understands that the vendor will stand
behind its products according to technical specifications and assumptions provided to the purchaser
at the time of this agreement. Please note that the exhibit will be updated under mutual agreement
from time to time to reflect the systems and equipment, including their capacity and performance
changes, desire to be purchased by Cricket and its Affiliates from the Vendor.




1 System Summary



The following a high level list of systems, equipment and applications as supplied by the Vendor:




	 	 	 	 	 	 	 
	System
	 	Core Network	 	Radio Access	 	Others
	1xRTT
	 	MSC Server	 	BSC (1X/1xEV-DO)	 	 
	1xEV-DO Rev. A
	 	Media Gateway	 	BTS (dual band PCS/AWS)	 	 
	 
	 	 	 	 	 	 
	 
	 	TrFO/RTO	 	Backhaul Enhancement/IP over T1	 	 
	 
	 	Open IOS Interface	 	REMOTE BSC/MGW Support	 	 
	 
	 	IOS v5.0.1 Packet Interface	 	ODU remote RF module	 	 
	 
	 	 	 	EVRC-B/4GV-NB Vocoder	 	 






 









 






2 Capacity & Performance Requirements



Vendor warrants that the supplied System shall provide the capacity, performance and functionality
for the supplied nodes and components in the following sections.



All system capacity and performance is based on such assumptions for Cricket traffic usage:




	 	 	 
	Assumption Parameter	 	Value
	Average busy hour mobile traffic
	 	0.075 Erl
	Average mobile call duration
	 	120s
	Average busy hour trunk traffic
	 	0.8 Erl
	Average busy signaling traffic
	 	0.2Erl /64k

0.1Erl/ 1.5M
	Voice activaty rate
	 	0.4
	Average trunk call duration
	 	120s
	CPU usage
	 	80%
	Trunk blocking rate
	 	1%
	Air interface blocking rate
	 	2%
	Ratio of # of SMS subs to # of total subs
	 	80%
	Ratio of # of VMS subs to # of total subs
	 	90%
	Soft handoff rate (Primary Erlang/ Wash Code Erlang)
	 	50%






2.1 Switching Network




2.1.1 MSCe Capacity




	 	 	 	 	 	 	 
	MSCe Capacity (Maximum)	 	 	 	 
	Description

	 	Traffic Intensity
	 	BHCA
	 	Subscribers
	MSCe

	 	135k Erlangs @ 120 

sec. AHT
(Note 1)
	 	4800k BHCA (Note 2)
	 	1.69 M (Note 3)





Note 1: Cricket’s subscriber average call hold time (AHT) is in the range of 120 — 180 sec for
voice traffic. Please configure switch capacity with Cricket subscriber traffic profile — 120
seconds AHT and 75 mE per subscriber. The trunk grade of service shall be designed with 1%
blocking with Erlang B table.




 









 







Note 2: The Busy Hour Call Attempt (BHCA) figure is not only voice processing capacity but
comprehensive service processing capacity, which includes voice, paging, registration, intelligent
network services, SMS, VMS, etc. Pure voice BHCA capability is 3380k under the specified traffic
model.



Note 3: The supported subscriber capacity would be dependent on the subscriber traffic model.
Other limits such as Erlang and BHCA may take precedence. The capacity is based on basic voice
service with additional 80% SMS penetration, and 90% VMS penetration. The capacity is subject to
reduction with more optional services deployed.



Note4: MSCe here mentioned is functioned as a visited MSC. With dual homing configuration, each
MSCe has to satisfy the capacity of all the MGWs connected.




2.1.2 MGW Capacity




	 	 	 	 	 	 	 
	MGW Capacity
	 	 	 	 	 	 
	Description

	 	Traffic Intensity
	 	BHCA
	 	Subscribers
	MGW

	 	76K Erlangs @ 120 sec. 

AHT
(note 1)
	 	2700k BHCA (note 2)
	 	1.01 M (note 3)





Note 1: Cricket’s subscriber average call hold time (AHT) is in the range of 120 — 180 sec for
voice traffic. Erlang per subscriber is 75mE/sub. The switch Erlang capacity shall be configured
with the Cricket subscriber traffic profile. The trunk grade of service shall be designed with 1%
blocking with Erlang B table.



Note 2: The Busy Hour Call Attempt (BHCA) figure is the maximum voice call processing capacity.



Note 3: The supported subscriber capacity would be dependent on the subscriber traffic model.
Other limits such as Erlang and BHCA may take precedence.




2.1.3 Number of T1’s Supported




	 	 	 	 	 
	MGW — # of T1’s	 	 
	Description

	 	# of T1 links
	 	# of FE
	MGW

	 	4000 
	 	112 






2.1.4 Number of MGWs Supported



The maximum number of MGWs supported by the MSCe is as follows:






 









 








	 	 	 	 	 
	MSC — # of MGWs
	 	 	 	 
	Description

	 	# of MGWs	 	 
	MSCe

	 	300 (note )	 	 





Note: MSCe can be connected to up to 300 MGWs logically within MSCe’s capacity..




2.1.5 Number of BSCs Supported



A) The maximum number of BSCs supported by the MSCe is as follows:




	 	 	 	 	 
	MSCe — # of BSCs
	 	 	 	 
	Description

	 	# of BSCs	 	 
	MSCe

	 	64 (note )	 	 





Note: MSCe can be connected to up to 64 BSCs logically within MSCe’s capacity




B) The maximum number of BSCs supported by the MGW is as follows:




	 	 	 	 	 
	MGW — # of BSCs
	 	 	 	 
	Description

	 	# of BSCs	 	 
	MGW

	 	64 (note )	 	 





Note: MGW can be connected to up to 64 BSCs logically within MSCe’s capacity.




2.1.6 Switching Network Capacity Growth



Supporting high voice call processing capacity is a high priority for Cricket. It is required that
the Vendor to upgrade the MSC/MGW voice call handling capacity as follows for years 2008 — 2010:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSCe — Capacity Growth	 	 	 	 
	 

	 	 	2008	 	 	 	2009	 	 	 	2010	 
	BHCA

	 	 	4800K	 	 	Note 1
	 	Note 1

	Erlang

	 	 	135K	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	MGW — Capacity Growth	 	 	 	 
	 

	 	 	2008	 	 	 	2009	 	 	 	2010	 
	BHCA

	 	 	2700k	 	 	Note 1
	 	Note 1

	Erlang

	 	 	76K	 	 	 	 	 	 	 	 	 






 









 






All the capacity is based on 120s AHT for voice traffic.



The Busy Hour Call Attempt (BHCA) figure is not only voice processing capacity but comprehensive
service processing capacity, which includes voice, paging, registration, intelligent network
services, SMS, VMS, etc. Pure voice BHCA capability is 70% of which under the specified traffic
model.



Note 1: There is no capacity increase beyond 2008.




2.2 Core Network Reliability



The core network system shall meet the reliability and availability objective of 99.999%, which
translate to unscheduled downtime of 5.25 minutes per year.



In the case of MSCe pair of Dual Homing Configuration in load sharing mode, the failure-over time
from one MSCe to MSCe shall be no more than 10 minutes.




2.3 BSC (1X & 1xEV-DO)



The Vendor’s BSC shall support both 1xRTT and 1xEV-DO services in U.S. PCS and AWS spectrum.




2.3.1 BSC Capacity




	 	 	 	 	 
	BSC Capacity (1X traffic)	 	 
	Description

	 	Traffic Intensity
	 	BHCA
	BSC

	 	50k Erlangs @ 120 sec. AHT (note 1)
	 	7,800,000 BHCA (note 2)





Note 1: Cricket’s subscriber average call hold time (AHT) is in the range of 120 -180 sec for voice
traffic. Please configure BSC capacity with Cricket subscriber traffic profile — 120 seconds AHT
and 75 mE per subscriber. The capacity is based on basic voice service with additional 30% SMS
penetration, and 90% VMS penetration. The capacity is subject to reduction upon more optional
services deployed.



Note 2: The Busy Hour Call Attempt (BHCA) figure is not voice processing capacity but comprehensive
service processing capacity, which includes voice, paging, registration, SMS, etc.




2.3.2 BSC Capacity for 1xEV-DO




	 	 	 	 	 	 	 	 	 
	BSC Capacity for 1xEV-DO Only	 	 	 	 
	Description

	 	Total FL Throughput
	 	RL Throughput
	 	# of UATI Sessions
	 	# of Active Connections
	BSC

	 	3,000 Mbps (Note 1, 2)
	 	See Note 2
	 	630k
	 	60k






 









 





Note 1: The throughput figure is based on the traffic model as provided by vendor for Cricket
traffic usage.



Note 2: Total throughput listed. The maximum throughput in Huawei system is 3,000 Mbps including
FL and RL.




2.3.3 Number of BTS’s Supported



The maximum number of BTS’s supported by the BSC is as follows:




	 	 	 	 	 
	BSC — # of BTS’s
	 	 	 	 
	Description

	 	# of BTS’s
	 	# of BTS’s (EV-DO)
	BSC

	 	2000 3-sector BTS’s (or 6000
sector-carrier) (note 1)
	 	6000 sector-carrier

(note 1)





Note 1: The supported number of BTS’s would be subjected to capacity limits.



The maximum sector carrier number in mixed configured 1X and EVDO BSC is 6,000.




2.4 Sector Airlink Capacity




	 	 	 	 	 
	Embedded Sector Erlang Capacity	 	 
	Description

	 	EVRC
	 	EVRC-B/4GV-NB
	 

	 	Average Power per Primary Erlang not to
exceed 33% of Pilot Power
	 	See 2.3.1 below.
	 

	 	Average power per Primary Erlang: 0.61 W	 	 






Assumptions:





	 	-	 	Measured power for calculation to not include Overhead Channel Power
	 
	 	-	 	FER Set Point not to exceed 2%
	 
	 	-	 	2% air interface soft blocking
	 
	 	-	 	70% air interface capacity
	 
	 	-	 	50% SHO
	 
	 	-	 	Overhead channel power account to 33%.
	 
	 	-	 	20 watt transmitting power per sector carrier.





Instructions:




 









 









	 	-	 	Calculate Average Power Per Primary Erlang at the following intervals after commercial
launch to ensure compliance:






	 	o	 	60 Days
	 
	 	o	 	180 Days






Note: There is no power difference due to Huawei self developed Automatic Power Calibration;
which keeps transmitting power at the same level all the time.



2.4.1 Support for EVRC-B/4GV-NB Vocoder



Vendor will commit to develop 4GV-NB/EVRC-B feature complied to 3GPP2 standard. Based on
QUALCOMM’s labs simulation result, the airlink voice capacity improvement is between 31% to 38% on
the
forward link, and 23% to 24% on the reverse link with approximately 50% voice activity rate in mode
(COP-4). But the actual improvement requires more verification based on Huawei implementation.
Huawei commits to provide competitive 4GV-NB capacity and performance as other vendors can with
same operation mode. Huawei’s 4GV-NB trial system will be available Q4, 2007.



Please note that all of Owner’s AWS mobiles will support QLIC (Quasi-Linear Interference
Cancellation) scheme for Pilot Interference Cancellation. There would be additional capacity
enhancement beyond the capacity increase due to EVRC-B/4GV-NB vocoder. Below are notes from
QCT/CDG on the improvements to be gained through QLIC on top of those gains achieved through the
use of EVRC-B. QLIC improvement will be factored into the owner’s RF capacity improvement
requirement for 4GV-NB vocoder.




	 	 	 
	Interference Cancellation

	 	§     FL Pilot, Overhead and Traffic channels interference cancellation
	 
	 	 
	 

	 	§     25% FL capacity improvement
	 
	 	 
	 

	 	§     1.9dB link improvement in highly loaded networks






2.5 Channel Card



All Vendor supplied BTS shall be capable to support channel card(s) using the QUALCOMM CSM6700
chipset for CDMA 1X.




2.6 Optical Distribution Unit (ODU)



Each BTS system can support up to three (3) ODU Daisy Chains.



A total of eight (8) direct ODUs can be supported per BTS.



The ODU system shall support both 1xRTT and 1xEV-DO.





 









 







The maximum one-way time delay tolerated by the ODU is 0.3 ms with no degradation in performance
and capacity. The distance tolerance with optical link is within 30 kilometers.



The ODU system shall support the AFLT function as required by the Owner and its related entity to
support E911 Phase 0, 1 and 2. Specifically, for E911 Phase 2, the accuracy for 67% of the calls
must fall within 50 meters and 95% of the calls must fall within 150 meters. Additionally, the joint confidence
interval of the calls must be greater that 90%.




2.6.1 BTS/ODU Operating Environment




	 	 	 	 	 
	BTS Climate Requirement	 	 
	Description

	 	Ambient Temperature
	 	Relative Humidity
	BTS

	 	Heat-exchanged cabinet: -40°C
to +52°C [-40°F to 125.6°F]
	 	5% to 100%
	ODU

	 	-40°C to +52°C [-40°F to +125.6°F]
	 	5% to 100%






2.7 IP Network Tolerance



There shall be no degradation of capacity and network quality when the IP backbone network used for
BSS connectivity is within the following:




	 	 	 	 	 	 	 
	IP Backbone Capacity and Quality Tolerance	 	 
	Description

	 	Time Delay (one-way)
	 	PER
	 	Jitter
	BSC-MGW

	 	<100ms
	 	<1%
	 	<20ms
	BSC-BTS

	 	< 250ms
	 	<1%
	 	< 25 ms





Note: the transmission requirement above is for voice service. Other service like Circuit Data
Service requires better transmission.




2.8 Backhaul Enhancement



The number of voice channels per T1/DS-1 link using Abis Transmission Efficiency Enhancement is:




	 	 	 
	IP over T1 - # of Voice Channels
	Description

	 	# of VCs
	Per T1 (1.544 Mbps)

	 	160 per T1 (note 1)






 









 





Note 1: Abis Transmission Efficiency Enhancement using IP will be able to support the above voice
channel capacity as long as the IP backbone network quality tolerance is met (see table in section
2.5).



160 traffic channels per T1 is the max capability. More reasonable capacity is 130 Channels per T1
in commercial network design.



Abis Transmission Efficiency Enhancement shall not degrade the voice quality of 1xRTT and 1xEV-DO
services. It shall allow backhaul sharing for 1X/1xEV-DO traffic with higher priority for 1X voice
traffic.



1X/1X EV-DO backhaul sharing over a single T1 shall have no more than 10% or similar efficiency
loss. 1X/1X EV-DO backhaul sharing over multiple T1s shall have no more than 10% or similar
efficiency loss.




2.9 Routers



The vendor provides Ethernet TCP/IP router functionality within the respective BSS subsystems.
There will be no need for site aggregate router for BTS to BSC connectivity. There may be site
router requirement for owner’s data transmission network.




2.10 Transcoder Free Operations



The key benefits of the TrFO and RTO features are:





	 	-	 	Improve voice quality by reducing unnecessary transcoding stages between 2 telecommunication points
	 
	 	-	 	Cost reduction in vocoder resources with placement of vocoders in MGW
	 
	 	-	 	Transmission cost savings with compressed voice packets instead of full frame PCM




The Vendor must provide reasonable evidence that these main benefits are realized in the Vendor
supplied markets. The cost saving benefit should be in proportion to Cricket’s mobile-to-mobile,
land-to-mobile and mobile-to-land traffic ratio. TrFO/RTO shall not degrade the voice quality of
1xRTT and 1xEV-DO services.




2.11 Open IOS Interface



The Vendor shall support open IOS interoperability with 3rd party systems according to
the following 3GPP2/TIA standards:IOS 4.3 A1/A2 interface and IOS 5.0.1 A1p/A2p packet interface.
More detail IOS specifications are listed below:




	 	 	 	 	 
	A.S0011-C v2.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 1 Overview (IOS v5.0.1)
	 	IOS v5.0.1
	 
	 	 	 	 
	A.S0012-C v2.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 2 Transport (IOS v5.0.1)
	 	IOS v5.0.1






 









 






	 	 	 	 	 
	A.S0013-C v2.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 3 Features (IOS v5.0.1)
	 	IOS v5.0.1
	 
	 	 	 	 
	A.S0014-C v2.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 4 (A1, A1p, A2, and A5 Interfaces) (IOS v5.0.1)
	 	IOS v5.0.1
	 
	 	 	 	 
	A.S0011-A v1.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 1 Overview
	 	IOS 4.3
	 
	 	 	 	 
	A.S0011-A v2.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 1 Overview
	 	IOS 4.3
	 
	 	 	 	 
	A.S0011-A v2.0.1

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 1 Overview
	 	IOS 4.3
	 
	 	 	 	 
	A.S0011-B v1.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 1 Overview
	 	IOS 4.3.1
	 
	 	 	 	 
	A.S0012-A v1.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 2 Transport
	 	IOS 4.3
	 
	 	 	 	 
	A.S0012-A v2.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 2 Transport
	 	IOS 4.3
	 
	 	 	 	 
	A.S0012-A v2.0.1

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 2 Transport
	 	IOS 4.3
	 
	 	 	 	 
	A.S0012-B v1.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 2 Transport
	 	IOS 4.3.1
	 
	 	 	 	 
	A.S0013-A v1.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 3 Features
	 	IOS 4.3
	 
	 	 	 	 
	A.S0013-A v2.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 3 Features
	 	IOS 4.3
	 
	 	 	 	 
	A.S0013-A v2.0.1

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 3 Features
	 	IOS 4.3
	 
	 	 	 	 
	A.S0013-B v1.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 3 Features
	 	IOS 4.3.1
	 
	 	 	 	 
	A.S0014-A v1.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 4 (A1, A2 and A5 Interfaces)
	 	IOS 4.3
	 
	 	 	 	 
	A.S0014-A v2.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 4 (A1, A2 and A5 Interfaces)
	 	IOS 4.3
	 
	 	 	 	 
	A.S0014-A v2.0.1

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 4 (A1, A2 and A5 Interfaces)
	 	IOS 4.3
	 
	 	 	 	 
	A.S0014-B v1.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 4 (A1, A2, and A5 Interfaces)
	 	IOS 4.3.1
	 
	 	 	 	 
	A.S0015-A v1.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 5 (A3 and A7 Interfaces)
	 	IOS 4.3
	 
	 	 	 	 
	A.S0015-A v2.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 5 (A3 and A7 Interfaces)
	 	IOS 4.3






 









 






	 	 	 	 	 
	A.S0015-A v2.0.1

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 5 (A3 and A7 Interfaces)
	 	IOS 4.3
	 
	 	 	 	 
	A.S0015-B v1.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 5 (A3 and A7 Interfaces)
	 	IOS 4.3.1
	 
	 	 	 	 
	A.S0016-A v1.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 6 (A8 and A9 Interfaces)
	 	IOS 4.3
	 
	 	 	 	 
	A.S0016-A v2.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 6 (A8 and A9 Interfaces)
	 	IOS 4.3
	 
	 	 	 	 
	A.S0016-A v2.0.1

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 6 (A8 and A9 Interfaces)
	 	IOS 4.3
	 
	 	 	 	 
	A.S0016-B v1.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 6 (A8 and A9 Interfaces)
	 	IOS 4.3.1
	 
	 	 	 	 
	A.S0017-A v1.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 7 (A10 and A11 Interfaces)
	 	IOS 4.3
	 
	 	 	 	 
	A.S0017-A v2.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 7 (A10 and A11 Interfaces)
	 	IOS 4.3
	 
	 	 	 	 
	A.S0017-A v2.0.1

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 7 (A10 and A11 Interfaces)
	 	IOS 4.3
	 
	 	 	 	 
	A.S0017-B v1.0

	 	Interoperability Specification (IOS) for cdma2000 Access Network Interfaces — Part 7 (A10 and A11 Interfaces)
	 	IOS 4.3.1
	 
	 	 	 	 
	A.S0008-0 v3.0

	 	Interoperability Specification (IOS) for High Rate Packet Data (HRPD) Access Network Interfaces
	 	TIA-878-1 pub






2.12 Regulatory Features and Functionality



The Vendor shall provide all features and functionality mandated by any U.S. regulatory authority
as applicable to the Owner’s network. Examples of regulatory requirements include, but are not
limited to, the following:



i) E911 Emergency Service. Compliance to all E911 Phase 0, 1 and 2 requirements. Reference:
http://www.fcc.gov/911/enhanced/.



ii) Wireless Priority Service (WPS) for National Security/Public Safety users. Reference:
http://wps.ncs.gov/.




 









 





EXHIBIT N




NEW TECHNOLOGY CAPACITY & PERFORMANCE REQUIREMENTS

FOR

HUAWEI



In the event of any conflict or inconsistency between the terms of the Amended and Restated System
Equipment Purchase Agreement and this exhibit, such conflict or inconsistency shall be resolved by
giving precedence to the Agreement.




Introduction



This exhibit describes the new technology capacity and performance requirements of the wireless
communications systems, and equipment to be purchased from the Vendor. The definition for “New
Technology” is provided in Section 1 of the System Equipment Purchase Agreement (SEPA). The
systems, equipment and applications included for “New Technology” are listed in sections 1 of this
exhibit. Please note that 4G technologies, IP Multimedia Subsystem (IMS) and other system
evolution topics are included in the System Evolution Commitment exhibit. The purchaser has
included in this exhibit only a few selected capacity and performance parameters that it deems to
be critical to its business objectives. It in general understands that the vendor will stand
behind its products according to technical specifications and assumptions provided to the purchaser
at the time of this agreement. Please note that the exhibit will be updated under mutual agreement
from time to time to reflect the systems and equipment, including their capacity and performance
changes, desire to be purchased by Cricket and its Affiliates from the Vendor.




1 New Technology Summary



The following a high level list of New Technology systems and equipment as supplied by the Vendor:




	 	 	 	 	 	 	 
	System	 	Core Network	 	Radio Access Network	 	Others
	1xEV-DO Rev. A
	 	Open Media Gateway

Interface
	 	Femto Cell Technology	 	 
	WiMax/TDD
	 	 	 	Smart Antenna	 	 
	 
	 	 	 	BTS for WiMax/TDD

Overlay with 1xEV-DO	 	 
	 
	 	 	 	TrFO/RTO Support for

EVRC-B/4GV-NB

Vocoder	 	 
	 
	 	 	 	1xEV-DO Rev. A QoS	 	 






 









 






2 Capacity and Performance Requirements




Vendor warrants that the supplied System shall provide the capacity, performance and functionality
for the supplied nodes and components in the following sections.



2.1 BTS Upgrade




2.1.1 WiMax/TDD Overlay




Vendor shall deliver all CDMA2000 1x EV-DO BTS’s for the A66 build out as WiMax ready. This means
that the BTS’s shall be field upgradable to support WiMax/TDD system at 2.3/2.5 GHz. The objective
is for the CDMA2000 system and the WiMax system to share antennas, feeders, power and backhaul,
with less than 0.5 dB incremental insertion loss in the RF chain. There shall be no forklift
upgrade of the deployed CDMA2000 BTS cabinet in order to accommodate this objective. In the case of
BTS3606AE this upgrade shall be accommodated by field installation of a vendor supplied WiMax kit
into the existing CDMA2000 cabinet. In the case of BTS3606A this upgrade shall be accommodated by
field installation of a vendor supplied WiMax cabinet with the two cabinets feeding off each other
for RF feeders, backhaul and power.



In the event that Owner or any Related Entity decides to deploy 1xEV-DO (PCS or AWS band) and WiMax
(IEEE 802.16e) in 2.3/2.5 GHz TDD spectrum, the Vendor will commit to support both CDMA 1xEV-DO and
WiMax/TDD in the same BTS enclosure within [***] of Owner and the Related Entities’ decision of
commercial deployment.



2.2 TrFO/RTO for EVRC-B




TrFO and RTO features shall support transcoding operation for EVRC-B/4GV-NB vocoder. The GA date
of TrFO/RFO for EVRC-B is [***].



2.3 Open Media Gateway Interface




The Vendor shall support interface 39 and XX in 3GPP2 LMSD architecture (for Softswitch and Media
Gateway). Huawei Media Gateway supports standard H.248 protocol in 39/XX interface and commits to
support Open Media Gateway Interface connecting to 3rd party Softswtich [***] after IOT protocols
is standardized in 3GPP2. Huawei Softswitch supports standard H.248 protocol in 39/XX interface and
commits to support Open Softswtich Interface connecting to 3rd party Media Gateway [***] after IOT
protocols is standardized in 3GPP2.





 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.




 









 










2.4 Femto Cell




Vendor commits to providing commercial products in [***] after Owner offers a significant business
of Femto Cell market to Vendor and the cost effective chipset of Femto Cell is general available in
industry, whichever is later.



Vendor commit to supporting the Femto Cell features complied to 3GPP2 standard and chipset
specifications. The following features or specifications can be committed if they are accepted as
part of 3GPP2 standard and doable with capable chipset:




	 	•	 	Support Geographical Power Amplifier Radiation Control to prevent radiating when not in
Owner and related entities’ licensed spectrum.
	 
	 	•	 	Provide software to setup and control PA output power.
	 
	 	•	 	Support different backhaul types including DSL, cable, Wimax, dial up connections, if
chipset is capable to deal with these backhaul types.
	 
	 	•	 	Support QoS control to guarantee quality of user experience.
	 
	 	•	 	Be able to control Femto system acquisition without CDMA standard changes. E.g.: use
of PRL to achieve access control, if chipset is capable to support this feature.
	 
	 	•	 	Control unauthorized access.
	 
	 	•	 	Support performance and capacity to allow no less than 4 simultaneous users per
technology, if chipset capable on these connection..





Note: Capacity and performance specification of Femto cell shall be negotiated between vendor and
owners, it relies on many factors, such as chipset specification, deploy scenarios, backhaul
selections, etc. Latency and bandwidth of backhaul shall be no worse than that of public land
mobile networks to guarantee the voice quality of experience by Owner. However, Femto cell network
can work under condition with more backhaul latency, provided that the end customers can tolerate
the service quality.



2.5 Smart Antenna




The Vendor shall provide Smart Antenna technology supporting 60% to 100% gain in overall voice and
data capacity. Huawei is planning to support this feature by [***] timeframe.



The technology shall be able to provide diversity and beam forming gains for both forward and
reverse links.





 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.




 









 










The hardware and software shall support four branch receive diversity for 1xEV-DO Rev. A resulting
in an additional 60% gain in reverse link throughput to help balance the forward link. It shall
provide an overall increase of 60% in paired capacity for VoIP services.



With the evolution to 1xEV-DO Rev C, the technology and radome will be able to support a mixture of
smart antennas and MIMO to maximize gains across a variety of deployment scenarios. Compared to a
system with a single antenna transmit and two diversity antennas, the Vendor’s Smart Antenna
technology would expect to see upwards of 80% improvement in best effort throughput and VoIP
capacity.



2.6 1xEV-DO Rev. A QoS




2.6.1 RADIUS Attributes




The Vendor shall provide interoperability with Owner’s AAA system for RADIUS attributes as defined
for standardized 1xEV-DO Rev. A Quality of Service (QoS) in [***].



2.6.2 Inter-User QoS




The vendor shall support the End-to-End Inter-User QoS for EV-DO Rev. A subscribers using best
effort data applications in [***].



The vendor shall provide enhancement in scheduler algorithm to support end-to-end QoS mechanism for
forward link and reverse link independently.



2.6.3 Intra-User QoS




The vendor shall support the End-to-End Intra-User per application QoS for EV-DO Rev. A subscribers
in [***].





 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.




 









 










Exhibit O



In the event of any conflict or inconsistency between the terms of the Amended and Restated System
Equipment Purchase Agreement and this exhibit, such conflict or inconsistency shall be resolved by
giving precedence to the Agreement.




Vendor System Evolution Commitment





	1.	 	Vendor commits to support Dual band (PCS & AWS) CDMA2000 BTS (in a single cabinet) and over a
common coaxial cable with less than 0.5 dB combining loss within [***] after the effective
date of new A66 SEPA.
	 
	2.	 	Vendor commits to support Dual band (PCS & AWS) switched from a single soft switch within
[***] after the effective date of new A66 SEPA.
	 
	3.	 	Vendor commits to support Dual band (PCS & AWS) BTS backhaul to a single BSC within [***]
after the effective date of new A66 SEPA.
	 
	4.	 	Vendor commits to support WiMax/FDD on PCS and AWS spectrum if Owner or any Related Entity
publicly announces to commercially launch a WiMax/FDD network and a significant business is
granted to Huawei.






	 	•	 	Commitment will include WiMax and CDMA2000 on PCS and AWS spectrum in the same
existing BTS cabinet. The existing CDMA2000 system and the WiMax/FDD system will share
the same power, backhaul and antenna feeders with a maximum of 0.5 dB additional
insertion loss. Vendor will provide the MFC price to Owner as set forth in Section 5.1
of SEPA.
	 
	 	•	 	Vendor believes that WiMax in AWS with FDD mode is one of the tasks industry is
paying more attention to. IEEE 802.16m standard which is supported considerably by
Huawei has put that consideration in priority and is planned to advance the completion
of 16m standard in [***]. Vendor is willing to discuss with Leap regarding product
availability timeframe. The timeframe Vendor supports will harmonize market demand and
standard development.






	5.	 	In the event that Owner or any Related Entity decides to deploy EVDO Rev B on PCS and AWS.
Vendor will commit to develop EV DO Rev B software upgrade version based on CSM6800 ASIC
hardware product, within [***] of the public announcement of such decision while a significant
business is granted to Huawei. Vendor will commit to develop EV DO Rev B based on CSM6850 ASIC
if requested by owner and if this solution is developed by Owners other infrastructure
vendors.






	 	•	 	Subject to general industry acceptance (including Qualcomm and deployment by at
least 1 US Tier 1 carrier (irrespective of whether or not a customer of Vendor.)






	6.	 	In the event that Owner or any Related Entity decides to deploy EVDO Rev C (UMB) on PCS and
AWS, the Vendor will commit to develop UMB with CDMA2000 and UMB in the same existing BTS
cabinet. The existing CDMA2000 system and the UMB system will share the same power, backhaul
and antenna with a maximum of 0.5 dB additional insertion loss,. The general availability of
Huawei product offering is planned to be at [***]. Time can be considered moving ahead when
Owner decides an earlier commercial deployment and a significant business is granted to Huawei.







 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.



Cricket Communications Proprietary and Confidential Information



 











 




	 	•	 	Subject to general industry acceptance (including Qualcomm and commercial
deployment by at least 1 US Tier 1 carrier (irrespective of whether or not a customer
of Vendor.)






	7.	 	In the event that Owner or any Related Entity decides to deploy LTE, the Vendor will commit
to develop LTE on AWS and PCS bands with CDMA2000 and LTE in the same existing BTS cabinet.
The existing CDMA2000 system and the LTE system will share the same power, backhaul and
antenna feeders with a maximum of 0.5 dB additional insertion loss. The general availability
time of Vendor LTE product is planned to be at [***]. The time can be considered moving ahead
when Owner decides an earlier commercial deployment and a significant business is granted to
Huawei. Vendor hopes to have another open dialogue with Owner between [***] and [***] to
further determine the GA time for LTE product in AWS and PCS bands.






	 	•	 	Subject to general industry acceptance (deployment by at least 1 US Tier 1 carrier
(irrespective of whether or not a customer of Vendor.))






	8,	 	VoIP In the event that Owner or any Related Entity decides to deploy VoIP over 1xEV-DO Rev.A,
the Vendor will commit to develop it on AWS and PCS band. The general availability time of this
feature is planned to be at [***].
	 
	9.	 	IMS, In the event that Owner or any Related Entity decides to deploy IMS architecture, the
Vendor will commit to be able to reprogram the supplied CSoft3000 MSCe and UMG8900 MGW hardware
platform to function in an IP Multimedia Subsystem (IMS) architecture with reasonable hardware
upgrade/expansion to inter-work with other IMS components. The general available date for
Softswitch to MGCF and MGW to IM-MGW will be [***].
	 
	10. 	 	FMC In the event that Owner or any Related Entity decides to deploy any FMC services, the
Vendor commit to provide solution based on IMS architecture. The general availability time of VCC
over IMS architecture is planned to be [***] after it is standardized in 3GPP2. The time can be
moving ahead when Owner decides an earlier commercial deployment and a significant business is
granted to Huawei. Vendor hopes to have another open dialogue with Owner between [***] and [***]
to further determine the GA time for FMC solutions. VCC Subject to general industry dual-mode
terminals.
	 
	11.	 	Vendor will comply to 3GPP2, 3GPP and IEEE standards requirement in supporting 3G and 4G
inter-operabilities wherever applicable. Vendor will in a timely manner develop interoperability
solutions between Owners or any Related Entity existing 3G network and Owners or any Related Entity
chosen 4G technology in compliance with standards from 3GPP, 3GPP2 and IEEE.
	 
	12,	 	Vendor will comply to 3GPP2, 3GPP and IEEE standards requirement in supporting channel
bandwidths wherever applicable, including 4G (LTE or UMB) with 1.25MHz bandwidth. Vendor commits to
making the Owner’s chosen 4G technology scalable in the infrastructure equipment from 1.25 MHz
channel bandwidth and upwards to 20 MHz channel bandwidth. As for WiMax/FDD, vendor commits to
making it scalable in the smallest increments specified by the standard.







 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.



Cricket Communications Proprietary and Confidential Information








 








EXHIBIT P

Purchasing Process



In the event of any conflict or inconsistency between the terms of the Amended and Restated System
Equipment Purchase Agreement and this exhibit, such conflict or inconsistency shall be resolved by
giving precedence to the Agreement.



Cricket Communications [Buyer] and Vendor [Supplier] agree to the following purchasing process:



Supplier agrees that no goods will be shipped or services rendered to Buyer without a valid
Purchase Order document from the Buyer.



Buyer reserves the right to refuse delivery and/or payment when goods are shipped or services are
rendered without an existing Purchase Order document being sent to Supplier.



Prior to a Purchase Order being issued by Buyer, Supplier will provide a quotation to Buyer with
the following details:





	 	•	 	Hardware items with Supplier part numbers, description, quantity, cost per item,
extended cost, applicable discounts and effective date(s).
	 
	 	•	 	Software items with Supplier part numbers, description, quantity, cost per item,
extended cost, applicable discounts and effective date(s).
	 
	 	•	 	Services with Supplier item numbers (when applicable), description, unit of measure,
cost per service, extended cost, applicable discounts and effective date(s).




All hardware and other tangible items quoted must include the Supplier part numbers that physically
appear as human readable text and bar codes on the physical parts being supplied to Buyer.



Quotes submitted to Buyer must be sent in electronic form (Microsoft Excel or other delimited text
format) to Purchasing@cricketcommunications.com no later than 14 calendar days before the first PO
for that quotation is issued.



Seller agrees to issue quotations which contain enough detail for Buyer to reasonably reconcile the
quotation with its corresponding Purchase Order.



Buyer agrees to issue Purchase orders which contain enough detail for Seller to reasonably
reconcile their quotation to the Buyer’s Purchase Order.



Seller agrees to provide shipping documentation with each shipment that enables Buyer to accurately
receive materials and services and reconcile the shipping document with the Supplier quote and
Buyer’s corresponding Purchase Order.



Seller agrees to issue invoices to the Buyer which reference the Buyer Purchase Order on which the
invoice is based. Invoices issued without referencing the Buyer Purchase Order number will delay
payment to Supplier.




 









 









	

LEAP A66 Market

Market Network Architecture


HUAWEI TECHNOLOGIES CO., LTD.

www.huawei.com

In the event of any conflict or inconsistency between the terms of the Amended and
Restated System Equipment Purchase Agreement and this exhibit, such conflict or
inconsistency shall be resolved by giving precedence to the Agreement.











 








	

Network Dimension
   Owner Traffic Detail   Owner Traffic Detail   Owner Traffic Detail   Owner Traffic Detail   Owner Traffic Detail   Owner Traffic Detail   Owner Traffic Detail   Owner Traffic Detail   Owner Traffic Detail   Owner Traffic Detail   Owner Traffic Detail   Owner Traffic Detail
   Market   Covered Pops   Subs   Erlangs   Sites   F1   F2   F3   F2 6sec    MSCe   MGW   BSC
   Market A   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
   Market B   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
   Market C   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
   OWNER Total   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]



* The number of Erlangs here are included [***]% overhead ratio.



* In the event of actual delivery of BTS/Cell site(s) quantity differs with the predetermined quantity as stated here, the
actual BTS/Cell site(s) quantity will be determined by Exhibit B Table-2.

_______________

***  Certain information on this page has been omitted and filed separately with the Commission.








 












	

[***]

















_______

***  Certain information on this page has been omitted and filed separately with the Commission.








 








			
	EXHIBIT R
	 	SYSTEM MAINTENANCE & OPERATION DOCUMENT LIST






EXHIBIT R




System Maintenance &

Operation Document List








Huawei Technologies




Cricket Communications Proprietary and Confidential Information





 









 








			
	EXHIBIT R
	 	SYSTEM MAINTENANCE & OPERATION DOCUMENT LIST






TABLE OF CONTENTS




	 	 	 	 	 
	EXHIBIT R

	 	 	0	 
	TABLE OF CONTENTS

	 	 	1	 
	1 BSC

	 	 	2	 
	2 BTS3606A

	 	 	2	 
	3 Softswitch

	 	 	3	 
	4 UMG8900

	 	 	3	 






Cricket Communications Proprietary and Confidential Information

1 OF 5 PAGES





 









 








			
	EXHIBIT R
	 	SYSTEM MAINTENANCE & OPERATION DOCUMENT LIST





In the event of any conflict or inconsistency between the terms of the Amended and Restated System
Equipment Purchase Agreement and this exhibit, such conflict or inconsistency shall be resolved by
giving precedence to the Agreement.





	1	 	BSC
	 
	 	 	cBSC6600 Technical Manual-System Description
	 
	 	 	cBSC6600 Technical Manual-System Architecture
	 
	 	 	cBSC6600 Technical Manual-Interfaces and Protocols
	 
	 	 	cBSC6600 Technical Manual-System Function
	 
	 	 	cBSC6600 Maintenance Manual-Parts Replacement
	 
	 	 	cBSC6600 Maintenance Manual-Troubleshooting
	 
	 	 	cBSC6600 Maintenance Manual-Routine Maintenance
	 
	 	 	cBSC6600 Maintenance Manual-Emergency Maintenance
	 
	 	 	cBSC6600 Installation Manual-Software Installation
	 
	 	 	cBSC6600 Installation Manual-Hardware Installation
	 
	 	 	cBSC6600 Installation Manual-System Commissioning
	 
	 	 	cBSC6600 Operation Manual-Data Configuration
	 
	 	 	cBSC6600 Compliance and Safety Manual
	 
	 	 	cBSC6600 Hardware Description Manual






	2	 	BTS3606A E
	 
	 	 	BTS3606AE Technical Manual
	 
	 	 	BTS3606AE Cabinet Installation Manual
	 
	 	 	BTS3606&3606AE Maintenance Manual
	 
	 	 	BTS3606&3606AE Installation Reference
	 
	 	 	BTS3606&3606AE Antenna & Feeder Installation
	 
	 	 	BTS3606&3606AE SI & SC
	 
	 	 	BTS3606&3606AE Data Configuration Manual
	 
	 	 	BTS3606&3606AE CDMA Base Station Documentation Guide
	 
	 	 	BTS3606&3606AE Compliance and Safety Manual





Cricket Communications Proprietary and Confidential Information

2 OF 5 PAGES




 









 








			
	EXHIBIT R
	 	SYSTEM MAINTENANCE & OPERATION DOCUMENT LIST







	 	 	BTS3606&3606AE Hardware Description Manual
	 
	3	 	Softswitch
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Operation Manual-Routine Operation
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Feature -Description Manual
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Operation Manual-Data Configuration
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Technical Manual-System Description
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Maintenance Manual-Troubleshooting
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Maintenance Manual-Routine Maintenance
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Technical Manual-System Architecture
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center CDR User Manual
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Technical Manual-Service Procedures
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Installation Manual-Hardware Installation
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Installation Manual-System Commissioning
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Installation Manual-Software Installation
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Maintenance Manual-Emergency Maintenance
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Maintenance Manual-Parts Replacement
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Performance Measurement Manual
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Compliance and Safety Manual
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Hardware Description Manual
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center Documentation Guide
	 
	 	 	CSOFTX3000 Mobile SoftSwitch Center iGateway Bill User Manual
	 
	4	 	UMG8900
	 
	 	 	UMG8900 Universal Media Gateway Maintenance Manual-Troubleshooting
	 
	 	 	UMG8900 Universal Media Gateway Operation Manual — Routine Operation
	 
	 	 	UMG8900 Universal Media Gateway Installation Manual — Hardware Installation





Cricket Communications Proprietary and Confidential Information

3 OF 5 PAGES





 









 








			
	EXHIBIT R
	 	SYSTEM MAINTENANCE & OPERATION DOCUMENT LIST







	 	 	UMG8900 Universal Media Gateway Documentation Guide
	 
	 	 	UMG8900 Universal Media Gateway Installation Manual — Software Installation
	 
	 	 	UMG8900 Universal Media Gateway Technical Manual — Architecture and Principle
	 
	 	 	UMG8900 Universal Media Gateway Maintenance Manual — Emergency Maintenance
	 
	 	 	UMG8900 Universal Media Gateway Maintenance Manual — Parts Replacement
	 
	 	 	UMG8900 Universal Media Gateway Maintenance Manual — Routine Maintenance
	 
	 	 	UMG8900 Universal Media Gateway Operation Manual — Data Configuration
	 
	 	 	UMG8900 Universal Media Gateway Operation Manual — Performance Item
	 
	 	 	UMG8900 Universal Media Gateway Operation Manual — Performance Measurement
	 
	 	 	UMG8900 Universal Media Gateway Maintenance Manual — Fault Cases
	 
	 	 	UMG8900 Universal Media Gateway Installation Manual — System Commissioning
	 
	 	 	UMG8900 Universal Media Gateway Hardware Description Manual
	 
	 	 	UMG8900 Universal Media Gateway Technical Manual — System Description





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EXHIBIT S


 



 



[RESERVED]












 








Exhibit T



In the event of any conflict or inconsistency between the terms of the Amended
and Restated System Equipment Purchase Agreement and this exhibit, such
conflict or inconsistency shall be resolved by giving precedence to the
Agreement.




Exhibit T




			
	 	 	 
	CDMA System Product Description Document List
	 	 







	1.	 	System Description of CSOFTX3000 — MSCe (MSC Server — Soft switch)
	 
	2.	 	System Description of UMG8900 — MGW (Media Gateway)
	 
	3.	 	System Description of BSC6600 — BSC (Base Station Controller)
	 
	4.	 	System Description of BTS3606AE — BTS (Outdoor Base Transceiver Station)
	 
	5.	 	System Description of ODU3601CE — DAS (Outdoor Distributed Antenna System)
	 
	6.	 	System Description of M2000 — OA&M (Operation, Administration & Maintenance)





Cricket Communications Proprietary and Confidential Information





 










 





Exhibit U



In the event of any conflict or inconsistency between the terms of the Amended and Restated
System Equipment Purchase Agreement and this exhibit, such conflict or inconsistency
shall be resolved by giving precedence to the Agreement.




Exhibit U




Purchase Order (PO) Lead Time




NOTES:




	 	 	 	 	 	 	 	 	 
	 

	 	 	1	 	 	General Avaible(GA) Timeline
	 	[***]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	2	 	 	Volume Shipping Timeline
	 	[***]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	3	 	 	Monthly producation capability
	 	From [***] BTS to [***]
BTS after GA timeline. It
depends on the quantity
and other requirements
before GA timeline.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	4	 	 	If these activity happen on USA or
China official holiday, the date
will be delayed according to the
holiday duration.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	5	 	 	The receipt date of PO is different,
its lead time is different.Details
are as below.	 	 





5.1 If the receipt of PO is before [***] its lead time is: (The quantity is aggregate on POs)




	 	 	 	 	 	 	 	 	 
	BTS3606AE
	 	 	FOB SHENZHEN	 	Clearance in [***]	 	Arrive in warehouse	 	Arrive in Owner’s site
	QTY

	 	 	 	By Sea	 	 	 	 
	<200

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	201-300

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	301-400

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	401-500

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	501-600

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	601-700

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	701-800

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	901-1000

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	1001-1100

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	1101-1200

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	1201-1300

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	1301-1400

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	1401-1500

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	1501-1600

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






	 	 	 	 	 	 	 	 	 
	BSC System
	 	 	FOB SHENZHEN	 	Clearance in [***]	 	Arrive in warehouse	 	Arrive in Owner’s site
	QTY

	 	 	 	By Sea
	 	 
	 	 
	<4

	 	within one week from Oct.30
	 	 4 wks from the shipment
	 	 6 wks from the shipment
	 	 7 wks from the shipment






	 	 	 	 	 	 	 	 	 
	MSC
	 	 	FOB SHENZHEN	 	Clearance in [***]	 	Arrive in warehouse	 	Arrive in Owner’s site
	QTY

	 	 	 	By Sea
	 	 
	 	 
	<3

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






	 	 	 	 	 	 	 	 	 
	MGW
	 	 	FOB SHENZHEN	 	Clearance in [***]	 	Arrive in warehouse	 	Arrive in Owner’s site
	QTY

	 	 	 	By Sea
	 	 
	 	 
	<3

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






	 	 	 	 	 	 	 	 	 
	M2000
	 	 	FOB SHENZHEN	 	Clearance in [***]	 	Arrive in warehouse	 	Arrive in Owner’s site
	QTY

	 	 	 	By Sea
	 	 
	 	 
	<3

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






Cricket Communications Proprietary and Confidential Information







 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.














 







5.2 If the receipt of PO is after [***],its lead time is :(The quantity is aggregate on POs
within [***] wks and lead time base on the latest PO date.)




	 	 	 	 	 	 	 	 	 
	BTS3606AE
	 	 	FOB SHENZHEN	 	Clearance in [***]	Arrive in warehouse	Arrive in Owner’s site
	QTY

	 	 	 	By Sea	 	 	 	 
	<200

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	201-300

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	301-400

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	401-500

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	501-600

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	601-700

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	701-800

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	901-1000

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	1001-1100

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	1101-1200

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	1201-1300

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	1301-1400

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	1401-1500

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	1501-1600

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






	 	 	 	 	 	 	 	 	 
	BSC System
	 	 	FOB SHENZHEN	 	Clearance in [***]	 	Arrive in warehouse	 	Arrive in Owner’s site
	QTY

	 	 	 	By Sea
	 	 
	 	 
	<4

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






	 	 	 	 	 	 	 	 	 
	MSC
	 	 	FOB SHENZHEN	 	Clearance in [***]	 	Arrive in warehouse	 	Arrive in Owner’s site
	QTY

	 	 	 	By Sea
	 	 
	 	 
	<3

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






	 	 	 	 	 	 	 	 	 
	MGW
	 	 	FOB SHENZHEN	 	Clearance in [***]	 	Arrive in warehouse	 	Arrive in Owner’s site
	QTY

	 	 	 	By Sea
	 	 
	 	 
	<3

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






	 	 	 	 	 	 	 	 	 
	M2000
	 	 	FOB SHENZHEN	 	Clearance in [***]	 	Arrive in warehouse	 	Arrive in Owner’s site
	QTY

	 	 	 	By Sea
	 	 
	 	 
	<3

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






Cricket Communications Proprietary and Confidential Information






 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.














 





Exhibit U





Notes:



1.0 Lead Time Defintion —  The period of time between Vendor’s receipt of the PO and delivery of
Product to the market warehouse.



1.1 Postponement of Agreed Purchase Orders



The Owner may postpone any Purchase Order for up to [***] at a time and for up to [***] in
the aggregate without any charge or penalty. In such case, the Owner shall provide notice at least
[***] prior to the shipment date. Within [***] prior to the original shipping schedule, no
postponement is acceptable. The Owner may cancel the Purchase Order in which Section 1.2 below
shall apply.



1.2 Cancellation of Agreed Purchase Orders



1.2.1 The Owner may cancel any Purchase Order or any portion thereof [***] or more prior to
the Owner’s requested shipment date without incurring any charges or liability.



1.2.2 If the Owner cancels any accepted Purchase Order or any portion thereof at least [***]
but less than [***] prior to the Owner’s requested shipment date, Owner shall pay Vendor [***] of
the purchase price of the Product cancelled.



1.2.3 If the Owner cancels any accepted Purchase Order or any portion thereof at least [***] but
less than [***] prior to the Owner’s requested shipment date, Owner shall pay Vendor [***] of the
purchase price of the Product cancelled.



1.2.4 If the Owner cancels any accepted Purchase Order or any portion thereof at least [***] but
less than [***] prior to the Owner’s requested shipment date, Owner shall pay Vendor [***] of the
purchase price of the Product cancelled.



1.2.5 The Owner may not cancel any accepted Purchase Order on or after the Owner’s requested
shipment date.




Cricket Communications Proprietary and Confidential Information





 




			
	***	 	Certain information on this page has been omitted and filed separately with the Commission.














 







In the event of any conflict or inconsistency between the terms of the Amended and Restated
System Equipment Purchase Agreement and this exhibit, such conflict or inconsistency
shall be resolved by giving precedence to the Agreement.




Exhibit V




Acceptance Of WNI Services




	 	 	 	 	 	 	 
	 

	 	Customer:	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 
	Service Provided:

	 	 	 	MTA:	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 	 	 
	     Project Number:

	 	 

	Date Completed:	 	 
	 

	 	 	 	 	 	 







	 	 	 	 	 
	Description Of Services Provided:
	 	 	 
  
	Customer Coments:

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Huawei Signature

	 	Date
	 	 	 	Customer Signature
	 	Date
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Huawei Printed Name

	 	 	 	 	 	Customer Printed Name	 	 
















 





In the event of any conflict or inconsistency between the terms of the
Amended and Restated System Equipment Purchase Agreement and this exhibit,
such conflict or inconsistency shall be resolved by giving precedence to the
Agreement.




Exhibit V




Summary Page for Network Integration Acceptance Testing




	 	 	 	 	 	 	 	 	 
	CSOFTX3000	 	 	 	 	 	 	 	 
	ATP Section	 	PASS	 	FAIL	 	N/A	 	COMMENTS
	T01
	 	 	 	 	 	 	 	 
	T02

T03
	 	 	 	 	 	 	 	 
	T04
	 	 	 	 	 	 	 	 
	T05
	 	 	 	 	 	 	 	 
	T06
	 	 	 	 	 	 	 	 
	T07
	 	 	 	 	 	 	 	 
	T08
	 	 	 	 	 	 	 	 
	T09
	 	 	 	 	 	 	 	 
	T10
	 	 	 	 	 	 	 	 
	T11
	 	 	 	 	 	 	 	 
	T12
	 	 	 	 	 	 	 	 
	T13
	 	 	 	 	 	 	 	 
	T14
	 	 	 	 	 	 	 	 
	T15
	 	 	 	 	 	 	 	 
	T16
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	UMG8900	 	 	 	 	 	 	 	 
	ATP Section	 	PASS	 	FAIL	 	N/A	 	COMMENTS
	T01
	 	 	 	 	 	 	 	 
	T02
	 	 	 	 	 	 	 	 
	T03
	 	 	 	 	 	 	 	 
	T04
	 	 	 	 	 	 	 	 
	T05
	 	 	 	 	 	 	 	 
	T06
	 	 	 	 	 	 	 	 
	T07
	 	 	 	 	 	 	 	 
	T08
	 	 	 	 	 	 	 	 
	T09
	 	 	 	 	 	 	 	 
	T10
	 	 	 	 	 	 	 	 
	T11
	 	 	 	 	 	 	 	 
	T12
	 	 	 	 	 	 	 	 
	T13
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	M2000	 	 	 	 	 	 	 	 
	ATP Section	 	PASS	 	FAIL	 	N/A	 	COMMENTS
	T01
	 	 	 	 	 	 	 	 
	T02
	 	 	 	 	 	 	 	 
	T03
	 	 	 	 	 	 	 	 
	T04
	 	 	 	 	 	 	 	 
	T05
	 	 	 	 	 	 	 	 
	T06
	 	 	 	 	 	 	 	 
	T07
	 	 	 	 	 	 	 	 
















 






	 	 	 	 	 	 	 	 	 
	BSC	 	 	 	 	 	 	 	 
	ATP Section	 	PASS	 	FAIL	 	N/A	 	COMMENTS
	T01
	 	 	 	 	 	 	 	 
	T02
	 	 	 	 	 	 	 	 
	T03
	 	 	 	 	 	 	 	 
	T04
	 	 	 	 	 	 	 	 
	T05
	 	 	 	 	 	 	 	 
	T06
	 	 	 	 	 	 	 	 
	T07
	 	 	 	 	 	 	 	 
	T08
	 	 	 	 	 	 	 	 
	T09
	 	 	 	 	 	 	 	 
	T10
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	BTS	 	 	 	 	 	 	 	 
	ATP Section	 	PASS	 	FAIL	 	N/A	 	COMMENTS
	T01
	 	 	 	 	 	 	 	 
	T02
	 	 	 	 	 	 	 	 
	T03
	 	 	 	 	 	 	 	 
	T04
	 	 	 	 	 	 	 	 
	T05
	 	 	 	 	 	 	 	 
	T06
	 	 	 	 	 	 	 	 
	T07
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	SUMMARY
	ATP Section	 	PASS	 	FAIL	 	N/A	 	TOTALS	 	Percentage
	CSOFTX3000
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UMG8900
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	M2000
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BSC
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BTS
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	TOTALS
	 	 	 	 	 	 	 	 	 	 

















 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Huawei Software Load and Patch	 	 	 	 
	 	 	CONDITION:	 	 	Comments (Records all	 	 	Verification Sign Off	 
	TEST CASE	 	Yes-No-N/A	 	 	information)	 	 	DATE	 	 	HUAWEI	 	 	CUSTOMER	 	 	CSR #	 
	Software Load and Patch Verification
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Start of project CSOFTX3000 load & patch
verification
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	End of project CSOFTX3000 load & patch
verification
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Start of project UMG8900 load & patch
verification
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	End of project UMG8900 load & patch
verification
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Start of project BSC load & patch verification
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	End of project BSC load & patch verification
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Start of project M2000 load verification
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	End of project M2000 load verification
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Start of project BTS3606AE load & patch
verification
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	End of project BTS3606AE load & patch
verification
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
















 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEST CASE	 	CDMA CSOFTX3000 Acceptance Test Plan	 	Condition:	 	 	 	 	 	TEST CASE Sign Off
	NUMBER	 	TEST CASE	 	Pass-Fail-N/A	 	Comments	 	DATE	 	Huawei	 	CUSTOMER
	T01

	 	Hardware Test	 	 	 	 	 	 	 	 	 	 
	T01-01

	 	Hardware	 	 	 	 	 	 	 	 	 	 
	T01-0101

	 	Cabinet	 	 	 	 	 	 	 	 	 	 
	T01-0102

	 	Cable	 	 	 	 	 	 	 	 	 	 
	T01-0103

	 	BAM Server	 	 	 	 	 	 	 	 	 	 
	T01-0104

	 	iGWB Server	 	 	 	 	 	 	 	 	 	 
	T01-0105

	 	Disk Array (iGWB Server)	 	 	 	 	 	 	 	 	 	 
	T01-0106

	 	Emergency Workstation	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	T02

	 	PowerON Test	 	 	 	 	 	 	 	 	 	 
	T02-01

	 	PowerOn Test	 	 	 	 	 	 	 	 	 	 
	T02-0101

	 	Operational Environment	 	 	 	 	 	 	 	 	 	 
	T02-0102

	 	Indicator on Board	 	 	 	 	 	 	 	 	 	 
	T02-0103

	 	Fan Box	 	 	 	 	 	 	 	 	 	 
	T02-0104

	 	BAM	 	 	 	 	 	 	 	 	 	 
	T02-0105

	 	iGWB	 	 	 	 	 	 	 	 	 	 
	T02-0106

	 	Emergency Worksation	 	 	 	 	 	 	 	 	 	 
	T02-0107

	 	Workstation	 	 	 	 	 	 	 	 	 	 
	T02-0108

	 	Board	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	T03

	 	Mobility Management	 	 	 	 	 	 	 	 	 	 
	T03-01

	 	Location Registration	 	 	 	 	 	 	 	 	 	 
	T03-0101

	 	Power-On Registration	 	 	 	 	 	 	 	 	 	 
	T03-0102

	 	Registration of Illegal Subscriber	 	 	 	 	 	 	 	 	 	 
	T03-0103

	 	Power-Off	 	 	 	 	 	 	 	 	 	 
	T03-0104

	 	Periodic Location Registration	 	 	 	 	 	 	 	 	 	 
	T03-0105

	 	MSCe/VLR stores subscriber data from the HLR	 	 	 	 	 	 	 	 	 	 
	T03-0106

	 	VLR Subscriber Data Deletion	 	 	 	 	 	 	 	 	 	 
	T03-0107

	 	MS de-activation initiated by a service VLR	 	 	 	 	 	 	 	 	 	 
	T03-0108

	 	Implicit Registration	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	T04

	 	Basic Voice Service Test	 	 	 	 	 	 	 	 	 	 
	T04-01

	 	Intra-Office Calls	 	 	 	 	 	 	 	 	 	 
	T04-0101

	 	Intra-Office Call (Called Subscriber Idle)	 	 	 	 	 	 	 	 	 	 
	T04-0102

	 	Intra-Office Call (Called Subscriber Busy)	 	 	 	 	 	 	 	 	 	 
	T04-0103

	 	Intra-Office Call (No Answer)	 	 	 	 	 	 	 	 	 	 
	T04-0104

	 	Intra-Office Call (Paging No Response)	 	 	 	 	 	 	 	 	 	 
	T04-0105

	 	Intra-Office Call (Number Unallocated)	 	 	 	 	 	 	 	 	 	 
	T04-02

	 	CDMA-PSTN Calls	 	 	 	 	 	 	 	 	 	 
	T04-0201

	 	CDMA-PSTN Call (Called Subscriber Idle)	 	 	 	 	 	 	 	 	 	 
	T04-0202

	 	CDMA-PSTN Call (Called Subscriber Busy)	 	 	 	 	 	 	 	 	 	 
	T04-0203

	 	CDMA-PSTN Call (No Answer)	 	 	 	 	 	 	 	 	 	 
	T04-0204

	 	CDMA-PSTN Call (Number Unallocated)	 	 	 	 	 	 	 	 	 	 
	T04-0205

	 	M to L — Only Calling Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	T04-0206

	 	M to L — Only Called Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	T04-03

	 	PSTN-CDMA Calls	 	 	 	 	 	 	 	 	 	 
	T04-0301

	 	PSTN-CDMA Call (Called Subscriber Idle)	 	 	 	 	 	 	 	 	 	 
	T04-0302

	 	PSTN-CDMA Call (Called Subscriber Busy)	 	 	 	 	 	 	 	 	 	 
	T04-0303

	 	PSTN-CDMA Call (No Answer)	 	 	 	 	 	 	 	 	 	 
	T04-0304

	 	PSTN-CDMA Call (Paging No Response)	 	 	 	 	 	 	 	 	 	 
	T04-0305

	 	L to M — Normal Call Completion (with VM)	 	 	 	 	 	 	 	 	 	 
	T04-0306

	 	L to M — Only Calling Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	T04-0307

	 	L to M — Only Called Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	T04-04

	 	E911 Service	 	 	 	 	 	 	 	 	 	 
	T04-0401

	 	E911 Phase I	 	 	 	 	 	 	 	 	 	 
	T04-0402

	 	Mobile subscriber A calls 911, it is a E911 call in the local number analysis table, The call
is normal and stable, and the voice is clear.	 	 	 	 	 	 	 	 	 	 
	T04-0403

	 	PPC subscriber A calls 911, it will not trigger the intelligent service. The E911call is
normal and stable.	 	 	 	 	 	 	 	 	 	 
	T04-0404

	 	Mobile subscriber A calls 911, it fails to select route to the S/R and analysis the EEFN
number success. the E911 call is established.	 	 	 	 	 	 	 	 	 	 
















 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEST CASE	 	CDMA CSOFTX3000 Acceptance Test Plan	 	Condition:	 	 	 	 	 	TEST CASE Sign Off
	NUMBER	 	TEST CASE	 	Pass-Fail-N/A	 	Comments	 	DATE	 	Huawei	 	CUSTOMER
	T04-0405

	 	E911 Phase II	 	 	 	 	 	 	 	 	 	 
	T04-0406

	 	The postpaid user initiate a E911 call	 	 	 	 	 	 	 	 	 	 
	T04-0407

	 	The PPC user initiate a E911 call	 	 	 	 	 	 	 	 	 	 
	T04-0408

	 	E911 Egress Failure Number (The trunk circuit between the MSC and the S/R are fault)	 	 	 	 	 	 	 	 	 	 
	T04-0409

	 	Call origination to 911 (no HLR, ESN mismatch, hotlined phone, phone with no programming, MIN
and MDN are the same and different)	 	 	 	 	 	 	 	 	 	 
	T04-05

	 	Tones	 	 	 	 	 	 	 	 	 	 
	T04-0501

	 	Playing Busy Tone	 	 	 	 	 	 	 	 	 	 
	T04-0502

	 	Playing Incorrect Number	 	 	 	 	 	 	 	 	 	 
	T04-0503

	 	Playing Vacant Tone	 	 	 	 	 	 	 	 	 	 
	T04-0504

	 	Playing Out-Of-Service Signal Tone	 	 	 	 	 	 	 	 	 	 
	T04-0505

	 	Ring back to mobile from MSC	 	 	 	 	 	 	 	 	 	 
	T04-0506

	 	Call waiting to mobile from MSC	 	 	 	 	 	 	 	 	 	 
	T04-0507

	 	Busy to mobile from MSC	 	 	 	 	 	 	 	 	 	 
	T04-0508

	 	Busy to mobile from PSTN	 	 	 	 	 	 	 	 	 	 
	T04-06

	 	IS2000 Voice Call Processing	 	 	 	 	 	 	 	 	 	 
	T04-0601

	 	M(Cricket) to M(Cricket) — Normal Call Completion (with VM)	 	 	 	 	 	 	 	 	 	 
	T04-0602

	 	M(Cricket) to M(Cricket) — Only Calling Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	T04-0603

	 	M(Cricket) to M(Cricket) — Only Called Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	T04-0604

	 	M(Cricket) to M(Cricket roam) — Normal Call Completion (without VM)	 	 	 	 	 	 	 	 	 	 
	T04-0605

	 	M(Cricket) to M(Cricket roam) — Normal Call Completion (with VM)	 	 	 	 	 	 	 	 	 	 
	T04-0606

	 	M(Cricket) to M(Cricket roam) — Called Party Busy	 	 	 	 	 	 	 	 	 	 
	T04-0607

	 	M(Cricket) to M(Cricket roam) — Only Calling Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	T04-0608

	 	M(Cricket) to M(Cricket roam) — Only Called Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	T04-0609

	 	M(Cricket) to M(Cricket roam) calling number ID presentation	 	 	 	 	 	 	 	 	 	 
	T04-0610

	 	M(Cricket roam) to M(Cricket) — Normal Call Completion (without VM)	 	 	 	 	 	 	 	 	 	 
	T04-0611

	 	M(Cricket roam) to M(Cricket) — Normal Call Completion (with VM)	 	 	 	 	 	 	 	 	 	 
	T04-0612

	 	M(Cricket roam) to M(Cricket) — Called Party Busy	 	 	 	 	 	 	 	 	 	 
	T04-0613

	 	M(Cricket roam) to M(Cricket) — Only Calling Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	T04-0614

	 	M(Cricket roam) to M(Cricket) — Only Called Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	T04-0615

	 	M(Cricket roam) to M(Cricket) calling number ID presentation	 	 	 	 	 	 	 	 	 	 
	T04-0616

	 	Calling number not presented with one time feature	 	 	 	 	 	 	 	 	 	 
	T04-0617

	 	LD fails when set to local calls only	 	 	 	 	 	 	 	 	 	 
	T04-0618

	 	International LD call	 	 	 	 	 	 	 	 	 	 
	T04-0619

	 	DA using 11 digit dialing	 	 	 	 	 	 	 	 	 	 
	T04-0620

	 	ESN change updates VLR	 	 	 	 	 	 	 	 	 	 
	T04-0621

	 	No origination possible with ESN mismatch	 	 	 	 	 	 	 	 	 	 
	T04-0622

	 	Call origination to operator	 	 	 	 	 	 	 	 	 	 
	T04-0623

	 	M to LD	 	 	 	 	 	 	 	 	 	 
	T04-0624

	 	LD to M	 	 	 	 	 	 	 	 	 	 
	T04-0625

	 	Call origination fails when hotlined	 	 	 	 	 	 	 	 	 	 
	T04-0626

	 	Call origination to prepaid (*LD or *PAY)	 	 	 	 	 	 	 	 	 	 
	T04-07

	 	IS95 Voice Call Processing (Backward Compatibility)	 	 	 	 	 	 	 	 	 	 
	T04-0701

	 	M to L — Normal Call Completion	 	 	 	 	 	 	 	 	 	 
	T04-0702

	 	M to L — Called Party Busy	 	 	 	 	 	 	 	 	 	 
	T04-0703

	 	M to L — Only Calling Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	T04-0704

	 	M to L — Only Called Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	T04-0705

	 	L to M — Normal Call Completion	 	 	 	 	 	 	 	 	 	 
	T04-0706

	 	L to M — Called Party Busy	 	 	 	 	 	 	 	 	 	 
	T04-0707

	 	L to M — Only Calling Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	T04-0708

	 	L to M — Only Called Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	T04-0709

	 	M to M — Normal Call Completion	 	 	 	 	 	 	 	 	 	 
	T04-0710

	 	M to M — Called Party Busy	 	 	 	 	 	 	 	 	 	 
	T04-0711

	 	M to M — Only Calling Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	T04-0712

	 	M to M — Only Called Party Hangs Up	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	T05

	 	SMS Test	 	 	 	 	 	 	 	 	 	 
	T05-0101

	 	SMS Origination and Termination (MS Idle)	 	 	 	 	 	 	 	 	 	 
	T05-0102

	 	SMS Origination and Termination (MS in conversation)	 	 	 	 	 	 	 	 	 	 
	T05-0103

	 	Short Message Services (SMS) MS — Termination (active, busy and inactive (inactive should
fail) MIN and MDN are the same and different)	 	 	 	 	 	 	 	 	 	 
















 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEST CASE	 	CDMA CSOFTX3000 Acceptance Test Plan	 	Condition:	 	 	 	 	 	TEST CASE Sign Off
	NUMBER	 	TEST CASE	 	Pass-Fail-N/A	 	Comments	 	DATE	 	Huawei	 	CUSTOMER
	T05-0104

	 	Short Message Services (SMS) MS — Origination	 	 	 	 	 	 	 	 	 	 
	T05-0105

	 	IS-95/IS-2000 Inter-Generation Short Message Service (SMS) MS — Origination	 	 	 	 	 	 	 	 	 	 
	T05-0106

	 	IS-95/IS-2000 Inter-Generation Short Message Service (SMS) MS — Termination	 	 	 	 	 	 	 	 	 	 
	T05-0107

	 	SMS to other wireless cxr (non Cricket)	 	 	 	 	 	 	 	 	 	 
	T05-0108

	 	Non Cricket SMS to Cricket (MIN and MDN are the same and different)	 	 	 	 	 	 	 	 	 	 
	T05-0109

	 	Maximum SMS characters over paging channel	 	 	 	 	 	 	 	 	 	 
	T05-0110

	 	Maximum SMS characters over traffic channel	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	T06

	 	Data Service Test	 	 	 	 	 	 	 	 	 	 
	T06-0101

	 	PDSN Subscriber Registration	 	 	 	 	 	 	 	 	 	 
	T06-0102

	 	Mobile-Originated PDSN Released to Idle State	 	 	 	 	 	 	 	 	 	 
	T06-0103

	 	Mobile-Originated PDSN Release to Dormant State	 	 	 	 	 	 	 	 	 	 
	T06-0104

	 	PDSN Service Activated from Domant State	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	T07

	 	Supplementary Service Test	 	 	 	 	 	 	 	 	 	 
	T07-01

	 	Call Forwarding-Unconditional	 	 	 	 	 	 	 	 	 	 
	T07-0101

	 	Registration, Deregistration, Activation, and Deactivation	 	 	 	 	 	 	 	 	 	 
	T07-0102

	 	CFU to Idle Mobile Suscriber	 	 	 	 	 	 	 	 	 	 
	T07-02

	 	Call Forwarding-Busy	 	 	 	 	 	 	 	 	 	 
	T07-0201

	 	Registration, Deregistration, Activation, and Deactivation	 	 	 	 	 	 	 	 	 	 
	T07-0202

	 	CFB to VM	 	 	 	 	 	 	 	 	 	 
	T07-03

	 	Call Forwarding-No Answer	 	 	 	 	 	 	 	 	 	 
	T07-0301

	 	Registration, Deregistration, Activation, and Deactivation	 	 	 	 	 	 	 	 	 	 
	T07-0302

	 	CFNA to VM	 	 	 	 	 	 	 	 	 	 
	T07-04

	 	Call Forwarding-Default	 	 	 	 	 	 	 	 	 	 
	T07-0401

	 	Registration, Deregistration, Activation, and Deactivation	 	 	 	 	 	 	 	 	 	 
	T07-0402

	 	CFD to VM	 	 	 	 	 	 	 	 	 	 
	T07-05

	 	Calling Number Identification Presentation	 	 	 	 	 	 	 	 	 	 
	T07-0501

	 	Mobile Subscriber as Calling Party	 	 	 	 	 	 	 	 	 	 
	T07-0502

	 	PSTN Subscriber as Calling Party	 	 	 	 	 	 	 	 	 	 
	T07-06

	 	Calling Number Identification Restriction	 	 	 	 	 	 	 	 	 	 
	T07-0601

	 	Calling Number Identification Restriction	 	 	 	 	 	 	 	 	 	 
	T07-07

	 	Call Waiting	 	 	 	 	 	 	 	 	 	 
















 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEST CASE	 	 	 	UMG8900 Acceptance Test Plan	 	Condition:	 	 	 	 	 	TEST CASE Sign Off
	NUMBER	 	 	 	TEST CASE	 	Pass-Fail-N/A	 	Comments	 	DATE	 	Huawei	 	CUSTOMER
	T01

	 	 	 	Hardware	 	 	 	 	 	 	 	 	 	 
	T01-01

	 	 	 	Cabinet	 	 	 	 	 	 	 	 	 	 
	T01-02

	 	 	 	Cabling	 	 	 	 	 	 	 	 	 	 
	T01-03

	 	 	 	Auxiliary Equipment	 	 	 	 	 	 	 	 	 	 
	 
	T02

	 	 	 	Power On	 	 	 	 	 	 	 	 	 	 
	T02-01

	 	 	 	Running Environment	 	 	 	 	 	 	 	 	 	 
	T02-02

	 	 	 	Fan Box	 	 	 	 	 	 	 	 	 	 
	T02-03

	 	 	 	Local Maintenance Terminal	 	 	 	 	 	 	 	 	 	 
	T02-04

	 	 	 	Board Loading	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T03

	 	 	 	Availability	 	 	 	 	 	 	 	 	 	 
	T03-01

	 	 	 	Display and Query of the Board Status	 	 	 	 	 	 	 	 	 	 
	T03-02

	 	 	 	Availability of the E1/T1 Port	 	 	 	 	 	 	 	 	 	 
	T03-03

	 	 	 	Availability of the E3/T3 Port	 	 	 	 	 	 	 	 	 	 
	T03-04

	 	 	 	Availability of the Maintenance Network Port	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T04

	 	 	 	H.248 Interface Function	 	 	 	 	 	 	 	 	 	 
	T04-01

	 	 	 	H.248 over SCTP	 	 	 	 	 	 	 	 	 	 
	T04-02

	 	 	 	Binary Coding Mode of H.248	 	 	 	 	 	 	 	 	 	 
	T04-03

	 	 	 	Registration Function	 	 	 	 	 	 	 	 	 	 
	T04-04

	 	 	 	MGW Out-of-Service Report	 	 	 	 	 	 	 	 	 	 
	T04-05

	 	 	 	Tracing and Resolution of H.248 Messages	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T05

	 	 	 	Office Management	 	 	 	 	 	 	 	 	 	 
	T05-01

	 	 	 	Office Management	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T06

	 	 	 	Alarm Management	 	 	 	 	 	 	 	 	 	 
	T06-01

	 	 	 	Query of Active Alarms	 	 	 	 	 	 	 	 	 	 
	T06-02

	 	 	 	Query of Alarm Logs	 	 	 	 	 	 	 	 	 	 
	T06-03

	 	 	 	Alarm Clearing	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T07

	 	 	 	Security Management	 	 	 	 	 	 	 	 	 	 
	T07-01

	 	 	 	Subscriber Management	 	 	 	 	 	 	 	 	 	 
	T07-02

	 	 	 	Interface Lock	 	 	 	 	 	 	 	 	 	 
	T07-03

	 	 	 	File Dump	 	 	 	 	 	 	 	 	 	 
	T07-04

	 	 	 	Online User Management	 	 	 	 	 	 	 	 	 	 
	T07-05

	 	C01.01
	 	Access using authorized user	 	 	 	 	 	 	 	 	 	 
	T07-06

	 	C01.02
	 	Access using unauthorized user	 	 	 	 	 	 	 	 	 	 
	T07-07

	 	C01.03
	 	Configure the firewall by accessing 
the Access
Control Lists (ACL)	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T08

	 	 	 	Log Management	 	 	 	 	 	 	 	 	 	 
	T08-01

	 	 	 	Query of Operation Logs	 	 	 	 	 	 	 	 	 	 
	T08-02

	 	 	 	Query of Running Logs	 	 	 	 	 	 	 	 	 	 
	T08-03

	 	 	 	Query of Call Logs	 	 	 	 	 	 	 	 	 	 
	T08-04

	 	 	 	Query of Security Logs	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T09

	 	 	 	Performance Management	 	 	 	 	 	 	 	 	 	 
	T09-01

	 	 	 	Creation of Performance Measurement Tasks	 	 	 	 	 	 	 	 	 	 
	T09-02

	 	 	 	Query of Performance Measurement Results	 	 	 	 	 	 	 	 	 	 
	T09-03

	 	 	 	Modification of Measurement Objects	 	 	 	 	 	 	 	 	 	 
	T09-04

	 	 	 	Modification of Performance Measurement Thresholds	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T10

	 	 	 	Trace Management	 	 	 	 	 	 	 	 	 	 
	T10-01

	 	 	 	Creation of Trace Tasks	 	 	 	 	 	 	 	 	 	 
	T10-02

	 	 	 	Query of Detail About Trace Messages	 	 	 	 	 	 	 	 	 	 
	T10-03

	 	 	 	Dump of Trace Messages	 	 	 	 	 	 	 	 	 	 
	T10-04

	 	 	 	Trace Review	 	 	 	 	 	 	 	 	 	 
	T10-05

	 	C01.04
	 	Show interface tracing of Mc (UMG8900 to MSCe)	 	 	 	 	 	 	 	 	 	 
















 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEST CASE	 	M2000 Acceptance Test Plan	 	Condition:     Pass-	 	 	 	 	 	TEST CASE Sign Off	 	 
	NUMBER	 	TEST CASE	 	Fail-N/A	 	Comments	 	DATE	 	Huawei	 	CUSTOMER	 	CSR #
	T01

	 	Fault Management
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	T01-0101

	 	Fault Alarm Information Storage	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0102

	 	Event Alarm Information Storage	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0103

	 	Fault Recovery Alarm Information Storage	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0201

	 	Automatic Alarm Displacement	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0202

	 	Manual Alarm Displacement	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0301

	 	Fault Alarm Query	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0302

	 	Event Alarm Query	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0303

	 	History Fault Alarm Query	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0401

	 	Alarm Automatic Synchronization	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0402

	 	Alarm Manual Synchronization	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0501

	 	Alarm Automatic Acknowledge	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0502

	 	Alarm Manual Acknowledge	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0601

	 	Alarm Unacknowledge	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0701

	 	Alarm Automatic Clear	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0702

	 	Alarm Manual Clear	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0801

	 	Real Time Fault Alarm Browsing	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0802

	 	Real Time Event Alarm Browsing	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0901

	 	Alarm Level Redefinition	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0902

	 	Modification of Alarm Level Redefinition	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0903

	 	Cancellation of Alarm Level Redefinition	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1001

	 	Alarm shielding	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1002

	 	Modification of Alarm shielding	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1003

	 	Cancellation of Alarm shielding	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1101

	 	Current Alarm Display Filter	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1102

	 	Event Alarm Display Filter	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1201

	 	Alarm Statistics	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1202

	 	Real Time Alarm Statistics	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1301

	 	Query and Modification of Alarm Knowledge Base	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1302

	 	Export/Import Alarm Knowledge Base	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1401

	 	Alarm Notification through Alarm Client	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1402

	 	Alarm Notification through Topological Interface	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1403

	 	Alarm Notification through Alarm Box	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1501

	 	M2000 Fault Detection, Alarm Collection and Alarm Recovery	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1601

	 	Display Alarm through the Topological Nodes	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1602

	 	Query Alarm through the Topological Nodes	 	 	 	 	 	 	 	 	 	 	 	 
	T01-1701

	 	Long Period Uncleared Alarm Detection and Alert	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T02

	 	Configuration Management	 	 	 	 	 	 	 	 	 	 	 	 
	T02-0101

	 	Configuration Data Manual Synchronization	 	 	 	 	 	 	 	 	 	 	 	 
	T02-0201

	 	Querying Configuration Data	 	 	 	 	 	 	 	 	 	 	 	 
	T02-0301

	 	Deleting NEs in Batch	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T03

	 	Performance Management	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0101

	 	Importing/Exporting Measure Instance	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0102

	 	Starting/Ending Measuring	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0201

	 	Performance Feature Measure counters	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0301

	 	Querying Real-Time Measure Result	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0302

	 	Executing Real-Time Measuring	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0303

	 	Refreshing Measure status of counter or Object	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0401

	 	Suspending and Activating Measuring	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0501

	 	Exporting Performance Result	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0601

	 	Querying, Displaying and Printing Performance Result	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0701

	 	Subscribing Performance Result	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0801

	 	User Defined Counter Management	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0901

	 	Querying Template Management	 	 	 	 	 	 	 	 	 	 	 	 
	T03-1001

	 	Setting Threshold	 	 	 	 	 	 	 	 	 	 	 	 
	T03-1002

	 	Modifying Threshold Setting	 	 	 	 	 	 	 	 	 	 	 	 
	T03-1003

	 	Deleting Threshold Setting	 	 	 	 	 	 	 	 	 	 	 	 
	T03-1004

	 	Suspending and Activating Threshold Setting	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEST CASE	 	M2000 Acceptance Test Plan	 	Condition:     Pass-	 	 	 	 	 	TEST CASE Sign Off	 	 
	NUMBER	 	TEST CASE	 	Fail-N/A	 	Comments	 	DATE	 	Huawei	 	CUSTOMER	 	CSR #
	T04

	 	System Management	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0101

	 	Online Help	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0201

	 	Online Monitoring System	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T05

	 	Security	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0101

	 	Adding a User	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0102

	 	Deleting a User	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0103

	 	Viewing User Information	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0104

	 	Modifying User Information	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0105

	 	Binding a User to Multiple User Groups	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0106

	 	Authorizing Binding Group	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0201

	 	Browsing and Querying Alarm Filter	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0202

	 	Browsing and Querying Feature Filter	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0301

	 	System Auto Locking	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0401

	 	Wrong Password Login	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0402

	 	Unauthorized Creating Subnet Failure	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0501

	 	Querying Log	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0601

	 	Printing Log Query Result	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0602

	 	Saving Log Query Result	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0701

	 	Manual Displacing Log	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0702

	 	Auto Displacing Log	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0801

	 	User Operation Monitoring	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0802

	 	Monitoring User Conversation and User Kicking out	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T06

	 	Topology Management	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0101

	 	Create/Delete/Modify Physical Subnet	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0102

	 	Create/Delete/Modify Physical NE	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0103

	 	Create/Delete/Modify Virtual NE	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0104

	 	Create/Delete/Modify Virtual Link	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0201

	 	Topology Navigation Tree	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0301

	 	Locating Topology Object by Name	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0302

	 	Locating Topology Object by Property	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEST CASE	 	BSC Acceptance Test Plan	 	Condition:	 	 	 	 	 	TEST CASE Sign Off	 	 
	NUMBER	 	TEST CASE	 	Pass-Fail-N/A	 	Comments	 	DATE	 	Huawei	 	CUSTOMER	 	CSR #
	T01

	 	Hardware Installation
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	T01-01

	 	Equipment	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0101

	 	Cabinets	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0102

	 	Distributon of Cables and Optical Fibers	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0103

	 	Lightning Protection and Grouding	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0104

	 	Power Supply	 	 	 	 	 	 	 	 	 	 	 	 
	T01-0105

	 	Feeder Installation	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T02

	 	Power-on Test	 	 	 	 	 	 	 	 	 	 	 	 
	T02-01

	 	Running Status of Equipment	 	 	 	 	 	 	 	 	 	 	 	 
	T02-0101

	 	Status of Board Indicators	 	 	 	 	 	 	 	 	 	 	 	 
	T02-0102

	 	Running Status of Fan	 	 	 	 	 	 	 	 	 	 	 	 
	T02-0103

	 	BSC Power-on Test	 	 	 	 	 	 	 	 	 	 	 	 
	T02-0104

	 	BTS Power-On Test	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T03

	 	Voice Service Function	 	 	 	 	 	 	 	 	 	 	 	 
	T03-01

	 	MS Access	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0101

	 	Network Capture During MS Switch-On	 	 	 	 	 	 	 	 	 	 	 	 
	T03-02

	 	Voice Call	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0201

	 	MS Call	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0202

	 	Call Release Test	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0203

	 	service negotiation msg 2G handset	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0204

	 	service negotiation msg 3G handset	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0205

	 	TTY/TDD (711 call)	 	 	 	 	 	 	 	 	 	 	 	 
	T03-03

	 	Power Control	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0301

	 	Fast forward power control	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0302

	 	Reverse closed loop power control	 	 	 	 	 	 	 	 	 	 	 	 
	T03-0303

	 	forward link power control overload algorythm	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T04

	 	Operation Functions	 	 	 	 	 	 	 	 	 	 	 	 
	T04-01

	 	Local Terminal System	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0101

	 	User login	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0102

	 	Site Management	 	 	 	 	 	 	 	 	 	 	 	 
	T04-02

	 	System Management	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0201

	 	Command Group Management	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0202

	 	User Management	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0203

	 	Workstation Management	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0204

	 	Command Log Management	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0205

	 	Timing Task Management	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0206

	 	Database Management	 	 	 	 	 	 	 	 	 	 	 	 
	T04-03

	 	Alarm Management	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0301

	 	Performs Critical, Major, Minor, warning alarms, verify alarm detection, alarm
generation, alarm query and mask	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0302

	 	Signaling Link Inhibit/Uninhibit	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0303

	 	Alarm History Log	 	 	 	 	 	 	 	 	 	 	 	 
	T04-04

	 	Performance Management	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0401

	 	Traffic Measurements Observing Through iManager M2000	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0402

	 	Performance Management — query measurement data using various granularity periods	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0403

	 	Performance Data Collection	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0404

	 	Local Markov Calls	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0405

	 	Edit BSS Thresholds	 	 	 	 	 	 	 	 	 	 	 	 
	T04-05

	 	Configuration Management	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0501

	 	Dynamic Sector Adding/Removing Function	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0502

	 	Dynamic Board Adding/Removing Function	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0503

	 	Configuration Management — add, delete, modify and query data in the radio layer
(system info, cell chan , etc.)	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEST CASE	 	BSC Acceptance Test Plan	 	Condition:	 	 	 	 	 	TEST CASE Sign Off	 	 
	NUMBER	 	TEST CASE	 	Pass-Fail-N/A	 	Comments	 	DATE	 	Huawei	 	CUSTOMER	 	CSR #
	T04-0504

	 	Configuration Management — add, delete, modify and query data in the transport
layer (system and physical info,etc.)	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0505

	 	For time synchronization, Primary timing source unavailable, secondary source active	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0506

	 	For transmission synchronization, Primary timing source unavailable, secondary

source active	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0507

	 	Control boards faulty, verify reliability configuration	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0508

	 	Power supply faulty, verify reliabilty configuration	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0509

	 	Test the AbortInitialize Action	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0510

	 	RAN Element Management Access	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0511

	 	Add / Edit IS2000BSS Sites and Cells	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0512

	 	ADD / Remove Neighbor	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0513

	 	Show Attributes (BSC / RBS / CDMA Channel)	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0514

	 	Synchronization (Check / Up / Down / Report)	 	 	 	 	 	 	 	 	 	 	 	 
	T04-06

	 	Radio Resource Management	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0601

	 	Radio Resource Management	 	 	 	 	 	 	 	 	 	 	 	 
	T04-07

	 	BTS Networking	 	 	 	 	 	 	 	 	 	 	 	 
	T04-0701

	 	BTS Object and Information Management Function	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T05

	 	Maintenance Function	 	 	 	 	 	 	 	 	 	 	 	 
	T05-01

	 	Equipment Maintenance	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0101

	 	Subrack Maintenance	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0102

	 	Board Maintenance	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0103

	 	Show current load of system resources	 	 	 	 	 	 	 	 	 	 	 	 
	T05-02

	 	Interface Circuit Maintenance	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0201

	 	Interface Circuit Maintenance	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0202

	 	T1 Trunk Management	 	 	 	 	 	 	 	 	 	 	 	 
	T05-03

	 	SS7 Maintenance	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0301

	 	Destination Signaling Point Management	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0302

	 	SCCP Subsystem Management	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0303

	 	MTP3 Signaling Link Set Management	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0304

	 	MTP3 Signaling Link Management	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0305

	 	ANSI Configuration	 	 	 	 	 	 	 	 	 	 	 	 
	T05-04

	 	Active-Standby Switchover	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0401

	 	CSPU Active-Standby Switchover	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0402

	 	CRMU Active-Standby Switchover	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0403

	 	CMUX Active-Standby Switchover	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0404

	 	CPCU Active-Standby Switchover	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0405

	 	CHAC Active-Standby Switchover	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0406

	 	CMPU Active-Standby Switchover	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0407

	 	CNET Active-Standby Switchover	 	 	 	 	 	 	 	 	 	 	 	 
	T05-05

	 	Link Troubleshooting	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0501

	 	BSC-BTS Link Troubleshooting	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0502

	 	BSC-MSC Link Troubleshooting	 	 	 	 	 	 	 	 	 	 	 	 
	T05-06

	 	System Test Function	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0601

	 	Subscriber Interface Tracing Test	 	 	 	 	 	 	 	 	 	 	 	 
	T05-0602

	 	System Status Monitoring	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T06

	 	CDMA2000 1X Data Service Function	 	 	 	 	 	 	 	 	 	 	 	 
	T06-01

	 	CDMA2000 1X Packet Data Call	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0101

	 	CDMA2000 1X MS Set up/Release Packet Data Service Call	 	 	 	 	 	 	 	 	 	 	 	 
	T06-02

	 	Radio Resource Allocation of CDMA2000 1X Packet Data Service	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0201

	 	Radio Resource Allocation Among Multiple CDMA2000 1X Packet Data Subscribers	 	 	 	 	 	 	 	 	 	 	 	 
	T06-03

	 	CDMA2000 1X SCH	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEST CASE	 	BSC Acceptance Test Plan	 	Condition:	 	 	 	 	 	TEST CASE Sign Off	 	 
	NUMBER	 	TEST CASE	 	Pass-Fail-N/A	 	Comments	 	DATE	 	Huawei	 	CUSTOMER	 	CSR #
	T06-0301

	 	CDMA2000 1X SCH Dynamic Allocation	 	 	 	 	 	 	 	 	 	 	 	 
	T06-04

	 	CDMA2000 1X Packet Data Call Status Change	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0401

	 	CDMA2000 1X Packet Data Service Changes from Active State to Dormant State (Network
Initiated)	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0402

	 	CDMA2000 1X Packet Data Service Changes from Active State to Dormant State (MS
Initiated)	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0403

	 	CDMA2000 1X Packet Data Service Changes from Dormant State to Active State (Network
Initiated)	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0404

	 	CDMA2000 1X Packet Data Service Changes from Dormant State to Active State (MS
Initiated)	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0405

	 	CDMA2000 1X Packet Data Service Changes from Dormant State to Null State (MS
Initiated)	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0406

	 	Speech Call with CDMA2000 1X Packet Data Service in Dormant State	 	 	 	 	 	 	 	 	 	 	 	 
	T06-05

	 	CDMA2000 1X Packet Data Service Application	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0501

	 	Web Browse	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0502

	 	FTP File Transmission (Downlink)	 	 	 	 	 	 	 	 	 	 	 	 
	T06-0503

	 	FTP File Transmission (Uplink)	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T07

	 	Switch Subsystem	 	 	 	 	 	 	 	 	 	 	 	 
	T07-01

	 	Switch Subsystem Management	 	 	 	 	 	 	 	 	 	 	 	 
	T07-0101

	 	Switch Subsystem Configuration	 	 	 	 	 	 	 	 	 	 	 	 
	T07-0102

	 	Switch Subsystem Maintenance	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T08

	 	Handoff	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0101

	 	Perform Intra-BSC Hard Handoff (different freq.)	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0102

	 	Two and Three-way Soft Handoff (Voice)	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0103

	 	Three-way Softer-Soft Handoff	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0104

	 	Intra BSC Channel Assignment Soft Handoff	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0105

	 	inter frequency idle handoff	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0106

	 	3G multi cxr hard handoff	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0107

	 	2G multi cxr hard handoff	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0108

	 	HHO using rtd	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0109

	 	Call redirection at mobile origination/termination due to blocking	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0110

	 	1X/1X softer handoff during active packet data call	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0111

	 	2G Two and Three-way Soft Handoff (Voice)	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0112

	 	soft handoff combined neighbor list message	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0113

	 	Intra BSC Hard Handoff	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0114

	 	Intra BSC Access Hand Off	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0115

	 	Intra and Inter BSC Channel Assignment Soft Handoff	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0116

	 	multi cxr frequency assignment	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0117

	 	1X/1X intra BSC soft handoff during active packet data call	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0118

	 	Intra BSS hard handoff into soft handoff	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0119

	 	Access entry handoff	 	 	 	 	 	 	 	 	 	 	 	 
	T08-0120

	 	Access handoff	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T09

	 	Miscellous	 	 	 	 	 	 	 	 	 	 	 	 
	T09-0101

	 	RC4 assignment	 	 	 	 	 	 	 	 	 	 	 	 
	T09-0102

	 	RC4 blocked assignment	 	 	 	 	 	 	 	 	 	 	 	 
	T09-0103

	 	Implement extension boundary paging in BSC	 	 	 	 	 	 	 	 	 	 	 	 
	T09-0104

	 	service negotiation msg 2G handset	 	 	 	 	 	 	 	 	 	 	 	 
	T09-0105

	 	service negotiation msg 3G handset	 	 	 	 	 	 	 	 	 	 	 	 
	T09-0106

	 	Fast forward power control	 	 	 	 	 	 	 	 	 	 	 	 
	T09-0107

	 	Reverse closed loop power control	 	 	 	 	 	 	 	 	 	 	 	 
	T09-0108

	 	forward link power control overload algorythm	 	 	 	 	 	 	 	 	 	 	 	 
	T09-0109

	 	multi cxr site load balancing	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEST CASE	 	BSC Acceptance Test Plan	 	Condition:	 	 	 	 	 	TEST CASE Sign Off	 	 
	NUMBER	 	TEST CASE	 	Pass-Fail-N/A	 	Comments	 	DATE	 	Huawei	 	CUSTOMER	 	CSR #
	T10

	 	CDMA2000 1x EV-DO High Rate Packet Data (HRPD) Service	 	 	 	 	 	 	 	 	 	 	 	 
	T10-01

	 	CDMA2000 1x EV-DO Service Maintenance	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEST CASE	 	BTS 3606A Acceptance Test Plan	 	Condition:	 	 	 	 	 	TEST CASE Sign Off	 	 
	NUMBER	 	TEST CASE	 	Pass-Fail-N/A	 	Comments	 	DATE	 	Huawei	 	CUSTOMER	 	CSR #
	T01

	 	T01 Hardware Installation Inspection
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	T01-01

	 	Cabinets (BTS3606AE)	 	 	 	 	 	 	 	 	 	 	 	 
	T01-03

	 	Layout of Cables and Fibers	 	 	 	 	 	 	 	 	 	 	 	 
	T01-04

	 	Lightning Protection and Grounding	 	 	 	 	 	 	 	 	 	 	 	 
	T01-05

	 	Connection of Power Cables	 	 	 	 	 	 	 	 	 	 	 	 
	T01-06

	 	Storage Battery or Battery Cabinet	 	 	 	 	 	 	 	 	 	 	 	 
	T01-07

	 	Antennas and Feeders	 	 	 	 	 	 	 	 	 	 	 	 
	T01-08

	 	Environment Monitoring Devices (BTS3606AE)	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T02

	 	Power-up Test	 	 	 	 	 	 	 	 	 	 	 	 
	T02-01

	 	Power Supply Unit (PSU)	 	 	 	 	 	 	 	 	 	 	 	 
	T02-02

	 	Storage Batteries	 	 	 	 	 	 	 	 	 	 	 	 
	T02-03

	 	Integrated Devices	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T03

	 	Radio Frequency (RF) Test (BTS3606AE)	 	 	 	 	 	 	 	 	 	 	 	 
	T03-01

	 	CMTR Transmit Power Test	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T04

	 	Service and Function Test	 	 	 	 	 	 	 	 	 	 	 	 
	T04-01

	 	MS Access Network after Switch-on	 	 	 	 	 	 	 	 	 	 	 	 
	T04-02

	 	MS Call Test	 	 	 	 	 	 	 	 	 	 	 	 
	T04-03

	 	MS Call Release	 	 	 	 	 	 	 	 	 	 	 	 
	T04-04

	 	Sector Call Test	 	 	 	 	 	 	 	 	 	 	 	 
	T04-05

	 	Soft/Softer Handoff	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T05

	 	O&M Function Test	 	 	 	 	 	 	 	 	 	 	 	 
	T05-01

	 	Connection and Maintenance of Telnet Maintenance Console	 	 	 	 	 	 	 	 	 	 	 	 
	T05-02

	 	Connection and Configuration of OMC	 	 	 	 	 	 	 	 	 	 	 	 
	T05-03

	 	Software Downloading and Activation	 	 	 	 	 	 	 	 	 	 	 	 
	T05-04

	 	Sector Carrier Blocking	 	 	 	 	 	 	 	 	 	 	 	 
	T05-05

	 	Sector Carrier Unblocking	 	 	 	 	 	 	 	 	 	 	 	 
	T05-06

	 	Physical Resource Blocking	 	 	 	 	 	 	 	 	 	 	 	 
	T05-07

	 	Physical Resource Unblocking	 	 	 	 	 	 	 	 	 	 	 	 
	T05-08

	 	Software and Hardware Reset of Boards	 	 	 	 	 	 	 	 	 	 	 	 
	T05-09

	 	Board Status Query	 	 	 	 	 	 	 	 	 	 	 	 
	T05-10

	 	Alarm Reporting and Query	 	 	 	 	 	 	 	 	 	 	 	 
	T05-11

	 	Board Loopback Test	 	 	 	 	 	 	 	 	 	 	 	 
	T05-12

	 	Initiating Active-Standby Switchover	 	 	 	 	 	 	 	 	 	 	 	 
	T05-13

	 	Initiating Active-Standby Switchover due to the Active Board Failure	 	 	 	 	 	 	 	 	 	 	 	 
	T05-14

	 	Version Information Query	 	 	 	 	 	 	 	 	 	 	 	 
	T05-15

	 	Resource Tracing	 	 	 	 	 	 	 	 	 	 	 	 
	T05-16

	 	Power Supply Monitoring	 	 	 	 	 	 	 	 	 	 	 	 
	T05-17

	 	BTS Recovery Tool Selective Recovery	 	 	 	 	 	 	 	 	 	 	 	 
	T05-18

	 	BTS Recovery Tool Full Recovery	 	 	 	 	 	 	 	 	 	 	 	 
	T05-19

	 	BTS Software Loading Function	 	 	 	 	 	 	 	 	 	 	 	 
	T05-20

	 	BTS Parameter Configuration	 	 	 	 	 	 	 	 	 	 	 	 
	T05-21

	 	Equipment Management	 	 	 	 	 	 	 	 	 	 	 	 
	T05-22

	 	Test Management Function	 	 	 	 	 	 	 	 	 	 	 	 
	T05-23

	 	BTS Tracing and Management	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T06

	 	Trunk Recovery and Power Failure Recovery	 	 	 	 	 	 	 	 	 	 	 	 
	T06-01

	 	Trunk Recovery	 	 	 	 	 	 	 	 	 	 	 	 
	T06-02

	 	Power Failure Recovery	 	 	 	 	 	 	 	 	 	 	 	 
	T06-03

	 	BTS Clock Synchronization Loss Recovery	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T07

	 	Outdoor BTS Monitoring Software System Test (BTS3606AE)	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	Market Provisioning Test Plan
	 
	 	 	Status	 	Phone Number	 	ESN	 	Rate Plan
	Phone 1

	 	Active
	 	 	 	 	 	A30
	Phone 2

	 	Active
	 	 	 	 	 	A30
	Phone 3

	 	Active
	 	 	 	 	 	A30
	Phone 4

	 	Active
	 	 	 	 	 	A30






	 	 	 	 	 	 	 	 	 	 	 
	DAY 1
	 	 	 	 	 	 	Outcome
	Test #	 	Owner	 	Scenario	 	Success	 	Failure	 	Comment
	1

	 	IT Launch
	 	Phones activated in 054	 	 	 	 	 	 
	2

	 	SOM
	 	Program ALL phones, OTA *228	 	 	 	 	 	 
	3

	 	SOM
	 	Label all phones 1, 2, 3, & 4	 	 	 	 	 	 
	4

	 	SOM
	 	Verify the you are able to make mobile to mobile phone calls.	 	 	 	 	 	 
	5

	 	SOM
	 	P2 call P1 verify no features, P1 call P3 verify no features,

P3 call P2 verify no features	 	 	 	 	 	 
	6

	 	SOM
	 	Change P3 to A40. P3 call 858.882.9008, verify not rated
through Voicecue	 	 	 	 	 	 
	7

	 	SOM
	 	P3 call Int/L Canada 416-597-9200, verify insufficient funds msg	 	 	 	 	 	 
	8

	 	SOM
	 	P3 call Int/L Mexico 011-52-55-5080-2000, verify insufficient

funds msg	 	 	 	 	 	 
	9

	 	SOM
	 	P1 call Alaska 907-929-3456, verify insufficient funds msg	 	 	 	 	 	 
	10

	 	IT Launch
	 	P2 changed to C45 w/ F6 add ZMM, P1 changed to C35 add F5B	 	 	 	 	 	 
	11

	 	SOM
	 	P3 call P2, verify Call ID, P1 call P2 verify Call ID, Call Wt,

VM indicator/retrieval	 	 	 	 	 	 
	12

	 	SOM
	 	P2 send txt msg to P1, verify it went through	 	 	 	 	 	 
	13

	 	SOM
	 	P2 call P1 verify Call ID, P3 call P1 verify Call ID, Call Wt,

VM indicator/retrieval	 	 	 	 	 	 
	14

	 	SOM
	 	P2 call 858.882.9173, verify not rated through Voicecue	 	 	 	 	 	 
	15

	 	SOM
	 	P2 call Int/L Canada 416-597-9200, verify insufficient funds msg	 	 	 	 	 	 
	16

	 	SOM
	 	P2 call Int/L Mexico 011-52-55-5080-2000, verify insufficient

funds msg	 	 	 	 	 	 
	17

	 	SOM
	 	P2 call Alaska 907-929-3456, verify insufficient funds msg	 	 	 	 	 	 
	18

	 	IT Launch
	 	Add CIB to P3	 	 	 	 	 	 
	19

	 	SOM
	 	P3 call P2, verify Call ID blocking	 	 	 	 	 	 
	20

	 	IT Launch
	 	Remove CIB from P3, Add HOT to P3	 	 	 	 	 	 
	21

	 	SOM
	 	P2 call P3, verify Hotline status	 	 	 	 	 	 
	22

	 	IT Launch
	 	Remove HOT from P3, add TMS to P3	 	 	 	 	 	 
	23

	 	SOM
	 	P3 send txt msg to P2, verify it went through	 	 	 	 	 	 
	24

	 	IT Launch
	 	Add MC5 to P2, verify deducts $5.00	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	Market Provisioning Test Plan
	 
	 	 	Status	 	Phone Number	 	ESN	 	Rate Plan
	Phone 1

	 	Active
	 	 	 	 	 	A30
	Phone 2

	 	Active
	 	 	 	 	 	A30
	Phone 3

	 	Active
	 	 	 	 	 	A30
	Phone 4

	 	Active
	 	 	 	 	 	A30






	 	 	 	 	 	 	 	 	 	 	 
	DAY 1
	 	 	 	 	 	 	Outcome
	Test #	 	Owner	 	Scenario	 	Success	 	Failure	 	Comment
	25

	 	IT Launch
	 	Remove TMS from P3, Add BRW to P3 and $5 to Any Use Bucket	 	 	 	 	 	 
	26

	 	SOM
	 	P3 download ringtone	 	 	 	 	 	 
	27

	 	IT Launch
	 	Verify downloaded rated at $2.99/ringtone	 	 	 	 	 	 
	28

	 	IT Launch
	 	Remove BRW from P3, Add MMS to P3	 	 	 	 	 	 
	29

	 	SOM
	 	P3 send picture msg to P2, verify pic msg sent/received	 	 	 	 	 	 
	30

	 	SOM
	 	P2 send picture msg to P3, verify pic msg sent/received	 	 	 	 	 	 
	31

	 	IT Launch
	 	Remove MMS from P3, Add MMR to P3	 	 	 	 	 	 
	32

	 	SOM
	 	P2 send picture msg to P3, verify pic msg sent/received	 	 	 	 	 	 
	33

	 	SOM
	 	P3 send picture msg to P2, verify pic msg not sent	 	 	 	 	 	 
	34

	 	IT Launch
	 	Add VAC to P1	 	 	 	 	 	 
	35

	 	SOM
	 	P2 call P1, verify call does not go through	 	 	 	 	 	 
	36

	 	IT Launch
	 	Remove VAC from P1, Add CIB to P1	 	 	 	 	 	 
	37

	 	SOM
	 	P1 call P3, verify Call ID Blocking	 	 	 	 	 	 
	38

	 	IT Launch
	 	Remove CIB from P1, Add HOT to P1	 	 	 	 	 	 
	39

	 	SOM
	 	P3 call P1, verify hotline status	 	 	 	 	 	 
	40

	 	IT Launch
	 	Add BRW to P2 and $7 to Any Use bucket	 	 	 	 	 	 
	41

	 	SOM
	 	P2 download game	 	 	 	 	 	 
	42

	 	IT Launch
	 	Verify downloaded rated at $5.99/ringtone	 	 	 	 	 	 
	43

	 	IT Launch
	 	Add DAT to P4	 	 	 	 	 	 
	44

	 	SOM
	 	P4 browse WEB Portal, verify cannot select category	 	 	 	 	 	 
	45

	 	IT Launch
	 	Remove DAT from P4, Add WAP to P4	 	 	 	 	 	 
	46

	 	SOM
	 	P4 utilize WEB Portal	 	 	 	 	 	 
	47

	 	IT Launch
	 	Remove WAP from P4, Add UDA to P4	 	 	 	 	 	 
	48

	 	SOM
	 	P4 call 411	 	 	 	 	 	 
	49

	 	IT Launch
	 	Verify OI 23, and DA not rated through VC	 	 	 	 	 	 
	50

	 	IT Launch
	 	Remove UDA from P4, verify OI returns to 6	 	 	 	 	 	 
	51

	 	SOM
	 	Test VOIP number (VOIP NUMBER 1/VOIP NUMBER 2), 611	 	 	 	 	 	 
	52

	 	IT Launch
	 	Call P1, P2, P3, P4	 	 	 	 	 	 
	53

	 	IT Launch
	 	Send txt msg to P2 from Non-Cricket phone (858-220-0448)	 	 	 	 	 	 
	54

	 	IT Launch
	 	Send txt msg to P1 from website.	 	 	 	 	 	 
	55

	 	SOM
	 	Send txt msg to P3 from Non-Cricket phone () within market (LEX
phone number)	 	 	 	 	 	 
	56

	 	SOM
	 	*PAY	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	Market Provisioning Test Plan
	 
	 	 	Status	 	Phone Number	 	ESN	 	Rate Plan
	Phone 1

	 	Active
	 	 	 	 	 	A30
	Phone 2

	 	Active
	 	 	 	 	 	A30
	Phone 3

	 	Active
	 	 	 	 	 	A30
	Phone 4

	 	Active
	 	 	 	 	 	A30






	 	 	 	 	 	 	 	 	 	 	 
	VOICECUE
	 	 	 	 	 	 	Outcome
	Test #	 	Owner	 	Scenario	 	Success	 	Failure	 	Comment
	1

	 	IT Launch
	 	Remove HOT from P3, add $5 to CANMEX bucket for
P3	 	 	 	 	 	 
	2

	 	SOM
	 	P3 call Int/L Canada 416-597-9200	 	 	 	 	 	 
	3

	 	IT Launch
	 	Verify call rated at $0.05/min	 	 	 	 	 	 
	4

	 	SOM
	 	P3 call Int/L Mexico 011-52-55-5080-2000	 	 	 	 	 	 
	5

	 	IT Launch
	 	Verify call rated at $0.05/min	 	 	 	 	 	 
	6

	 	IT Launch
	 	Add $10 to Any Use bucket for P3	 	 	 	 	 	 
	7

	 	SOM
	 	P3 call Alaska 907-929-3456	 	 	 	 	 	 
	8

	 	IT Launch
	 	Verify call rated at $0.08/min	 	 	 	 	 	 
	9

	 	IT Launch
	 	Add $2 to Monthly DA bucket for P3	 	 	 	 	 	 
	10

	 	SOM
	 	P3 call DA	 	 	 	 	 	 
	11

	 	IT Launch
	 	Verify call rated at $1.00 from Monthly DA bucket	 	 	 	 	 	 
	12

	 	SOM
	 	P3 call Intl France 011 331 431 22 222	 	 	 	 	 	 
	13

	 	IT Launch
	 	Verify P1 call rated through VC at $0.10	 	 	 	 	 	 
	14

	 	SOM
	 	P3 call Intl England 011 44 20 7600 3699	 	 	 	 	 	 
	15

	 	IT Launch
	 	Verify P3 call rated through VC at $0.10	 	 	 	 	 	 
	16

	 	SOM
	 	P3 call Intl Portugal 011 351 217 273 300	 	 	 	 	 	 
	17

	 	IT Launch
	 	Verify P3 call rated through VC at $0.10	 	 	 	 	 	 
	18

	 	SOM
	 	P3 called intl Romania 011 40 21 200 3381	 	 	 	 	 	 
	19

	 	IT Launch
	 	Verify P3 call rated through VC at $0.20	 	 	 	 	 	 
	20

	 	SOM
	 	P3 called intl Belize 011 501 223 0802	 	 	 	 	 	 
	21

	 	IT Launch
	 	Verify P3 call rated through VC at $0.30	 	 	 	 	 	 
	22

	 	SOM
	 	P3 called intl Haiti 011 509 222 0200	 	 	 	 	 	 
	23

	 	IT Launch
	 	Verify P3 call rated through VC at $0.60	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	Market Provisioning Test Plan
	 
	 	 	Status	 	Phone Number	 	ESN	 	Rate Plan
	Phone 1

	 	Active
	 	 	 	 	 	A30
	Phone 2

	 	Active
	 	 	 	 	 	A30
	Phone 3

	 	Active
	 	 	 	 	 	A30
	Phone 4

	 	Active
	 	 	 	 	 	A30







 











 





In the event of any conflict or inconsistency between the terms of the Amended and Restated
System Equipment Purchase Agreement and this exhibit, such conflict or inconsistency
shall be resolved by giving precedence to the Agreement.




Exhibit V




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Call	 	 	 	 	 	 	 	 	 	 	 	 	 	Special
	Model #	 	Call Scenario	 	Calling Number	 	Called Number	 	Date	 	Start Time	 	Duration	 	Instructions/Comments
	1

	 	L/M -> L/M (M/M)	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	L/M -> 611 (M/L)	 	 	 	 	 	 	 	 	 	 	 	 
	4

	 	L/M -> 911 (M/L)	 	 	 	 	 	 	 	 	 	 	 	 
	5

	 	L/M -> 800 NXX Line	 	 	 	 	 	 	 	 	 	 	 	 
	8

	 	L/M -> L/L	 	 	 	 	 	 	 	 	 	 	 	 
	9

	 	L/M -> T/L

Interlata/Intrastate	 	 	 	 	 	 	 	 	 	 	 	 
	10

	 	L/M -> T/L

Intralata/Interstate	 	 	 	 	 	 	 	 	 	 	 	 
	11

	 	L/M -> T/L

Interstate	 	 	 	 	 	 	 	 	 	 	 	 
	12

	 	L/M — T/L 

U.S. Territories	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	*Not critical, but if you can perform, please do	 	 	 	 	 	 	 	 	 	 	 	 
	14

	 	L/M -> to Mexico
International	 	 	 	 	 	 	 	 	 	 	 	 
	15

	 	L/M -> 1+ to Canada
International	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Call	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Model #	 	Call Scenario	 	 	 	 	 	 	 	 	 	 	 	 
	16

	 	L/M -> 7 Digit Dial	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	*If market supports this	 	 	 	 	 	 	 	 	 	 	 	 
	17

	 	L/M 1 + 7 Digit Dial	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	*If market supports this	 	 	 	 	 	 	 	 	 	 	 	 
	18

	 	Lost Signal

Dropped Call	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	*Not critical, but if you can perform, please do	 	 	 	 	 	 	 	 	 	 	 	 
	19

	 	L/L -> L/M L- M

(Incoming)	 	 	 	 	 	 	 	 	 	 	 	 
	20

	 	L/M -> L/M

M -M (busy) >

30sec	 	 	 	 	 	 	 	 	 	 	 	 
	21

	 	L/M -> L/M

M-M (busy) < 30sec	 	 	 	 	 	 	 	 	 	 	 	 
	22

	 	L/M -> L/L

M-L (busy) > 30secs	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Call	 	 	 	 	 	 	 	 	 	 	 	 	 	Special
	Model #	 	Call Scenario	 	Calling Number	 	Called Number	 	Date	 	Start Time	 	Duration	 	Instructions/Comments
	23

	 	L/M -> L/L

M-L (Busy) < 30secs	 	 	 	 	 	 	 	 	 	 	 	 
	24

	 	L/M -> Star (*) Calls	 	 	 	 	 	 	 	 	 	 	 	 
	26

	 	L/M -> # Calls	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	*If market supports this	 	 	 	 	 	 	 	 	 	 	 	 
	27

	 	L/M -> 411(DA)	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Call	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Model #	 	Call Scenario	 	 	 	 	 	 	 	 	 	 	 	Insufficient Balance
	28

	 	L/M -> 555-1212 (DA)
	 	 	 	 	 	 	 	 	 	 	 	Insufficient Balance
	30

	 	L/M -> 411 (DACC)

Local Call Completion	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	*If market supports this	 	 	 	 	 	 	 	 	 	 	 	 
	31

	 	L/M -> 411 (DACC)

LD Call Completion	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	*If market supports this	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Special
	Call	 	 	 	 	 	 	 	 	 	 	 	 	 	Instructions/
	Model #	 	Call Scenario	 	 	 	 	 	 	 	 	 	 	 	Comments
	Call Waiting Call Series	 	 	 	 	 	 	 	 	 	 	 	 
	100-1

	 	1. A L/M->B L/M , CW 

2. C L/M -> A L/M	 	 	 	 	 	 	 	 	 	 	 	 
	100-2

	 	1. A L/M->B L/M , CW 

2. C L/M -> A L/M	 	 	 	 	 	 	 	 	 	 	 	 
	101-1

	 	1. A L/M -> Land , CW 

2. C L/M -> A L/M	 	 	 	 	 	 	 	 	 	 	 	 
	101-2

	 	1. A L/M -> Land , CW 

2. C L/M -> A L/M	 	 	 	 	 	 	 	 	 	 	 	 
	102-1

	 	1. A L/M -> B L/M . CW	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2. C L/M -> A L/M *	 	 	 	 	 	Busy
	 	 	 	 
	102-2

	 	1. A L/M -> B L/M . CW	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2. C L/M -> A L/M *	 	 	 	 	 	Busy
	 	 	 	 
	103-1

	 	1. A L/M -> Land . CW 

2. C L/M -> A L/M *	 	 	 	 	 	 	 	 	 	 	 	 
	103-2

	 	1. A L/M -> Land . CW 

2. C L/M -> A L/M *	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Special
	Call	 	 	 	 	 	 	 	 	 	 	 	 	 	Instructions/
	Model #	 	Call Scenario	 	 	 	 	 	 	 	 	 	 	 	Comments
	104-1

	 	1. A L/M -> Land T/L 

2. C L/M -> A L/M *	 	 	 	 	 	 	 	 	 	 	 	 
	104-2

	 	1. A L/M -> Land T/L 

2. C L/M -> A L/M *	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	105-1

	 	1.A L/M -> B L/M. CW 

2. T/L -> A L/M *	 	 	 	 	 	 	 	 	 	 	 	 
	105-2

	 	1. A L/M -> B L/M. CW 

2. T/L -> A L/M *	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Call	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Model #	 	Call Scenario	 	 	 	 	 	 	 	 	 	 	 	 
	Three-Way Calling Series	 	 	 	 	 	 	 	 	 	 	 	 
	150-1

	 	1. A L/M ->B L/M, then 

2. A L/M -> C L/M	 	 	 	 	 	 	 	 	 	 	 	 
	150-2

	 	1. A L/M ->B L/M, then 

2. A L/M -> C L/M	 	 	 	 	 	 	 	 	 	 	 	 
	151 -1

	 	1. A L/M ->B L/M, then 

2 B L/M -> C L/M.	 	 	 	 	 	 	 	 	 	 	 	 
	151 -2

	 	1. A L/M ->B L/M, then 

2 B L/M -> C L/M.	 	 	 	 	 	 	 	 	 	 	 	 
	152-1

	 	1. A L/M ->B L/M, then 

2. B L/M ->C L/M busy	 	 	 	 	 	 	 	 	 	 	 	 
	152-2

	 	1. A L/M ->B L/M, then 

2. B L/M ->C L/M,busy	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Call	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Delivery	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Series	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	400

	 	Call Delivery L-M	 	 	 	 	 	 	 	 	 	 	 	 
	400

	 	Call Delivery M-M	 	 	 	 	 	 	 	 	 	 	 	 
	401

	 	Call Delivery L-M-L	 	 	 	 	 	 	 	 	 	 	 	 
	402

	 	Call Delivery L-M-M	 	 	 	 	 	 	 	 	 	 	 	 






 









 






Voice Mail Series




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Call	 	 	 	 	 	 	 	 	 	Start	 	 	 	Special
	Model #	 	Call Scenario	 	 	 	 	 	 	 	Time	 	Duration	 	Instructions/Comments
	500

	 	VM Deposit

A L/M -> B L/M	 	 	 	 	 	 	 	 	 	 	 	 
	501

	 	VM Deposit

L/L -> B L/M	 	 	 	 	 	 	 	 	 	 	 	 
	502

	 	VM Retrieve

B L/M -> B L/M
	 	 	 	 	 	 	 	 	 	 	 	Dial own 10 digit number
	504-1

	 	VM Retrieve

B L/M -> B L/M
	 	 	 	 	 	 	 	 	 	 	 	Any special translation
numbers (Star codes,
etc.) Please note code used






Miscellaneous Call Series




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Call	 	 	 	 	 	 	 	 	 	Start	 	 	 	Special
	Model #	 	Call Scenario	 	 	 	 	 	 	 	Time	 	Duration	 	Instructions/Comments
	600

	 	Additional Call Types	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	L/M-> ANY 10 DIGIT

ENDING IN 911

*Not critical, but

if you can perform,

please do	 	 	 	 	 	 	 	 	 	 	 	 





Number Pooling Call
Series (P = Pooled Number)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Call	 	 	 	 	 	 	 	 	 	 	 	 	 	Special
	Model #	 	Call Scenario	 	 	 	 	 	 	 	 	 	 	 	Instructions/Comments
	702-1

	 	P/L/M -> P/L/M

(MIN1MDN)	 	 	 	 	 	 	 	 	 	 	 	 
	703-1

	 	P/L/M -> L/M

(MIN1MDN)	 	 	 	 	 	 	 	 	 	 	 	 
	707-1

	 	P/L/M -> F/M

(MIN1MDN)	 	 	 	 	 	 	 	 	 	 	 	 
	709-1

	 	P/L/M -> L/L

(MIN1MDN)	 	 	 	 	 	 	 	 	 	 	 	 
	711-1

	 	P/L/M -> T/L

(MIN1MDN)	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	*Long Distance	 	 	 	 	 	 	 	 	 	 	 	 
	712-1

	 	VM Deposit  — P/L/M -> P/L/M
(MIN1MDN)	 	 	 	 	 	 	 	 	 	 	 	 
	714-1

	 	P/L/M -> 911

(MIN1MDN)	 	 	 	 	 	 	 	 	 	 	 	 
	715-1

	 	P/L/M -> Customer 

Care (611)

(MIN1MDN)	 	 	 	 	 	 	 	 	 	 	 	 








 




			
	 	 	Notes:
	 
	1.	 	These test items are AMA test items. Cricket shall develop the ATP test plan and execute all
tests. Huawei provides interface support.
	 
	2.	 	If third party fails any test which is not caused by Huawei system, there shall be no impact
on Huawei system acceptance




 









 










Market Provisioning Test Plan




	 	 	 	 	 	 	 	 	 
	 	 	Status	 	Phone Number	 	ESN	 	Rate Plan
	Phone 1

	 	Active
	 	 	 	 	 	PP0
	Phone 2

	 	Active
	 	 	 	 	 	PP0
	Phone 3

	 	Active
	 	 	 	 	 	PP0






DAY 1




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Outcome
	Test #	 	Owner	 	Scenario	 	Success	 	Failure	 	Comment
	1

	 	IT Launch
	 	Phones activated in 054	 	 	 	 	 	 
	2

	 	SOM
	 	Program ALL phones, OTA *228	 	 	 	 	 	 
	3

	 	SOM
	 	Label all phones 1, 2, & 3	 	 	 	 	 	 
	4

	 	SOM
	 	Verify the you are able to make mobile to mobile phone calls.	 	 	 	 	 	 
	5

	 	SOM
	 	P3 call P2, verify Call ID, P1 call P2 verify Call ID, Call

Wt, VM indicator/retrieval	 	 	 	 	 	 
	6

	 	SOM
	 	502-224-1010 (M) call P1, verify Call ID, 502-327-7183 (LL)
call P1 verify Call ID, Call Wt, VM indicator/retrieval	 	 	 	 	 	 
	7

	 	SOM
	 	P1 call P2, P1 call P3; connect 3-way	 	 	 	 	 	 
	8

	 	SOM
	 	P2 send P1 txt msg, verify msg indicator	 	 	 	 	 	 






VOICECUE





 












 





In the event of any conflict or inconsistency between the terms of the Amended and Restated
System Equipment Purchase Agreement and this exhibit, such conflict or inconsistency
shall be resolved by giving precedence to the Agreement.




Exhibit V

DACC/UDA

Technical Implementation

End-to-End Test Plan




Version # 1

Date June 14, 2006





	 	1	 	DACC/DA Technical Implementation End-to-End Test Plan
	 
	 	1.1	 	Background




The following information was copied from “UDA Product Specification 060428 draft 3 2”.



Cricket currently has a Directory Assistance (DA) product. Customers can dial 411 and request a
phone number for a person or business. Customers are given the phone number which they must then
dial to be connected as their call is not automatically connected to the requested number.



Several Cricket rate plans have two or three DA calls included with the price of the rate plan,
such as Cricket Unlimited Access, Cricket Unlimited Plus, Cricket +2, and Cricket Talk. Customers
who do not have DA calls included with their rate plan (as well as those who do but need to make
additional 411 calls) can purchase DA calls on a prepaid basis at $1 per call. Funds to purchase
DA calls are deducted from the customer’s Flex Bucket.




Changes to the current DA
offering are:



Offer an ‘unlimited’ DA feature. This feature will only be available to customers on currently
offered rate plans except C30, C35 and A30 and A35.



Implement Call Completion for customers that are on any unlimited long distance (LD) plan. This
includes legacy plans such as Cricket Unlimited as well as the current Cricket Unlimited Access
Plan and Cricket Unlimited Plus Plan.




Implement CC for Jump customers. This is on a per minute and per call basis.




Implement CC for customers when they are roaming. This is on a per minute and per call basis.



The two free DA calls must also be removed from the A45 and C45 rate plans when UDA is implemented.
I.T. must create a new feature package.



Customers who do not purchase the unlimited DA feature will still be able to place 411 calls as
they do today at a fee of $1.00 per transaction. Customers who are on an unlimited LD rate plan
will also have their calls completed.




See chart below for functionality by rate plan.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rate Plans	 	 	 	 	 	 	 	 	 	 	 	 	 	Legacy	 	Legacy
	 	 	A/C 30	 	A/C 35	 	A/C 40	 	A/C 45	 	JUMP	 	ROAMING	 	With ULD	 	Without ULD
	FUNCTIONALITY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Purchase Unlimited DA

	 	 	 	 	 	X
	 	X	 	 	 	 	 	 	 	 
	Purchase Transactional DA

	 	X
	 	X
	 	X
	 	X
	 	X
	 	X
	 	X
	 	X
	Have Calls Completed if on UDA

	 	 	 	 	 	X
	 	X	 	 	 	 	 	 	 	 
	Have Calls Completed if not on UDA

	 	 	 	 	 	X
	 	X
	 	X
	 	X
	 	X	 	 







	 	1.2	 	Testing Scope




The tests documented in this plan cover only the technical implementation and testing for OI23,
which includes:





	 	–	 	Full English Automation
	 
	 	–	 	Partial English Automation
	 
	 	–	 	Partial Spanish Automation
	 
	 	–	 	Testing UDA scenarios on AC 40 & AC 45 rate plans, including those with & without ECA, and in Local & Roaming markets
	 
	 	–	 	Testing DACC scenarios
	 
	 	–	 	Testing of JUMP scenarios

	 





 









 





Tests not within the scope of this plan are:





	 	–	 	Customer/sales experience in adding the UDA feature to the rate plan
	 
	 	–	 	Testing/validation of data/information passing from POS to call implementation






	 	1.3	 	Testing Logistics




In order to test all of the scenarios, test phones will need to be set up as follows:





	 	1.	 	Local market test phone on customer rate plan (details for each test scenario are listed in the test cases)
	 
	 	2.	 	Ability to change rate plans, add and remove ECA and Funds
	 
	 	3.	 	Roaming test phone for the market, on customer rate plan
	 
	 	4.	 	Ability to change rate plans, add and remove ECA and Funds





2. Call Flows














 









 





3. UDA/DACC Test Cases: OI 23, 13, 8

A. AC40 — Local




1. AC40, no UDA, no ECA, no Funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is
routed to DID #
602-458-8893	 	 	 	 
	 

	 	 	 	Hear message(s)	 	 	 	 
	 

	 	 	 	1. (no funds)	 	 	 	 
	 

	 	 	 	2. Call is ended	 	 	 	 






2. AC40, UDA, No ECA, no Funds




	 	 	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID
# 602-458-8893	 	 
	 

	 	 	 	Hear message(s)	 	 
	 

	 	 	 	“Cricket Directory
assistance.” “For English
please stay on the line or
press 1. Para Espanol, oprima
dos.”	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and
state please?”	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing	 	 
	 

	 	Say “time & temperature”
	 	Hear audio response for
listing (may hear “we have a
listing for X, would you like
that one?”)	 	 
	 

	 	Remain online
	 	Hear “Please hold while your
call is being connected”	 	 
	 

	 	Remain online
	 	Connected to requested number	 	 






3. AC40, UDA, ECA, no funds




	 	 	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial
555-1212
	 	Verify call is routed to DID
# 602-458-8893	 	 
	 

	 	 	 	Hear message(s)	 	 
	 

	 	 	 	“Cricket Directory
assistance.” “For English
please stay on the line or
press 1. Para Espanol,
oprima dos.”	 	 
	 

	 	Press 1
	 	Hear prompt “What city and
state please?”	 	 
	 

	 	Remain silent
	 	Forwarded to Eng speaking
operator... — they conduct
search (asking for city &
state and listing)	 	 
	 

	 	Respond to agent
with city, state,,
& listing, time &
temperature
	 	Operator thanks you for
calling and sends you to
automation with listing
information.	 	 
	 

	 	Remain online
	 	Hear “Please hold while your
call is being connected”	 	 
	 

	 	Remain online
	 	Connected to requested number	 	 






4. AC40, UDA, ECA, FUNDS

Will test in English but verify go to Spanish operator




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset(NPA)
555-1212
	 	Verify call is routed to DID
# 602-458-8893	 	 	 	 
	 

	 	 	 	Hear message(s)	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	“Cricket Directory
assistance.” “For English
please stay on the line or
press 1. Para Espanol,
oprima dos.”	 	 	 	 
	 

	 	Press 2
	 	Routed to Spanish speaking
operator — conducting
search by asking for city,
state, and listing	 	 	 	 
	 

	 	Tell operator you
are conducting a
test, (if you are
not fluent in
Spanish, they do
all speak English)
— respond with
city, state and
request Time &
Temperature
	 	Operator thanks you for
calling and sends you to
automation with listing
information.	 	 	 	 
	 

	 	Remain online
	 	Hear “Please remain on the
line, your call is being
connected at no additional
charge” — (in Spanish)	 	 	 	 
	 

	 	Remain online
	 	Connected to requested number	 	 	 	 






5. AC40. no UDA, ECA, Funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID
# 602-458-8879	 	 	 	 
	 

	 	 	 	Hear message(s)	 	 	 	 
	 

	 	 	 	“Cricket Directory
assistance.” “For English
please stay on the line or
press 1. Para Espanol, oprima
dos.”	 	 	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and
state please?”	 	 	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing	 	 	 	 
	 

	 	Say “time & temperature”
	 	Hear audio response for
listing (may hear “we have a
listing for X, would you like
that one?”)	 	 	 	 
	 

	 	Remain online
	 	Hear “Please hold while your
call is being connected”	 	 	 	 
	 

	 	Remain online
	 	Connected to requested number	 	 	 	 






 









 





6. AC40, no UDA, no ECA, Funds




	 	 	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID
# 602-458-8879	 	 
	 

	 	 	 	Hear message(s)	 	 
	 

	 	 	 	“Cricket Directory
assistance.” “For English
please stay on the line or
press 1. Para Espanol, oprima
dos.”	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and
state please?”	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing	 	 
	 

	 	Say “time & temperature”
	 	Hear audio response for
listing (may hear “we have a
listing for X, would you like
that one?”)	 	 
	 

	 	Remain online
	 	Hear “the number you have
requested is (NPA) NXX-xxxx,
again, that number is (NPA)
NXX — xxxx.”	 	 
	 

	 	Remain online
	 	Hear prompt “For another
listing, press 1”	 	 
	 

	 	End call
	 	No further action required	 	 






B. AC45 — local




1. AC45, no UDA, no ECA, no Funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is
routed to DID #
602-458-8893	 	 	 	 
	 

	 	 	 	Hear message(s)	 	 	 	 
	 

	 	 	 	1. (no funds)	 	 	 	 
	 

	 	 	 	2. Call is ended	 	 	 	 






2. AC45, UDA, No ECA, no Funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID
# 602-458-8893	 	 	 	 
	 

	 	 	 	Hear message(s)	 	 	 	 
	 

	 	 	 	“Cricket Directory
assistance.” “For English
please stay on the line or
press 1. Para Espanol, oprima
dos.”	 	 	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and
state please?”	 	 	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing	 	 	 	 
	 

	 	Say “time & temperature”
	 	Hear audio response for
listing (may hear “we have a
listing for X, would you like
that one?”)	 	 	 	 
	 

	 	Remain online
	 	Hear “Please hold while your
call is being connected”	 	 	 	 
	 

	 	Remain online
	 	Connected to requested number	 	 	 	 






3. AC45, UDA, ECA, no funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial
555-1212
	 	Verify call is routed to DID
# 602-458-8893	 	 	 	 
	 

	 	 	 	Hear message(s)	 	 	 	 
	 

	 	 	 	“Cricket Directory
assistance.” “For English
please stay on the line or
press 1. Para Espanol,
oprima dos.”	 	 	 	 
	 

	 	Press 1
	 	Hear prompt “What city and
state please?”	 	 	 	 
	 

	 	Remain silent
	 	Forwarded to Eng speaking
operator... — they conduct
search (asking for city &
state and listing)	 	 	 	 
	 

	 	Respond to agent
with city, state,,
& listing, time &
temperature
	 	Operator thanks you for
calling and sends you to
automation with listing
information.	 	 	 	 
	 

	 	Remain online
	 	Hear “Please hold while your
call is being connected”	 	 	 	 
	 

	 	Remain online
	 	Connected to requested number	 	 	 	 






4. AC45, UDA, ECA, FUNDS

Will test in English but verify go to Spanish operator




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset(NPA)
555-1212
	 	Verify call is routed to DID
# 602-458-8893	 	 	 	 
	 

	 	 	 	Hear message(s)	 	 	 	 
	 

	 	 	 	“Cricket Directory
assistance.” “For English
please stay on the line or
press 1. Para Espanol,
oprima dos.”	 	 	 	 
	 

	 	Press 2
	 	Routed to Spanish speaking
operator — conducting
search by asking for city,
state, and listing	 	 	 	 
	 

	 	Tell operator you
are conducting a
test, (if you are
not fluent in
Spanish, they do
all speak English)
— respond with
city, state and
request Time &
Temperature
	 	Operator thanks you for
calling and sends you to
automation with listing
information.	 	 	 	 
	 

	 	Remain online
	 	Hear “Please remain on the
line, your call is being
connected at no additional
charge” — (in Spanish)	 	 	 	 
	 

	 	Remain online
	 	Connected to requested number	 	 	 	 






5. AC45. no UDA, ECA, Funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID
# 602-458-8879	 	 	 	 
	 

	 	 	 	Hear message(s)	 	 	 	 
	 

	 	 	 	“Cricket Directory
assistance.” “For English
please stay on the line or
press 1. Para Espanol, oprima
dos.”	 	 	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and
state please?”	 	 	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing	 	 	 	 
	 

	 	Say “time & temperature”
	 	Hear audio response for
listing (may hear “we have a
listing for X, would you like
that one?”)	 	 	 	 
	 

	 	Remain online
	 	Hear “Please hold while your
call is being connected”	 	 	 	 
	 

	 	Remain online
	 	Connected to requested number	 	 	 	 







 











 





6. AC45, no UDA, no ECA, Funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID # 602-458-8879
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“Cricket Directory assistance.” “For English please stay on the line or press 1. Para Espanol, oprima dos.”	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and state please?”
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say “time & temperature”
	 	Hear audio response for listing (may hear “we have a listing for X, would you like that one?”)
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear “the number you have requested is (NPA) NXX-xxxx, again, that number is (NPA) NXX – xxxx.”
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear prompt “For another listing, press 1”
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	End call
	 	No further action required
	 	 
	 	 






C. AC40 ROAMING




1. AC40 roaming, no UDA, no ECA, no Funds




	 	 	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID # 602-458-8879  
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)  
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	1. (no funds)	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	2. Call is ended	 	 






     2. AC40 roaming, UDA, No ECA, no Funds



	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID # 602-458-8879
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“Cricket Directory assistance.” “For English please stay on the line or press 1. Para Espanol, oprima dos.”	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and state please?”
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say “time & temperature”
	 	Hear audio response for listing (may hear “we have a listing for X, would you like that one?”)
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear “Please hold while your call is being connected”
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Connected to requested number
	 	 
	 	 






3. AC40 roaming, UDA, ECA, no funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 555-1212
	 	Verify call is routed to DID # 602-458-8879  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“Cricket Directory assistance.” “For English please stay on the line or press 1. Para Espanol, oprima dos.”	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Press 1
	 	Hear prompt “What city and state please?”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain silent
	 	Forwarded to Eng speaking operator...  — they conduct search (asking for city & state and listing)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Respond to agent with
city, state,, & listing,
time & temperature
	 	Operator thanks you for calling and sends you to automation with listing information.  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear “Please hold while your call is being connected”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Connected to requested number  
	 	 	 	 






4. AC40 roaming, UDA, ECA, FUNDS




Will test in English but verify go to Spanish operator




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset(NPA) 555-1212
	 	Verify call is routed to DID # 602-458-8879  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“Cricket Directory assistance.” “For English please stay on the line or press 1. Para Espanol, oprima dos.”	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Press 2
	 	Routed to Spanish speaking operator – conducting search by asking for city, state, and listing  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Tell operator you are
conducting a test, (if
you are not fluent in
Spanish, they do all
speak English) – respond
with city, state and
request Time &
Temperature
	 	Operator thanks you for calling and sends you to automation with listing information.  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear “Please remain on the line, your call is being connected at no additional charge” – (in Spanish)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Connected to requested number  
	 	 	 	 






 









 






5. AC40 roaming, no UDA, ECA, Funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID # 602-458-8879  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“Cricket Directory assistance.” “For English please stay on the line or press 1. Para Espanol, oprima dos.”	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and state please?”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say “time & temperature”
	 	Hear audio response for listing (may hear “we have a listing for X, would you like that one?”)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear “Please hold while your call is being connected”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Connected to requested number  
	 	 	 	 






6. AC40 roaming, no UDA, no ECA, Funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID # 602-458-8879  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“Cricket Directory assistance.” “For English please stay on the line or press 1. Para Espanol, oprima dos.”	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and state please?”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say “time & temperature”
	 	Hear audio response for listing (may hear “we have a listing for X, would you like that one?”)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear “the number you have requested is (NPA) NXX-xxxx, again, that number is (NPA) NXX – xxxx.”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear prompt “For another listing, press 1”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	End call
	 	No further action required  
	 	 	 	 






D. AC45 ROAMING




1. AC45 roaming, no UDA, no ECA, no Funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID # 602-458-8879  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	1. (no funds)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	2. Call is ended	 	 	 	 






2. AC45 roaming, UDA, No ECA, no Funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID # 602-458-8879  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“Cricket Directory assistance.” “For English please stay on the line or press 1. Para Espanol, oprima dos.”	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and state please?”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say “time & temperature”
	 	Hear audio response for listing (may hear “we have a listing for X, would you like that one?”)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear “Please hold while your call is being connected”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Connected to requested number  
	 	 	 	 






3. AC45 roaming, UDA, ECA, no funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 555-1212
	 	Verify call is routed to DID # 602-458-8879  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“Cricket Directory assistance.” “For English please stay on the line or press 1. Para Espanol, oprima dos.”	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Press 1
	 	Hear prompt “What city and state please?”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain silent
	 	Forwarded to Eng speaking operator...  — they conduct search (asking for city & state and listing)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Respond to agent with
city, state,, & listing,
time & temperature
	 	Operator thanks you for calling and sends you to automation with listing information.  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear “Please hold while your call is being connected”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Connected to requested number  
	 	 	 	 






4. AC45 roaming, UDA, ECA, FUNDS





Will test in English but verify go to Spanish operator




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset(NPA) 555-1212
	 	Verify call is routed to DID # 602-458-8879  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“Cricket Directory assistance.” “For English please stay on the line or press 1. Para Espanol, oprima dos.”	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Press 2
	 	Routed to Spanish speaking operator – conducting search by asking for city, state, and listing  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Tell operator you are
conducting a test, (if
you are not fluent in
Spanish, they do all
speak English) – respond
with city, state and
request Time &
Temperature
	 	Operator thanks you for calling and sends you to automation with listing information.  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear “Please remain on the line, your call is being connected at no additional charge” – (in Spanish)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Connected to requested number  
	 	 	 	 






 









 





5. AC45 roaming, no UDA, ECA, Funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID # 602-458-8879  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“Cricket Directory assistance.” “For English please stay on the line or press 1. Para Espanol, oprima dos.”	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and state please?”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say “time & temperature”
	 	Hear audio response for listing (may hear “we have a listing for X, would you like that one?”)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear “Please hold while your call is being connected”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Connected to requested number  
	 	 	 	 






6. AC45 roaming, no UDA, no ECA, Funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID # 602-458-8879  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“Cricket Directory assistance.” “For English please stay on the line or press 1. Para Espanol, oprima dos.”	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and state please?”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say “time & temperature”
	 	Hear audio response for listing (may hear “we have a listing for X, would you like that one?”)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear “the number you have requested is (NPA) NXX-xxxx, again, that number is (NPA) NXX – xxxx.”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear prompt “For another listing, press 1”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	End call
	 	No further action required  
	 	 	 	 






E. UDA/DACC Test Cases: OI 6, 11




1. C35, no ECA, no funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID # 602-458-8737
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	1. (no funds)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	2. Call is ended	 	 	 	 






2. C35, no ECA, funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID # 602-458-8737
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“Cricket Directory assistance.” “For English please stay on the line or press 1. Para Espanol, oprima dos.”	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and state please?”
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say “time & temperature”
	 	 Hear audio response for listing (may hear “we have a listing for X, would you like that one?”)
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear “The number is (NPA) NXX-XXXX Once again that number is (NPA) NXX-XXXX. For another listing, press 1”
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Call ended
	 	 
	 	 






3. C35, with ECA, funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID # 602-458-8737  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“Cricket Directory assistance.” “For English please stay on the line or press 1. Para Espanol, oprima dos.”	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and state please?”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say “time & temperature”
	 	Hear audio response for listing (may hear “we have a listing for X, would you like that one?”)  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear “The number is (NPA) NXX-XXXX Once again that number is (NPA) NXX-XXXX. For another listing, press 1”  
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Call ended  
	 	 	 	 






F. UDA/DACC test cases: OI12




1. JUMP local, no funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID # 602-458-8875
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	1. (no funds)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	2. Call is ended	 	 	 	 






 









 






2. JUMP local, funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID # 602-458-8875
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“Jump Directory assistance.” “For English please stay on the line or press 1. Para Espanol, oprima dos.”	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and state please?”
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say “time & temperature”
	 	Hear audio response for listing (may hear “we have a listing for X, would you like that one?”)
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear “The number is (NPA) NXX-XXXX Once again that number is (NPA) NXX-XXXX. For another listing, press 1”
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Call ended
	 	 
	 	 






3. JUMP Roaming with funds




	 	 	 	 	 	 	 	 	 
	Time/Date	 	Action	 	Desired Results	 	Pass/Fail	 	Notes
	 

	 	From handset, dial 411
	 	Verify call is routed to DID # 602-458-8879
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	Hear message(s)
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“Jump Directory assistance.” “For English please stay on the line or press 1. Para Espanol, oprima dos.”	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Stay on the line
	 	Hear prompt “What city and state please?”
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say: “(city), (state)”
	 	Hear prompt requesting listing
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Say “time & temperature”
	 	Hear audio response for listing (may hear “we have a listing for X, would you like that one?”)
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Hear “The number is (NPA) NXX-XXXX Once again that number is (NPA) NXX-XXXX. For another listing, press 1”
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Remain online
	 	Call ended
	 	 
	 	 








 




			
	Notes: 	 	
	 
	1.	 	These test items are UDA test items. Cricket shall develop the ATP test plan and execute all
tests. Huawei provides interface support.
	 
	2.	 	If third party fails any test which is not caused by Huawei system, there shall be no impact
on Huawei system acceptance




 









 








			
	 	 	 
	
	 	





In the event of any conflict or inconsistency between the terms of the Amended and Restated
System Equipment Purchase Agreement and this exhibit, such conflict or inconsistency
shall be resolved by giving precedence to the Agreement.




Exhibit V



CALEA Test

CALEA tracking of all required features and calls






 




			
	Notes: 	 	
	 
	1.	 	These test items are CALEA test items. Cricket shall develop the ATP test plan and execute all
tests. Huawei provides interface support.
	 
	2.	 	If third party fails any test which is not caused by Huawei system, there shall be no impact
on Huawei system acceptance





					
	 	 	 	 	 
	2/20/2009