exv10w4xay



 





Exhibit 10.4(a)




EXECUTION COPY




GENERAL PURCHASE AGREEMENT




BETWEEN




METROPCS WIRELESS, INC.




AND




LUCENT TECHNOLOGIES INC.




Agreement No.: LNM01NMDK02005




PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.






 




			
	***	 	Where this marking appears throughout this Exhibit 10.4(a),
information has been omitted pursuant to a request for confidential
treatment and such information has been filed with the SEC separately.






 









 





TABLE OF CONTENTS

GENERAL PURCHASE AGREEMENT

BETWEEN METROPCS WIRELESS, INC.

AND LUCENT TECHNOLOGIES INC.




	 	 	 	 	 
	 	 	Page
	Article I General Provisions Applicable To Entire Agreement
	 	 	 	 
	1.1 Headings and Definitions
	 	 	 	 
	1.2 Term of Agreement
	 	 	 	 
	1.3 Scope
	 	 	 	 
	1.4 Entitlement to Discounts
	 	 	 	 
	1.5 Planning Information
	 	 	 	 
	1.6 Orders
	 	 	 	 
	1.7 Customer-Initiated Changes
	 	 	 	 
	1.8 Seller-Initiated Changes
	 	 	 	 
	1.9 Prices
	 	 	 	 
	1.10 Invoices and Terms of Payment
	 	 	 	 
	1.11 Delivery and Installation Schedule
	 	 	 	 
	1.12 Transportation
	 	 	 	 
	1.13 Packing, Marking and Shipping
	 	 	 	 
	1.14 Title and Risk of Loss
	 	 	 	 
	1.15 Compliance With Laws
	 	 	 	 
	1.16 Taxes
	 	 	 	 
	1.17 Training
	 	 	 	 
	1.18 Termination of Orders for Convenience
	 	 	 	 
	1.19 Termination for Breach
	 	 	 	 
	1.20 Patents, Trademarks and Copyrights
	 	 	 	 
	1.21 Use of Information
	 	 	 	 
	1.22 Notices
	 	 	 	 
	1.23 Right of Access
	 	 	 	 
	1.24 Independent Contractor
	 	 	 	 
	1.25 Limitations on Remedies
	 	 	 	 
	1.26 Force Majeure
	 	 	 	 
	1.27 Assignment
	 	 	 	 
	1.28 General Indemnities
	 	 	 	 
	1.29 Publicity
	 	 	 	 
	1.30 Applicable Law
	 	 	 	 
	1.31 Survival of Obligations
	 	 	 	 
	1.32 Severability
	 	 	 	 
	1.33 Non-Waiver
	 	 	 	 
	1.34 Customer Responsibility
	 	 	 	 
	1.35 Dispute Resolution
	 	 	 	 
	1.36 Security Interest
	 	 	 	 
	1.37 Financing Requirements
	 	 	 	 






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	 	 	Page
	1.38 Representations, Warranties and Covenants of Seller

	1.39 Representations, Warranties and Covenants of Customer

	1.40 Subcontractors

	1.41 Insurance

	 

	Article II Provisions Applicable to the Purchase of Products

	 

	2.1 General

	2.2 Product Availability

	2.3 Documentation

	2.4 Product Compliances

	2.5 Product Changes

	2.6 Continuing Product Support — Parts and Services

	2.7 Specifications

	2.8 Customer Technical Support

	2.9 Product Warranties

	2.10 Acceptance

	 

	Article III Provisions Applicable to the Licensing of Licensed Materials

	 

	3.1 General

	3.2 License

	3.3 Title, Restrictions and Confidentiality

	3.4 Changes in Licensed Materials

	3.5 Modifications to Software; Product Compliances

	3.6 Modification by Customer

	3.7 Related Documentation

	3.8 Software Warranty

	3.9 Cancellation of License

	3.10 Taxes Applicable to Software

	 

	Article IV Provisions Applicable to Engineering, Installation and Other Services

	 

	4.1 General

	4.2 Acceptance of Installation

	4.3 Seller’s Personnel

	4.4 Conditions of Installation and Other Services Performed on Customer’s Site

	4.5 Work Done by Others

	4.6 Seller’s Right to Re-Deploy Resources

	4.7 Services Warranties

	 

	Article V Entire Agreement and Execution

	 

	5.1 Entire Agreement

	5.2 Termination of Existing Agreement








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	 	 	Page
	Attachments
	 	 	 	 
	 
	 	 	 	 
	Attachment A *** Pricing
	 	 	 	 
	Attachment B Training
	 	 	 	 
	Attachment C *** Pricing
	 	 	 	 
	Attachment D RTSA and Sun MVM
	 	 	 	 
	Attachment E Responsibilities Matrix for System Engineering, Implementation, and
Optimization Services
	 	 	 	 
	Attachment F Change Management Process
	 	 	 	 
	Attachment G Repair and Exchange Services
	 	 	 	 
	Attachment H Product Standard Intervals
	 	 	 	 
	Attachment I Cell Site Self-Install Agreement
	 	 	 	 
	Attachment J Services
	 	 	 	 
	Attachment K Co-Marketing
	 	 	 	 
	Attachment L Messaging
	 	 	 	 
	Attachment M Intelligent Network
	 	 	 	 






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GENERAL PURCHASE AGREEMENT BETWEEN METROPCS WIRELESS, INC.

AND

LUCENT TECHNOLOGIES INC.



This
General Purchase Agreement (this “Agreement”), effective as of the Effective Date, is
made by and between Lucent Technologies Inc., a Delaware corporation having an office at 600
Mountain Avenue, Murray Hill, New Jersey 07974, and MetroPCS Wireless, Inc., a Delaware
corporation having an office at 8144 Walnut Hill Lane, Suite 800, Dallas, Texas 75231.




RECITALS:



WHEREAS, Customer provides PCS at or near the 1.9 GHz bands under a license(s) issued by the
FCC;



WHEREAS, Customer wants Seller, at Customer’s request, to be one of its suppliers of wireless base
stations, switches, power, cable and transmission equipment and Services to include, without
limitation, engineering services, such as preparation of equipment specifications, and
installation of networks, such as equipment installation, equipment removal and cable mining, and
maintenance and repair of networks, and Seller desires to provide such Products and Services to
Customer, all on the terms and conditions set forth herein;



WHEREAS, Customer and Seller entered into a General Agreement for Purchase of Personal
Communications Services Systems effective as of October 1, 2002 (as the same may have been amended
and/or supplemented from time to time, the “2002
Contract”), pursuant to which Seller agreed to
provide products, licensed materials and services to Customer; and



WHEREAS, the Parties desire to terminate the 2002 Contract in its entirety as of the Effective
Date and to enter into this Agreement to define the current relationship between the Parties.



NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned parties hereby agree to the foregoing and as follows:




ARTICLE I




GENERAL PROVISIONS APPLICABLE TO ENTIRE AGREEMENT 




1.1 HEADINGS AND DEFINITIONS



All headings used in this Agreement are inserted for convenience only and are not intended to
affect the meaning or interpretation of this Agreement or any clause contained herein. For
purposes of this Agreement, the following definitions will apply:



“AAA”
shall have the meaning set forth in Section 1.35.



“Acceptance” means that: (a) with respect to Products and Licensed Materials, the applicable
Products and/or Licensed Materials have been accepted as set forth in Section 2.10(a) or Section
2.10(b), as applicable; and (b) with respect to Services, (i) the applicable Acceptance Tests have




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been successfully performed as set forth in Section 4.2 and Seller has completed all Punch
List Items; or (ii) Acceptance is deemed to occur under Section 4.2.



“Acceptance
Date” means the date on which the applicable Product, Licensed Material or Service
achieves Acceptance.



“Acceptance Tests” means all mutually agreed acceptance tests to be performed pursuant to this
Agreement all of which are designed to determine whether the Products, Licensed Materials and the
Services meet the Specifications and the terms and conditions contained in this Agreement.



“Advertising” means all advertising, sales promotion, press releases, and other publicity matters
relating to this Agreement.



“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries,
controls, is controlled by or is under common control with another entity, where “control” means
to own or control over fifty percent (50%) of the voting power of the applicable entity or
otherwise to direct or cause the direction of the management and policies of such entity, whether
through ownership of voting securities or by contract or otherwise, provided that, once such
control ceases to exist, the affected entity will no longer qualify as an Affiliate for purposes
of this Agreement.



“Annual Maintenance Fees” means those charges for Services and Software Updates under Seller’s
BRSS Program as further described in Attachment D to this Agreement.



“Applicable Laws” means: (a) as to either Party, all federal, state and local laws, ordinances,
rules, regulations, court orders and governmental or regulatory agency orders that are applicable
to its performance of this Agreement; and (b) in the case of Seller, all federal, state and local
laws, ordinances, rules, regulations, court orders and governmental or regulatory agency orders
that are applicable to products, licensed materials and services of the type to be provided to
Customer hereunder.



“Applicable
Permits” means all permits and licenses which either
Party requires for it to conduct business and/or perform its
obligation under this Agreement.



“Assignment”
shall have the meaning set forth in Section 1.27(a).



“Authorized Users” means: (a) Customer and its employees; (b) Customer’s Affiliates and their
employees; (c) any Designated Entity and its employees; ***.



“Backwards Compatible” means, with respect to Software, the ability of a new Major Release,
Software Update, or Software Upgrade (as defined in Attachment D) to function with the




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immediately preceding Major Release, Software Update, or Software Upgrade, as the case may
be, in accordance with their respective Specifications, and with all existing In Revenue Service
Seller Manufactured Products (only to the extent that such Software has been designed to function
with such Seller Manufactured Products) already installed or already ordered from Seller to be
installed in the relevant PCS System.



“BRSS Program” and “BRSS” means the optional program described in Attachment D of this Agreement
under which Seller offers to Customer Major Releases, Point Releases, Software Updates, Software
Upgrades, Standard Base Software Releases, Retrofits and Crafts for Software for which Customer
has paid the applicable Annual Maintenance Fee.



“Business
Day” means any day other than a Saturday or Sunday or a day on which banks in Dallas,
Texas are authorized or required by Applicable Laws to be closed.



“CDMA” shall mean code-division multiple access, a form of spread spectrum technology, which
operates in segments of 1.25 MHz.



“Change
Order” shall have the meaning set forth in Section 1.7(a).



“Claims”
shall have the meaning set forth in Section 1.35.



“Comparable
Customers” has the meaning defined in
Section 1.9(d)(i).



“Craft” shall
have the meaning set forth in Attachment D.



“Creditworthy” shall mean that: (a) less than
*** of the non-disputed receivable
balance owed to Seller and its Affiliates is aged over *** days from the invoice date
at any given time unless otherwise mutually agreed to in writing; (b) the total non-disputed
receivable balance owed to Seller and its Affiliates does not exceed *** unless otherwise mutually agreed to in writing; (c) Customer has provided
consolidated financial statements to Seller in accordance with
Section 1.6(b); and (d) Customer and its Affilitates have
not experienced a material adverse change in the business assets operation or condition, financial or otherwise, taken as a whole, which materially and adversely
affects Customer’s ability to meet its payment obligations hereunder.




 


“Customer” means (a) MetroPCS Wireless, Inc. and any successors and permitted assigns; (b) any
Customer Affiliates with Pre-Existing Affiliate Agreements made a party hereto under Section
1.3(b); and (c) any Affiliate who elects to purchase or license Products, Licensed Materials and/or
Services under this Agreement; provided that any such Affiliate executes a written acknowledgment
agreeing to be bound by the provisions of this Agreement.



“Customer
Event of Default” shall have the meaning set forth in Section 1.19(a).



“Customer
Changes” shall have the meaning set forth in Section 1.7(a).



“Customer
Indemnified Parties” shall have the meaning set forth
in Section 1.20(a).




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“Customer Price List” means Seller’s published price notification releases furnished by
Seller for purposes of communicating Seller’s prices or pricing-related information to Customer;
however, this does not include firm price quotations.



“Delivery Date”, “Delivery” or similar derivations thereof means the actual date on which a
Product, Licensed Materials or other item to be delivered by Seller hereunder is physically
delivered to the destination designated by Customer in the applicable Purchase Order and the
Customer designated recipient has signed off on the same.



“Designated Entity” means any Person to which Customer or one of its Affiliates leases or provides
Products and with respect to which Customer or one of its Affiliates has an equity or membership
interest of seventy percent (70%) or more.



“Designated Processor” means the Product for which the licenses to use Licensed Materials are
initially granted.



“Disabling
Code” shall have the meaning set forth in Section 3.8(a)(v).



“Discontinued
Product” shall have the meaning set forth in Section 2.2.



“Effective Date” means June 6, 2005.



“EFT”
shall have the meaning set forth
in Section 1.10(a).



“Existing Market” shall mean a Market which is listed in or defined as an Existing Market in
Attachment A or C, as appropriate.



“FCC” means Federal Communications Commission, or any successor entity.



“Firmware” means a combination of (a) hardware; and (b) Software represented by a pattern of bits
contained in such hardware. The Firmware referenced herein is the current version available for
commercial customers.



“First Office Application” shall mean the first installation and use in any of Seller’s customers’
networks of a particular Product or Licensed Material (including a Software release, feature and
Software Upgrade).



“Fit” means the suitability or readiness of a Product, Software and/or other item for a particular
application, including environmental extremes, marginal parameters, physical and signal
compatibility with interfacing systems and surroundings, level of performance, safety margins,
reliability, maintainability and installability.



“Form” means the weight, density, chemical or product composition, size, shape, structure,
appearance, protocol, pattern, composition, configuration and marking/identification of a Product,
Software and/or other item.




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“Function” means the set of features that the Product, Software and/or other item has been
designed for use, as described in its Specifications.



“Force Majeure” means fires, strikes, riots, embargoes, explosions, earthquakes, floods, wars,
water, the elements, government requirements, civil or military authorities, acts of God or by the
public enemy, inability to secure raw materials or transportation facilities, acts or omissions of
carriers or suppliers of raw materials, or other similar causes beyond a Party’s control, but only
to the extent that a Party’s actual performance is impaired whether or not similar to the
foregoing.



“Guaranteed Delivery Date” shall mean the date Seller shall be obligated to deliver certain items
to Customer based on the intervals set forth in Attachment H.



“Hazardous Material” 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 Hazard Communication
Standard (29 CFR 1910.1200).



“Indemnifying
Party” shall have the meaning set forth in Section 1.28(a).



“Initial
Term” is defined in Section 1.2(a).



“Information” means all documentation and technical and business information in whatever form
recorded, which a Party may furnish under, or has furnished in contemplation of, this Agreement.
Information does not include Software (whether or not embodied in Firmware) or Related
Documentation, the use of which is governed by Article III of this Agreement.



“Infringement
Claim” shall have the meaning set forth in Section 1.20.



“In Revenue Service” means use of a Product or any part thereof for commercial service, whether or
not revenue is actually being generated.



“Installation
Completion” shall have the meaning set forth in Section 4.2.



“Installation
Completion Date” shall have the meaning set forth in Section 4.2.



“Know-How” means concepts, techniques, information, reports, programs, program materials,
documentation, diagrams, outlines, flow charts, user interfaces, technology, formulas, processes,
algorithms and the like that are used to implement, support and/or develop a Product and/or
Licensed Material.



“Liabilities” means losses, costs (including, but not limited to, reasonable attorneys fees and
costs at trial and on appeal, if any), claims, demands, injuries, damages, judgments, penalties,
fines, forfeitures, or liabilities.




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“Licensed Area” means one of the major trading areas in frequency blocks A and B or one of the
basic trading areas in frequency blocks C, D, E, or F for which the FCC has granted a license to
construct and operate a PCS System.



“Licensed Materials” means the Software and Related Documentation for which licenses are granted
by Seller under this Agreement; no Source Code versions of Software are included in Licensed
Materials.



“Lucent” is synonymous with Seller.



“Major
Release” shall have the meaning set forth in Attachment D.



“Market” shall mean a Licensed Area, or an area within a Licensed Area, or combination of Licensed
Areas and areas in Licensed Areas, as designated by Customer for PCS.



“MOP”
shall have the meaning set forth in Section 4.4.



“MSC” shall mean mobile switching center.



“New Market” means a Market where Customer has not previously provided PCS and where Customer
deploys a PCS System that is placed into In Revenue Service. Selected New Markets are identified
in Attachments A and C.



“Others”
shall have the meaning set forth in Section 1.21(a).



“Party” means either Customer or Seller, and “Parties” means Customer and Seller.



“PCS” means broadband personal communications services as authorized by the FCC in the frequency
range of 1850MHz to 1910MHz and 1930MHz to 1990MHz.



“PCS CDMA System Products” means a collection of (a) PCS CDMA products and software which comprise
a PCS System used to provide PCS Services in the PCS frequency range which are used in switching,
wireless access and transport of voice and data at PCS frequencies based on CDMA technology
substantially similar those Products and Software which are described in Attachments A and C,
Sections 4A(i)(ii)(iii) and 4B(i)(ii)(iii)(iv)(v)(vi)(viib), and which are used and required in an
integrated network solution, and (b) those new, replacement or enhanced PCS CDMA products and
software that become available during the Term when generally available which comprise a PCS System
to provide PCS Services in the PCS frequency range which are used in switching, wireless access and
transport of voice and data at PCS frequencies based on CDMA technology substantially similar to
the Products and Software described in Attachments A and C,
Sections 4A(i)(ii)(iii) and 
4B(i)(ii)(iii)(iv)(v)(vi)(viib) and which are used and required in an integrated network solution.
“PCS CDMA System Products” does not include site material or cabling ancillary to base station
replacement




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“PCS System’’ means a collection of products and software to be deployed and operated by
Customer, an Affiliate or a Designated Entity to provide PCS services in the PCS frequency range.



“Person” shall mean any individual, corporation, company, partnership, joint venture, association,
trust, unincorporated organization or governmental authority.



“Point Release” shall have the meaning set forth in Attachment D.



“Pre-Existing Affiliate Agreement” shall have the meaning set forth in Section 1.3(b).



“Price Effective Date” means: (a) the date of Customer’s Purchase Order, if Seller receives and
acknowledges receipt of the Purchase Order within five (5) Business Days of the date of the
Purchase Order; (b) the date Seller actually receives the Purchase Order, if Seller receives and
acknowledges receipt of the Purchase Order more than five (5) Business Days after the date of the
Purchase Order; or (c) the date of the Purchase Order, if Seller is deemed to have accepted the
Purchase Order as provided in Section 1.6(a).



“Product” means systems, equipment, and parts thereof acquired by Customer from Seller under this
Agreement, but the term does not mean Software whether or not such Software is part of Firmware.
The Products referenced herein are the current versions available for commercial customers.



“Product Manufacturing Information” means manufacturing drawings and specifications of raw
materials and components, including part manufacturing drawings and specifications covering
special tooling and the operation thereof, and a detailed list of all commercially available parts
and components purchased by Seller on the open market disclosing the part number, name and
location of the supplier, and price lists.



“Punch List Items” means the additional Services to be performed by Seller when such Services must
be completed in order to achieve Acceptance, where the performance of Acceptance Tests has
indicated thai such Services were incomplete or not otherwise ready for Acceptance at the time of
the performance of such Acceptance Tests; provided that such Services are required to be performed
by Seller pursuant to the terms of this Agreement, including all related Acceptance Tests and
procedures.



“Purchase Order” means any purchase order issued by Customer to Seller pursuant to, and subject to
the terms and conditions of, this Agreement, or any document that the Parties mutually agree upon
as the vehicle for Customer’s procurement of Products, Licensed Materials and Services pursuant
to, and subject to the terms and conditions of, this Agreement.



“Related Documentation” or “Documentation” means materials useful in connection with Products
and/or Software, such as, but not limited to, flow charts, logic diagrams, program descriptions,
and Specifications. No Source Code versions of Software are included in Related Documentation.




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“Remote
Technical Support” and “RTS”
mean the optional support Service as described in
Attachment D.



“Renewal Term” shall have the meaning set forth in Section 1.2(b).



“Repair Parts” means new, remanufactured, reconditioned, refurbished, or functionally equivalent
parts for the maintenance, replacement, and repair of Products sold pursuant to this Agreement.



“RTS Program” shall have the meaning set forth in Section 2.8.



“Seller” means Lucent Technologies Inc. and any successors and permitted assigns.



“Seller Changes” shall have the meaning set forth in Section 1.8(a).



“Seller Event of Default” shall have the meaning set forth in Section 1.19(b).



“Seller Manufactured Product” means a Product manufactured by Seller or purchased by it pursuant
to its procurement specifications.



“Seller’s Competitor” means an entity whose primary business is the development, manufacture or
sale (or licensing) of communications equipment and/or software.



“Services” means the performance of work requested by Customer or required to be performed by
Seller under the terms of this Agreement and includes, but is not limited to: (a) engineering
services such as preparation of equipment specifications, preparation and updating of office
records, and preparation of a summary of material not specifically itemized in the Purchase Order;
(b) installation services such as installation, equipment removal, and cable mining; and (c) other
services, such as maintenance and repair.



“Site” shall mean the land and/or buildings owned or leased by Customer, one of its Affiliates or
any Designated Entity for which all or any portion of a PCS System is or will be located.



“Software” means a computer program consisting of a set of logical instructions and tables of
information which guide the functioning of a processor; such program may be contained in any medium
whatsoever, including hardware containing a pattern of bits representing such program, but the term
“Software” does not mean or include such medium. The Software described in this Agreement is the
current version available for commercial customers and generally provided by Seller in connection
with the Products referenced herein. “Software” shall include any Major Release, Software Update,
Software Upgrade, Craft, Point Release, Standard Base Software Release and Retrofit, all as defined
in Attachment D, which may be provided by Seller to Customer from time to time.



“Software Update” shall have the meaning set forth in Attachment D.




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“Source Code” means any version of Software incorporating high-level or assembly language
that generally is not directly executable by a processor. Except as expressly provided herein,
this Agreement does not require Seller to furnish any Source Code.



“Specifications” means Seller’s or its vendor’s technical published specifications for particular
Products, Licensed Materials or Services furnished under this Agreement.



“Standard Interval” means the elapsed time, as specified in Attachment H, between the date of a
Customer request for quote preparation of a Product, Licensed Material, and/or associated Service,
and: (a the Delivery Date for such Product or Licensed Material not installed by Seller or (b) the
Installation Completion Date for such Product or Licensed Material installed by Seller.



“Start
Date” shall have the meaning defined in Section 1.11(a)



“Subcontractor” means all vendors, suppliers, consultants and subcontractors of every tier who
have a contract with Seller or another subcontractor for the performance of any part of the
Services.



“Tax Assessment” means all federal, state, or local sales, use, excise, gross receipts, municipal
fees, transfer, transaction or similar taxes, fees, or surcharges, but excludes: (a) any tax, fee.
assessment, or surcharge on either Party’s corporate existence, status, or income; (b) property
taxes, fees, assessment, or surcharges; (c) any corporate franchise tax, fee, assessment, or
surcharge; and (d) taxes, fees, assessment, and surcharges which are imposed directly on a Party’s
gross or retail revenues.



“Term” shall have the meaning set forth in Section 1.2(b).



“Territory” means the 50 states of the United States plus the District of Columbia.



“Transition Period” shall have the meaning set forth in Section 1.19(f).



“Turnover” means, with respect to Products and Licensed Materials to be installed by Seller, that
Seller has completed all implementation and Seller-testing-related activities relating to such
Products and Licensed Materials, and such Products and Licensed Materials are ready for Customer
to conduct Acceptance Tests.



“2002 Contract” shall have the meaning set forth in the Recitals.



“Use” with respect to Licensed Materials means the loading, running, using, or copying of the
Licensed Materials, or any portion thereof, into or on a processor for execution of the
instructions and tables contained in such Licensed Materials.



“ Vendor Item” means a Product or partial assembly of Products furnished by Seller but neither
manufactured by Seller nor purchased by Seller pursuant to its procurement specifications.




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“Warranty Period” means the period of time listed in the respective warranty clauses which,
unless otherwise stated, commences for: (a) Products and Licensed Materials: (i) on the Delivery
Date; or (ii) if installed by Seller, on the Acceptance Date; and (b) Services, on the date
Service is completed and accepted by Customer.




1.2 TERM OF AGREEMENT




     (a) Initial
Term.This Agreement shall be effective on the Effective Date and,
except as otherwise provided herein, shall continue in effect until the earlier of: (a) June
7, 2008;
or (b) *** (the “Initial Term”). The modification or termination of this Agreement shall not
affect the rights or obligations of either Party under any Purchase Order accepted by Seller
before the effective date of the modification or termination.



     (b) Renewal
Terms. Upon the expiration of the Initial Term, Customer will have the
right to extend the term of this Agreement for up to three (3) successive periods of one (1)
year
each (each such one (1) year period, a “Renewal
Term”). *** The Initial Term and the Renewal Terms are individually and collectively referred to
herein
as the “Term”.



1.3 SCOPE




     (a) General. The terms and conditions of this Agreement shall apply to all
transactions pursuant to which Customer purchases, and Seller and/or any of its Affiliates
furnishes, Products, Licensed Materials and/or Services for use by Customer, its Affiliates
and/or
any Designated Entity, and not for resale.

(b) New Customer Affiliates. If Customer acquires a new Affiliate following the
date of this Agreement and such new Customer Affiliate is a party to one (1) or more
agreements
with Seller and/or one of Seller’s Affiliates (each agreement, a “Pre-Existing Affiliate
Agreement”) covering substantially the same subject matter as this Agreement, Customer shall
have the right, upon written notice to Seller, to terminate (or cause the Customer Affiliate
to
terminate) any and all Pre-Existing Affiliate Agreements between such new Customer Affiliate
and Seller and/or one or more of its Affiliates without liability or penalty, and, upon
Seller’s
receipt of a written acknowledgment from the Customer Affiliate agreeing to be bound by the



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terms and conditions of this Agreement, all products, software and services acquired by such
new Customer Affiliate from Seller and/or one of its Affiliates pursuant to such agreements
thereafter shall be subject to the terms of this Agreement as though such products, software and
services originally were provided to such new Customer Affiliate under this Agreement.
Notwithstanding the preceding sentence: (i) the warranty periods set forth in a Pre-Existing
Affiliate Agreement will continue to apply to the Products, Licensed Materials and Services
purchased, licensed, delivered and performed under such Pre-Existing Affiliate Agreement; (ii)
the prices, discounts, and credits set forth in this Agreement shall not retroactively apply to
the Products, Licensed Materials and Services purchased, licensed, delivered and performed under
a Pre-Existing Affiliate Agreement prior to the Effective Date; and (iii) ***.




     (c) Scope of the Initial Project. Seller and Customer acknowledge that the following
represents generally the schedule of work to be performed hereunder to deploy, maintain and/or
upgrades PCS CDMA System Products in the identified Markets. As soon as practicable, the Parties
shall jointly develop detailed project plans and delivery and installation schedules consistent
with the proposed schedule. The project plan will contain the
responsibilities of both Parties. ***


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Available for In Revenue
	Market	 	Market Start	 	Service
	***
	 	***	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 








 




			
	*	 	“Q” means quarter





1.4 ENTITLEMENT TO DISCOUNTS




     (a) General. Attachments A and C reflect the prices applicable to Customer following
the application of discounts to Seller’s standard prices. These prices shall be provided to
Customer regardless of the number or level of Purchase Orders made by Customer, it being the
understanding of the Parties that neither Customer nor its Affiliates is under any obligation to
purchase or license any quantity of Products, Licensed Materials and/or Services from Lucent
under this Agreement. The Parties agree that Purchase Orders to be issued by Customer in
accordance with the terms of this Agreement will determine the actual purchases and related
rights, duties and obligations of the Parties pursuant to this Agreement. Attachments A and C
may be modified from time to time by mutual written agreement of the Parties.



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     (b)     Exclusivity.     Subject to the further terms of this Agreement including, without
limitation, the further terms of this Section, Customer’s right to receive the prices, discounts
and incentives set forth in Attachment A are conditional upon Customer’s purchasing exclusively
from Seller Customer’s requirements for PCS CDMA System Products for all of the Licensed Areas
licensed to Customer as of the Effective Date hereof and for any additional Licensed Areas acquired
by Customer during the Initial Term (and during any Renewal Term for which Customer elects to
continue purchasing under Attachment A, as set forth in Section 1.2(b)). Except as expressly set
forth in Attachment A, and for the avoidance of doubt, the prices, discounts and incentives for any
Products and Licensed Materials that do not constitute PCS CDMA System Products shall not require
Customer to purchase such Products and Licensed Materials exclusively from Seller.



If any of the following events occur, then Customer will be relieved from the above-described
exclusivity obligations as specifically set forth below:





	 	(i)	 	If Customer ***, Customer shall be relieved from the exclusivity provisions
of this Section ***.
	 
	 	(ii)	 	If Customer is relieved of the above-described exclusivity provision under
Section 1.6(a), the prices, discounts and incentives set forth in Attachment A will
apply to any and all subsequently placed Purchase Orders.
	 
	 	(iii)	 	If Customer is relieved of the above-described exclusivity provision under
Section 1.6(b), the prices, discounts and incentives set forth in Attachment C will
apply to any and all subsequently placed Purchase Orders.
	 
	 	(iv)	 	Under Section 1.26(b), if Customer has the right to cancel Purchase Orders
and/or contract with another supplier for any products, licensed materials or services
that Seller cannot supply or perform because of a Force Majeure, then Customer will be
relieved of its exclusivity obligations under this Section for so long as the Force
Majeure prevents Seller from performing. ***





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***  If and when ***, Customer shall resume purchasing PCS CDMA System Products exclusively from
Seller as provided in this Section in any Licensed Area where  ***.





	 	(v)	 	If Customer is permitted to purchase replacement products for a Discontinued
Product from other suppliers as set forth in Sections 1.19(f),
2.2, 2.5 or 3.4, then Customer will be relieved of the above-described exclusivity
provisions as provided in Sections 1.19(f), 2.2, 2.5 or 3.4, as applicable. If
Customer subsequently orders from Seller the Discontinued Product or the other
Products and Software that are an integral part of the Discontinued Product’s
operation, the prices set forth in Attachment C will apply to such purchases.
	 
	 	(vi)	 	***





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Except when Customer is relieved of exclusivity pursuant to clauses (i) through (vi) above (but
only to the extent relieved of exclusivity as provided above), if Customer has elected to purchase
PCS CDMA System Products exclusively from Seller during the Initial Term or any Renewal Term, and
ceases to purchase PCS CDMA System Products from Seller exclusively during such Term, then (i)
Customer will no longer be entitled to the pricing set forth in Attachment A and the pricing set
forth in Attachment C will apply to all of Customer’s purchases; (ii) ***; and (iii) ***. Such payment and
repayment pursuant to the preceding sentence shall constitute Seller’s sole and exclusive remedy
for Customer’s conversion from purchasing PCS CDMA System Products exclusively from Seller pursuant
to Attachment A to Customer purchasing PCS CDMA System Products non-exclusively from Seller
pursuant to Attachment C and, upon satisfaction of the requirements set forth in (i), (ii) and
(iii) above, Customer will be deemed to have met its obligation, and such conversion shall not
constitute a breach hereunder. Notwithstanding anything contained herein to the contrary, a
renewal of this Agreement under which Customer purchases PCS CDMA System Products from the date of
renewal from Seller non-exclusively pursuant to Attachment C shall not result in any payment to
Seller.



Notwithstanding anything to the contrary in the Agreement or any Attachment, Customer shall have
the right to purchase or license the Products, Licensed Materials and/or Services set forth on
Attachments B, I, J and L at the prices (including, without limitation, all discounts, credits and
incentives) and terms set forth in the applicable Attachment, irrespective of whether Customer
fails to purchase or license the PCS CDMA System Products exclusively from Seller.




1.5 PLANNING INFORMATION




     Customer shall provide to Seller non-binding, rolling, four-quarter forecasts of
Customer’s expected annual purchases under this Agreement. Customer shall deliver to Seller an
updated version of each such rolling, four-quarter forecast on or before the beginning of each
calendar quarter during the Term of this Agreement. Customer will endeavor to make such forecast
and each quarterly update thereto accurate to within plus or minus *** of Customer’s
actual Purchase Orders for the applicable quarter and within plus or minus ***
with respect to the next approaching quarter of each rolling, four-quarter forecast. If, for any
particular quarter, Customer’s actual purchasing requirements exceed Customer’s most recent
forecast for that quarter by more than ***, Seller will have no
obligation to ***.



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     Furthermore, the Parties shall meet on a semi-annual basis, or as otherwise mutually
agreed, to review product and software development plans and requirements. In addition, Seller
shall update Customer as to Seller’s planned product and software developments and schedules, and
Customer shall update Seller as to Customer’s desired future services and product and software
requirements.



1.6 ORDERS




     All Purchase Orders submitted by Customer shall be deemed to incorporate and be subject
to the terms and conditions of this Agreement unless otherwise agreed in writing.



     (a) General. All Purchase Orders, including electronic Purchase Orders, shall contain the
information detailed below:




	 	(i)	 	complete and correct ship to and bill to addresses;
	 
	 	(ii)	 	the quantity and type of Products, Licensed Materials and/or Services
being ordered;
	 
	 	(iii)	 	the price or the appropriate pricing mechanism;
	 
	 	(iv)	 	the
Customer-requested Delivery Date in accordance with the Standard
Interval for the Product, Licensed Materials or Service being ordered. A
non-Standard Interval must be mutually agreed to by the Parties;
	 
	 	(v)	 	the
requested Turnover date in accordance with the Standard Interval for the
Product, Licensed Materials or Service being ordered; and
	 
	 	(vi)	 	reference to this Agreement.




Upon acceptance of the Purchase Order by Seller, the Customer requested delivery date contained in
the Purchase Order will be deemed to be the delivery date for purposes of the Purchase Order



No provision or data on any Purchase Order or contained in any documents attached to or referenced
in any Purchase Order or in any subordinate document (such as shipping releases), shall be
binding, except data necessary for Seller to fill the Purchase Order. All such other data and
provisions are hereby rejected. Electronic Purchase Orders shall be binding on Customer
notwithstanding the absence of a signature. Electronic Purchase Orders shall be subject to the
Purchase Order acceptance confirmation procedures under this Section. Customer shall be provided a
sample Purchase Order format in order to comply with the requirements herein.



Promptly following receipt thereof, Seller shall acknowledge the date of Purchase Order receipt
either in writing or electronic data interface format. If a Purchase Order is deemed accepted as
provided below, the date of the Purchase Order will be the Price Effective Date for purposes of
this Agreement.



All Purchase Orders are subject to acceptance by Seller; provided, however, that if Seller does not
accept Purchase Orders that: (1) are submitted in accordance with, and comply with, the terms and
conditions of this Agreement (including, without limitation, the lead times set forth in Attachment
H); (2) the quantities of Products, Software and Services ordered are within the parameters of the
forecasts submitted by Customer pursuant to Section 1.5; and (3) Customer is




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sufficiently Creditworthy, and has
not materially breached any of its material obligations
under this Agreement, and Seller does not otherwise accept the Purchase Order for reasons other
than a Force Majeure, Customer will be ***.



If receipt of a Purchase Order is acknowledged by Seller, if not sooner accepted or rejected in
writing by Seller, Purchase Orders submitted for Products, Licensed Materials, and/or Services in
accordance with the terms and conditions of this Agreement shall be deemed accepted within ten
(10) days of Purchase Order receipt by Seller.



Notwithstanding
anything to the contrary in this Agreement or any Attachment, Customer is not
required and/or obligated to purchase or license any Product,
Software, Licensed Material, PCS
CDMA System Product, PCS System, Information, Related Documentation, Service, Know-How or any
other product or service from Lucent under this Agreement except as set forth in a duly
authorized, accepted Purchase Order.




     (b) Credit Worthiness. Seller reserves the right to place any Purchase Order on hold, delay
shipment, suspend performance (in each case with respect to a Product, Licensed Material or
Service not yet paid for by Customer) and/or reject a Purchase Order: (i) if Customer is not
Creditworthy; or (ii) if Customer has materially breached any of its material obligations under
this Agreement, but only until such time as the material breach has been cured. In the event that
Seller places any Purchase Order(s) on hold, delays shipment, suspends performance and/or rejects
a Purchase Order due to insufficient Creditworthiness, or due to Customer’s uncured material
breach of this Agreement, the Parties promptly shall meet in an effort to resolve the matter, and
the delivery and performance schedules under this Agreement shall be extended by the period of
time required for Customer and Seller to mutually resolve the insufficient Creditworthiness or
material breach. Notwithstanding the foregoing, if the Parties have not agreed on the resolution
of any such matter within thirty (30) calendar days after Seller places a Purchase Order on hold,
delays shipment, suspends performance and/or rejects a Purchase
Order. Customer may, in addition
to any other remedies available to it under this Agreement (i) cure all such material breaches of
this Agreement, shall pay in full for all Products, Licensed Materials or Services ordered but not
yet paid, and shall continue to pay in full for all Products, Licensed Materials and Services at
the time of placing each subsequent Purchase Order, or (ii) ***.


After Customer’s auditors complete their audit of Customer’s 2004 financial statements, Customer
shall submit to Seller upon request: (i) no later than 150 days after fiscal year end, Customer’s
audited annual consolidated financial statements and their respective consolidated balance sheets
and statements of operations, stockholders equity and cash flows for the fiscal year then ended
prepared in accordance with GAAP by an independent accounting firm; and (ii) no later than 45 days
after the end of each fiscal quarter, Customer’s consolidated financial




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statements for each of the first three fiscal quarters of the fiscal year and their
respective consolidated balance sheets and statements of operations, stockholders equity and cash
flow for the fiscal quarter then ended prepared in accordance with GAAP.




     (c)     Purchase Order Communications. Notwithstanding communications and notices addresses as
set forth in Section 1.22, the Parties will route all communications relating to Purchase Orders
as follows:


To Seller:



Lucent Technologies Inc.

***

Sales Support — Order Entry

82N160

800 North Point Parkway

Alpharetta, GA 30005

***

***

***



Lucent Technologies Inc.

***

Regional Sales Director, Major Accounts

***

***

***



To
Customer:

MetroPCS Wireless, Inc.

8144 Walnut Hill Lane, Suite 800

Dallas, Texas 75231

Attn.: Senior Vice President and Chief Financial Officer

***



1.7CUSTOMER-INITIATED CHANGES




     (a)   General. Customer has the right to request expansions, other revisions and/or
modifications to any Purchase Order (“Customer Changes”),including but not limited to, the
Specifications, the manner of performance of the Services to be performed or the timing of the
completion of Services to be provided under the Purchase Order. All Customer Changes shall be
subject to the prior written consent of Seller, such consent not to be unreasonably withheld,
conditioned or delayed. All Customer Changes shall be documented in a written change order in a
form substantially similar to the form set forth in Attachment F
(“Change Order”) and will be
subject to the procedures set forth in Attachment F. Seller shall promptly notify Customer of any



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such requested Customer Changes which may materially affect the operation and/or
maintenance of any PCS System or any part thereof.




     (b) Disputes. If the Parties cannot agree on a Change Order within fifteen (15) days
following Customer’s submission of a Customer Change to Seller, the matter shall then be referred
to dispute resolution pursuant to Section 1.35.



1.8 SELLER-INITIATED CHANGES




     (a) General. Seller has the right to request revisions and/or modifications to any Purchase
Order (“Seller Changes”), including but not
limited to, the Specifications, the manner of
performance of the Services to be performed or the timing of the completion of the Services to be
provided under the Purchase Order, if Customer has not performed its obligations under this
Agreement beyond any applicable grace periods. All Seller Changes shall be subject to the prior
written consent of Customer, such consent not to be unreasonably withheld, conditioned or delayed.
All Seller Changes shall be documented in a Change Order and will be subject to the procedures set
forth in Attachment F. Seller shall promptly notify Customer of any such requested Seller
Changes which may materially affect the operation and/or maintenance of any PCS System or any part
thereof.



     (b) Disputes. If the Parties cannot agree on a Change Order within fifteen (15) days
following Seller’s submission of a Seller Change to Customer, the matter shall then be referred to
dispute resolution pursuant to Section 1.35.



1.9 PRICES




     (a) General. Prices, fees, and charges (hereinafter “prices”) shall be as set forth in
Seller’s Customer Price Lists, firm price quotations, specific agreements, or other prices
submitted by Seller to Customer, as modified by and subject to the applicable terms of any
Attachment to this Agreement that includes pricing information including, without limitation,
Attachments A, C and J. The discounts and incentives referenced in Attachments A and C will remain
in effect for the Term of the Agreement in accordance with the other terms and conditions thereof.



     (b) Customer Price List Pricing. In those cases where a price is to be determined from a
Customer Price List, the applicable Customer Price List shall be that Customer Price List which is
in effect on the Price Effective Date for the applicable Purchase Order, provided that the
Guaranteed Delivery Date for the deliverables referenced in such Purchase Order is scheduled to
occur within twelve (12) months of the Price Effective Date. If Customer submits a Purchase Order
and the requested Guaranteed Delivery Date exceeds such twelve (12) month period, and Seller has on
thirty (30) days prior written notice issued a revised Customer Price List to Customer prior to
such Guaranteed Delivery Date, Customer shall have the right to cancel such Purchase Order without
any penalty or liability or, at Customer’s request, the Parties will utilize the Change Order
process hereunder to determine reasonable adjustments to the Purchase Order including, without
limitation, prices payable by Customer under such Purchase Order.



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     (c) Other Pricing. In those cases where the price is not to be determined from a
Customer Price List, a firm price quotation, or specific agreement, the applicable price (before
applying the allowances available under this Agreement) will be Seller’s price in effect on the
date of Seller’s receipt of the Purchase Order. Seller may amend its prices prior to the Price
Effective Date, other than those subject to accepted Purchase Orders, firm price quotations or
other agreements between the Parties, on thirty (30) days prior written notice.



     (d) ***




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1.10    INVOICES AND TERMS OF PAYMENT




     (a) Invoicing. Fees
and charges for Products and Licensed Materials (including
domestic transportation charges and taxes, if applicable) will be billed by Seller when shipped, or
as soon thereafter as practicable. Services will be billed upon Seller’s notice of Installation
Completion for installation Services and upon completion of any other non-recurring Services.
***. Customer shall pay invoiced amounts,
less any disputed amounts, within thirty (30) days following the date of Seller’s invoice. Customer
shall have the right to pay any amounts due Seller hereunder using Electronic Funds Transfer
(“EFT”). ***. Payments which are undisputed and delinquent more than forty-five (45) days
after the invoice date are subject to a late payment charge at the rate of *** per
month, or portion thereof, of the undisputed amount due (but not to exceed the maximum lawful
rate); provided, however, that: (i) the accrual of any late payment charges provided in this
sentence shall not operate to waive or impede Customer’s right to dispute an invoice and/or payment
at any time; and (ii) irrespective of when an invoice and/or payment is disputed, Customer shall
not be liable for any late payment charges related to invoice disputes resolved in Customer’s
favor. Invoices must describe the Products and Licensed Materials provided and Services
performed, as applicable, and the amounts due and any applicable taxes and domestic transportation
charges. Customer promptly shall pay any disputed items which are determined to be valid payments
due to Seller pursuant to the dispute resolution process. Customer agrees to pay Seller’s
reasonable attorneys’ fees and other reasonable costs incurred by Seller in collection of any
undisputed amounts invoiced hereunder.



     (b) Payments to Subcontractors. Seller will pay each Subcontractor the amount to which each
Subcontractor is entitled pursuant to such Subcontractor’s agreement with Seller, based on each
Subcontractor’s portion of any Services. By appropriate agreement in each Subcontractor’s
agreement with Seller, Seller will require such Subcontractor to make payments to
sub-Subcontractors and materialmen in a similar manner. Customer shall have no obligations to pay
any amount to which a Subcontractor may be entitled pursuant to its agreement with Seller
including, without limitation, any indemnity, damage or penalty. Customer has no duty or obligation
to ensure the payment of money to a Subcontractor, sub-Subcontractor, materialman or any other
third party, any such payment being the obligation of Seller, and, subject to the process
requirements set forth in Sections 1.28(a) (iii) (A), (B) and (C), Seller shall indemnify, defend and
hold the Customer Indemnified Parties harmless from and against any such payment obligations, and
from and against any payment dispute between Seller and any such third party including, without
limitation, any dispute over Seller’s failure to pay monies owed to any such third party. The
Parties hereby agree that Subcontractors, sub-Subcontractors, materialmen and



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any other third parties will not be deemed third party beneficiaries of this Agreement,
including Customer’s obligations to pay Seller.




     (c) Disputed Invoices. If an invoiced amount is disputed in good faith by Customer
then, until resolution of the dispute occurs pursuant to Section 1.35, Customer may suspend
disputed payments and toll the running of time for default by paying the undisputed amount, if
any, and sending a written statement of exceptions to Seller. All of Seller’s obligations
shall
continue unabated during the duration of the dispute resolution.



     (d) Allocation of Payments. Notwithstanding anything that may be contained herein
to the contrary, Seller shall allocate all payments made by Customer to Seller under this
Agreement to the satisfaction of those Purchase Orders identified by Customer with, or within
thirty (30) days following, any payment to Seller. If Customer fails to identify the
Purchase
Order(s) to be satisfied by any payment within such thirty (30) day period, Seller may
allocate
the payment to the satisfaction of the oldest Purchase Order(s) for which Customer has not
disputed its payment obligations.



1.11 DELIVERY AND INSTALLATION SCHEDULE




     (a) Site Preparation. Customer shall notify Seller when the PCS Site(s) for the
Products described in any Purchase Order are ready for installation and
Customer’s
responsibilities under Article IV relating to such Sites have been performed or furnished by
the
date mutually agreed to by the Parties. Such date shall be determined by the Parties prior
to
Purchase Order acceptance. Seller shall have access to such Sites on and after the date of
Seller’s
receipt of such notification (the “Start
Date”).



     (b) Schedules. The Parties agree to develop, by mutual agreement, delivery and
installation schedules (all consistent with the Standard Intervals, unless otherwise agreed to
by
the Parties) under which Customer and Seller shall complete their respective obligations as
required under this Agreement.



     (c) Delivery Delays Initiated by Customer. Upon written notice to Seller prior to
the shipment date, Customer shall have the right to suspend or reschedule Delivery of Products
and/or Licensed Materials not in excess of *** calendar days beyond the date
originally
scheduled for the Delivery thereof without additional payment or penalty to Seller of any kind
whatsoever. If any Customer-requested Delivery suspension continues for *** calendar
days beyond the originally scheduled Delivery Date for a Product and/or Licensed Materials.
Customer shall either: (i) cancel the Purchase Order, in which case the terms of Section 1.18
shall apply; or (ii) authorize Seller to deliver the applicable Products and/or Licensed
Materials
to Customer.



     (d) Seller’s Delivery or Installation Delays. If Customer reasonably determines that
Seller is likely to fail to meet a Standard Interval or other Delivery or installation
deadline
mutually agreed in writing, then in addition to any other rights and remedies that may be
available to Customer, at no additional cost to Customer and at Customer’s request, Seller
shall
provide to Customer all necessary additional Seller personnel to accelerate performance as may



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be required or necessary to timely achieve the Delivery or installation deadline or, if
Seller has already failed to meet one (1) or more Delivery or installation deadlines, complete the
Delivery or installation deadline within a re-adjusted time frame
established by Customer. *** Notwithstanding any of the foregoing.
Seller shall not be obligated to provide additional personnel *** to Customer
as provided in this Section if and to the extent that Seller’s failure to achieve a Delivery or
installation deadline is caused by Customer’s failure to perform any material obligation that is a
precondition to Seller’s ability to timely achieve such Delivery or installation deadline,
provided that Seller previously communicated to Customer in writing: (i) Customer’s failure to
perform such material obligation; and (ii) the fact that such failure might impact Seller’ ability
to meet a Delivery or installation deadline.




1.12  TRANSPORTATION




     (a) General. Seller’s prices for Products and Licensed Materials do not include
ordinary domestic freight charges or related domestic transportation services or charges
therefor, including hauling, hoisting and warehousing, unless expressly stated in writing by Seller to
the contrary. Seller, in accordance with its normal practices, will arrange for transportation
for such items, will prepay transportation, if appropriate, and invoice transportation charges. If
Customer elects to route Products and/or Licensed Materials or to arrange for transportation, Seller
will provide related Services subject to a separate fee.



     (b) Premium Transportation. Premium domestic transportation will only be used
only with Customer’s written concurrence. If premium transportation is used in order for
Seller to meet a Guaranteed Delivery Date, the difference between the cost of ordinary transportation
and premium transportation will be at Seller’s sole cost and expense.



1.13  PACKING, MARKING AND SHIPPING




     (a) General. Seller shall, at no additional charge, pack and mark shipping containers in
accordance with its standard practices for domestic shipments. Where, in order to meet Customer’s
requests, Seller packs and/or is required to mark shipping cartons in accordance with Customer’s
specifications, Seller shall invoice Customer additional charges for such packing and/or marking.



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AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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     (b) Packing Memorandum; Marking. Seller shall:




     (i) Enclose a packing memorandum with each shipment and, if the shipment
contains more than one package, identify the package containing the memorandum; and




     (ii) Mark Products as practicable for identification in accordance with Seller’s
marking specifications (e.g., model/serial number and month and year of manufacture).



     (c) Partial Shipments. Partial shipments of Products and Licensed Materials ordered
under a Purchase Order may be made by Seller and separately invoiced, provided that the full
order is received by the Guaranteed Delivery Date specified in the accepted Purchase Order, and
provided further that the shipping costs to Customer shall not exceed the amount Customer
would have been required to pay for a single shipment.



1.14 TITLE AND RISK OF LOSS




     (a) General. Title to a Product, and risk of loss and damage to a Product, Licensed
Material, or other item furnished to Customer under this Agreement, shall pass from Seller to
Customer upon Delivery to the Customer-designated destination established in the Purchase
Order for the item. Delivery will be evidenced by signature of an employee, agent, Subcontractor
orrepresentative of Customer on a receipt or bill of lading. Customer shall not unreasonably
withhold, condition or delay Delivery or signature on such receipt or bill of lading. Customer
shall be responsible for any additional reasonable and necessary out-of-pocket expenses relating to
Customer’s unreasonably withholding, conditioning or delaying Delivery or signature on the
receipt or bill of lading. Seller shall at all times remain responsible for damage or loss
to Products and/or Licensed Materials caused by the employees, agents and/or representatives of
Seller and/or its Subcontractors. Unless otherwise specified in a written quotation,
Purchase Order or Attachment to this Agreement, and except with respect to Repair Parts and Products
used to effect a repair or replacement, Seller represents and warrants to Customer that the
Products and any components thereof are and shall be entirely new and free and clear of all liens, claims
and encumbrances. Seller retains title to all Licensed Materials and all copies thereof.
Seller represents and warrants to Customer that all Repair Parts are new, remanufactured,
reconditioned,refurbished, or functionally equivalent and operate in accordance with the Specifications of
the related parts and/or Products.



     (b) Claims. Customer shall notify Seller promptly of any claim with respect to a loss
which occurs while Seller has the risk of loss and Seller shall notify Customer promptly of
any claim with respect to a loss which occurs while Customer has the risk of loss. Both Parties
shall cooperate in every reasonable way to facilitate the settlement of any claim. Nothing herein
shall,during the period Seller has the risk of loss to an item, relieve Customer of responsibility
for loss to the item resulting from the negligence of the employees, agents and/or representatives of
Customer.



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1.15 COMPLIANCE WITH LAWS




The Parties shall comply with all Applicable Laws. Furthermore, except as specifically
provided in this Agreement, each Party shall obtain and maintain, at its own expense, all
Applicable Permits and pay all associated fees and expenses. Seller shall be responsible for
ensuring that its Subcontractors, if any, comply with all Applicable Laws, and obtain and maintain
all Applicable Permits.



1.16 TAXES




     (a) General.
Customer shall be liable for, and shall reimburse Seller for, all taxes and
related charges, however designated, (excluding taxes on Seller’s net income) imposed upon or
arising from Seller’s provision of Services, or the transfer, sale, license, or use of
Products, Licensed Materials, or other items provided by Seller pursuant to Purchase Orders submitted by
Customer. Taxes reimbursable under this paragraph shall be separately listed on the invoice.
If Customer pays any taxes for which Seller is either reimbursed or receives a credit from the
applicable taxing authority, then Seller shall reimburse Customer an amount equal to such
credit or reimbursement within five (5) Business Days following receipt of such reimbursement or credit.



     (b) Exemptions. Seller shall not collect otherwise applicable taxes if the front of any
Purchase Order indicates that the purchase is exempt from Seller’s collection of such taxes
and a
valid tax exemption certificate is furnished by Customer to Seller.



     (c) Protested Taxes. Seller shall promptly notify Customer in writing of: (i) any
Tax Assessment by a state or local taxing authority; and (ii) any decision with respect to a
Tax Assessment which has been appealed or protested; provided, however, that Seller shall in all
instances give Customer notice of such event no later than ten (10) days prior to the date by
which a response, protest, contest, or other appeal of such Tax Assessment must be filed. In
the first instance, Seller shall have the exclusive right to contest any Tax Assessment at its own
expense. In the event that all or any portion of a Tax Assessment must be paid in order to
contest the imposition of any such Tax Assessment in connection with a contest that Seller
elects
to pursue, or to avoid the existence of a lien on the assets of Seller during the pendency of
such
contest, Seller shall be responsible for such payment and shall be entitled to the benefit of
any
refund or recovery. Customer shall pay all valid final and non-appealable Tax Assessments (or
reimburse Seller in the event Seller pays any or all valid final and non-appealable Tax
Assessments) upon presentation by Seller of proof of a valid final and non-appealable Tax
Assessment. A “valid final and non-appealable Tax Assessment” shall mean one that is issued
by a state or local taxing authority in accordance with the applicable law and which is not
subject
to any further administrative or judicial review and all times for appeal, reconsideration, or
requests for reassessment have run without an appeal, reconsideration, or request
for
reassessment having been taken. In the event Seller elects not to contest a Tax Assessment,
Seller must either: (iii) waive its right to reimbursement from Customer for that Tax
Assessment
in which event Customer shall have no right to contest the Tax Assessment and Customer shall
have no liability for such Tax Assessment; or (iv) promptly notify Customer that it is: (A)
not responding, protesting, contesting, or appealing the Tax Assessment: and (B)
seeking
reimbursement for the Tax Assessment as if it were a valid final and non-appealable Tax



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Assessment which notice shall set forth the legal and/or factual basis for not
contesting the Tax Assessment along with a copy of the Tax Assessment; provided, however, that
Seller shall in all instances give Customer notice of such decision to not protest, contest or
appeal such Tax Assessment no later than ten (10) days prior to the date by which a response,
contest, protest or other appeal of such Tax Assessment must be filed; provided, further, that
Seller may not elect option (iv) (e.g., to notify Customer and not protest, contest, or appeal a
Tax Assessment) unless Seller has a good faith belief that there is no reasonable basis in law or
fact for a contest, protest, or appeal of such Tax Assessment; provided, finally, that in the
event that Seller elects option (iv) and fails to notify Customer in time to allow Customer to
file a response, protest, or contest, Seller shall be deemed to have waived its right to seek
reimbursement from Customer for that Tax Assessment. In the instance Seller notifies Customer that
it is not contesting the Tax Assessment, Customer may elect, at it sole discretion, to pursue the
contest of the Tax Assessment in good faith, at its own expense, or to pay to Seller the Tax
Assessment. In the event Customer elects to contest a Tax Assessment and, further, in the event
that all or a portion of a Tax Assessment must be paid in order to contest the imposition of any
such Tax Assessment or to avoid the existence of a lien on the assets of Seller during the
pendency of such contest, Customer shall be responsible for such payment. In the event that any
such contest must be pursued in the name of Seller, Seller shall permit Customer to pursue and
control the contest in the name of Seller, and Seller shall have the opportunity to participate
fully in the preparation of such contest at its own expense. In any contest of a Tax Assessment,
the Party bringing the protest shall promptly furnish the other Party with notice of the pending
proceeding, copies of all filings in any proceeding, protest, contest, or legal challenge, all
rulings issued in connection therewith, all correspondence between such Party and the state or
local taxing authority, the final resolution thereof, and any action therein that would affect
Seller’s obligation to collect and remit, and the Party bringing the contest shall allow the other
Party to participate in such contest with its own counsel at its own expense.




1.17 TRAINING



Seller will make available Seller’s standard training for Customer’s personnel in the planning
for, operation and maintenance of Products and Software furnished hereunder in accordance with the
terms set forth in Attachment B.




1.18 TERMINATION OF ORDERS FOR CONVENIENCE



Customer may, upon written notice to Seller, terminate any Seller-accepted Purchase Order or
portion thereof, except with respect to Products or Licensed Materials that have already been
shipped and Services that have already been performed.



Upon any such termination or cancellation, for those Products not shipped but considered stock
items, Customer agrees that it will pay Seller a cancellation fee
equal to *** of the
price or license fee for such items (determined as of the Price
Effective Date). ***




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For those Products and Licensed Materials not shipped and considered customized or
non-stock items, Customer agrees to pay a cancellation fee based upon Seller’s engineering fees,
reasonably incurred out-of-pocket expenses (after adjustment for recoveries and/or salvage value,
if any) plus *** but in no case more than ***, unless otherwise
agreed to by Customer and Seller.




1.19 TERMINATION FOR BREACH




     (a) Customer Events of Default. Seller shall have the right to terminate this
Agreement in its entirety and/or terminate affected Purchase Orders only without any penalty
or payment obligation (subject to subsections 1.19(c) and 1.19(f) below) upon the occurrence and
during the continuance of any of the following events, each of which shall constitute a
material
breach of this Agreement by Customer (each, a “Customer Event of Default”):




     (i) Customer: (A) 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, (B) admits the material allegations of any petition in bankruptcy
filed against it, (C) is adjudged bankrupt, (D) is unable generally to pay its debts as
they mature, (E) makes a general assignment for the benefit of its creditors, or has a
receiver appointed for all or a substantial portion of its assets that is not discharged
within sixty (60) days after such appointment, or (F) commences any proceeding for relief
from its creditors in any court under any state insolvency statutes; or




     (ii) Customer assigns performance of its obligations other than as permitted under
this Agreement; or




     (iii) Customer fails to timely pay any undisputed amount owed to Seller, provided
that such failure is not cured within thirty (30) calendar days following Customer’s
receipt of written notice from Seller requiring it to do so; or




     (iv) Customer materially breaches any other obligation under this Agreement, provided
that such material breach is not cured, or if the material breach is incurable,
substantial progress toward a cure has not been made, within thirty (30) calendar days
following Customer’s receipt of written notice from Seller requiring it to do so.



     (b) Seller Events of Default. Customer shall have the right to terminate this
Agreement in its entirety and/or terminate affected Purchase Orders only without any penalty
or
payment obligation (subject to subsections 1.19(c) and 1.19(f) below) upon the occurrence and
during the continuance of any of the following events, each of which shall constitute a
material
breach of this Agreement by Seller (each, a “Seller Event
of Default”) :




     (i) Seller, upon written notification and a period of thirty (30) days, fails to
fulfill its obligations with respect to the satisfaction, discharge or bonding of liens as
set forth herein; or



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     (ii) Seller misses a Guaranteed Delivery Date as specified in an accepted
Purchase Order by more than *** beyond the Standard Interval for any Products or
Licensed Materials; provided that such failure to achieve such date was not caused by: (a) a
Force Majeure event; and/or (b) Customer’s failure to perform any material obligation that was
a pre-condition to Seller’s ability to timely achieve such Guaranteed Delivery Date, in which
event, Seller will be entitled to an extension of the Guaranteed Delivery Date equal to the
period of Customer’s delay plus, pursuant to Section 4.6 hereof, a commercially reasonable time
thereafter; or




     (iii) Seller materially breaches any service, support or maintenance services obligation,
provided that such material breach is not cured within thirty (30) calendar days (or any longer
cure period that may be set forth in a specific Section of this Agreement, as applicable)
following Seller’s receipt of written notice from Customer
requiring it to do so; or




     (iv) Seller materially breaches any representation or warranty set forth in this
Agreement, provided that such material breach is not cured within thirty (30) calendar days (or
any longer cure period that may be set forth in a specific Section of this Agreement, as
applicable) following Seller’s receipt of written notice from Customer requiring it to do so;
or




     (v) Seller fails to maintain insurance coverage as specified in Section 1.41, provided
that such failure is not cured within thirty (30) calendar days following Seller’s receipt of
written notice from Customer requiring it to do so; or




     (vi) Seller: (A) 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, (B) admits the material allegations of any petition in bankruptcy filed against it, (C)
is adjudged bankrupt, (D) is unable generally to pay its debts as they mature, (E) makes a
general assignment for the benefit of its creditors, or has a receiver appointed for all or a
substantial portion of its assets that is not discharged within sixty (60) days after such
appointment, or (F) commences any proceeding for relief from its creditors in any court under
any state insolvency statutes; or




     (vii) Seller disregards or violates any Applicable Laws or Applicable Permits which have a
material adverse effect on the business, financial condition or operations of Customer; or




     (viii) Seller assigns performance of its obligations other than as permitted under this
Agreement; or




     (ix) Seller materially breaches any other obligation under this Agreement, provided that
such material breach is not cured, or if the material breach is incurable, substantial progress
toward a cure has not been made, within thirty (30) calendar days following Seller’s receipt of
written notice from Customer requiring it to do so.



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     (c) Effect of Termination. If either Party terminates this Agreement and/or
affected
Purchase Orders, both Parties will be responsible for performing their respective obligations
under
this Agreement up through the date of termination (and thereafter to the extent this Agreement
and/or non-terminated Purchase Orders remain in effect following such termination). In any
event,
Seller’s obligations hereunder with respect to Products already delivered, installed and not
returned,
and Customer’s obligations with respect to payments for Products not returned, shall continue
in full force and effect.



     (d) Seller’s Remedies. Without limiting any other rights and remedies that may then
be available to Seller, upon the occurrence of a Customer Event of Default, subject to
Customer’s rights under Section 1.19(f), Seller shall be entitled to:




     (i) Subject to the terms of Section 1.25, seek to recover damages from Customer;
and/or

     (ii) If
applicable, seek to obtain the additional rights and remedies set forth in Section 1.19(g); and/or






     (iii) If permitted under Section 3.9. terminate affected Software licenses.


***


     (e) Customer’s Remedies. Without limiting any other rights and remedies that may
then be available to Customer, upon the occurrence of a Seller Event of Default, Customer
shall be
entitled to:




     (i)
Subject to the terms of Section 1.25, seek to recover damages from Seller; and/or




     (ii) Receive a full refund of all amounts paid to Seller with respect to terminated
Purchase Orders, which refund shall be paid by Seller to Customer within fourteen (14)
calendar days following Seller’s receipt of Customer’s demand for such refund; and/or




     (iii) Receive a full refund of all pre-paid but unearned amounts paid to Seller (such
as, by way of example and not of limitation, pre-paid support or maintenance fees), which
refund shall be paid by Seller to Customer within fourteen (14) calendar days following
Seller’s receipt of Customer’s demand for such refund; and/or




     (iv) If applicable, obtain the additional remedies described in Section 1.19(f);
and/or



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     (v) If applicable, seek to obtain the additional rights and remedies
set forth in Section 1.19(g).



     (f) Transition. Upon a complete or partial termination of this Agreement and/or a
Purchase Order for any reason, provided such termination results in the termination of
Customer’s right to use Products or Licensed Materials acquired hereunder or thereunder as
provided in Section 3.9, Customer shall have the option, for up to *** (the
“Transition Period”), to continue to use the applicable Product or Licensed Materials, or any
portion thereof, for the purposes set forth herein and upon the terms and conditions set forth
herein, ***. During such Transition Period, Seller shall make available to Customer (subject to
a
written agreement) all support and maintenance services and all other Services necessary for
an
orderly transition of the Product or Licensed Materials. If this Agreement and/or a Purchase
Order is completely or partially terminated, the Services provided by Seller during the
Transition
Period shall be provided at the prices and on the terms and conditions then in effect on the
termination date except that Customer shall be relieved of any exclusivity commitment.



     (g) Remedies Cumulative. Unless this Agreement expressly provides that a remedy is
the “sole and exclusive” remedy, the rights and remedies herein provided shall be cumulative
and
not exclusive of any rights or remedies that may be available at law or in equity.



     (h) Equitable Relief. Notwithstanding anything contained in this Agreement to the contrary,
the Parties shall be entitled to seek injunctive or other equitable relief whenever the facts or
circumstances would permit a Party to seek such equitable relief in a court of competent
jurisdiction.



1.20 PATENTS, TRADEMARKS AND COPYRIGHTS










     (a) Infringement Claims. In the event of any notice, charge, demand, complaint, claim,
action, proceeding or suit by a third party against any Customer Indemnified Party alleging:
(i)(A) infringement *** of any intellectual property rights of a Third Party, including but not
limited to, any patent, copyright or trademark; or (ii) that any Customer Indemnified Party is
required to obtain a license under any intellectual property rights of a Third Party (including but
not limited to, any patent, copyright or trademark) to exercise any rights granted by Seller under
this Agreement; or (iii) a misappropriation, conflict or other violation of any intellectual
property rights of a Third Party, including but not limited to, any trade secret or other
proprietary right, by reason of: (1) the Use, purchase, offer to sell, reproduction, and/or sale,
all of the foregoing in accordance with this Agreement by, or the exercise of any rights granted by
Seller hereunder to, Customer, its Affiliates, Designated Entities, their customers and/or
Authorized Users of any *** Products, Software, Licensed Materials, Information, Know-How and/or
Specifications; and/or (2) the exercise of any rights granted by Seller hereunder to Customer, its
Affiliates, their customer and/or Authorized Users, including, but not limited to, the rights
granted in Sections 1.21, 1.27, 2.6, 3.2, 3.3, and 3.6; (3) the performance of any Services by or
on behalf of Seller and/or any




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Customer Indemnified Party under this Agreement; (each, an “Infringement Claim”), Seller, at its
expense, will indemnify, defend and hold harmless Customer and its Affiliates, and their respective
directors, officers, employees, *** representatives, agents, *** (collectively, the “Customer Indemnified Parties”) from and against any and all losses,
liabilities, suits, damages and claims (including reasonable attorneys’ fees) arising out of any
such Infringement Claim, subject to the conditions and exceptions stated below. Without Customer’s
prior written consent, Seller will not agree to any settlement or any compromise that does not
provide a full and complete release of the Customer Indemnified Parties from any and all liability
with respect to such Infringement Claim. If the terms of such a proposed settlement would require
a Customer Indemnified Party to take any action (including, without limitation, to pay money
damages that will not be paid in full by Seller, or to refrain from taking any action), Seller
shall obtain Customer’s prior written consent to those terms of the settlement.




     Customer shall have the right, at its expense, to employ separate counsel to participate in
the defense of an Infringement Claim on behalf of any Customer Indemnified Party.




     (b) Injunctions. If use of any Products and/or Licensed Materials by Customer and/or its Affiliates
is enjoined or in Seller’s opinion is likely to be enjoined or subject to an Infringement Claim,
Seller, at its expense and at Seller’s option (following consultation with Customer), will either:
(i) replace such Product or Licensed Materials with a substitute product and/or licensed materials
that have substantially the same Form, Fit, Function and performance capabilities but that are free
of any infringement; (ii) modify such Product or Licensed Materials so that they will be free of
the infringement while retaining substantially the same Form, Fit, Function and performance
capabilities; or (iii) procure for Customer a license or other right to use such Products and/or
Licensed Materials. If, after exercising its best efforts, none of the foregoing options can be
implemented by Seller within a reasonable period of time, Seller shall, at its sole cost and
expense, accept return of the Products and/or Licensed Materials that are the subject of such
injunction and: (A) exercises its best efforts to procure for Customer a transitional period of
continued use of such Products and/or Licensed Materials as provided in Section 1.19(f) but, in any
event makes available to Customer the other transition services described therein; and (B) promptly
refunds to Customer any amounts paid to Seller for the affected Products and/or Licensed Materials,
***.



     (c) Notice and Cooperation. Customer shall give Seller prompt notice of all
Infringement Claims, and Seller shall have full and, subject to the restrictions set forth in
subsection (a) above, complete authority to assume the sole defense of them, including
appeals,
and to settle them. Customer shall, upon Seller’s request and at Seller’s expense, furnish
all
information and assistance reasonably available to Customer and cooperate in every reasonable
way to facilitate the defense and settlement of any Infringement Claim.



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     (d) Exclusions. Seller shall not be responsible or liable for any
Infringement Claim
to the extent that it: (i) arises from adherence to design modifications, specifications,
drawings,
or written instructions which Seller is directed by Customer to
follow; or (ii) arises from

adherence to instructions to apply Customer’s trademark, trade name or other company
identification; or (iii) resides in a product or licensed materials which are not of Seller’s
origin
and which are furnished by Customer to Seller for use under this Agreement; (iv) relates to a
modification made by Customer of any Product or Licensed Materials not authorized, permitted
or directed by Seller; or (v) relates to uses of any Product or Licensed Materials provided by
Seller in combination with any other item not furnished, recommended in writing or otherwise
approved in writing directly by Seller, or (vi) relates to Customer Indemnified Party’s
continued
infringement after (a) Seller has notified Customer in writing that a Product or Licensed
Material
or service may infringe the intellectual property rights of a Third Party, (b) Seller has
agreed to
indemnify Customer for any such infringement, (c) Seller has provided to Customer the remedies
set forth in paragraph (b) of this Section, and (d) Customer Indemnified Party has failed to
implement or allow Seller to implement the remedies provided in subsection 1.20(b). In the
foregoing cases numbered (i) through (vi), Customer will indemnify, defend and save Seller
harmless, subject to the same terms and conditions and exceptions stated above with respect to
Seller’s rights and obligations under this Section.



     (e) Remedies. The liability of Seller and Customer with respect to any and all
claims, actions, proceedings or suits by third parties alleging infringement of patents,
trademarks
or copyrights or violation of trade secrets or proprietary rights because of, or in connection
with,
any Products or Licensed Materials furnished under this Agreement, shall be limited to the
specific undertakings in this Section.



1.21 USE OF INFORMATION




     (a) Use and Disclosure Restrictions. All Information including, without limitation.
Information which bears a legend or notice restricting its use, copying or dissemination, shall
remain the property of the furnishing Party. Such Information shall: (i) not be reproduced or
copied, in whole or part, except for use as authorized in this Agreement; and (ii) together with
any full or partial copies thereof, be returned or destroyed when no longer needed. Moreover, when
Seller is the receiving Party, Seller shall use such Information only for the purpose of performing
under this Agreement, and when Customer is the receiving Party, Customer shall use such Information
only: (iii) to order Products, Licensed Materials and/or Services; (iv) to evaluate Products,
Licensed Materials and/or Services; and (v) to install, operate, and maintain the particular
Products or Software for which it was originally furnished. The foregoing use restrictions set
forth in this Section 1.21 shall not apply to Information that: (vi) is or hereafter becomes,
through no act or failure to act on the receiving Party’s part, generally known in the relevant
industry; or (vii) is furnished to the receiving Party by a third party as a matter of right
without restriction on disclosure; or (viii) is independently developed by the receiving Party or a
third party without use of or reference to the disclosing Party’s Information. Unless the
furnishing Party consents in writing, such Information, except for that part, if any, which is
known to the receiving Party by way of subsections (vi) through (viii) above, shall be held in
confidence by the



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receiving Party using the same degree of care as such Party uses for its
own Information of similar importance, but in no event using less than reasonable
care. The receiving Party may disclose the furnishing Party’s Information as provided
in subsection (c) below. ***.




     (b) Survival. The provisions of this Section 1.21 shall survive the expiration or
termination of this Agreement for a period of ***. Each Party agrees and
acknowledges
that money damages would not be sufficient to remedy any breach of
this Section 1.21,
and that
the aggrieved Party shall be entitled to seek specific performance and injunctive
relief as remedies
for such breach or any threatened breach of this Section. Such remedies shall not be deemed the
exclusive remedies for a breach of this Section 1.21 by a Party but shall be in
addition to all remedies available at law or in equity to such Party, including
recovery of damages from the breaching Party. For purposes of this Section, the term
“Party” shall also include Affiliates of the Party.



     (c) Permitted Disclosures. A Party shall be entitled to disclose the terms and
conditions of this Agreement and any Information acquired by it under or pursuant to
this
Agreement without the prior consent of another Party to the following Persons;
provided that, to
the extent the disclosure will be made to any third party, such third party must be
bound by obligations of confidentiality that are substantially similar to the obligations set
forth in this
Section 1.21:





     (i) to any Affiliate (in the case of Seller), or to any Authorized User (in
the case of Customer) of such Party, and to the investors, directors, officers,
employees, financial advisors, attorneys, contractors, agents and
representatives of such Party and its Affiliates who have a legitimate need to
see such Information;




     (ii) to any outside consultants or advisers engaged by or on behalf of such
Party in connection with the construction, financing, operation or transfer of
the PCS Systems, and acting in that capacity, provided that such consultants or
advisers are not engaged in a business substantially similar to the primary
business of the furnishing Party;




     (iii) to its existing or potential lenders, and to any potential assignees,
potential purchasers of, or potential investors in, such Party;




     (iv) to the extent required by law or regulation (including, without
limitation, by the Securities and Exchange Commission and/or any stock exchange)
or pursuant to an order of any court of competent jurisdiction, provided that,
in the case of a court order or request from a regulatory agency, the receiving
Party promptly shall inform the furnishing Party prior to such disclosure (if
possible under the circumstances) to enable the furnishing Party to seek a
protective order or other adequate assurance that this Agreement and any data or
information (including Information) will be withheld from the public record or,
to



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the extent the furnishing Party does not have standing to object to the
disclosure, the receiving Party will take all reasonably necessary actions, at the
furnishing Party’s written request and expense, to seek such a protective order or other
such adequate assurances, or a redaction of highly sensitive Information; or




     (v) to any insurer under a policy of insurance purchased by a Party in connection
with, in whole or in part, its obligations under this Agreement.



1.22 NOTICES



Except as otherwise set forth herein, all notices required or permitted to be given under this
Agreement shall be in writing and shall be addressed to the addresses set forth below or to such
other address as either Party may designate by notice pursuant hereto and shall be: (a) delivered
personally; (b) sent by certified mail (return receipt requested); (c) sent by a recognized
overnight mail or courier service with delivery receipt required; or (d) sent by confirmed
facsimile transfer. Such notices shall be deemed to have been given when received at the addresses
set forth below.




	 	 	 	 	 	 	 
	 

	 	To Seller:
	 	Lucent Technologies Inc.

2400 Dallas Parkway, Suite 505

Plano, Texas 75093

***

***
	 	 
	 
	 	 	 	 	 	 
	 

	 	Copy To:
	 	Lucent Technologies Inc.

67 Whippany Road, 15C-413

Whippany, New Jersey 07981

***

***	 	 
	 
	 	 	 	 	 	 
	 

	 	To Customer:
	 	MetroPCS, Inc.

8144 Walnut Hill Lane, Suite 800

Dallas, Texas 75231
 Attn.: Chief
Technical Officer
***	 	 
	 
	 	 	 	 	 	 
	 

	 	Copy To:
	 	MetroPCS, Inc.

8144 Walnut Hill Lane, Suite 800

Dallas, Texas 75231
 Attn.: Legal
Department
***	 	 






1.23 RIGHT OF ACCESS




     (a) General. Each Party shall provide the other access to its facilities as reasonably
required in connection with the performance of the respective obligations under this Agreement. No
charge shall be made for such access. Reasonable prior notification will be given when access



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is required. Seller shall coordinate any access with Customer’s designated
representative prior to visiting any Site. Customer shall obtain for Seller’s and its
Subcontractor’s employees any necessary identification and clearance credentials to enable Seller
and its Subcontractors to have access to the Site. Upon receipt of Site rules from Customer,
Seller agrees to cause its employees and Subcontractors to comply with all Site rules while on
Customer’s Site. The employees and Subcontractors of Seller shall, while on Customer’s premises,
comply with all Site rules and guidelines including, but not limited to, Applicable Laws. Neither
Party shall require waivers or releases of any personal rights in connection with visits to its
premises, and no such releases or waivers shall be pleaded by either Party in any action or
proceeding.




     (b) Site Rules. To the extent that Customer does not own a Site, upon receipt of the
Site rules from Customer, Seller’s obligations to adhere to Site rules and guidelines shall
include,
without limitation, those rules and guidelines required by Customer, its Affiliates, a
Designated
Entity and/or any landlord and/or the property manager having care and control of such Site.



     (c) No Interference. Seller shall install all Products and perform the Services so as to
cause no unauthorized interference with, or obstruction of, lands and thoroughfares or rights
of
way on or near which the installation work is to be performed. Seller shall exercise every
reasonable safeguard to avoid damaging existing facilities, and if repairs or new construction
are
required in order to replace facilities damaged by Seller, such repairs or new construction
shall be
at Seller’s sole cost and expense, ***. Seller understands
that
many of the Sites may be co-located with other RF transmission facilities, and Seller shall
take all
necessary precautions and safety measures to ensure the safety of all of the personnel of
Seller and
its Subcontractors at such Sites. Customer shall use its reasonable best efforts to ensure
that no
other third parties employed or engaged by Customer hinder or delay Seller in the performance
of its obligations hereunder, including the provision of Services.



1.24 INDEPENDENT CONTRACTOR



All work performed by a Party under this Agreement shall be performed as an independent contractor
and not as an agent of the other, and no personnel furnished by the performing Party shall be
considered the employees or agents of the other. The performing Party shall be responsible for its
employees’ and contractors’ compliance with all Applicable Laws while performing work under this
Agreement.




1.25 LIMITATIONS ON REMEDIES




     (a) Cap on Direct Damages. Except for
claims arising out of or relating to: ***, in no event shall the aggregate, cumulative liability
of a Party and its Affiliates to the other Party and its Affiliates for any and all claims, losses,
damages, and expenses arising out of or relating to this Agreement,
exceed ***



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***.




     (b) Disclaimer of Non-Direct Damages. EXCEPT FOR CLAIMS ARISING OUT
OF OR RELATING TO *** NEITHER PARTY NOR ITS AFFILIATES AND/OR
ITS RESPECTIVE EMPLOYEES AND AGENTS, SHALL BE LIABLE FOR INCIDENTAL,
INDIRECT, SPECIAL AND/OR CONSEQUENTIAL DAMAGE OR LOST PROFITS,
REVENUES OR SAVINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR
THE USE OR PERFORMANCE OF ANY PRODUCT OR LICENSED MATERIALS,
WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT,
INCLUDING NEGLIGENCE, OR STRICT LIABILITY. THIS SECTION 1.25(b) SHALL
SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY.



     (c) Notice of Claims. Each Party shall endeavor to give the other Party prompt notice
of any claim. Any action or proceeding by one Party against the other Party must be brought
within the appropriate limitations period prescribed by Applicable Law.



1.26 FORCE MAJEURE




     (a) General. Except with respect to Customer’s obligation to make timely payments
under this Agreement, neither Party shall be held responsible for any delay or failure of
performance to the extent that such delay or failure is caused by a Force Majeure, but only
if, and
to the extent:




     (i) such circumstance is not within the reasonable control of the Party affected; and




     (ii) such circumstance, despite the exercise of reasonable, diligent efforts and
pursuit of reasonable, alternative measures, cannot be prevented, avoided or removed by
such Party; and




     (iii) such event materially adversely affects (in cost and/or time) the ability of the
affected Party to fulfill its obligations tinder this Agreement.



     (b) Obligations Upon Occurrence of Force Majeure. The Party claiming the benefit
of excusable delay hereunder shall: (i) promptly notify the other Party of the circumstances
creating the failure or delay and provide a statement of the impact on such Party of the Force
Majeure event; and (ii) use all reasonable efforts to avoid or remove the effects of the Force
Majeure event. If a Force Majeure event prevents Seller from performing its obligations under
this
Agreement for a period exceeding thirty (30) days, upon written notice to Seller, Customer
shall
have the right to cancel without penalty or further obligation to Seller any affected Purchase
Orders
and/or contract with another supplier for any products, licensed materials and services that
Seller is
unable to provide or perform pursuant to such Purchase Orders, regardless of any exclusivity
provision, if any, that may be contained in this Agreement. If an event of Force Majeure
prevents



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Seller from performing its obligations under this Agreement for a period exceeding
***, Customer may, upon prior written notice to Seller, terminate this Agreement.




     (c) Change Orders. Subject to Customer’s rights under Section 1.26(b), which shall prevail
over any contrary terms in this subsection (c), upon the occurrence of a Force Majeure event from
which the affected Party has used all best efforts to recover, at the written request of the
affected Party in accordance with Sections 1.7 or 1.8, as applicable, the other Party shall in
good faith negotiate a Change Order, to the extent reasonable and necessary, to address scheduling
and other performance issues impacted by such Force Majeure event.



1.27 ASSIGNMENT




     (a) General. Except as provided in this Section, neither Party shall assign this
Agreement or any right or interest under this Agreement, nor delegate any Services or other
obligation to be performed under this Agreement (each, an “Assignment”) without the other
Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned
or
delayed. At the non-assigning Party’s option, any attempted Assignment in contravention of
this
Agreement shall be void and ineffective.



     (b) Customer’s Assignments. Upon: (i) Seller’s acceptance of any Assignment by
Customer pursuant to this Section 1.27, where such acceptance is required; and (ii) the
assignee’s
assumption of all of Customer’s duties under this Agreement (including, without limitation,
indemnities, warranties and other obligations) as evidenced in a writing in form and substance
reasonably satisfactory to Seller; and (iii) the payment in full of all undisputed amounts due
and
owing by Customer under this Agreement at the time of Assignment, Customer shall be released
and discharged, to the extent of the Assignment and full performance prior to assignment of
all
obligations not assigned to Customer’s assignee, from all further duties and
obligations
hereunder.



     (c) Seller’s Assignments. Upon: (i) Customer’s acceptance of any Assignment by
Seller pursuant to this Section 1.27, where such acceptance is required; and (ii) the
assignee’s
assumption of all of Seller’s duties (including, without limitation, those duties for which
Seller
has been paid directly) under this Agreement (including, without limitation, indemnities,
warranties and other obligations) as evidenced in a writing in form and substance reasonably
satisfactory to Customer; and (iii) the payment in full of all undisputed amounts (including,
without limitation, applicable credits) due and owing by Seller under this Agreement at the
time
of Assignment. Seller shall be released and discharged, to the extent of the Assignment and
full
performance prior to assignment of all obligations not assigned to Seller’s assignee, from all
further duties and obligations hereunder.



     (d) Customer’s Collateral Assignment. Without Seller’s consent, Customer shall
have the right to collaterally assign its rights hereunder for security purposes (including,
without
limitation, all licenses with respect to the Licensed Materials) to any or all lenders
providing
financing for any part of a PCS System, provided that such assignment does not amend or
modify any of Customer’s obligations hereunder or any of Seller’s rights or obligations under
this
Agreement.



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     (e) Assignment to Affiliates. Notwithstanding the foregoing, each Party shall
have
the right to assign this Agreement and to assign its rights and delegate its duties under this
Agreement, in whole or in part, at any time and without the other Party’s prior written
consent, to
any present or future Affiliate of the assigning Party, provided such assignee entity has
sufficient
resources and capitalization in the non-assigning Party’s reasonable opinion to undertake the
assigning Party’s obligations contained in this Agreement. The assigning Party under this
Section shall give the non-assigning Party prompt written notice of the Assignment. For
purposes of this Section, the term “Agreement” includes this Agreement, any subordinate
agreement placed under this Agreement and any Purchase Order placed under this Agreement or
subordinate agreement.



     (f) Assignment in Connection with Sale of Business. Notwithstanding the
foregoing and subject to the conditions of this paragraph, each Party shall have the right to
assign
this Agreement, including all of its rights and obligations under this Agreement, at any time
and
without the other Party’s prior written consent, to a successor in interest in connection with
that
Party’s sale of all, or substantially all, of its assets or stock or in connection with a
merger,
consolidation or change of control. As conditions to the preceding sentence: (i) the
assigning
Party under this Section shall give the non-assigning Party prompt written notice in advance
of
the Assignment; (ii) the assignee shall execute an assumption of the assigning Party’s duties
under this Agreement (including, without limitation, indemnities, warranties
and other
obligations) as evidenced in a writing in form and substance reasonably satisfactory to the
non-assigning Party; and (iii) the assignee shall not be engaged in a business substantially
similar to
the primary business of the non-assigning Party. For purposes of this Section, the term
“Agreement” includes this Agreement, any subordinate agreement placed under this Agreement
and any Purchase Order placed under this Agreement or subordinate agreement.



     (g) Assignment of Third Party Software. Notwithstanding anything in this Section
1.27 to the contrary, Customer may not assign any rights or interest in any third party software
licensed by Seller to Customer under this Agreement to the extent that Seller is not able to
license such third party software to Customer with rights of assignment. Seller shall, to the
extent possible, license all third party software licensed by Seller to Customer under this
Agreement granting Customer rights of assignment. To the extent that Seller is not able to
license Customer any third party software minimally granting Customer the rights to assignment
set forth in subsections (a) through (f), Seller shall clearly identify any limitations on
assignment
rights in the applicable Purchase Order or applicable Attachment to this Agreement.



1.28 GENERAL INDEMNITIES




     (a) General. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless
the other Party and such other Party’s Affiliates, and their respective directors, officers,
employees, agents, Subcontractors, representatives, successors and assigns (collectively for
purposes of this Section 1.28, the
“Indemnified Party”), from and against any Liabilities
(including reasonable attorney’s fees) incurred by the Indemnified Party because of a suit, claim
or demand of a third party or third parties for: ***



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***



     (b) Indemnity
Incorrectly Provided. ***


1.29 PUBLICITY



In accordance with Attachment K, each Party shall submit to the other Party a proposed copy of
all Advertising wherein the name, trademark or service mark of the other Party or its
Affiliates is mentioned, and neither Party shall publish or use such Advertising
without the other’s prior written approval, which approval shall be granted in
accordance with Attachment K.




1.30 APPLICABLE LAW



The laws of the State of Delaware (without regard to its conflicts of laws
principles to the extent they would refer to and/or apply the laws of another
jurisdiction) shall govern all matters arising out of or relating to this Agreement,
including, without limitation, its interpretation, construction, performance and
enforcement, and any and all of the Parties’ rights, remedies, liabilities, powers and
duties. Any Party bringing a legal action or proceeding against any other Party arising
out of or relating to this Agreement may (but shall not be required) bring the legal
action or proceeding in the United States District Court for the District of Delaware
or in any court of the State of




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Delaware sitting in the city of Dover. Each Party submits to the nonexclusive
jurisdiction of the United States District Court for the District of Delaware and its appellate
courts, and any court of the State of Delaware sitting in Dover and its appellate courts, for the
purposes of legal actions and proceedings arising out of or relating to this Agreement.




1.31 SURVIVAL OF OBLIGATIONS



The Parties’ rights and obligations which, by their nature, reasonably should be assumed to
continue beyond the termination, cancellation, or expiration of this Agreement, including, without
limitation, those set forth in Sections 1.1, 1.2(b), 1.10,1.16,
1.19, 1.20, 1.21, 1.25, 1.28,1.30,1.31, 1.32, 1.35, 1.36, 2.6, 2.9, 3.2, 3.3, 3.8, 3.9, 3.10, 4.7, 5.1
and 5.2, shall survive such termination, cancellation, or expiration.




1.32 SEVERABILITY



If any provision in this Agreement shall be held to be invalid, illegal or unenforceable, the
remaining portions of this Agreement shall remain in full force and effect, if the essential terms
and conditions of this Agreement for both Parties remain valid, legal
and enforceable. *** In the event such invalid, illegal or unenforceable provision is considered an
essential element of this Agreement, the Parties promptly shall negotiate a replacement provision.
If the Parties are unable to agree to a replacement provision within thirty (30) days of the
essential element’s being held invalid, illegal or unenforceable, either Party shall have the
option to terminate this Agreement upon written notice to the other Party provided that such
written notice is sent within thirty (30) days following the date that the Parties are unable to
agree to a replacement provision.




1.33 NON-WAIVER



No waiver of the terms and conditions of this Agreement, or the failure of either Party strictly
to enforce any such term or condition on one or more occasions, shall be construed as a waiver of
the same or of any other term or condition of this Agreement on any other occasion.




1.34 CUSTOMER RESPONSIBILITY



Customer shall, at no charge to Seller, provide Seller with such electrical and environmental
conditions, technical information, data, technical support, or assistance as may reasonably be
required by Seller to fulfill its obligations under this Agreement, any subordinate agreement, or
Purchase Order. If Customer fails to provide any Seller-identified required conditions,
information, data, support, or assistance within a reasonable period of time following Seller’s
request, Seller shall be discharged from any affected obligations until Customer cures such
failure, but only if the effects of such Customer failure could not reasonably have been avoided by
Seller through the exercise of reasonable alternatives.




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1.35 DISPUTE RESOLUTION



Any claim, counterclaim, demand, cause of action, dispute, and controversy arising out of or
relating to this Agreement or the relationship established by this Agreement, any provision
hereof, the alleged breach thereof, or in any way relating to the subject matter of this
Agreement, involving the Parties and/or their respective representatives (collectively the
“Claims”), even though some or all of such Claims allegedly are extra-contractual in nature,
whether such Claims sound in contract, tort, or otherwise, at law or in equity, under state or
federal law, whether provided by statute or the common law, for damages or any other relief, shall
be resolved by binding arbitration. The arbitration proceeding shall be held in the City of
Dallas, State of Texas, USA, unless otherwise agreed to in writing by the Parties hereto, shall be
governed by the Federal Arbitration Act and shall be conducted in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (“AAA”). In deciding the substance of
the Parties’ Claims, the arbitrators shall refer to the laws of the State of Delaware. Each Party
shall designate an arbitrator, who shall be impartial, within fifteen (15) days of receiving
notification of the filing with AAA of an arbitration demand. The two (2) designated arbitrators
jointly shall select a third, impartial arbitrator. If either Party fails to designate an
arbitrator within the fifteen (15) day period described above, that Party’s arbitrator shall be
appointed by the AAA. The Parties agree that: (a) the arbitrators must be knowledgeable in
industry standards and practices and the matters giving rise to the dispute; (b) the arbitrators
shall not have the power and authority to award treble, exemplary or punitive damages of any type
under any circumstances whether or not such damages may be available under state or federal law,
or under the Commercial Arbitration Rules of the AAA, the Parties hereby waive their right, if
any, to recover such damages; (c) the authority of the arbitrators shall be limited to construing
and enforcing the terms and conditions of this Agreement as expressly set forth herein; and (d)
the arbitrators shall state the reasons for their award, and the legal and factual conclusions
underlying the award of the arbitrators shall be final, and judgment upon the award may be
confirmed and entered in any court, state or federal, having jurisdiction.



Nothing contained in this Section or elsewhere in this Agreement shall prevent a Party from
seeking injunctive or other equitable relief in a court of competent jurisdiction.




1.36 SECURITY INTEREST



Subject to the further terms of this Section, Customer hereby grants Seller a security
interest in the Products and Software sold and/or licensed by Seller to Customer under this
Agreement, and all proceeds of them in any form, to secure payment of amounts due from Customer
hereunder. The security interest in a specific item of Products or Software automatically shall
terminate and shall be deemed released upon full and final payment by Customer of the purchase
price or license fee, as applicable, for that specific item of Products or Software. Customer shall
provide such additional documentation as is reasonably necessary to establish or perfect this
security interest. If Customer forwards to Seller a written notice listing specific Products and
Software that have been fully and finally paid and requesting that such Products and Software be
released from Seller’s Uniform Commercial Code (“UCC”) financing statement filings, within ten (10)
calendar days after receipt of such request, Seller shall file an appropriate UCC-3 “Amendment
(Collateral Change)” setting forth as “deleted” a description of the Products and Software so
listed by Customer that have been fully and finally paid. If Seller fails to comply with the




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foregoing obligations to timely file any such UCC-3 form, Customer shall have the
right to take all necessary steps to effectuate an appropriate deletion of those Products and
Software from Seller’s UCC financing statement filings (and Seller hereby appoints Customer as its
attorney in fact for the limited purpose of executing such UCC-3 forms and any other documents
that may be required to effectuate such deletion of collateral in the event that Seller does not
comply with its contractual obligations as set forth herein) ***.
Customer warrants that its legal name, address of its principal place of business and state of
organization are as set forth in the first unnumbered paragraph of this Agreement. Customer shall
promptly notify Seller of any change in this information. Seller shall be responsible for all
costs associated with perfecting and terminating such security interest.




1.37 FINANCING REQUIREMENTS



Seller acknowledges that the attainment of financing for construction of the PCS Systems may be
subject to conditions that are customary and appropriate for the providers of such financing.
Therefore, Seller 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 PCS System) which do not modify the scope of Seller’s work or Seller’s rights or
obligations hereunder. In the event that any such proposed amendment or modification increases
Seller’s risk or costs hereunder, Customer and Seller shall negotiate in good faith to adjust
pricing, 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. In no event
shall Seller be required to accept any modification or amendment pursuant to this Section.
Customer acknowledges that obtaining financing is its sole responsibility and Customer covenants
and agrees that it shall not make or assert, and Seller shall not be liable for, any claim, suit,
action or demand for damages or relief of any type arising from or related to Seller’s refusal to
agree to any amendment or modification to this Agreement. In addition. Customer acknowledges that
its payment obligations hereunder are not contingent or conditional upon financing arrangements.




1.38 REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER




     Seller hereby covenants, represents and warrants to Customer as follows:



     (a) Due Organization of Seller. Seller is a corporation duly incorporated, validly
existing and in good standing under the laws 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 makes such qualification necessary.



     (b) Due Authorization of Seller; Binding Obligation. Seller 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 Seller have been



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duly authorized by all necessary corporate action on the part of Seller; this
Agreement has been duly executed and delivered by Seller and is the valid and binding obligation
of Seller 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.




     (c) Non-Contravention. The execution, delivery and performance of this
Agreement by Seller and the consummation of the transactions contemplated hereby will comply
with and will not contravene any Applicable Law or Applicable Permit.



     (d) Third Party 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 Seller have been obtained or will be obtained prior to any requirement therefor.



     (e) Eligibility under Applicable Laws and Applicable Permits. Seller covenants
and agrees that it will ensure that Seller and its Subcontractors are and remain eligible
under all
Applicable Laws and Applicable Permits for which it is responsible to perform the Services
under this Agreement in the various jurisdictions involved.



     (f) Further Assurances. Seller covenants and agrees that it will execute and deliver all
further instruments and documents, and take all further action, including, but not limited to, the
filing of notices of completion with the appropriate state, provincial and local lien recording
offices, that may be necessary or that Customer may reasonably request in order to enable Seller
to complete performance of the Services or to effectuate the purposes or intent of this Agreement.



     (g) Liens and Other Encumbrances.




     (i) Protect Work from Liens. Without limiting Seller’s obligations under Section
1.36, with respect to the Products delivered hereunder, Seller covenants and agrees to
protect and keep them free from any and all claims, liens, charges or encumbrances in the
nature of mechanics’, laborers’ and/or materialmens’ liens, or otherwise arising out of or
in connection with performance by Seller and/or any Subcontractor, and to promptly have any
such lien released by bond or otherwise, and make any and all filings and take any and all
other actions reasonably requested by Customer in order that Customer may take advantage of
the relevant local mechanics’ lien waiver procedures with respect to mechanics’ liens, and
Customer will cooperate in helping Seller to fulfill its obligation under this Section to
the extent reasonably necessary.



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     (ii) Bonds. If any laborers’, materialmen’s, mechanics’, or other similar
lien or claim is filed by any Subcontractor, Seller will cause such lien to be satisfied or
otherwise discharged, or will file a bond in form and substance satisfactory to Customer in
lieu thereof within ten (10) Business Days following the filing thereof. If any such lien
is filed or otherwise imposed, and Seller does not cause such lien to be released and
discharged as provided in the preceding sentence, or file a bond in lieu thereof, then,
without limiting Customer’s other available remedies, Customer 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 Customer’s satisfaction and permanently set off
such sums from any payment then due or thereafter to become due to Seller under this
Agreement.




     (iii) Non-Responsibility Notice. Customer reserves the right to post or place on
and/or within the PCS System notices of non-responsibility, or to do any other act required
by Applicable Law, to exempt Customer and the PCS System from any liability to third
parties by reason of any Services or improvements to be performed or furnished by Seller
hereunder; provided that failure by Customer to do so will not release or discharge Seller
from any of its obligations hereunder.



     (h) Requisite Knowledge. Seller represents that it has all requisite knowledge, know-how,
skill, expertise and experience to perform its obligations in accordance with the terms of this
Agreement.



1.39 REPRESENTATIONS, WARRANTIES AND COVENANTS OF CUSTOMER




     Customer hereby covenants, represents and warrants to Seller as follows:



     (a) Due Organization of Customer. Customer is a corporation duly incorporated,
validly existing and in good standing under the laws 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 makes such qualification necessary, except to the extent
failure to do so would not have a material adverse effect on either Party’s ability to perform
its
obligations hereunder.



     (b) Due Authorization of Customer; Binding Obligation. Customer 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
Customer have been duly authorized by all necessary corporate action on the part of Customer;
this Agreement has been duly executed and delivered by Customer and is the valid and binding
obligation of Customer 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



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specific enforcement or of injunctive relief is subject to the discretion of the court
before which any proceeding therefore may be brought.




     (c) Non-Contravention. The execution, delivery and performance of this
Agreement by Customer and the consummation of the transactions contemplated hereby will
comply with and will not contravene any Applicable Law or Applicable Permit.



     (d) Third Party 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 Customer have been obtained or will be obtained prior to any requirement therefor.



     (e) Eligibility under Applicable Laws and Applicable Permits. Customer
covenants and agrees that it will ensure that Customer and its subcontractors are and remain
eligible under all Applicable Laws and Applicable Permits for which it is responsible to
perform
any work required to be performed by Customer under this Agreement in the various
jurisdictions involved.



     (f) Further Assurances. Customer covenants and agrees that it will execute and
deliver all further instruments and documents, and take all further action, including, but not
limited to, the filing of notices of completion with the appropriate state, provincial and
local lien
recording offices, that may be necessary or that Seller may reasonably request in order to
enable
Seller to complete performance of the Work or to effectuate the purposes or intent of this
Agreement.



     (g) Requisite Knowledge. Customer represents that it has all requisite knowledge,
know-how, skill, expertise and experience to perform its obligations in accordance with the
terms of this Agreement.



1.40 SUBCONTRACTORS




     (a) General. With Customer’s prior written consent, which shall not be unreasonably withheld,
conditioned or delayed, Seller may subcontract any portion of its obligations under this Agreement,
but no such subcontracting shall relieve Seller from primary responsibility and liability for the
performance of Seller’s covenants and obligations under this Agreement. Notwithstanding anything
that may be contained herein to the contrary, regardless of whether Customer consents to Seller’s
use of a particular Subcontractor or whether Seller uses a Subcontractor recommended by Customer,
use by Seller of a Subcontractor shall not, under any circumstances: (i) give rise to any claim or
defense by Seller against Customer if such Subcontractor breaches its subcontract or agreement with
Seller; (ii) give rise to any claim by such Subcontractor against Customer; (iii) create any
contractual obligation by Customer to the Subcontractor; (iv) give rise to a waiver by Customer of
its rights to reject any defects or deficiencies in the work to be performed by Seller hereunder;
or (v) in any way release Seller from being solely responsible to Customer for the work to be
performed by Seller under this Agreement.



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     (b) Inconsistent Terms. The terms of this Agreement shall in all events be binding upon
Seller regardless of and without regard to the existence of any inconsistent terms in any agreement
between Seller and any Subcontractor whether or not and without regard to the fact that Customer
may have directly and/or indirectly had notice of any such inconsistent terms.



     (c) Removal of Subcontractors. Customer has the right at any time to request removal of a
Subcontractor and/or any of a Subcontractor’s personnel from work on the PCS System upon reasonable
grounds and reasonable prior notice to Seller. Seller shall remove such Subcontractor and/or
Subcontractor’s personnel upon such notice and shall use its best commercially reasonable
efforts to replace such removed Subcontractor and/or any of Subcontractor’s personnel without
causing any delay on any work on the PCS System; provided, however that to the extent that Seller
uses its best commercially reasonable efforts to replace such removed Subcontractor and/or any of
Subcontractor’s personnel, Seller shall not be responsible for any delay on any work on the PCS
System. Such request shall be in writing and, upon receipt of such request.



     (d) Insurance. Seller 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
of the types and levels customary in the industry (provided that the maintenance of any such
Subcontractor insurance shall not relieve Seller of its other obligations pursuant to this
Agreement), and Seller shall use its commercially reasonable efforts to have Customer and its
Affiliates named as additional insureds under such policies with a right to receive notice of any
termination of such policies. Seller shall, upon Customer’s request, furnish Customer with
evidence of such insurance in form and substance reasonably satisfactory to Customer.



     (e) Warranties. The warranties of Seller hereunder shall be deemed to apply to all Services
performed by any Subcontractor as though Seller had itself performed such Services.



     (f) Payments to Subcontractors. Seller shall make all payments it is contractually required
to make to all Subcontractors (except in the case of legitimate disputes between Seller and any
such Subcontractor arising out of the subcontract between Seller and such
Subcontractor) in accordance with the respective agreements between Seller and
its Subcontractors. If Customer provides Seller with notice that any payment owed by Seller to a
Subcontractor is past due (except in the case of legitimate disputes between Seller and
Subcontractor), Seller shall pay such Subcontractor within five (5) Business Days of receipt of
such notice from Customer, failing which Customer may pay the Subcontractor directly and obtain
reimbursement from Seller for the payment to the Subcontractor ***.



1.41 INSURANCE




     (a) Coverages. Both Parties shall maintain during the Term of this Agreement the following
insurance coverages, as well as any other insurance required by Applicable Law: (i) Workers’
Compensation insurance or qualified self-insurance in amounts and as required by law; (ii)
employer’s liability insurance with a limit of at least one hundred thousand ($100,000.00)



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dollars for each occurrence; (iii) Commercial General Liability (CGL) insurance with a limit
of at least one million dollars ($1,000,000.00) dollars per occurrence; and (iv) automobile
liability insurance with a limit of at least one million ($1,000,000.00) dollars for bodily
injury, including death, to any one person. Seller’s CGL insurance will be primary and not
contributing with or in excess of coverage that Customer may carry. Seller’s CGL insurance will
name Customer as an additional insured. From time to time upon written request, a Party shall
furnish to the other Party certificates evidencing the insurance required by this Section. Each
Party shall notify the other in writing at least thirty (30) days prior to cancellation of, or any
material change in, any policy required hereunder.




     (b) Waivers. The Parties release each other and waive any rights to recover against each
other, their Affiliates, agents, employees, officers, directors, or customers, for any loss or
damage arising from any cause covered or required to be covered by any property insurance required
to be carried or any other property insurance actually carried by such Party, but only to the
extent of such coverage. Each Party shall cause their respective insurers to issue waiver of
subrogation rights endorsements to all property insurance policies carried in connection with this
Agreement.



ARTICLE II




 PROVISIONS APPLICABLE TO THE PURCHASE OF PRODUCTS




2.1 GENERAL



The provisions of this Article II are applicable to the purchase of Products from Seller. Where
specifically noted, selected provisions of this Article II also shall apply to Licensed Materials
and Services.




2.2 PRODUCT AVAILABILITY



Seller shall notify Customer in writing at least *** before Seller discontinues
accepting Purchase Orders for a Seller Manufactured Product sold under this Agreement (a
“Discontinued Product”); provided, however, that if Seller offers a Seller Manufactured Product for
sale under this Agreement that: (a) is equivalent (in Form, Fit, Function and performance
capabilities) to the Discontinued Product; (b) is available at a price that is equal to or less
than the Discontinued Product; and (c) the full use of such replacement Seller Manufactured Product
does not require Customer to purchase or implement items not required by the Discontinued Product
(i.e., additional memory or processing capacity), Seller shall provide Customer with reasonable
advance written notice that it will discontinue accepting Purchase Orders for such Discontinued
Product, but in no event shall such advance written notice be less than ***. Seller
agrees that it may only discontinue providing a Product and/or Licensed Materials to Customer if it
is discontinuing the sale/license of such Product and/or Licensed Materials to all of its
customers. In the event of such a discontinuation, during the Product discontinuation notice
period. Customer may place Purchase Orders with Seller for the Discontinued Product in quantities
to be determined by Customer. ***, Seller shall fulfill all Customer
Purchase




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Orders for
such Discontinued Product. Further, Seller agrees to use commercially reasonable
efforts to accept and fill all Purchase Orders in excess of such quantities. If Seller discontinues
a Product and/or Licensed Materials and does not offer an equivalent
(in Form, Fit, Function and
performance capabilities) Product and/or Licensed Materials for sale/license, ***.




2.3 DOCUMENTATION



Seller
shall furnish to Customer, ***, one CD ROM version or on-line version of
Documentation for each Product purchased by Customer hereunder. Such
Documentation will be that
customarily provided by Seller to its other customers at no
additional charge. Such Documentation
shall be provided prior to, with, or shortly (no less than ***) after the
shipment of the Products from Seller to Customer. ***. Additional copies of the Documentation are available at
prices set forth in the Customer
Price List.




2.4 PRODUCT COMPLIANCES




     (a) Applicable
Laws. Seller represents and warrants to Customer that all Products (excluding
Discontinued Products after the applicable discontinuation notice
period has expired) furnished
hereunder are and shall continue to comply with all Applicable Laws
including, without limitation,
the requirements of Part 24 of the Federal Communication
Commission’s Rules and Regulations
pertaining to personal communications services in effect upon
delivery of such Products. In
addition, Seller represents and warrants to Customer that all Products (excluding Discontinued
Products after the applicable discontinuation notice period has
expired) furnished hereunder are and
shall continue to comply with the requirements of Subpart J of
Part 15 of the Federal Communication
Commission’s Rule and Regulations in effect upon delivery of the applicable Product, including those
sections concerning the labeling of such Product and the suppression of radio frequency and
electromagnetic radiation to specified levels. Seller makes no undertaking with respect to harmful
interference caused by: (i) installation, repair, modification or change of Products by Persons
other than Seller or its Affiliates, or any of their respective
employees, Subcontractors, agents or
representatives; (ii) Products subjected to misuse, neglect accident or abuse by persons other than
Seller or its Affiliates, or their respective employees, Subcontractors, agents or representatives;
(iii) Products being used in a manner not in accordance with their operating instructions or in a
suitable installation environment or operation of other equipment in the frequency range reserved
for Customer within the Licensed Area. In order to ensure that the Products (excluding Discontinued
Products after the applicable discontinuation notice period has expired) remain in compliance with
all Applicable Laws, Seller timely shall: (iv) modify the Products from time to time; and (v)
provide such modifications to Customer.



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     (b) Disclaimers. Seller assumes no responsibility under this Section for items not
specified or supplied by Seller. Acceptance and/or certification of items not specified or
supplied by Seller shall be the sole responsibility of Customer.



2.5 PRODUCT CHANGES



Prior to shipping a Product, Seller may at any time make changes in a Product furnished
pursuant to this Agreement, or modify the drawings and published Specifications relating thereto,
or substitute Products of later design to fill a Purchase Order, provided: (a) the changes,
modifications, or substitutions under normal and proper use do not
impact upon the Form, Fit,
Function and/or performance capabilities of an ordered Product; and (b) such substitute Product
remains compatible with other Products and Licensed Materials furnished by Seller hereunder to the
same extent as the Product(s) for which the change was introduced; and (c) such substitute Product
does not require Customer to expend material additional amounts to procure, use and/or maintain
such substitute Product(s). ***




2.6 CONTINUING PRODUCT SUPPORT — PARTS AND SERVICES



In
addition to Seller’s obligations under the applicable Product warranty, Seller offers
repair Services and Repair Parts in accordance with Seller’s repair and Repair Parts practices and
terms and conditions specified in Attachment G. Notwithstanding anything that may be contained
herein to the contrary, such repair Services and Repair Parts shall be available while Seller is
manufacturing or stocking such Products or Repair Parts, and for *** after a Product’s
discontinued availability effective date, subject to the pricing provisions in Attachment J. At
Customer’s request made no later than *** before
the end of the *** period (i.e., *** after the discontinued availability effective date), Seller will make such Services and
Repair Parts available for an additional *** (i.e., *** after a Product’s
discontinued availability effective date) on prices, terms and conditions mutually agreed in
writing no later than the expiration of such *** period. Seller may use new, remanufactured,
reconditioned, refurbished, or functionally equivalent Products or Repair Parts in the furnishing
of repairs or replacements under this Agreement, provided they do not affect the Form, Fit,
Function and/or performance capabilities of the applicable Product. Such Repair Parts shall comply
with the Specifications.




     If
after the *** period following a Product’s discontinued availability effective date,
Seller is unable to provide Repair Part(s) and/or repair Service(s) and a functionally equivalent
replacement Product has not been designated, Seller shall so advise Customer by written notice



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given at least *** prior to the end of the *** period to allow Customer
to plan appropriately, and if Seller is unable to identify another source of supply for such
Repair Part(s) and/or repair Service(s), ***.




2.7 SPECIFICATIONS



Upon request, Seller shall provide to Customer, *** one (1) copy of Seller’s available
commercial specifications applicable to Products and Software orderable hereunder. Additional
copies are available at the applicable price in the Customer Price List.




2.8 CUSTOMER TECHNICAL SUPPORT



Upon Customer’s request, Seller shall provide Customer Technical Support for the PCS Systems
through the Remote Technical Support Program (“RTS Program”) described in Attachment D. The RTS
Program provides diagnostic center support, performance measurement and system engineering
services at the prices, terms and conditions for such services set forth in Attachments D and J.
Special, unusual or customized services may be billable, depending upon the nature of the request.
When accessing Customer’s PCS Systems, Seller will follow Customer’s internal rules relating to
access and control of access which Customer has adopted to comply with the Sarbanes-Oxley Act and
related federal regulations. Seller will provide Customer with a copy of such rules and any and
all updates that Customer adopts from time to time.




2.9 PRODUCT WARRANTIES




     (a) Warranties. Seller warrants to Customer that:




     (i) As of the date title to Products passes to Customer, Seller will have the right
to sell, transfer, and assign such Products to Customer free and clear of any and all
third party liens, claims and encumbrances, and the title conveyed by Seller shall be good
and marketable title;




     (ii) All Products, including Seller’s Manufactured Products, will be free from
defects in material and workmanship, and will conform to, and operate in accordance with,
Seller’s Specification or any other agreed-upon Specification referenced in the Purchase
Order for such Product; and




     (iii) With respect to Vendor Items, Seller, to the extent permitted, does hereby
assign to Customer the warranties and indemnities given to Seller by its vendor of such
Vendor Items. Such assignment will be effective on the date of shipment of such Vendor
Items. With respect to Vendor Items recommended by Seller in its Specifications for which
the vendor’s warranties and indemnities cannot be assigned to Customer, or if



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assigned, less than *** remain of the vendor’s warranty at the time
of assignment, Seller warrants that for *** from the date of shipment or,
if installed by Seller, from Acceptance by Customer, such Vendor Items will be free
from defects in material and workmanship and shall conform to, and operate in
accordance with, their Specifications.




     (b) Warrant Periods. The Warranty Periods listed below are applicable to all
Products* furnished pursuant to this Agreement:



	 	 	 	 	 
	Class of	 	New	 	Repaired or
	Product	 	Product	 	Replacement Product or Part* *
	PCS Switching Center
	 	***	 	***
	and Base Station
Hardware
	 	 	 	 
	 
	 	 	 	 
	All other Products
	 	***	 	***








 




			
	*	 	Refer to Section 3.8 for associated Software warranties.
	 
	**	 	The Warranty Period for a Repaired Part or for a replacement Product, or part thereof,
furnished in lieu of repair under this warranty is the period listed above or the unexpired
term of the original Product Warranty Period, whichever is longer.




Notwithstanding anything in this Agreement to the contrary, if Customer uses any part of any
system for In Revenue Service, or to provide training or hands-on experience to Customer’s
personnel, the applicable Warranty Period shall commence.




     (c) Correction of Defects and Nonconformities. If, under normal and proper use during the
applicable Warranty Period, a defect or nonconformity is identified in a Product furnished by
Seller, and Customer promptly notifies Seller in writing of such defect or nonconformity and
follows Seller’s reasonable instructions regarding return of the defective or nonconforming
Product, Seller shall take the following actions:




     (i) Seller shall use best efforts first to repair or replace such Product, without
charge at its facility or, if Seller is unable to repair or replace such Product within
a reasonable time, at Customer’s option, Seller shall provide a
credit ***. Customer must return the Product to Seller for repair
and replacement, except as noted in subsection (ii) below. The initial replacement of a
defective non-Accepted (e.g. rejected) or non-conforming Product will be with a new
Product that complies with the applicable Specifications.



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     (ii) Where Seller is repairing or replacing a Product which has been installed
by Seller and the Product is not easily returnable by Customer, Seller will repair or
replace the Product at Customer’s Site at Seller’s cost and expense.



     (d) Performance. In addition to the warranties set forth in subsection (a) above. Seller
represents and warrants to Customer that, subject to the qualifications below:




     (i) the Products and Software to be delivered hereunder will, upon completion of
installation, operate in accordance with the performance standards set forth in the
Specifications, and




     (ii) the Services to be performed hereunder will, upon completion, have been performed
in accordance with the standards and requirements set forth in the Specifications;


provided that Customer has satisfied all of its obligations set forth in this Agreement with
respect to the Products, Software and Services to the extent they affect such performance.




     (e) Removal/Re-installation of Products. If Seller is repairing or replacing a defective
Product. Customer is responsible for removing and reinstalling and, in addition, for on-Site repair
or replacement of, cable and wire Products. Customer must make the Product accessible for repair or
replacement, and is responsible for restoring the Site.



     (f) Returns. Products returned for repair or replacement will be accepted by Seller only in
accordance with its reasonable instructions and procedures for such returns. The transportation
expense associated with returning such Product to Seller shall be borne by Seller to the extent it
is determined that the Product is defective or non-conforming and in need of repair or replacement.
Seller shall pay the cost of transporting of the repaired or replacement Product to the destination
designated by Customer within the Territory.



     (g) Ownership of Defective Products and Parts. Defective or nonconfonning Products or
parts which are replaced hereunder shall become Seller’s property. Seller may use either new,
remanufactured, reconditioned, refurbished, or functionally equivalent Products or parts in the
furnishing of repairs or replacements under this Agreement, provided that: (i) such Products or
parts comply with the Specifications; and (ii) if a defect or
nonconformity is found within *** of In Revenue Service. Seller will replace or repair the defective or nonconforming
Product with a new Product or part within ***.



     (h) Non-Defective Products. Unless the Parties agree otherwise in writing, if it is
determined that a Product for which warranty Service is claimed is not defective or nonconforming.
Customer shall pay Seller’s actual costs of handling, inspecting, testing, and transporting the
Products and, if applicable, traveling and related expenses associated with on-Site repairs.



     (i) Exclusions. Seller makes no warranty with respect to defective conditions or
nonconformities to the extent they result from the following: (i) Customer’s misuse, neglect,



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accident, abuse or unauthorized modifications; (ii) improper wiring, repairing, splicing,
alteration, installation, storage or maintenance (except to the extent such acts are performed by
Seller or its Affiliates, or any of their respective employees, Subcontractors, agents or
representatives); (iii) use in a manner not in accordance with the applicable Specifications,
operating instructions or other Seller instructions; or (iv) failure of Customer to apply
previously available Seller modifications and corrections. In addition, Seller makes no warranty
with respect to Products which have had their serial numbers or months and year of manufacture
removed or altered, or with respect to expendable items, including, without limitation, fuses,
light bulbs, motor brushes and the like.




     (j) Disclaimer. THE PRODUCT WARRANTIES SET FORTH ABOVE OR ELSEWHERE IN THIS AGREEMENT OR IN
ANY WRITING SIGNED BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES ARE EXCLUSIVE 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. EXCEPT AS PROVIDED IN THIS SUBSECTION,
CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF SUCH WARRANTIES SHALL BE SELLER’S OBLIGATION TO
REPAIR, REPLACE, OR CREDIT AS SET FORTH ABOVE IN THIS SECTION. NOTWITHSTANDING ANYTHING CONTAINED
HEREIN TO THE CONTRARY, IF SELLER FAILS TO REPAIR, REPLACE, OR ISSUE A CREDIT AS SET FORTH ABOVE
WITHIN A REASONABLE PERIOD OF TIME, CUSTOMER THEREAFTER MAY, AT ITS OPTION, DECLARE A SELLER EVENT
OF DEFAULT.



2.10 ACCEPTANCE




     (a) General Acceptance. Unless the terms of subsection (b) below apply, for Products and
Licensed Materials for which Seller installation is not required,
Customer shall have *** from the Delivery Date of each Product and/or Licensed Material to accept or reject,
in a written notice to Seller, such Product and/or Licensed Material (e.g., to confirm that such
Product and/or Licensed Material was ordered by Customer, is not damaged and that the order is
complete per the applicable bill of lading). If Customer does not provide written notice of
rejection to Seller within such *** period, the Product and/or Licensed Material
will then be deemed accepted by Customer. Unless the terms of subsection (b) below apply, for
Products and Licensed Materials for which installation is required,
Customer shall have *** from the later of: (i) the Delivery Date of such Product and/or Licensed Material;
and (ii) the applicable Installation Completion Date, to accept or reject, in a written notice to
Seller, such Product or Licensed Material (e.g., to confirm that such Product or Licensed Material
was ordered by Customer, is not damaged, operates properly and complies with Seller’s
Specifications). If Customer does not provide written notice of rejection to Seller within such
*** period, the Product and/or Licensed Material will then be deemed accepted by
Customer. Notwithstanding the foregoing, Customer’s use of any part of the Products or Licensed
Materials for any In Revenue Service shall constitute acceptance of such Products or Licensed
Materials for all relevant purposes of this Agreement. Acceptance of Products, Licensed Materials
and/or Services shall not reduce Seller’s warranty obligations under this Agreement.



     (b) *** Acceptance. Notwithstanding the terms of subsection (a) above, if Customer wants to
conduct Acceptance Tests with regard to (i)



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Products and/or Licensed Materials *** and/or (ii) if Customer has agreed in writing with Seller to
*** and/or (iii) *** Customer shall submit a written notice to Seller of its intent to conduct such
Acceptance Tests in accordance with the mutually agreed acceptance test procedures of the Parties.
Commencing on the later of: (i) the Delivery Date of the applicable Product and/or Licensed
Material; and (ii) the applicable Installation Completion Date, Customer shall have a period of ***
to complete such Acceptance Tests and accept or reject, in a written notice to Seller such Product
and/or Licensed Material (e.g., to confirm that such Product and/or Licensed Materials was ordered
by Customer, is not damaged, operates properly and complies with Seller’s Specifications). If
Customer does not provide written notice of rejection to Seller within *** period, the Product and/or
Licensed Material will then be deemed accepted by Customer. If Customer provides notice of
rejection within the *** period, Seller will correct the non-compliance and deliver the corrected
Product or Licensed Material to Customer for Acceptance Tests as set forth in this Section (i.e.,
Customer shall again have a period of *** in which to notify Seller in writing if such item is
found not to be in compliance with the requirements described in this Section). This Acceptance
process shall repeat as often as necessary until the applicable Product and/or Licensed Material is
accepted as set forth herein. Notwithstanding the foregoing, Customer’s use of any part of the
Products or Licensed Materials for any In Revenue Service shall constitute Acceptance of such
Products or Licensed Materials for all relevant purposes of this Agreement. Acceptance of
Products, Licensed Materials and/or Services shall not reduce Seller’s warranty obligations under
this Agreement.







          (c) Failure to Achieve Acceptance.



          (i) Liquidated Damages. To the extent that any of the Products, Software or
Services fail the applicable Acceptance Test conducted under subsection (b), Seller will correct
the deficiency and deliver, repair or replace the Products or Software, or re-perform the Service,
as the case may be, within thirty (30) days following receipt of Customer’s notice of rejection.
The Parties agree that damages for nonperformance of Products, Licensed Materials and Services
are difficult to calculate accurately and, therefore, if Seller is unable to correct any such
deficiency within such thirty (30)-day period, Customer may elect to receive as liquidated
damages, and not as a penalty, an amount equal to ***, until such deficiency has been corrected. The liquidated damages
will begin to accrue on the 31st day after Seller’s receipt of Customer’s notice.



          Customer will inform Seller of the imposition of any liquidated damages in writing. All
such liquidated damages shall be paid to Customer in the form of credits against future
invoices for payments due for Products, Licensed Materials or Services purchased by Customer following
issuance of such credits; provided, however, that if Seller does not issue invoices in amounts
sufficient for Customer to apply such credits during the Term, then within three (3) months
following termination or expiration of this Agreement, Seller shall reimburse Customer in cash
in an amount equal to the value of such purchase credits, which credits shall then be
canceled. The Parties agree that if Customer elects to receive liquidated damages from Seller, Seller’s



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***.




          (ii) Credit. If Seller is unable to correct, repair, or replace any non-conforming
or deficient Product or Software or to re-perform defective Service within four (4) weeks
following receipt of Customer’s notice thereof, then Customer may elect, upon notice given to
Seller no later than two (2) weeks after the expiration of the four (4) week period described
herein, to receive a credit for the non-conforming or defective Product, Software and/or Service.
In such event, Customer shall return the non-conforming or defective Product and/or Software
that: (A) are integral to Customer’s and/or its Authorized Users’ Use or operation of such Product
and/or Software; or (B) interface with or are interfaced with such Product and/or Software and
that are rendered substantially ineffective or that require a material expenditure of time or money to
use or operate as a result, and Seller shall issue a credit to Customer equal to (i) the amounts paid
by Customer for such Product and/or Software and/or for the defective Service, plus sales taxes,
transportation charges and installation charges, if installed by Seller, plus (ii) the purchase
price paid for all other Products and/or Licensed Materials (including related installation and
transportation charges and applicable taxes) that: (A) are integral to Customer’s and/or its
Authorized Users’ Use or operation of such Product and/or Software; or (B) interface with or are
interfaced with such Product and/or Software and that are rendered substantially ineffective or
that require a material expenditure of time or money to use or
operate as a result. ***


Notwithstanding the above, Customer shall not be permitted to return Products or Software, or
request a credit for Services, which have already passed the applicable Acceptance Test.



          (d) Acceptance of Services. Acceptance provisions for installation Services are set forth in Section 4.2.



ARTICLE III




PROVISIONS APPLICABLE TO THE



LICENSING OF LICENSED MATERIALS




3.1 GENERAL



The provisions of this Article apply to the granting of licenses pursuant to this Agreement
by Seller to Customer and/or its Affiliates for Licensed Materials.




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3.2 LICENSE




          (a) Licensed Materials. Upon Delivery of Licensed Materials, but subject to payment
of all applicable license fees including, but not limited to, any continuing update
fees that Customer has agreed to pay, Seller grants to Customer and its Affiliates a perpetual, fully
paid,irrevocable (except as provided in Section 3.9), nontransferable (except as permitted
hereunder),and nonexclusive license pursuant to this Agreement for: (i) Customer and its Affiliates and
their Authorized Users to Use Licensed Materials in the Territory with either the Designated
Processor or temporarily on any comparable replacement, if the Designated Processor becomes inoperative,
until the Designated Processor is restored to operational status; and (ii) for Customer and
its Affiliates and their Authorized Users to copy the Licensed Materials as required for archival,
backup and up to three (3) copies for testing purposes, at no additional charge to Customer or
its Affiliates or any of their Authorized Users. Customer and its Affiliates and Authorized
Users shall use Licensed Materials only for the business operations of Customer, its Affiliates and
any Designated Entity, including providing services to their customers, resellers and agents.


The above
license grants Customer and its Affiliates no right to, and Customer, and its Affiliates
shall not (and shall not allow their Authorized Users to) sublicense such Licensed Materials, or modify,
decompile, or disassemble Software furnished as object code to generate corresponding Source Code.




          (b) Know-How. At Customer’s request and upon payment of any applicable Seller defined fees,
Seller shall provide to Customer training on, and a license to, available Know-How regarding a
Product or Software Enhancement ***. In connection therewith Seller shall train
Customer-identified employees *** related to operation and support and maintenance of the Products.
*** For the avoidance of doubt, Know-How is information licensed to Customer and is subject to
the other provisions of this Article applicable to Licensed Material.



          (c) Licensed Material Transfer Rights. If Customer elects to transfer or sell Products to a
third party (including a Designated Entity) who plans to operate the Products to provide wireless
telecommunications service in the Territory, (which Customer shall have the




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right to do) or if
Customer elects to transfer Products to an Affiliate for reuse within the Territory (which Customer
shall have the right to do), Customer may transfer with such Products its right to Use the Licensed Materials
(***) for such Products *** only under the following conditions:





     (i) The right to Use such Licensed Materials may be transferred only together with the
Products with which Customer has a right to Use such Licensed Materials, and such right to
Use the Licensed Materials shall continue to be limited to Use with such Products;




     (ii) If the license fee for the Licensed Materials is based on usage or capacity, and
the transferee will Use the Licensed Materials in a manner that will exceed the usage or
capacity for which Customer has paid license fees, then the transferee shall pay a license
fee for the additional usage or capacity; and




     (iii) Before any such Licensed Materials are transferred, Customer shall notify Seller
of such transfer and the transferee shall have agreed in writing (a copy of which will be
provided to Seller) to keep the Licensed Materials in confidence and to corresponding
conditions respecting possession and Use of Licensed Materials as are imposed on Customer
under this Article III.



Despite the preceding paragraphs, Customer may not transfer the right to Use any third-party
Software licensed by Seller to Customer to the extent that Seller’s license from such third party
prohibits Seller and Customer from transferring the license to such third-party Software to a third
party transferee; ***.


3.3 TITLE, RESTRICTIONS AND CONFIDENTIALITY




          (a) Ownership. As between Customer (or an Affiliate) and Seller, all Licensed
Materials (whether or not part of Firmware) furnished by Seller, and all copies thereof made
by
Customer, including translations, compilations, and partial copies, are the property of
Seller.



          (b) Confidentiality. Except for any part of Licensed Materials which: (i) is or
becomes generally known to the public through acts not attributable to Customer or any
Affiliate;
(ii) is furnished to Customer or an Affiliate by a third party as a matter of right without
restriction on disclosure; or (iii) is independently developed by Customer or an Affiliate or
a
third party without use of or reference to the Licensed Materials, Customer and its Affiliates
shall
hold the Licensed Materials in confidence, and shall not (and shall not allow their Authorized
Users to), without Seller’s prior written consent, disclose, provide, or otherwise make
available, in
whole or in part, any Licensed Materials to anyone, except to their Authorized Users having a
need-to-know. Customer and its Affiliates shall not copy Software embodied in Firmware.
Customer and its Affiliates shall not make any copies of any Licensed Materials except as
provided
in Section 3.2 and/or as necessary in connection with the rights granted hereunder. Customer
and
its Affiliates shall reproduce and include any Seller copyright and other proprietary notice



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appearing on such Licensed Materials on all copies of the Licensed Materials. Customer and
its
Affiliates shall also mark all media containing such copies with a warning that the Licensed
Materials are subject to restrictions contained in an agreement between Seller and Customer and
that such Licensed Materials are the property of Seller.




          (c) Appropriate Actions. Customer and its Affiliates shall take appropriate action, by
instruction, agreement, or otherwise, with the persons permitted access to the Licensed
Materials
so as to enable Customer and its Affiliates to satisfy their obligations under this Agreement
(but in
no event shall Customer and its Affiliates be required to take actions that are not
commercially
reasonable).



          (d) Return/Destruction. When the Licensed Materials are no longer needed by
Customer and its Affiliates, or if Customer’s and its Affiliates’ license is canceled or
terminated as
provided in Section 3.9, Customer and/or its Affiliates shall return all copies of such
Licensed
Materials to Seller or follow written disposition instructions provided by Seller.



          (e) Survival. Customer’s and its Affiliates’ obligations set forth in this Section 3.3 will
survive expiration or termination of this Agreement for as long as the applicable Licensed
Materials remain confidential.



3.4 CHANGES IN LICENSED MATERIALS



Prior to shipment, Seller may substitute modified Licensed Materials to fill a Purchase Order,
provided the modifications, under normal and proper Use: (a) do
not adversely change the Use, Function, or performance capabilities that Customer would have enjoyed if it had received the
originally ordered Licensed Materials; and (b) are Backwards Compatible in accordance with
Section 3.8, to the same extent as that represented by Seller for the originally ordered Licensed
Materials. Seller shall provide Customer with advance written notice of such proposed
substitution, and if Seller’s substitute Licensed Materials do not satisfy all of the criteria
specified
above in this Section: (i) Customer shall have the right upon written notice to Seller to
terminate
all affected Purchase Orders without penalty or liability of any kind or nature; (ii) the
originally
ordered Licensed Materials shall be treated as a Discontinued Product that does not have an
equivalent replacement as provided in Section 2.2; and ***.
Such substitution shall not result in any additional charges to Customer with respect to licenses
for
which Seller has quoted fees to Customer.




3.5 MODIFICATIONS TO SOFTWARE; PRODUCT COMPLIANCES




          (a) Modifications. Customer may request Seller to make changes to Seller’s Software.
Upon receipt of a document describing in detail the changes requested by Customer, Seller will
respond in writing to Customer within thirty (30) days. If Seller agrees to undertake such



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modifications, the response shall quote a proposed delivery date and a fee for a license to
such modified Software.




          (b) Product Compliances.




                    (i) Applicable Laws. Seller represents and warrants to Customer that all
Software furnished hereunder is and shall continue to comply with all Applicable Laws
including, without limitation, the requirements of Part 24 of the Federal
Communication
Commission’s Rules and Regulations pertaining to personal communications services in
effect upon delivery of such Software. In addition, Seller represents and warrants to
Customer that all Software furnished hereunder is and shall continue to comply with
the
requirements of Subpart J of Part 15 of the Federal Communication Commission’s Rule
and
Regulations in effect upon delivery of the applicable Software, including those
sections
concerning the labeling of such Software and the suppression of radio frequency and
electromagnetic radiation to specified levels. Seller makes no undertaking with
respect to
harmful interference caused by: (A) installation, repair, modification or change of
Software by Persons other than Seller or its Affiliates, or any of their respective
employees,
Subcontractors, agents or representatives; (B) Software subjected to misuse, neglect,
accident or abuse by persons other than Seller or its Affiliates, or their respective
employees, Subcontractors, agents or representatives; (C) Software being used in a
manner
not in accordance with operating instructions or in a suitable installation
environment or
operation of other equipment in the frequency range reserved for Customer within the
Licensed Area. In order to ensure that the Software remains in compliance with all
Applicable Laws, Seller timely shall: (D) modify the Software from time to time; and
(E)
provide such modifications to Customer.




                    (ii) Disclaimers. Seller assumes no responsibility under this Section for items
not specified in writing and/or supplied by Seller. Acceptance and/or certification of
items
not specified in writing and/or supplied by Seller shall be the sole responsibility of
Customer.



3.6     MODIFICATION BY CUSTOMER



Unless: (a) otherwise agreed; or (b) contemplated in the design of the Software to be
modified by
customers, Customer is not granted any right to modify Software furnished by Seller under this
Agreement.




3.7     RELATED DOCUMENTATION



Seller
shall furnish to Customer, *** one copy of the Related
Documentation
for Software furnished by Seller, per every 5ESS Switch / Access Manager purchased by
Customer. Additionally, Customer shall be provided, upon request,
with *** more CD ROM
versions of the Documentation, ***. Such Related Documentation will be that
customarily provided by Seller to its Customers at no additional charge. Such Related
Documentation shall be provided prior to, with, or shortly (no later
than ***)




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after provision of Software by Seller to Customer. Additional copies of the Related Documentation
are available at prices set forth in the Customer Price List.




3.8 SOFTWARE WARRANTY




          (a) General. Seller warrants to Customer that:




                    (i) Software, media and Related Documentation developed or supplied by
Seller will be free from those defects which materially affect performance in
accordance
with Seller’s Specifications or other agreed upon specifications referenced in the
applicable
Purchase Order; and




                    (ii) Seller has the right to grant the Software licenses it grants under this
Agreement; and




                    (iii) With respect to Software not developed by Seller, Seller, to the extent
permitted, does hereby assign to Customer the warranties and indemnities given to
Seller
by its supplier of such Software; and




                    (iv)
***




                    (v) Upon Delivery to Customer, the Software will not contain, and Customer
will not receive from any Seller data transmission via modem, tape or other
Seller-provided
medium (including, without limitation, any connection to any Seller web-site or
bulletin
board), any virus, worm, trap door, back door, timer, clock, counter or other limiting
routine, instruction or design that would erase data or programming or otherwise cause
any
Software, system or equipment to become inoperable or incapable of being used in
accordance with the Specifications and/or for the ordered capacity (a
“Disabling
Code”),
including without limitation, any limitations that are triggered by, as applicable:
(A) any
Software being used or copied a certain number of times, or after the lapse of a
certain
period of time; (B) any Software being installed on or moved to a central processing
unit or
system that has a serial number, model number or other identification different from
the
central processing unit or system on which the software originally was installed; or
(C) the
occurrence or lapse of any similar triggering factor or event. ***



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***



          With respect to Software not developed by Seller as described in the foregoing subsection
(iii), to the extent Seller is not permitted to assign to Customer the warranties and
indemnities
given to Seller by its supplier of such Software, at Customer’s request, Seller shall enforce
such
warranties and indemnities on Customer’s behalf.



          (b) Warranty Periods. The Warranty Periods and this warranty are applicable to
Software developed by Seller, the Related Documentation developed by Seller and associated
with
such Software, and the medium on which such Software is recorded, unless otherwise stated.



	 	 	 
	Software	 	Warranty Period
	PCS Switching Center and Base Station
	 	***
	 	 	 
	All Other Software
	 	***





The Warranty Period for media and Related Documentation shall commence on the same date as
the Warranty Period for their associated Software. The Warranty Period for PCS Switching Center
and Base Station Software (including any prior Software Update issued to Customer in respect
thereto) expires upon installation of any subsequent Software Update or Major Release for such
Software (or Software Update) provided to Customer through Seller’s BRSS Program described in
Attachment D.




          (c) Correction of Defects and Nonconformities. If, under normal and proper Use
during the applicable Warranty Period, the Software covered in
Section 3.8(a)(i) and/or (iv)
fails to
perform as warranted, and Customer notifies Seller in writing of such defect and follows
Seller’s
reasonable instructions, if any, regarding return of defective Software, Seller shall either
correct or
replace such Software without charge within a reasonable time thereafter. If not corrected
or
replaced within a reasonable time period, at Customer’s option, Seller shall issue a credit to
Customer equal to the amount paid by Customer for the original license fee for the defective
Software, plus related transportation charges and applicable taxes and installation fees if
installed
by Seller.



          (d) Returns. Software returned for correction or replacement will be accepted by
Seller only in accordance with its reasonable instructions and procedures for such returns.
The
transportation expense associated with returning such Software to Seller shall be borne by
Seller to
the extent it is determined that the Product is defective or non-conforming and in need of
repair or
replacement. Seller shall pay the costs of transporting of the corrected or replacement
Software to
the destination designated by Customer within the Territory.



          (e) Non-Defective Software. Unless the Parties agree otherwise in writing, if it is
determined that Software for which warranty Service is claimed is not defective or
nonconforming.



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Customer shall pay Seller’s actual costs of handling, inspecting, testing and transporting
the
Software and, if applicable, traveling and related expenses associated with on-Site repairs.




          (f) Exclusions. Seller makes no warranty with respect to defective conditions or
nonconformities to the extent they result from the following: (i) modifications not made or
authorized by Seller’s and/or its Affiliates’ employees, agents,
Subcontractors and/or
representatives; (ii) misuse, neglect, or accident (to the extent not caused by Seller’ and/or
its
Affiliates’ employees, agents, Subcontractors and/or representatives); (iii) installation, use
or
maintenance in a manner not in accordance with Seller’s Specifications, operating
instructions, or
license-to-use; (iv) Customer’s failure to apply Seller modifications and corrections made
available
to Customer; or (v) Software not provided, developed or recommended in writing by Seller. In
addition, Seller makes no warranty with respect to defects related to Customer’s data base
errors.
Moreover, no warranty is made that Software will run uninterrupted or error free.



          (g) Disclaimer. THE SOFTWARE WARRANTIES SET FORTH ABOVE OR
ELSEWHERE IN THIS AGREEMENT OR IN ANY WRITING SIGNED BY AUTHORIZED
REPRESENTATIVES OF BOTH PARTIES ARE EXCLUSIVE 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.
EXCEPT AS PROVIDED IN THIS SUBSECTION, CUSTOMER’S SOLE AND EXCLUSIVE
REMEDY FOR BREACH OF SUCH WARRANTIES SHALL BE SELLER’S OBLIGATION
TO CORRECT, REPLACE, OR CREDIT AS SET FORTH ABOVE IN THIS SECTION AND
IN SECTION 2.9. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE
CONTRARY, IF SELLER FAILS TO REPAIR, REPLACE OR CREDIT AS SET FORTH
ABOVE WITHIN A REASONABLE PERIOD OF TIME, CUSTOMER THEREAFTER MAY, AT ITS OPTION, DECLARE A SELLER EVENT OF DEFAULT.



3.9    CANCELLATION OF LICENSE



If Customer fails to comply with any of the material terms and conditions of Sections 3.2(a),
3.3
and/or 3.6 and Customer fails to cure, or if incurable fails to make substantial progress toward
curing, such non-compliance, subject to Customer’s transition rights under Section 1.19(f), within
*** after Customer’s receipt from Seller of written notice requiring it to
do
so, which notice must specify in reasonable detail the nature of the non-compliance, Seller, upon
written notice to Customer, may cancel any affected license for Licensed Materials.




          3.10 TAXES APPLICABLE TO SOFTWARE



Notwithstanding anything contained in Section 1.16 to the contrary, Seller shall not bill,
collect, or
remit any state or local sales or use tax with respect to the license of Software under this
Agreement, or with respect to the performance of Services related to such software, which
Customer represents to Seller is not properly due under Customer’s interpretation of the law of the
taxing jurisdiction, if: (a) Customer submits to Seller a written explanation of the authorities
upon
which Customer bases its position that the license or performance of Services is not subject to
sales
or use tax; and (b) Seller agrees that there is authority for Customer’s position, provided,
however,
that Customer shall hold Seller harmless for all costs and expenses (including, but not limited to,




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taxes and
related charges payable under Section 1.16, and reasonable attorney’s fees)
arising from
the assertion by a taxing authority that the license of, or the performance of Services with
respect
to, the Software was subject to state or local sales or use tax.




ARTICLE IV




PROVISIONS APPLICABLE TO ENGINEERING,



INSTALLATION AND OTHER SERVICES




4.1 GENERAL



The provisions of this Article IV shall be applicable to the furnishing by Seller of Services
under
this Agreement. Unless Customer has elected to perform self-installation services in accordance
with Attachment I. Seller shall perform engineering, installation, and integration Services
associated with the Products and Software acquired by Customer under this Agreement.




4.2 ACCEPTANCE OF INSTALLATION



At
reasonable times during the course of Seller’s installation, Customer, at its request may, or
upon
Seller’s request, shall, inspect completed portions of such installation.



When
Seller has finished installing a Product, Licensed Material or PCS System in accordance
with the relevant provisions of Attachment E, Attachment J, Attachment L, Attachment M or
other written statement of work agreed by the Parties (“Installation Completion”), Seller shall
notify Customer of Installation Completion. Upon receipt of Seller’s notice, and provided
Customer has notified Seller at the commencement of installation of Customer’s intent to conduct
Acceptance Tests, Customer may test and review the installed Product, Licensed Material or PCS
System and all related Services to determine if they have been performed, in Customer’s reasonable
satisfaction, in accordance with the relevant Attachment and/or statement of work. Within ***  of receiving Seller’s notice of Installation Completion, Customer may provide Seller with
a list of Punch List Items. Seller will promptly correct or complete the Punch List Items, as the
case may be, and submit notice to Customer that the Punch List Items have been completed.
Within ***  of Customer’s receipt of such notice, Customer may test and review the
installation and Punch List Items to determine if they have been performed, in Customer’s
reasonable satisfaction, in accordance with the relevant Attachment and/or statement of work. The
process in this Section shall repeat until Customer: (i) has confirmed in writing that Installation
Completion has occurred, in Customer’s reasonable judgment and that no Punch List Items remain
uncorrected; or (ii) ***  elapse after Customer’s receipt of Seller’s notice and
Customer
does not submit Punch List Items or does not indicate in writing that any Punch List Items are
uncorrected or otherwise indicate in writing that Installation Completion has not occurred. If
Customer had notified Seller of Customer’s intent to conduct Acceptance tests at commencement
of installation, the date that the first event described in
subsection (i) or (ii) occurs shall be
the
“Installation Completion Date”. If Customer did not notify Seller of Customer’s intent to conduct
Acceptance tests at commencement of installation, the date that Seller submits its notice of
Installation Completion will be the Installation Completion Date. Acceptance of the installation
and related Services shall occur upon the Installation Completion Date. Acceptance of Products,




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Licensed Materials and/or Services shall not reduce Seller’s warranty obligations under this
Agreement.




4.3 SELLER’S PERSONNEL




          (a) General. Seller shall provide sufficient, qualified personnel to perform Seller’s
obligations hereunder.



          (b) Removal of Seller Personnel by Customer.If Customer has a concern
regarding Seller’s personnel, Seller shall meet with Customer to discuss Customer’s concerns,
and negotiate in good faith a mutually agreeable solution within a reasonable period of time,
which may include removal or reassignment of Seller’s personnel.



          (c) Transition.If Seller replaces an individual as provided in subsection (b)
above, the replacement personnel shall work with the replaced personnel during a mutually
agreed transition period, the duration of which shall be determined based on the duties and
responsibilities of the person to be replaced, and all costs and expenses associated with
educating
and training the replacement personnel shall be borne by Seller. In addition, provided the
replaced personnel remain employed by Seller, such individual shall continue to be available
by
telephone to answer any project-related questions.



          (e) Solicitation of Personnel. During any period that any individual assigned by a
Party to perform obligations in connection with this Agreement is performing such obligations
and for a period of twelve (12) months thereafter, without the prior written consent of the
Party
that has employed such individual, the other Party shall not, directly or indirectly, solicit
for
employment, or contract for the services of, such individual; provided, however, that the
foregoing will not prohibit a general, non-targeted solicitation for employment, such as
newspaper advertisements.




			
	4.4	 	CONDITIONS OF INSTALLATION AND OTHER SERVICES PERFORMED ON CUSTOMER’S SITE





ITEMS PROVIDED BY CUSTOMER:



As set forth in this Agreement, Customer will be responsible for furnishing the following items
(as
required by the conditions of the particular installation) or other on-Site Services, at no charge
to
Seller and these items will not be included in Seller’s price for the Services. Seller’s
representative
shall have the right to inspect the Site prior to the Start Date. Should Customer fail to furnish
any
of such items, or perform other essential obligations for which it is responsible under this
Agreement after Seller provides Customer ten (10) days written notice, Seller may initiate a
Change Order and seek an equitable adjustment to the installation delivery schedule due to any
delays caused thereby pursuant to Section 1.8.



Regulatory Commission Approvals: Prior to Service start date, obtain all such Applicable
Permits
including such approvals, licenses, permits, tariffs and/or other authorities from the Federal




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Communications Commission and state and local public utilities commissions as may be
necessary

for construction and operation of a PCS System.



Easements, Permits and Rights-of-Way: Prior to the Start Date, provide all rights-of-way,
easements, licenses to come upon land to perform the Services, permits and authority for
installation of Products and other items; permits for opening sidewalks, streets, alleys, and
highways; and construction and building permits.



General Building Conditions: When Customer provides or arranges for a third party to
provide
PCS, Customer shall prior to the Start Date:



a. Ensure that the PCS Site structures are in a structurally safe and sound condition to
properly house the materials to be installed, in accordance with weight, strength, and structural
requirements specified by Seller in writing. Customer shall provide Seller a certificate of a duly
licensed architect or engineer prior to Seller having access to the PCS Site stating that the
Site(s)
meets such requirements;



b. Take such action as may be necessary to insure that the premises will be dry and free from
dust (such that it doesn’t impair the performance of the equipment) and Hazardous Materials,
including but not limited to asbestos, and in such condition as not to be injurious to Seller’s or
its
Subcontractors’ employees or to the materials to be installed. Prior to commencement of the
Services and during the performance of the Services, Customer shall, if requested by Seller,
provide Seller with sufficient data to assist Seller’s supplier in evaluating the environmental
conditions at the work Site (including the presence of Hazardous Materials). Customer is
responsible for removing and disposing of the Hazardous Materials, including but not limited to
asbestos, prior to commencement of the Services.



Sensitive Equipment: Prior to commencement of the Service, notify Seller of the presence
of any
sensitive equipment at the work Site (e.g., equipment sensitive to static electricity or light),
otherwise Seller will not be responsible for damage to the extent such damage could have been
prevented by such notice.



Repairs to Buildings: Prior to the Start Date, make such alterations and repairs as are
necessary for
proper installation of items to be installed.



Openings in Buildings: Prior to the Start Date, furnish suitable openings in buildings to
allow the
items to be installed to be placed in position, and provide necessary openings and ducts for cable
and conductors in floors and walls as designated on engineering drawings furnished by Seller.



Surveys: Prior to Service start date furnish surveys (describing the physical
characteristics, legal
limitations and utility locations for the work Site) and a legal description of the Site.



Electrical Current, Heat, Light and Water: Provide electric current for charging storage
batteries
and for any other necessary purposes with suitable outlets where work is to be performed; provide
temperature control and general illumination (regular and emergency) in rooms in which work is to
be performed or Products or other items stored, equivalent to that ordinarily furnished for similar




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purposes in a working office; provide exit lights; provide water and other necessary
utilities for the
proper execution of the Services as feasible.



PCS System Utility Requirements: Negotiate with the power and telephone companies or
comparable service providers for installation of the power and telephone facilities necessary for
proper operation of the Products and/or other items being installed. The type and quantity of such
facilities shall be subject to Seller’s reasonable approval. Such approval shall be in accordance
with the Specifications. Customer shall have the telephone company or comparable service
providers provide, place, install, extend and terminate telephone
facilities into the PCS System;
line up and test the telephone company or comparable service provider’s facilities outside and
inside the PCS System; and provide to Seller copies of the test results prior to Seller’s
commencing
integration testing of the PCS System.



Material Furnished by Customer: New or used material furnished by Customer shall be in
such
condition that it requires no repair and no adjustment or test effort in excess of that normal for
new
equipment. Customer assumes all responsibility for the proper functioning of such material.
Customer shall also provide the necessary information for Seller to properly install such
material.



Furniture: provide and install all furniture necessary for operator management of the 5ESS
Switch.



Floor Space and Storage Facilities: Provide, during progress of the Services, suitable and
easily
accessible floor space and storage facilities (a) to permit storing major items of Products and
other
material closely adjacent to where they will be used, (b) for administrative and luncheon
purposes,
(c) for Seller’s and its Subcontractors’ employees’ personal effects, and (d) for tools and
property of
Seller and its Subcontractors. Where the Service is to be performed outside of a building or in a
building under construction, Customer shall, in addition to the above requirements, as
appropriate,
permit or secure permission for Seller and its Subcontractors to maintain at the work Site,
storage
facilities (such as trailers) for Products, materials and other items and for tools and equipment
needed to complete the Service.



Watch Service: For PCS, provide normal security (for cell sites, commercial alarms)
necessary to
prevent admission of unauthorized persons to building and other areas where installation Service
is
performed and to prevent unauthorized removal of the Products and other items. Seller will inform
Customer as to which storage facilities at the work Site Seller will keep locked; such storage
facilities will remain closed to Customer’s surveillance.



Use of Available Testing Equipment: Customer shall make available to Seller: (1) the
maintenance test facilities which are imbedded in equipment to which the Product or other item
being installed will be connected or added, and (2) meters, test sets, and other portable
apparatus
that is unique to the item being installed. Seller’s use of such test equipment shall not
interfere with
Customer’s normal equipment maintenance functions.



Hazardous Materials Cleanup: At the conclusion of the Service, Customer shall be
responsible for
the cleanup, removal, and proper disposal of all Hazardous Materials present at Customer’s
premises, except for those Hazardous Materials brought onto the premises by Seller, subject to
“Items To Be Furnished By Seller”, below.




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Access to Existing Facilities: Customer shall permit Seller reasonable use of such
portions of the
existing plant or equipment as are necessary for the proper completion of such tests as require
coordination with existing facilities. Such use shall not interfere with Customer’s normal
maintenance of equipment.



Grounds: Customer shall provide access to suitable and isolated building ground as
required for
Seller’s standard grounding of equipment. Where installation is outside or in a building under
construction, Customer shall also furnish lightning protection ground.



Requirements for Customer Designed Circuits: Customer shall furnish information covering
the
proper test and readjust requirements for apparatus and requirements for circuit performance
associated with circuits designed by Customer or standard circuits modified by Customer’s
drawings.



Through Tests and Trunk Tests: Customer shall make required through tests and trunk tests
to
other offices after Seller provides its notice of completion or notice of advanced turnover.




ITEMS TO BE FURNISHED BY SELLER:




The following items will be furnished by Seller (if required by the conditions of the particular
Service) and the price thereof is included in Seller’s price for Service:



Hazardous
Materials Cleanup: At the conclusion of the Services, Seller shall be responsible
for the
cleanup, removal, and proper disposal of all Hazardous Materials brought onto the premises by
Seller and not contemplated to remain on the premises after such completion of Service.



Protection of Equipment and Building: Seller shall provide protection for Customer’s
equipment
and buildings during the performance of the Service and in accordance with Seller’s standard
practices.



Method
of Procedure: Seller shall prepare a detailed Method of Procedure
(“MOP”) before
starting work on live equipment. Customer shall review the MOP and any requested changes shall be
negotiated. Customer shall give Seller written acceptance of the MOP prior to start of the work.




The following items will be furnished by Seller if requested by Customer, but Customer will be
billed and shall pay for them in addition to Seller’s standard or firm quoted price for the
Services:



Protection of Buildings and Equipment: Seller may provide protection of buildings and
equipment
in accordance with special practices of Customer differing from reasonable and prudent standards
of care.



Maintenance: Seller shall maintain Products, Licensed Materials and other items from
completion
of installation until date of Acceptance.




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Locally Purchased Items: Seller shall purchase items indicated by Seller’s
Specifications as

needing to be purchased locally.



Readjusting Apparatus: Seller may provide readjustment (in excess of that normally
required on
new apparatus) of apparatus associated with relocated or rewired circuits.



Cross-Connections (Other than to Outside Cable Terminations): Seller may run or rerun
permanent
cross-connections in accordance with revised cross-connection lists furnished by Customer.



Handling,
Packing, Transportation and Disposition of Removed and Surplus Customer
Equipment:
Seller may pack, transport, and dispose of surplus and removed Customer equipment as agreed by
the Parties.



Premium Time Allowances and Night Shift Bonuses: Seller may have its Services personnel
work
premium time and night shifts to the extent that Seller may deem such to be necessary to effect
the
required coordination of installing and testing operations or other Services because of Customer’s
requirements.



Emergency Lighting System: Seller may provide new emergency lighting system (other than
the
original ceiling mounted stumble lighting) to satisfy illumination and safety needs of Products of
certain heights.




4.5 WORK DONE BY OTHERS



If Customer or its other vendors or contractors fail to timely complete the Site readiness,
or if
Customer’s or its other vendors’ or contractors’ work interferes with Seller’s performance, Seller
promptly shall so notify Customer and, if appropriate under the circumstances, Seller may initiate
a
Change Order in order to extend on a day-for-day basis the scheduled completion date of Seller’s
Services under the applicable Purchase Order as reasonably necessary to compensate for such
delay or interference.




4.6 SELLER’S RIGHT TO RE-DEPLOY RESOURCES



If, in connection with its obligation to perform Services under this Agreement, Seller has
allocated engineering, installation and/or other resources to such performance and Customer or
its contractor fails to perform or delays performance of Customer’s obligations that are pre-
conditions to the completion of Seller’s performance, or Customer or its contractor interferes
with Seller’s performance, the scheduled completion date of Seller’s performance shall be
extended as necessary to compensate for such delay, failure or interference. Customer shall
promptly notify Seller whenever it anticipates or experiences such a delay, failure or
interference. If such delay, failure, or interference continues for *** or more, Seller
shall have the right to de-mobilize and re-deploy to other work any or all of its resources idled
by
such a delay, failure or interference. If Seller does de-mobilize and re-deploy its resources,
Seller will re-mobilize its resources to continue with its performance under this Agreement
within a commercially reasonable time after Customer or its contractor completes Customer’s
obligations and Customer has notified Seller of such completion.




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4.7 SERVICES WARRANTIES




          (a) General. Seller warrants to Customer that all Services will be performed in a
professional, careful and workmanlike manner and in accordance with Seller’s Specifications,
those
specifications referenced in the Purchase Order and/or in accordance with accepted practices
in the
telecommunications industry and the community in which such Services are performed, using
material free from defects except where such material is provided by Customer. The Warranty
Period for a particular Service will be set forth in the applicable statement of work. If
the
statement of work does not specify a Warranty Period, then the Warranty Period for the Service
described there will be *** from the date on which the Service has been completed
and
accepted by Customer. If Services are not performed in accordance with the provisions of this
Section, and if Customer so notifies Seller within the applicable Warranty Period, Seller
shall
correct the defective or nonconforming Service without charge within a reasonable period of
time
thereafter. If not corrected within such reasonable period of time after Customer’s notice,
Seller
shall issue a credit to Customer equal to the amount paid by Customer for the defective or
non-
conforming Services.



          (b) Disclaimer. THE SERVICES WARRANTIES SET FORTH ABOVE OR
ELSEWHERE IN THIS AGREEMENT OR IN ANY WRITING SIGNED BY AUTHORIZED
REPRESENTATIVES OF BOTH PARTIES ARE EXCLUSIVE 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.
EXCEPT AS PROVIDED IN THIS SUBSECTION, CUSTOMER’S SOLE AND EXCLUSIVE
REMEDY FOR BREACH OF SUCH WARRANTIES SHALL BE SELLER’S OBLIGATION
TO MAKE CORRECTIONS OR GIVE A CREDIT AS SET FORTH ABOVE IN THIS
SECTION. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF SELLER
FAILS TO CORRECT OR CREDIT AS SET FORTH ABOVE WITHIN A REASONABLE
TIME PERIOD, CUSTOMER MAY, AT ITS OPTION, DECLARE A SELLER EVENT OF
DEFAULT.



          (c) Additional Warranties. The Parties may negotiate additional Services-related
warranties on a case-by-case basis.



ARTICLE V



ENTIRE AGREEMENT AND EXECUTION




5.1 ENTIRE AGREEMENT



Attachments
A through M are attached to this Agreement and incorporated by this reference. The
terms and conditions contained in this Agreement, any subordinate agreements, and Purchase
Orders accepted pursuant to this Agreement or any subordinate agreement supersede all prior oral
or written understandings between the Parties with respect to the subject matter thereof and
constitute the entire agreement of the Parties with respect to such subject matter. Such terms and




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conditions shall not be modified or amended except by a writing signed by authorized
representatives of both Parties.




5.2 TERMINATION OF EXISTING AGREEMENT



Except as
expressly provided in this Section and in Attachments A and C, the 2002 Contract
shall terminate as of the Effective Date and have no further force or effect. From and after the
Effective Date, all products and licensed materials acquired by Customer pursuant to the 2002
Contract shall be treated as Products and Licensed Materials acquired under this Agreement and
shall be subject in all respects to the terms and conditions of this Agreement; provided, however,
that: (a) any warranty periods set forth in the 2002 Contract shall be applicable to the products
and licensed materials purchased or licensed thereunder; (b) the prices, discounts and credits set
forth in this Agreement shall not retroactively apply to the products, licensed materials and
services purchased, licensed, delivered and performed under the Existing Agreement prior to the
Effective Date;, ***; and (d) all amounts due to Seller under the 2002 Contract (whether or not invoiced
and whether or not disputed) will continue to be owed under this Agreement. Purchase Orders
for services placed by Customer under the 2002 Contract will be deemed to have been placed
under this Agreement to the extent the services will be performed on or after the Effective Date,
and the terms and conditions of this Agreement shall govern the rights, duties and obligations of
the Parties with respect to such services performed on or after the Effective Date, and shall
replace and supersede the terms and conditions of the 2002 Contract with respect thereto. The
terms and conditions of the 2002 Contract will continue to govern the rights, duties and
obligations of the Parties to the extent that services were performed under such Purchase Orders
prior to the Effective Date of this Agreement. All Information disclosed by the Parties under the
Existing Agreement shall remain subject in all respects to the terms and conditions thereof.



(signature page follows)




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          IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.



	 	 	 	 	 	 	 	 	 	 	 
	METROPCS WIRELESS, INC.	 	 	 	LUCENT TECHNOLOGIES INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Roger D. Linguist
	 	 	 	By:
	 	/s/ Steven R. Marino
	 	 
	Name:

	 	Roger D. Linguist
	 	 	 	Name:
	 	Steven R. Marino
	 	 
	Title:

	 	Pres. & CEO
	 	 	 	Title:
	 	CTVP
	 	 
	Date:

	 	June 6, 2005
	 	 	 	Date:
	 	June 6, 2005
	 	 






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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Attachment A




*** PRICING




1. GENERAL



***



With respect to Products, Licensed Materials and Services not specifically identified in this
Attachment, the Parties agree to negotiate prices for such Products, Licensed Materials and
Services in good faith and agree in writing on such prices. Notwithstanding, the following are
not included in the Attachment A pricing:





	 	§	 	Taxes, domestic transportation, hauling, hoisting, and warehousing;
	 
	 	§	 	Engineering site visits (if required);
	 
	 	§	 	Extraordinary installation items — helicopters, cranes, etc.;
	 
	 	§	 	Power/battery plant, additions, growth and or replacements;
	 
	 	§	 	Transmission/networking equipment, additions, growth and or replacement;
	 
	 	§	 	Antennas/tower, additions, growth modifications;
	 
	 	§	 	Building modifications/construction;
	 
	 	§	 	Optional hardware items associated with select Lucent Software (e.g. OTA,
SMS,AutoPace, billing platforms, etc.);
	 
	 	§	 	All charges associated with non-Standard Intervals;
	 
	 	§	 	Any other items not specifically quoted in this Attachment.




Unless Attachment C applies, pricing for Products and Licensed Materials not listed in
Attachment A will (a.) not exceed pricing for Products and Licensed Materials listed in
Attachment A (taking into consideration all applicable discounts and incentives) that are
substantially similar in Fit, Form, Function, and capacity; and (b.)
***.




PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




1









 





DRAFT — Subject to legal review and approval by the Parties




2. EXISTING MARKET AND NEW MARKET PRICING





EXISTING MARKETS




***





NEW MARKETS



***


New Market Pricing





***


PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





2









 








DRAFT — Subject to legal review and approval by the Parties





***



3. ***



 


PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.


3









 





DRAFT — Subject to legal review and approval by the Parties




***



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




4









 





DRAFT — Subject to legal review and approval by the Parties





***



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





5









 





DRAFT — Subject to legal review and approval by the Parties





	4.	 	PRODUCT CATEGORIES






	 	A.	 	NEW MARKET PRICING






	 	i.	 	Base Station Pricing
	 
	 	ii.	 	Flexent Mobility Manager (FMM) Pricing
	 
	 	iii.	 	Access Manager (ECP
OMP-FX) Pricing
	 
	 	iv.	 	Messaging Pricing






	 	B.	 	EXISTING MARKET PRICING






	 	i.	 	Base Station Pricing
	 
	 	ii.	 	5ESS / Flexent Packet Switch (FPS) Pricing

	 
	 	iii.	 	Flexent Mobility Manager (FMM) Pricing
	 
	 	iv.	 	Access Manager (ECP / OMP-FX) Pricing
	 
	 	v.	 	FMS-Based EVDO Radio Network Controller (RNC) Pricing
	 
	 	vi.	 	FBP — EVDO Radio Network Controller (RNC) Pricing
	 
	 	vii.	 	Gateway and Lucent SoftSwitch Pricing (viib. — Lucent Network Controller and
Lucent Network Gateway Pricing)
	 
	 	viii.	 	Optional Software & BRSS (Base Release System Software) Pricing
	 
	 	ix.	 	PDSN Data Equipment Pricing
	 
	 	x.	 	Juniper Equipment Pricing
	 
	 	xi.	 	Riverstone Equipment Pricing
	 
	 	xii.	 	Dorado Pricing
	 
	 	xiii.	 	ATM Soft Handoff (SHO) and Integrated Network Solutions (INS) Pricing
	 
	 	xiv.	 	Wireless Intelligent Network (WIN) Pricing
	 
	 	xv.	 	Messaging Pricing
	 
	 	xvi.	 	NOS Pricing
	 
	 	xvii.	 	Training Pricing
	 
	 	xviii.	 	Documentation Pricing
	 
	 	xix.	 	Services Pricing






Appendix 1 Dorado Pricing



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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DRAFT — Subject to legal review and approval by the Parties




4.A NEW MARKET PRICING



For New Markets, the following pricing will be honored for the Initial Term per the
provisions listed herein as well as in Sections 1, 2 and 3 above. For any Product or Software
not specifically denoted in Section 4.A New Market Pricing below, the Existing Market pricing
as defined in Section 4.B will apply.




i. Base Station Pricing:




Discount Table




	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	Modcells

	 	 	***		 	 	***		 	***
	Channel Elements

	 	 	***		 	***
	 	***
	Power / Batteries

	 	 	***	 	 	 	***	 	 	***







	***	 	 





***




	 	 	 	 	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 






	 	 	 	 	 
	New Market Modcell 4.0b Primary 1st Carrier / 3 Sector (6 sector capable) w/	 	Mod 4.0b	 
	Duplex Filters:	 	PC	 
	***
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	***
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	Total Model Price
	 	 	***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Market 2nd Carrier Growth w/ no	 	 	 	 	 	 	 	 	 	 	 	 
	additional Battery back-up:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0b	 	 	C4.0	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	Not offered	 	 	***	 	 	Not offered






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Market 3rd Carrier Growth w/ no	 	 	 	 	 	 	 	 	 	 	 	 
	additional Battery back-up:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0b	 	 	C4.0	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	Not offered	 	 	***	 	 	Not offered






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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DRAFT — Subject to legal review and approval by the Parties

NEW MARKETS PRICING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Market 4th Carrier Growth w/ no	 	 	 	 	 	 	 	 	 	 	 	 
	additional Battery back-up:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0b	 	 	C4.0	 
	***
	 	 	 	 	 	 	 	 	 		***	 	 	 	 	 
	***	 	 	 	 	 	 	 	 	 		***	 	 	 	 	 
	***	 	 	 	 	 	 	 	 	 		***		 	 	 	 
	***	 	 	 	 	 	 	 	 	 		***		 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	Not offered	 		***	 	 	Not offered






	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Market 5th Carrier Growth on 4.0b PC:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0b	 
	***	 	 	 	 	 	 	 	 	 		***	 
	***	 	 	 	 	 	 	 	 	 		***	 
	***	 	 	 	 	 	 	 	 	 		***	
	***	 	 	 	 	 	 	 	 	 		***	 
	 
	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	Not offered	 		***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Market 6th Carrier Growth on 4.0b PC:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0b	 
	***	 	 	 	 	 	 	 	 	 		***	 
	***	 	 	 	 	 	 	 	 	 		***	 
	***	 	 	 	 	 	 	 	 	 		***	
	***	 	 	 	 	 	 	 	 	 		***	
		 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	Not offered	 		***	 





New Market 7th - 11th Carrier Growth Kits for Modcell
4.0b will be Priced at ***




	 	 	 	 	 
	New Market 7th Carrier Growth Modcell 4.0 Growth Cabinet for 4.0	 	Mod 4.0	 
	Primary Cabinet:	 	GF-1	 
	***	 		***	 
	***	 		***	 
	***	 		***	 
	***	 		***	 
	***	 		***	
	 
	 	 	 
	Sub-Total
	 		***	 
	***
	 		***	 
	 
	 	 	 
	Total Model Price
	 		***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Market 8th Carrier Growth on 4.0 GF-1	 	with	 	 	with	 	 	with	 
	with a 4.0 PC:	 	Mod 2.0 PC	 	 	Mod 3.0 PC	 	 	Mod 4.0 PC	 
	***	 	 	 	 	 	 	 	 	 		***	 
	***	 	 	 	 	 	 	 	 	 		***	 
	***	 	 	 	 	 	 	 	 	 		***	
	***	 	 	 	 	 	 	 	 	 		***	
	 
	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	Not offered	 		***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Market 9th Carrier Growth on 4.0 GF-1 with a 4.0	 	with	 	 	with	 	 	with	 
	PC:	 	Mod 2.0 PC	 	 	Mod 3.0 PC	 	 	Mod 4.0 PC	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	Not offered	 	 	***	 





New Market 10th and llth Carrier Growth Kits on 4.0 will be Priced as those Growth Kits listed
above.




PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





8








 





DRAFT — Subject to legal review and approval by the Parties

NEW MARKETS PRICING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Market 2nd V4 BTS w/ 2 3G1X Cxr and 1	 	Mod 2.0 &	 	 	 	 	 	 	 	 	 	 	  Redeployed	 
	EVDO
Cxr (B2B) Note :	 	Mod 3.0	 	 	C4.0	 	 	Mod 4.0	 	 	Price	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	Not offered	 	 	***	 	 	 	***	 





Note: ***





ii. Flexent Mobility Manager (FMM) Pricing:




     Discount Table




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	Initial Launch New Market FMM HW
	 	 	***	 	 	 	***	 	 	 	***	 
	Initial Launch New Market FMM SW
	 	 	***	 	 	 	***	 	 	 	***	 
	Power
	 	 	***	 	 	 	***	 	 	 	***	 





***





	 	 	 	






iii. Access Manager (ECP/ OMP-FX) Pricing:




     Discount Table



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	Initial Launch New Market Axmgr
	 	 	***	 	 	 	***	 	 	 	***	 
	Power
	 	 	—	 	 	 	—	 	 	 	***	 






iv. Messaging Pricing:



Please refer to Attachment L for Messaging pricing.




PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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DRAFT — Subject to legal review and approval by the Parties




4.B EXISTING MARKET PRICING




i. Base Station Pricing




Discount Table





	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	Modcells
	 	 	***	 	 	 	***	 	 	***
	Channel Elements
	 	 	***		 	***	 	***
	Power / Batteries
	 	 	***	 	 	 	***	 	 	***







	•	 	***






***




	 	 	 	 	 
	***
	 	***	 	 
	***
	 	***	 	 
	***
	 	***	 	 
	***
	 	***	 	 






Modcell 3.0 / 4.0 / 4.0b Primary & Modcell 2.0 / 3.0 / 4.0 / 4.0b Growth Kit Pricing:





	***	 	 
	 
	***	 	 
	 
	***	 	 
	 
	***	 	 
	 
	***	 	 
	 
	***	 	 







	 	 	 	 	 
	Modcell 4.0 / 4.0b Primary 1st Carrier / 3 Sector w/ Duplex Filters:	 	Mod4.0/4.0bPC	 
	***
	 	***	 	 
	***
	 	***	 	 
	 
	 	 	 
	Sub-Total
	 	***	 	 
	***
	 	***	 	 
	 
	 	 	 
	Total Model Price
	 	***	 	 







	 	 	 	 	 
	Modcell 3.0 Primary 1st Carrier / 3 Sector w/	 	 	 
	Duplex Filters:	 	Mod 3.0 PC	 
	***
	 	***	 	 
	***
	 	***	 	 
	 
	 	 	 
	Sub-Total
	 	***	 	 
	***
	 	***	 	 
	 
	 	 	 
	Total Model Price
	 	***	 	 






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




10









 





DRAFT — Subject to legal review and approval by the
Parties
 EXISTING MARKETS PRICING



	 	 	 	 	 
	 	 	Mod 4.0	 
	Compact Modcell 4.0 Primary 1st Carrier / 3 Sector w/ Duplex Filters:	 	Compact PC	 
	***
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	Total Model Price
	 	 	***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2nd Carrier Growth w/ no additional	 	 	 	 	 	 	 	 	 	 	 	 
	Battery back-up:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0/ 4.0b	 	 	C4.0	 
	***	 		***
	 	 	 	***
		 	 	***	 	 	 	***	 
	***	 		***
	 	 		***
	
	 	 	***		 	 	***	
	***	 		***
	 	 	 	***
		 	 	***		 	 	***	 
	***	 	***	 	 	 	***
	
	 	 	***		 	 	***
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Model Price
	 		***
	 	 	 	***

		 	 	***	 	 	 	***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3rd Carrier Growth w/ no additional Battery back-up:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0/ 4.0b	 	 	C4.0	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	***	 	 	***	 	 	***
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4th Carrier Growth w/ no additional Battery back-up:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0/ 4.0b	 	 	C4.0	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	Not offered	 	 	***	 	 	Not offered






	 	 	 	 	 
	4th Carrier Growth Modcell 4.0 Growth Cabinet for	 	Mod 4.0	 
	2.0 Primary Cabinet:	 	GF-1	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	Sub-Total
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	Total Model Price
	 	 	***	 






	 	 	 	 	 
	4th Carrier Growth Modcell 4.0 Growth Cabinet for	 	Mod 4.0	 
	3.0 Primary Cabinet:	 	GF-1	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	Sub-Total
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	Total Model Price
	 	 	***	 






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




11









 






DRAFT — Subject to legal review and approval by the
Parties
 EXISTING MARKETS PRICING




	 	 	 	 	 	 	 	 	 	 	 	 	 
	5th Carrier Growth on 4.0 / 4.0b PC or on 4.0	 	with	 	 	with	 	 	 	 
	GF-1 with 2.0 PC / 3.0 PC:	 	Mod 2.0 PC	 	 	Mod 3.0 PC	 	 	Mod 4.0 /4.0b	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	 	***	 	 	 	***	 	 	 	***	 






	 	 	 	 	 	 	 	 	 
	 	 	with	 	 	with	 
	5th Carrier Growth on 2.0 GF-1 or 3.0 GF-1:	 	Mod 2.0 PC	 	 	Mod 3.0 PC	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	 
	 	 	 	 	 	 
	Total Model Price
	 	 	***	 	 	 	***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	6th Carrier Growth on 4.0 / 4.0b PC or on 4.0 GF-1	 	with	 	 	with	 	 	 	 
	with 2.0 PC / 3.0 PC:	 	Mod 2.0 PC	 	 	Mod 3.0 PC	 	 	Mod 4.0 / 4.0b	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	 	***	 	 	 	***	 	 	 	***	 






	 	 	 	 	 	 	 	 	 
	 	 	with	 	 	with	 
	6th Carrier Growth on 2.0 GF-1 or 3.0 GF-1:	 	Mod 2.0 PC	 	 	Mod 3.0 PC	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	 
	 	 	 	 	 	 
	Total Model Price
	 	 	***	 	 	 	***	 





7th — 11th Carrier Growth Kits for Modcell 4.0b will be
Priced at ***.




	 	 	 	 	 
	 	 	Mod 4.0	 
	7th
Carrier Growth Modcell 4.0 Growth Cabinet for 4.0 Primary Cabinet:	 	GF-1	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	Sub-Total
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	Total Model Price
	 	 	***	 






	 	 	 	 	 	 	 	 	 
	7th Carrier Growth on	 	with	 	 	with	 
	4.0 GF-1 with a 2.0 PC or 3.0 PC:	 	Mod 2.0 PC	 	 	Mod 3.0 PC	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	 
	 	 	 	 	 	 
	Total Model Price
	 	 	***	 	 	 	***	 






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




12









 




DRAFT — Subject to legal review and approval by the Parties

EXISTING MARKETS PRICING




	 	 	 	 	 	 	 	 	 	 	 	 	 
	8th Carrier Growth on 4.0 GF-1 with a 2.0 PC /	 	with	 	 	with	 	 	with	 
	3.0 PC/ 4.0 PC:	 	Mod 2.0 PC	 	 	Mod 3.0 PC	 	 	Mod 4.0 PC	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***
	 
	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	 	***	 	 	 	***	 	 	 	***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	9th Carrier Growth on 4.0 GF-1 with a 2.0 PC / 3.0	 	with	 	 	with	 	 	with	 
	PC/ 4.0 PC:	 	Mod 2.0 PC	 	 	Mod 3.0 PC	 	 	Mod 4.0 PC	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	 	***	 	 	 	***	 	 	 	***	 





10th and 11th Carrier Growth Kits on 4.0 will be Priced as those Growth Kits listed above.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Mod 4.0 and	 	 	Redeployed	 
	V3 for 2nd Half of BTS w/ 1 3G1X Cxr (B2B):	 	Mod 2.0	 	 	Mod 3.0	 	 	C4.0	 	 	Price	 
	***
	 	 	 	 	 	 	***	 	 	 	 	 	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	 	***	 	 	Not offered	 	 	***	 





Note: ***




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Modcell 4.0 EVDO Carrier Upgrade Note:	 	Mod 2.0	 	Mod 3.0	 	Mod 4.0	 	C4.0
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 





Note: ***




6-Sector Upgrade Not to Exceed Price




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Modcell 4.0b 6-Sector Upgrade (3G1X voice only,	 	 	 	 	 	 	 	 
	up to 3 Cxrs) with 64 CE + RTUNote :	 	Mod 2.0	 	Mod 3.0	 	Mod 4.0	 	C4.0
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 





Note: Applicable only to those Modcell 4.0b’s shipped as 6-sector capable.
Software will be available in June of 2006.



Notwithstanding anything contained herein to the contrary, Seller is committed to
develop and deliver with general availability in commercially reasonable quantities
6-sector 3G1X voice-only upgrades for up to 3 carriers in a Modcell 4.0b cabinet by June
30, 2006, provided Customer cooperates with Seller to conduct the FOA for such upgrade in a
timely manner.




PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




13









 





DRAFT — Subject to legal review and approval by the
Parties 
EXISTING MARKETS PRICING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Modcell 4.0b 6-Sector EVDO Upgrade 	 	 	 	 	 	 	 	 
	  with 64 CE + RTU (single carrier) Note:	 	Mod 2.0	 	Mod 3.0	 	Mod 4.0	 	C4.0
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 







Note: Applicable only to those Modcell 4.0b’s shipped as 6-sector capable. Software will be available upon GA
of November 30, 2006.




Notwithstanding anything contained herein to the contrary, Seller is committed to
develop and deliver with general availability in commercially reasonable quantities 6-sector
single carrier, EvDo upgrades in a Modcell 4.0b cabinet by November 30, 2006, provided
Customer cooperates with Seller to conduct the FOA for such upgrade in a timely manner.



EVDO Revision 0 to EVDO Revision A Upgrade Pricing



***





***



Please note the following:





	 	-	 	***
	 
	 	-	 	Pricing based on current product roadmap and does not constitute a commitment by
Seller
to produce, develop, make available, or manufacture IA.
	 
	 	-	 	Customer responsible for IA antenna, miscellaneous cabling, and other potential items
required for IA upgrade




The product roadmaps outlined above for: (1) EVDO Rev A, and; (2) Intelligent Antenna are
provided by Seller solely to inform Buyer of Seller’s current plan of record for the relevant
product(s) and both parties to this Agreement hereby agree that such information does not form
a commitment of any kind on either party in relation to this Agreement but represents Seller’s
good faith estimate as of the Effective Date. The terms and conditions, including pricing, of
any features or functionalities that may be described in the product roadmap that are
ultimately released, made generally available, or provided under this or subsequent agreements
are subject to future negotiations and future agreement on the terms and conditions which would
govern any sale. There are no penalties, liquidated damages or other remedies associated with
changes to the




PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




14









 





DRAFT — Subject to legal review and approval by the
Parties
 EXISTING MARKETS PRICING



product roadmap including cancellation of any specific feature or functionality or
delay in the timing of development.




	 	 	 	 	 
	Channel Element (CE) Pricing:	 	 	 	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Kits to Maintain 4 Hour Battery Backup	 	QUANTITIES
	Description	 	List	 	Net	 	3S1C	 	3S2C	 	3S3C	 	3S4C	 	3S5C	 	3S6C
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 		***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	TOTAL Incremental List Price	 	 	 	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	TOTAL Net Incremental Price	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 





 



*Note: ***




ii.
5ESS / Flexent Packet Switch (FPS) Pricing:




      Discount Table



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	5ESS / FPS
	 	 	***	 	 	 	***	 	 	 	***	 
	Power
	 	 	—	 	 	 	—	 	 	 	***	 






***





	 	•	 	***
	 
	 	•	 	***





iii.
Flexent Mobility Manager (FMM) Pricing:




      Discount Table



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	FMM HW
	 	 	***	 	 	 	***	 	 	 	***	 
	FMM SW
	 	 	***	 	 	 	***	 	 	 	***	 
	Power
	 	 	—	 	 	 	—	 	 	 	***	 






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




15









 





DRAFT — Subject to legal review and approval by the Parties

EXISTING MARKETS PRICING




iv. Access Manager (ECP / OMP-FX) Pricing:




     Discount Table



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	Axmgr
	 	 	***	 	 	 	***	 	 	 	***	 
	Power
	 	 	—	 	 	 	—	 	 	 	***	 






v. FMS Based — EVDO Radio Network Controller (RNC) Pricing:




     Discount Table



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	FMS Based RNC HW
	 	 	***	 	 	 	***	 	 	 	***	 
	FMS Based RNC SW
	 	 	***	 	 	 	***	 	 	 	***	 
	Power
	 	 	—	 	 	 	—	 	 	 	***	 






vi. FBP — EVDO Radio Network Controller (RNC) Pricing:




     ***



     Discount Table



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	FBP Based RNC HW
	 	 	***	 	 	 	***	 	 	 	***	 
	FBP Based RNC SW
	 	 	***	 	 	 	***	 	 	 	***	 
	Power
	 	 	***	 	 	 	***	 	 	 	***	 





Note:
Requires OMC-RAN.




vii. Gateway and Lucent Soft Switch Pricing:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Unit List	 	Unit Net	 	 
	Comcode	 	Product Description	 	Price	 	Price	 	Discount
	300724218
	 	VOICE MAIL INTERFACE ACCESSORY PACK	 		***	 	 		***	 	 	 	***	 
	300724283
	 	PLEXVIEW ADVANCED TRAFFIC COLLECTION SW	 		***	 	 		***	 	 	 	***	 
	300724366
	 	PLEXUS 9000 CUSTOMER DOC CDROM	 		***	 	 		***	 	 	 	***	 
	300724374
	 	PLEXVIEW EMS DOCUMENTATION CDROM	 		***	 	 		***	 	 	 	***	 
	300724382
	 	PLEXVIEW BILLING & TRAFFIC COLLECTION G	 		***	 	 		***	 	 	 	***	 
	300741238
	 	PLEXVIEW FLOW-THRU PRO & PM XML API	 		***	 	 		***	 	 	 	***	 
	300724317
	 	PLEXVIEW AMA PLUS BILLING SW	 		***	 	 		***	 	 	 	***	 
	300723541
	 	P9000 CHASSIS & COMM
EQUIP PROTECT W/SP3	 		***	 	 		***	 	 	 	***	 
	300723590
	 	8XDS3/STS-1 IOM WITH TONE DETECT	 		***	 	 		***	 	 	 	***	 
	300723657
	 	8XDS3/STS-1 PROTECT IOM, W/TONE DETECT	 		***	 	 		***	 	 	 	***	
	300723897
	 	PLEXUS OPERATING S/W	 		***	 	 		***	 	 	 	***	 
	300723913
	 	SS7 S/W PKG	 		***	 	 		***	 	 	 	***	 
	300723947
	 	TDM TRUNK INTERFACE FEATURE PKG	 		***	 	 		***	 	 	 	***	 
	300724036
	 	ENHANCED ROUTING S/W PKG	 		***	 	 		***	 	 	 	***	 
	300724127
	 	IS-41D GATEWAY MSC SW FEATURE PKG	 		***	 	 		***	 	 	 	***	 
	300724184
	 	SMDI FEATURE PKG	 		***	 	 		***	 	 	 	***	 
	300724242
	 	PLEXVIEW ELEMENT MANAGER LICENSE	 		***	 	 		***	 	 	 	***	 
	300724291
	 	PLEXVIEW ADV REPORTING NAMED USER LICEN	 		***	 	 		***	 	 	 	***	
	300729688
	 	DS1 IOM KIT, 87-1002-A	 		***	 	 		***	 	 	 	***	 
	300724259
	 	PLEXVIEW S/W BUNDLE PER EMS SERVER	 		***	 	 		***	 	 	 	***	 
	300724267
	 	PLEXVIEW ADVANCED REPORTING SW PER EMS	 		***	 	 		***	 	 	 	***	 





Maintenance for LCS Gateway
products will be charged on a per configuration basis.




PROPRIETARY
AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




16









 





DRAFT — Subject to legal review and approval by the Parties

EXISTING MARKETS PRICING




viib Lucent Network Controller and Lucent Network Gateway:





Pricing for the LNC and LNG shall be negotiated in good faith by the Parties at a
later date.



viii. Optional Software & BRSS (Base Release System Software) Pricing:





***




	ix.	 	PDSN Data Equipment Pricing:





     Discount Table



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	PDSN, including
AAA SW
	 	 	***	 	 	 	***	 	 	 	***	 
	Power
	 	 	***	 	 	 	***	 	 	 	***	 






x. Juniper Equipment Pricing




     Discount Table



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




17









 





     DRAFT
— Subject to legal review and approval by the Parties

EXISTING MARKETS PRICING



	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares
	Hardware
	 	 	***		 	 	***	
	Software
	 	 	***		 	***






xi. Riverstone Equipment Pricing




     Discount Table



	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares
	Hardware
	 	 	***		 	 	***	
	Software
	 	 	***		 	***






xii. Dorado Pricing




     Please see Appendix 1 for current Dorado Price Book.




	 	§	 	***
	 
	 	§	 	Dorado items are orderable with Juniper and/or Riverstone and Lucent gear
	 
	 	§	 	All Customer requests for Dorado Quotes must go through the current quoting process.





xiii. ATM SHO and Integrated Network Systems (INS) Pricing




     Discount Table



	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares
	PSAX 4500
	 	 	***		 	 	***	
	CBX 500 Hardware
	 	 	***		 	 	***	
	CBX 500 RTU Fees
	 	 	***		 	 	 	 
	CBX 3500 Hardware
	 	 	***		 	 	***	
	CBX 3500 MX0X RTU Fee
	 	 	***		 	 	 	 
	CBX 3500 Other RTU Fees
	 	 	***		 	 	 	 






     Pricing for other INS materials shall be negotiated in good faith by the Parties at a
later date.



xiv. Wireless Intelligent Network (WIN) Pricing:




     Discount Table



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	OI
	Material/Software/Service	 	List	 	Spares	 	Net Effective	 	Comcode
	ECS 900 4 Tl Channelized Links Platform Software RTU

	 		***	 	 	 	 	 	 		***	 	 	 	300538014	 
	ECS 900 Base Configuration (1 Media Unit)

	 		***	 	 	 	 	 	 		***	 	 	 	300517828	 
	ECS 900 Base Spares

	 		***	 	 		***	 	 		***	 	 	 	300568722	 
	eCS 900 Telecom Server Chassis e/q with 4 Tl
Channelized Links


distributed over 2 Telecom Server Units. (These 4
Tl Channelized

Links equate to 32 low speed SS7 links).

	 		***	 	 	 	 	 	 		***	 	 	 	300517901

300517877	 
	ECS, Release 24 Operating System & Utilities RTU

	 		***	 	 	 	 	 	 		***	 	 	 	300567641

300567658	 
	ECS900 SRU (per eCS)

	 		***	 	 	 	 	 	 		***	 	 	 	300703188	 
	eMRS SRU (per eMRS)

	 		***	 	 	 	 	 	 		***	 	 	 	300703600	 
	ESM SRU (J6750)

	 		***	 	 	 	 	 	 		***	 	 	 	300703196	 
	eSM, RTU for up to 10 AHE/MAS connections

	 			 	 	 	 	 	 		***	 	 	 	300570728	 
	LICENSE, RIGHT TO USE (per subscriber), eCS R24,
ANSI-41
SHLR 9.0 & Authentication Center (AC)

	 		***	 	 	 	 	 	 		***	 	 	 	300723194

300723160

300723111

300723061

300723111	 






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




18









 




DRAFT — Subject to legal review and
approval by the Parties
 EXISTING MARKETS PRICING



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	OI
	Material/Software/Service	 	List	 	Spares	 	Net Effective	 	Comcode
	LICENSE, RIGHT TO USE, SHLR 8.0 or Later,
Support MiRing (per sub)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300723012	 
	Lucent IN Applications SRU (MiRing & SHLR, 1 million
to 5 million subscribers) (per subscriber)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300703519	 
	MiRing subscriber-RTU (per 1,000 subscriber RTU)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300689494	 
	R24 eServices Intelligent Network On-line Platform
Documentation CD Rom
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	 	 
	SHLR Integration (eCS 900, eSM) for possible second
pair expansion
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300427499	 
	SOFTWARE, ON TAPE, eCS R24, SHLR 9.0 - New Install
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300589629	 
	Spare 8GB Fully Populated Factory System Tested
Memory Board (eCS 900)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300538089	 
	Spare, SCSI 36GB Boot disk
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300707486	 
	SRU Integration Services (SHLR solution applications)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300427499	 
	SRU Integration Services (SHLR solution platforms)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300427499	 
	LICENSE, RIGHT TO USE, SHLR 8.0 or Later, Over The
Air Parameter Administration (OTAPA) (per 1,000
subscribers)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300722980	 
	RTU R23 - R24 - SNMP OA&M Data Collection Interface
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300570074	 
	SW & RTU for Performance Engineering Tools R24
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300566684	 
	HARDWARE KIT
FOR EMRS R24,R25, SUNBLADE LMT+ REFR WS
WITH ONE MONITOR
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300787512	 
	EQMT TO PROVIDE FOR BASE CABINET PLUS FIRST EMRS
CHASSIS PROVISIONING (TS1) AND SECOND EMRS UNIT AT
TS0, 30 INCH DEEP CABINET
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300679735	 
	SL-CAB-HWKIT, 30INCH,eMRS
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300679776	 
	FI-CAB-BASE, 30INCH,eMRS
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300679719	 
	FRAMEWORK, ASSEMBLY, WIRING & COMMON EQUIPMENT TO
PROVIDE ONE COMPACT PCI 30 INCH EMRS CABINET FOR
FIRST EMRS CHASSIS PROVISIONING (TS1)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300679727	 
	CIRCUIT PACK, QUAD SS7 INTERFACE CARD AND Tl PORTS
(408385482)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300326857	 
	CIRCUIT
PACK, CPU, DUAL P3, 1Ghz CPU (408786895);
CIRCUIT PACK, CPU 1Ghz — RTM (408790186)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300590551	 
	CIRCUIT PACK, ALARM BOARD2 (408802312)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300590759	 
	CIRCUIT PACK, MEDIA BAY MODULE (408403715)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300288271	 
	SPARE, CIRCUIT PACK, SCSI DATA DISK DRIVE, 36GB
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300736790	 
	CIRCUIT PACK, POWER ENTRY MODULE (408403681)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300288255	 
	NMS CG6500
8-span El/71 VOIP board card, 2
10/100BaseT Network I/O (note: comcode 300590676
maps into 408781029-front card & 408761153 -RTM
card in the eMRS H400-717 drawing)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300590676	 
	CIRCUIT PACK , MULTI-FUNCTION SYSTEM I/O CARD,
ETHERNET CARD AND SCSI INTERFACE CARD (408641744);
CIRCUIT PACK, MFIO — RTM (408532232)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300326832	 
	eSM, RTU for 20K TPH performance
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300278173	 
	eSM, RTU for up to 10 eMRS connection
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300277951	 
	eSM, RTU for 4 eCS/SCP connection
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300278058	 
	eSM, RTU for 50K TPH performance
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300278207	 
	Tl Channelized Links Spare
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300618964	 





Note: ***




PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.









19









 












DRAFT — Subject to legal review and approval by the Parties

EXISTING MARKETS PRICING




xv. Messaging Pricing:




     Please refer to Attachment L for Messaging pricing.




	xvi.	 	NOS Pricing:





     Order Information:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Term of	 	 	 	 	 	 	 	 	 	 
	 	 	Order	 	 	 	 	 	Comcode # and other Description	 	Service or	 	 	 	 	 	 	 	 	 	Extended
	 	 	Type	 	Comcode #	 	(E.g. Level of Support, Upgrades Included, etc.)	 	License	 	Qty	 	Fee	 	Fee
	1

	 	SW
	 	 	108375494	 	 	NetminderNTP RTU (One time Right-to-use)

Software License



List Price: *** per MSC

MetroPCS Discount Price *** per MSC
	 	One time	 	 	1	 	 	***
***
	 	***
***

	2

	 	Training
	 	OS3326
	 	OS3326 NTP System User & Administration
Training (4 days, 8 students) Instructor T&L not
included
	 	One time
	 	 	1	 	 	***		 	 	***		 
	3

	 	SW
	 	 	300660834	 	 	3rd Party SW: Times Ten (one per server)
	 	One time
	 	 	1	 	 	***		 	 	***		 
	4

	 	SW
	 	 	300660842	 	 	3rd Party SW: Borland VisiBroker

(one per server)
	 	One time
	 	 	1	 	 	***		 	 	***		 
	5

	 	SW
	 	 	300660826	 	 	3rd Party SW: NTP Oracle RTU per CPU
	 	One time
	 	 	1	 	 	***		 	 	***		 
	6

	 	PS
	 	 	108087289	 	 	LWS Services: IPA, install, configuration (one

server)
	 	One time
	 	 	1	 	 	***		 	 	***		 
	7

	 	Annual Maint.
	 	 	300012655	 	 	24X7 RTS-Remote Technical Support, (includes

Software Updates, Upgrade for Core, Web Site

Access) ***
	 	annual
	 	 	1	 	 	***		 	 	***		 







Term for Software Support Services: Any Software support Service charges
stated herein shall have an initial, non-cancelable term of ***,
commencing upon the delivery of the Software (“Initial Support Term”). Software
support Services will be provided in accordance with Seller’s standard Statement
of Work (SOW) for such Services. Customer may access and view these SOWs and
their associated terms and conditions at Seller’s web site address
www.lucent.com/support.




Seller Hardware: In the event that the Software is utilized on Seller-provided
server Products, Customer will provide Seller with reasonable access for
installation and maintenance of Seller-owned Products and Customer agrees that
title to such Product will remain with Seller at all times. Upon termination of
the license utilizing Seller owned Products, Customer shall return such Products
to Seller within 15 days of such termination or Seller may invoice, and Customer
shall pay, the then current value of the Products retained.



PROPRIETARY
AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





20









 








DRAFT — Subject to legal review and approval by the Parties

EXISTING MARKETS PRICING




xvii. Training Pricing:





Training will be provided in accordance with Seller’s standard training program at
then-current rates. For more information please refer to Attachment B. A BP99-Form will
need to be filled out from time to time.



xviii. Documentation Pricing:





Documentation will be provided in accordance with Seller’s standard documentation
program at then-current rates. For more information please contact CIC 888-582-3688 or
www.lucentdocs.com.




Customer Code = DK



xix. Services Pricing:





Please refer to Attachment J for Services pricing.



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





21









 





DRAFT — Subject to legal review and approval by the Parties

APPENDIX 1 — DORADO PRICING



***



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




22









 





DRAFT — Subject to legal review and approval by the

Parties APPENDIX 1 — DORADO PRICING



***




PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




23









 





DRAFT — Subject to legal review and approval by the Parties

APPENDIX 1 — DORADO PRICING




***



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.



24









 





Attachment B




 TRAINING




1. Introduction




Lucent
training courses (the “Training Courses”) are developed in accordance with systematic
training development processes. The Training Courses are combined into a comprehensive training
program that is oriented toward job functions associated with operating and managing various
Products and Software sold by Lucent. The Training Courses utilize classroom lectures with
audio/video training aids, PC-based training, and/or practical hands-on experience to assure that
students acquire theoretical as well as practical knowledge.



2. Training ***




a. ***



b. Training will consist of Lucent’s standard training for Customer’s personnel in the planning for
and operation and maintenance of Products and Software provided under the Agreement. ***



3. Training Courses




The Training Courses for which Customer shall be eligible, based upon Customer’s
current Product
and Software demands, shall be those set forth in the course description schedule set forth below
in this Attachment B (the “Course Description
Schedule”). From time to time during the Term, Lucent
may offer to Customer new or different Training Courses which are not identified on the Course
Description Schedule. In such event, Lucent shall provide Customer with a list of the new or
different Training Courses at the time such Training Courses become generally available to Lucent’s
customers. In the event that Customer purchases (or licenses, in the case of Software) other
Products or Software during the Term for which Lucent provides Training Courses, Lucent shall
provide Customer with a list of such available Training Courses at the time of Lucent’s delivery of
the Product or Software. The Course Description Schedule



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





1









 








shall be amended once annually, on or before December 1st of the then-current year of the
Term, to identify any new or different Training Courses for which Customer shall be eligible.



4. Training Contact Information




Website:




Customer has the option to access an up-to-date list of Training Courses available for Products
and Software and register for training by accessing the following
website:
https://training.lucent.com/SabaWeb



Open Enrollment Classes (Lucent Training Facility):




***




Customer Site Training and Scheduling Training:




Tamara Birdsong (Lucent Training Coordinator)

Phone: ***

Email: ***





5. Training Terms and Conditions




a. The following terms and conditions apply to Training Courses provided either at a Lucent
training center or at a Customer location:



(1) The price for the Training Course includes all tuition and standard course materials.



(2) Student requests for Lucent’s training publications will be satisfied from materials that are
included in the Training Course. Requests for materials involving Products not included in the
Training Course will be forwarded to both Customer’s representatives and the Lucent Account
Executive for negotiation. The cost of non-Lucent training publications will be the student’s
responsibility.



(3) All training will be conducted in English. Written materials will be provided in English.



(4) If an interpreter is necessary, the length and cost of the training may increase; any such
increases shall be identified by Lucent in advance.



(5) Scheduled Training Courses can be cancelled by Customer fifteen (15) calendar days in advance
of the start of such Training Course without any Customer liability for such cancellation. Except
for cancellations caused by events beyond Customer’s reasonable control, cancellations that occur
five (5) to fourteen (14) calendar days before the start of a Training Course will result in a
cancellation fee to Customer ***; provided, however, that if Seller is able to secure attendance by another
person to fill such seat, there will be no cancellation fee. Except for cancellations caused by
events beyond Customer’s reasonable control, cancellations that occur zero (0) to five (5) calendar
days before the start of a Training Course will result in a cancellation



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





2









 








fee to
Customer of *** for such Training Course;
provided, however, that if Seller is able to secure attendance by another person to fill such
seat, there will be no cancellation fee. Cancellation fees shall first be deducted from Customer’s
Training Credits. In the event that Customer has insufficient Training Credits to cover all
cancellation fees, Customer shall pay Lucent the balance.



(6) Lucent’s Training Courses are constantly being revised and updated; therefore, the duration,
pricing and exact content of the Training Course may change from those described in this
Attachment B, including in the Course Description Schedule.



b. The following additional terms and conditions shall apply to Training Courses conducted only at
a Lucent training center location (“Lucent Training
Center”):



(1) Student manuals are part of the tuition and become the property of the student upon completion
of the applicable Training Course. All training aids, classroom documentation, software, and
equipment owned and supplied by Lucent will remain Lucent’s property upon completion of the
applicable Training Course.



(2) A minimum class size of eight (8) students is required to schedule a Customer-dedicated
hands-on class. A minimum class size of twenty (20) students is required to schedule a
Customer-dedicated, lecture-only class conducted at a Lucent Training Center. If Customer does not
wish to schedule a dedicated class, the designated number of students will be placed in existing
classes.



(3) Customer will be responsible for all student lodging and living expenses and all international,
inter-city transportation, and transportation from the place of lodging to the training site unless
otherwise stated. Lucent will assist in the logistics of obtaining lodging, and will also assist
students in arranging transportation from the airport to the place of lodging.



(4) The schedules at Lucent’s Training Centers vary from five (5) to six (6) days a week, eight (8)
hours per day. Students will be expected to attend classes as scheduled at the Lucent Training
Center. This may include additional hours as may be required to maintain the progress of a given
class.



(5) Customer should be aware that circumstances may dictate that days where no applicable training
is offered (not including weekends) may occur during the duration of the student’s stay at a Lucent
Training Center. There will be no tuition charge for non-training days; however, all student living
expenses will be Customer’s responsibility.



(6) No training will be scheduled on holidays normally celebrated at the Lucent Training Center.



(7) If the students plan personal travel on days off, the Lucent Training Center would appreciate
knowing their destination in case of emergency. The cost of personal travel is the responsibility
of the student.



(8) All students will receive a student guide on the first day of the Training Course. Any
additional training material is distributed at appropriate intervals during the Training Course.



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





3









 








c. The following additional terms and conditions shall apply to Training Courses conducted
only at a Customer location:



(1) Customer shall be required to provide suitable facilities and all the equipment necessary for
on-site training (including test equipment). This equipment must be free of trouble and working,
but not in service. Instructor time and related travel expenses will be required to set up
Customer’s training site so that the equipment is configured like that in Lucent’s training lab and
any related costs or fees to be paid by Customer therefor shall be fixed and set forth as separate
line items in an agreed upon statement of work. This shall be required for each hands-on Training
Course taught at Customer’s training site.



(2) Customer shall be responsible for all reasonable out-of-pocket instructor travel and living
expenses, and the expenses associated with the shipping of Training Course material and equipment;
provided, however, that such travel shall be at coach fares and Customer shall not be responsible
for any entertainment expenses.



(3) ***


(4) Customer assumes the risk of loss, including theft and damage, to the Training Course-related
equipment Lucent provides while such equipment is in the possession or control of Customer, but not
during its delivery or transportation to Customer.



6. Prerequisites




It is assumed that the training population will have previous experience in, and possess a basic
fundamental knowledge of, transmission and switching theory of operation. Further prerequisites
are stated in the Training Course descriptions.



7. Training Implementation




a. An implementation plan for the training program will be developed after the Effective Date. This
plan will identify the specific tasks that will be performed by Lucent (including recommended
Training Courses) and the proper sequence in which to implement such tasks throughout the Term.
Firm schedule dates for the Training Courses will be agreed to by the Parties after the Effective
Date.



b. Special responsibilities and assumptions for the Parties with regards to training will also be
noted in the implementation plan. This plan will assist in ensuring that operations are commenced
and completed on time as required by the Agreement and will be mutually agreed to by Customer and
Lucent.



8. Training Assumptions




Customer shall supply the personal computers associated with the PC-based training conducted
on-site.



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





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9. Conflict




In the event there is any conflict between the terms and conditions of this Attachment B and the
terms and conditions of Attachment A, this Attachment B shall control with respect to the Training
Courses provided hereunder and Attachment A shall control for all other purposes.



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





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MOBILITY COURSE DESCRIPTION




CDMA — Switch Technician




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	CORE PRODUCT/TECHNOLOGY
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CL1000C/W 

FlexentTM/AUTOPLEX® Wireless 

System Overview

	 	***
	 	***	 	***

***

	 
	 	 	 	 	 	 	 	 
	Overview of Flexent and
CDMA
 Basestations
(optional)

	 	***
	 	***
	 	***

	 
	 	 	 	 	 	 	 	 
	CL5601C/W 
 Flexent
Wireless Packet
 Networks
Overview

	 	***
	 	***
	 	***

***

	 
	 	 	 	 	 	 	 	 
	CL5110

Flexent Element Management
 System Overview
Tutorial

	 	***
	 	***
	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	LTD258M/W
 Understanding
the Basics of
 Data
Communications

	 	***
	 	***
	 	***

***

	 
	 	 	 	 	 	 	 	 
	LTD257M/W

Understanding
TCP/IP Fundamentals

	 	***
	 	***
	 	***

***

	 
	 	 	 	 	 	 	 	 
	CL1910
TCP/IP Fundamentals

	 	***
	 	***
	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	LTD301M/W

Understanding
IP and Voice over IP

	 	***
	 	***
	 	***

***







PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




6









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	UC1070

Fundamentals of UNIX

	 	***
	 	***
	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	5ESS
SWITCH/ECP
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	WS5M01
5ESS®
DCS Maintenance:
 System
Fundamentals

	 	***
	 	***
	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	WS5M02
 5ESS® Switch DCS

Maintenance: AM and CNI

	 	***
	 	***
	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	WS5M03
5ESS®
Switch DCS
 Maintenance: CM
Hardware

	 	***
	 	***
	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	WS5M04
 5ESS® Switch DCS

Maintenance: SM Hardware

	 	***
	 	***
	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	WS5M05
5ESS®
Switch DCS
 Trunk
Maintenance

	 	***
	 	***
	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	WS5MO6

5ESS®
DCS Maintenance: 

Office Database Maintenance

	 	***
	 	***
	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	CL8005
 Maintenance of the 5ESS®
DCS 
for
FlexentTM/AUTOPLEX®

Wireless
System

	 	***
	 	***
	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	CL8002
FlexentTM/AUTOPLEX®
Wireless 

Networks ECP — Complex
 Maintenance

	 	***
	 	***
	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	CL8510
 5ESS Switch CDMA Wireless 

Application for NAR

	 	***
	 	***
	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	Flexent
Mobility Manager/RNG Engineering
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CL5500
FMS Mobility Server Overview

	 	***
	 	***
	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	CL5501
Mobility Manager Application
Processor (AP) OA&M

	 	***
	 	***
	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	CL5502
 Mobility Manager ROP 

OA&M:

	 	***
	 	***
	 	***

***







PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




7









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	CL5503C/W

Flexent Mobility
Manager 
Database Management Systems

(MM-DBMS) OA&M

	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	CL5582

CDMA2000 1X Radio 

Network Controller OA&M

	 	***	 	***	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	3G1X
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CL3716


Overview of the 3G-1X Radio
Access Network and Technology

	 	***	 	***	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	CL3737
3G1X High Speed Packet Data 

Fundamentals

	 	***	 	***	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	1XEV-DO
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	LTW541M/W

1X-EVDO Networks

	 	***	 	***	 	***

	 
	 	 	 	 	 	 	 	 
	CL5660C
1xEV-DO Radio Access System 

OA&M

	 	***	 	***	 	***

	 
	 	 	 	 	 	 	 	 
	CL5661

Flexent CDMA2000

1xEV-DO Radio Access System 

OA&M

	 	***	 	***	 	***	 	 






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





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	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	Translations
	 
	 	 	 	 	 	 	 	 
	CL3630

Flexent/AUTOPLEX 

Wireless Networks 

Digit-Routing 

Translations

	 	***	 	***	 		***	 
	 
	 	 	 	 	 	 	 	 
	CL3631

Flexent/AUTOPLEX 

Wireless Networks 

Multiple Systems 

Networking

	 	***	 	***	 		***	 
	 
	 	 	 	 	 	 	 	 
	CL5632

Flexent/AUTOPLEX CDMA Cell
 Site
Growth Translations

	 	***	 	 	 		***	 






RF Engineer and Systems Performance Engineer




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	CORE PRODUCT/TECHNOLOGY
	 
	 	 	 	 	 	 	 	 
	CL1000C/W

FlexentTM/AUTOPLEX® Wireless 

System Overview

	 	***	 	***	 	***

	 
	 	 	 	 	 	 	 	 
	CL5601C/W

Flexent Wireless Packet 

Networks Overview

	 	***	 	***	 	***

	 
	 	 	 	 	 	 	 	 
	CL5110 
Flexent Element 

Management System Overview 

Tutorial

	 	***	 	***	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	LTD258M/W 
Understanding the
Basics of Data Communications

	 	***	 	***	 	***

	 
	 	 	 	 	 	 	 	 
	LTD257M/W 
Understanding TCP/IP 

Fundamentals

	 	***	 	***	 	***

	 
	 	 	 	 	 	 	 	 
	CL1910 
TCP/IP Fundamentals

	 	***	 	***	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	CL5600C

Overview of Flexent and CDMA
Basestations (optional)

	 	***	 	***	 	***	 	 






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





9









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	Design/Performance Engineering
	 
	 	 	 	 	 	 	 	 
	CL8302

CDMA IS-95/3G1X RF Design &
Growth Engineering for PCS (1900 MHz)
Systems (for Engineers new to Lucent
equipment)

	 	***	 	***	 		***	 
	 
	 	 	 	 	 	 	 	 
	CL8303

CDMA IS-95-3G1X Base Station Call
Processing (for engineers new to
Lucent equipment)

	 	***	 	***	 		***	 
	 
	 	 	 	 	 	 	 	 
	CL8304 
CDMA 3G1X RF Design 

Engineering & Base Station Call 

Processing (If not taking 

CL8302/CL8303)

	 	***	 	***	 		***	 
	 
	 	 	 	 	 	 	 	 
	CL8306

CDMA2000 1XEV-DO RF Design and
Call Processing

	 	***	 	***	 		***	 
	 
	 	 	 	 	 	 	 	 
	CL8306S 
CDMA2000 1xEV-DO RF
Engineering and Call Processing
Pre-Deployment Seminar

	 	***	 	***	 		***	 
	 
	 	 	 	 	 	 	 	 
	CL3723 
Wireless AMPS/PCS CDMA RF 

Performance Engineering

	 	***	 	***	 		***	 
	 
	 	 	 	 	 	 	 	 
	System Capacity Monitoring and Engineering
	 
	 	 	 	 	 	 	 	 
	CL1004 
Flexent/AUTOPLEX System
Capacity Monitoring and Engineering
(SCME) for PCS CDMA

	 	***	 	***	 		***	 
	 
	 	 	 	 	 	 	 	 
	CL1008 
SCME for 1XEV-DO

	 	***	 	***	 		***	 
	 
	 	 	 	 	 	 	 	 
	WATCHMARK
	 
	 	 	 	 	 	 	 	 
	CL3723
Wireless AMPS/PCS CDMA RF 

Performance Engineering

	 	 	 	***	 		***	 
	 
	 	 	 	 	 	 	 	 
	CL1519 
Watchmark Prospect Admin.
Fundamentals

	 	***	 	***	 		***	 
	 
	 	 	 	 	 	 	 	 
	CL1522

Watch Mark Prospect — Lucent
AMPS/CDMA/TDMA-New Users

	 	***	 	***	 		***	 
	 
	 	 	 	 	 	 	 	 
	CL1523, 
WatchMark ProspectTM -

Lucent 

AMPS/CDMA/TDMA Special 

Engineering Studies for Users

	 	***	 	***	 		***	 
	 
	 	 	 	 	 	 	 	 
	3G1X






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





10









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	CL3716

Overview of the 3G-1X Radio
Access Network and Technology

	 	***	 	***	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	CL3737

3G1X High Speed Packet Data 

Fundamentals

	 	***	 	***	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	1XEV-DO
	 
	 	 	 	 	 	 	 	 
	LTW541M/W

1X-EVDO Networks

	 	***	 	***	 	***

	 
	 	 	 	 	 	 	 	 
	CL5901

1X-EVDO Technology

	 	***	 	***	 	***	 	 
	 

	 		 	 	 	 	 	 






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





11









 




Systems Engineer (Equipment Engineer) and Switch/BSC Provisioning Engineer




	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	CL1000C
FlexentTM/AUTOPLEX®

Wireless Networks System
Overview
	 	***	 	***	 	***
	 
	CL1004
Flexent/AUTOPLEX
System Capacity
Monitoring and Engineering
(SCME) for PCS CDMA
	 	***	 	***	 	***
	 
	CL1008
SCME for 1XEV-DO
	 	***	 	***	 	***






Switch (BSC) Engineer




	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	CL1000C

FlexentTM/AUTOPLEX®
Wireless Networks System
Overview
	 	***	 	***	 	***
	 
	CL5600C

Overview of Flexent and CDMA
Basestations (optional)
	 	***	 	***	 	***
	 
	CL8002

FlexentTM/AUTOPLEX®

Wireless Networks ECP -

Complex Maintenance
	 	***	 	***	 	***
	 
	CL1004

Flexent/AUTOPLEX System Capacity
Monitoring and Engineering
(SCME) for PCS CDMA
	 	***	 	***	 	***
	 
	CL1008

SCME for IXEV-DO

	 	***	 	***	 	***
	 
	CL1519

Watchmark Prospect

Admin. Fundamentals
	 	***	 	***	 	***
	 
	CL1522

WatchMark Prospect -

Lucent AMPS/CDMA/TDMA

for New Users

	 	***	 	***	 	***
	 
	CL1523

WatchMark ProspectTM -

Lucent AMPS/CDMA/TDMA

Special Engineering

Studies for Users

	 	***	 	***	 	***
	 
	CL5632
Flexent Translations
	 	***	 	***	 	***






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




12









 





Customer Service Representatives




	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	CL1000C

FlexentTM/AUTOPLEX®
Wireless Networks System
Overview
	 	***	 	***	 	***






Network Operations Control Center Personnel




	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	CL1000C

FlexentTM/AUTOPLEX®
Wireless Networks System
Overview
	 	***	 	***	 	***
	 
	CL1111

FlexentTM/AUTOPLEX®

NOC Fundamentals and Fault Isolation

	 	***	 	 	 	***






RF Base Station Maintenance Personnel




	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	Core Product/Technology
	 
	CL1000C

FlexentTM/AUTOPLEX®

Wireless Networks System
Overview

	 	***	 	***	 	***
	 
	CL5601C/W

Flexent Wireless Packet Networks
Overview
	 	***	 	***	 	***
	 
	CL5110

Flexent Element Management System

Overview Tutorial

	 	***	 	***	 	***
	 
	LTD258M/W 

Understanding the Basics of
Data Communications
	 	***	 	***	 	***
	 
	LTD257M/W
Understanding TCP/IP Fundamentals
	 	***	 	***	 	***






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





13









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	CL1910 
TCP/IP Fundamentals

	 	***	 	***	 	 	***	 
	 
	 	 	 	 	 	 	 	 
	Cell Site Engineering
	 
	 	 	 	 	 	 	 	 
	CL5600C

Overview of CDMA and Flexent CDMAN Base
Stations

	 	***	 	***	 	 	***
	 
	 	 	 	 	 	 	 	 
	CL5610

Flexent CDMA Modular cell OA&M

	 	***	 	***	 	 	***	 
	 
	 	 	 	 	 	 	 	 
	CL5690

CDMA Modular ell 4.0 Operations,
Administration and Maintenance

	 	***	 	***	 	 	***	 
	 
	 	 	 	 	 	 	 	 
	CL5696

Advanced Remote Tool Usage

	 	***	 	***	 	 	***	 
	 
	 	 	 	 	 	 	 	 
	3G1X
	 
	 	 	 	 	 	 	 	 
	CL3716

Overview of the 3G-1X Radio Access Network
and Technology

	 	***	 	***	 	 	***	 
	 
	 	 	 	 	 	 	 	 
	CL3737

3G1X High Speed Packet Data 

Fundamentals

	 	***	 	***	 	 	***	 
	 
	 	 	 	 	 	 	 	 
	1XEV-DO





PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.



14









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	LTW541M/W

1X-EVDO Networks

	 	***	 	***	 	***

***

	 
	 	 	 	 	 	 	 	 
	CL5660C

1xEV-DO Radio Access System OA&M

	 	***	 	***	 	***	 	 






Timelines for each job function:



Below are suggested timelines for the start and completion of training. The intervals
identified are relative to cutover of the system to Customer. These timelines assume
availability of the student to complete courses in a timely manner and the availability of
instructor-led courses.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Start	 	Instructor-led
	 	 	Start CD based	 	CD-based training	 	Instructor-led	 	courses
	Job Function	 	Training	 	completed	 	course	 	completed
	Switch Technician

	 	***	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	RF Eng. & Systems
Performance Eng

	 	***	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	Systems Engineer
(Equipment Engineer) and
Switch/BSC Provisioning
Eng.

	 	***	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	Switch (BSC) Eng.

	 	***	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	Customer Service 

Representatives

	 	***	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	Network Operations 

Control Center 

Personnel

	 	***	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	RF Base Station 

Maintenance Personnel

	 	***	 	***	 	***	 	***





Note: It is also suggested that prospective students visit a Lucent network that is
currently up and running. This will help reinforce what they have learned thus further
preparing them to support their own network.




PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




15









 








WIRELINE COURSE DESCRIPTION




Wireline 5ESS® Switches




	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	ES5010

5ESS Switch Architecture

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES5521

5ESS Switch Operations and
Maintenance
Fundamentals

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES5523

5ESS Switch Database and
Recent Change

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES505A

5ESS Switch Translations: 

Essentials for Recent 

Change

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES505B

5ESS Switch Translations: 

Recent Change for Business 

Applications

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES505C

5ESS Switch Translations: 

Recent Change for ISDN

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES505D

5ESS Switch Translations:
R/C for Digit Analysis,
Routing, and Charging

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES505E

5ESS Switch Translations: 

Recent Change for 

Trunks

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES505P

5ESS Switch Number
Portability Call Processing
and Provisioning

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES5555

5ESS Switch Hands-On 

Maintenance

	 	***	 	***	 	***






	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	ES5MOO

5ESS Switch Overview

	 	***	 	***	 	***






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





16









 





	 	 	 	 	 	 	 
	Course Number	 	Course Description	 	Duration
and Media	 	Price
	ES5M01

5ESS Switch Maintenance:
System Fundamentals

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES5M01T 

5ESS Switch Tandem
Applications: System
Fundamentals

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES5M02

5ESS Switch Maintenance:
switching Module
Hardware Maintenance

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES5M02A

5ESS Switch
Maintenance: AM and CNI
Hardware Maintenance

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES5M02B 

5ESS Switch
Maintenance: CM
Hardware Maintenance

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES5M02S 

OneLink Manager ASM
Maintenance

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES5M02N 

5ESS Switch Maintenance:
Common Channel
Signaling Maintenance

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES5M03T 

5ESS Switch Tandem
Applications: Trunk
Maintenance

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES5M03L 

5ESS Switch
Maintenance: Line
Maintenance

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES5M04

5ESS Switch Maintenance:
Office Database
Maintenance

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES5M05

5ESS Switch Maintenance:
System Analysis

	 	***	 	***	 	***






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





17









 








	 	 	 	 	 	 	 
	ES5M20A 

5ESS Switch
Architecture
Fundamentals

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES5M20B 

5ESS Switch
Maintenance
Fundamentals

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	ES5M20C 

5ESS Switch
Hardware
Maintenance
Fundamentals

	 	***	 	***	 	***






Stinger®
and NavisAccess DSL




	 	 	 	 	 	 	 
	 	 	 	 	Duration	 	 
	Course Number	 	Course Description	 	and Media	 	Price
	20641

Stinger®
Configuration and
Administration

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	20641E

Stinger®
Configuration and
Administration
Web-Based Training

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	20503

NavisAccess DSL 5.1
Fundamentals 1

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	20503E1

NavisAccess DSL 5.1
Fundamentals 1,
web-based training

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	20503E2

NavisAccess DSL 5.1
Fundamentals 2,
web-based training

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	20503E3

NavisAccess DSL 5.1
Service Creation,
Monitoring, and
Reporting

	 	***	 	***	 	***
	 
	 	 	 	 	 	 
	20503E4

NavisAccess DSL
5.1 Scheduling and
Configuration
Management

	 	***	 	***	 	***






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





18









 





DRAFT — Subject to legal review and approval by the Parties




Attachment C




*** PRICING




1. GENERAL



The prices, discounts and incentives described in this Attachment apply in those circumstances (as
set forth in Sections 1.2(b) and 1.4(b) of the Agreement) when the prices, discounts and
incentives stated in Attachment A do not apply.



The following are not included in the pricing quoted in this Attachment C:





	 	•	 	Taxes, domestic transportation, hauling, hoisting, and warehousing;
	 
	 	•	 	Engineering site visits (if required);
	 
	 	•	 	Extraordinary installation items — helicopters, cranes, etc.;
	 
	 	•	 	Power/battery plant, additions, growth and or replacements;
	 
	 	•	 	Transmission/networking equipment, additions, growth and or replacement;
	 
	 	•	 	Antennas/tower, additions, growth modifications;
	 
	 	•	 	Building modifications/construction;
	 
	 	•	 	Optional hardware items associated with select Lucent Software (e.g. OTA, SMS,
AutoPace, billing platforms, etc.);
	 
	 	•	 	All charges associated with non-Standard Intervals ;
	 
	 	•	 	Any other items not specifically quoted in this Attachment.





2. EXISTING AND NEW MARKETS




EXISTING
MARKETS



***




NEW MARKETS



***



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




1









 








DRAFT — Subject to legal review and approval by the Parties




3. ***





     




     










     









     




     










     









***


PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





2









 








DRAFT — Subject to legal review and approval by the Parties









	 		 	

	 
	 		 	




***



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




3









 





DRAFT — Subject to legal review and approval by the Parties




PRODUCT CATEGORIES





	A.	 	NEW MARKET PRICING






	 	i.	 	Base Station Pricing
	 
	 	ii.	 	Flexent Mobility Manager (FMM) Pricing
	 
	 	iii.	 	Access Manager (ECP / OMP-FX) Pricing
	 
	 	iv.	 	Messaging Pricing






	B.	 	EXISTING MARKET PRICING






	 	i.	 	Base Station Pricing
	 
	 	ii.	 	5ESS / Flexent Packet Switch (FPS) Pricing
	 
	 	iii.	 	Flexent Mobility Manager (FMM) Pricing
	 
	 	iv.	 	Access Manager (ECP / OMP-FX) Pricing
	 
	 	v.	 	FMS-Based EVDO Radio Network Controller (RNC) Pricing
	 
	 	vi.	 	FBP — EVDO Radio Network Controller (RNC) Pricing
	 
	 	vii.	 	Gateway and Lucent SoftSwitch Pricing (viib.  —  Lucent Network
Controller and Lucent Network Gateway)
	 
	 	viii.	 	Optional Software & BRSS (Base Release System Software) Pricing
	 
	 	ix.	 	PDSN Data Equipment Pricing
	 
	 	x.	 	Juniper Equipment Pricing
	 
	 	xi.	 	Riverstone Equipment Pricing
	 
	 	xii.	 	Dorado Pricing
	 
	 	xiii.	 	ATM Soft Handoff (SHO) and Integrated Network Solutions (INS)
Pricing
	 
	 	xiv.	 	Wireless Intelligent Network (WIN) Pricing
	 
	 	xv.	 	Messaging Pricing
	 
	 	xvi.	 	NOS Pricing
	 
	 	xvii.	 	Training Pricing
	 
	 	xviii.	 	Documentation Pricing
	 
	 	xix.	 	Services Pricing






Appendix 1 Dorado Pricing




Appendix 2 Tampa/Sarasota Market Offer Letter


PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





4









 








DRAFT — Subject to legal review and approval by the Parties




4.A NEW MARKET PRICING



For New Markets, the following pricing will be honored for the Initial Term per the
provisions listed herein, as well as Sections 13 above. For any Product or Software not
specifically denoted in Section 4.A New Market Pricing below, the Existing Market pricing as
defined in Section 4.B will apply.




i. Base Station Pricing:



Discount Table




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	Modcells
	 	 	***	 	 	 	***	 	 	***
	Channel Elements
	 	 	***	 	 	***	 	***
	Power / Batteries
	 	 	***	 	 	 	***	 	 	***







	•	 	***





***




	 	 	 	 	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 






	 	 	 	 	 
	New Market Modcell 4.0b Primary 1st Carrier / 3 Sector (6-sector capable) w/	 	 	 
	Duplex Filters:	 	Mod 4.0b PC	 
	***
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	Sub-Total
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	Total Model Price
	 	 	***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Market 2nd Carrier Growth w/ no	 	 	 	 	 	 	 	 	 	 	 	 
	additional Battery back-up:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0b	 	 	C4.0	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	 	Not offered	 	 	 	***	 	 	Not offered	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Market 3rd Carrier Growth w/ no	 	 	 	 	 	 	 	 	 	 	 	 
	additional Battery back-up:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0b	 	 	C4.0	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	 	Not offered	 	 	 	***	 	 	Not offered	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Market 4th Carrier Growth w/ no	 	 	 	 	 	 	 	 	 	 	 	 
	additional Battery back-up:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0b	 	 	C4.0	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	 	Not offered	 	 	 	***	 	 	Not offered	 





PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.









5









 











DRAFT — Subject to legal review and approval by
the Parties
 NEW MARKETS PRICING



	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Market 5th Carrier Growth on 4.0 PC:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0b	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	 	Not offered	 	 	 	***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Market 6th Carrier Growth on 4.0 PC:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0b	 
	***
	 	 	 	 	 	 	 	 	 		***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	 	Not offered	 	 	 	***	 





New Market 7th - 11th Carrier Growth Kits for Modcell 4.0b will be
Priced at ***




	 	 	 	 	 
	New Market: 7th Carrier Growth Modcell 4.0 Growth Cabinet for 4.0 Primary	 	Mod 4.0	 
	Cabinet:	 	GF-1	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	Sub-Total
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	Total Model Price
	 	 	***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Market 8th Carrier Growth on 4.0 GF-1	               with	 	with	 	 	with	 
	with a 4.0 PC:	Mod 2.0 PC	 	Mod 3.0 PC	 	 	Mod 4.0 PC	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	 	Not offered	 	 	 	***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Market 9th Carrier Growth on 4.0 GF-1	 	with	 	 	with	 	 	with	 
	with a 4.0 PC:	 	Mod 2.0 PC	 	 	Mod 3.0 PC	 	 	Mod 4.0 PC	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	 	Not offered	 	 	 	***	 





New Market 10th and 11th Carrier Growth Kits on 4.0 will be Priced as
those Growth Kits listed
above.



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





6









 








DRAFT — Subject to legal review and approval by the Parties

NEW MARKETS PRICING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New MarketNote 2nd V4 BTS w/ 2 3G1X Cxr	 	Mod 2.0 &	 	 	 	 	 	 	 	 	 	 	Redeployed	 
	and 1 EVDO Cxr (B2B):	 	Mod 3.0	 	 	C4.0	 	 	Mod 4.0	 	 	Price	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	 	Not offered	 	 	 	***	 	 	 	***	 





Note: ***


***




ii.
Flexent Mobility Manager (FMM) Pricing:



Discount Table




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	Initial Launch New Market FMM HW
	 	 	***	 	 	 	***	 	 	 	***	 
	Initial Launch New Market FMM SW
	 	 	***	 	 	 	***	 	 	 	***	 
	Power
	 	 	***	 	 	 	***	 	 	 	***	 







***




•     ***



iii. Access Manager (ECP /OMP-FX) Pricing:



Discount Table




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	Initial Launch New Market Axmgr
	 	 	***	 	 	 	***	 	 	 	***	 
	Power
	 	 	***	 	 	 	***	 	 	 	***	 






iv. Messaging Pricing:




     Please refer to Attachment L for Messaging pricing.


PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





7









 








DRAFT — Subject to legal review and approval by the Parties




4.B EXISTING MARKET PRICING




i. Base Station Pricing




Discount Table




	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	Modcells
	 	 	***	 	 	***	 	***
	Channel
Elements
	 	 	***	 	 	***	 	***
	Power / Batteries
	 	 	***	 	 	***	 	***







	•	 	***





***




	 	 	 	 	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 






Modcell 3.0 / 4.0 / 4.0b Primary & Modcell 2.0 / 3.0 / 4.0 / 4.0bGrowth Kit Pricing:





	***	 	***
	 
	***	 	***
	 
	***	 	***
	 
	***	 	***
	 
	***	 	***
	 
	***	 	***





	 	 	 	 	 
	Modcell 4.0/4.0b Primary 1st Carrier / 3 Sector w/ Duplex Filters:	 	Mod 4.0/4.0b PC	 
	***
	 	 	***	 
	***
	 	 	***	 
	Sub-Total
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	Total Model Price
	 	 	***	 






	 	 	 	 	 
	Modcell 3.0 Primary 1st Carrier / 3 Sector w/ Duplex Filters:	 	Mod 3.0 PC	 
	***
	 	 	***	 
	***
	 	 	***	 
	Sub-Total
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	Total Model Price
	 	 	***	 





PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.









8









 











     DRAFT — Subject to legal review and
approval by the Parties
 EXISTING MARKETS PRICING



	 	 	 	 	 
	 	 	Mod 4.0	 
	Compact Modcell 4.0 Primary 1st Carrier / 3 Sector w/ Duplex Filters:	 	Compact PC	 
	***	 		***	 
	***	 		***	 
	***	 		***	 
	 
	 	 	 
	Total Model Price
	 		***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2nd Carrier Growth w/ no additional Battery	 	 	 	 	 	 	 	 	 	 	 	 
	back-up:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0 / 4.0b	 	 	C4.0	 
	***	 		***	 	 		***	 	 		***	 	 		***	 
	***	 		***	 	 		***	 	 		***	 	 		***	 
	***	 	***	 	 		***	 	 		***	 	 	***	 
	Total
Model Price
	 		***	 	 		***	 	 		***	 	 		***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3rd Carrier Growth w/ no additional Battery	 	 	 	 	 	 	 	 	 	 	 	 
	back-up:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0 / 4.0b	 	 	C4.0	 
	***	 		***	 	 		***	 	 		***	 	 		***	 
	***	 		***	 	 		***	 	 		***	 	 		***	 
	***	 		***	 	 	***	 	 	***	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Model Price
	 		***	 	 		***	 	 		***	 	 		***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4th Carrier Growth w/ no additional Battery	 	 	 	 	 	 	 	 	 	 	 	 
	back-up:	 	Mod 2.0	 	 	Mod 3.0	 	 	Mod 4.0/4.0b	 	 	C4.0	 
	***	 	 	 	 	 	 	 	 	 		***	 	 	 	 	 
	***	 	 	 	 	 	 	 	 	 		***	 	 	 	 	 
	***	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	Not offered	 	 	Not offered	 	 		***	 	 	Not offered	 






	 	 	 	 	 
	 	 	Mod 4.0	 
	4th Carrier Growth Modcell 4.0 Growth Cabinet for 2.0 Primary Cabinet:	 	GF-1	 
	***	 		***	 
	***	 		***	 
	***	 	***	 
	***	 		***	 
	Sub-Total
	 		***	 
	***	 		***	 
	***	 		***	 
	 
	 	 	 
	Total Model Price
	 		***	 






	 	 	 	 	 
	 	 	Mod 4.0	 
	4th Carrier Growth Modcell 4.0 Growth Cabinet for 3.0 Primary Cabinet:	 	GF-1	 
	***	 		***	 
	***	 		***	 
	***	 	***	 
	***	 		***	 
	Sub-Total
	 		***	 
	***	 		***	 
	 
	 	 	 
	Total Model Price
	 		***	 





PROPRIETARY
AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC. 


9









 








DRAFT — Subject to legal review and approval by the Parties

EXISTING MARKETS PRICING




	 	 	 	 	 	 	 	 	 	 	 	 	 
	5th Carrier Growth on 4.0 PC or on 4.0 GF-1	 	with	 	 	with	 	 	 	 
	with 2.0 PC / 3.0 PC:	 	Mod 2.0 PC	 	 	Mod 3.0 PC	 	 	Mod 4.0	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	 	***	 	 	 	***	 	 	 	***	 






	 	 	 	 	 	 	 	 	 
	 	 	with	 	 	with	 
	5th Carrier Growth on 2.0 GF-1 or 3.0 GF-1:	 	Mod 2.0 PC	 	 	Mod 3.0 PC	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	 
	 	 	 	 	 	 
	Total Model Price
	 	 	***	 	 	 	***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	6th Carrier Growth on 4.0 or on 4.0 GF-1	 	with	 	 	with	 	 	 	 	 
	with
2.0 PC/ 3.0 PC:	 	Mod 2.0 PC	 	 	Mod 3.0 PC 	 	 	Mod
4.0	 	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***
	 
	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	 	***	 	 	 	***	 	 	 	***	 






	 	 	 	 	 	 	 	 	 
	 	 	with	 	 	with	 
	6th Carrier Growth on 2.0 GF-1 or 3.0 GF-1:	 	Mod 2.0 PC	 	 	Mod 3.0 PC	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	 
	 	 	 	 	 	 
	Total Model Price
	 	 	***	 	 	 	***	 





7th - 11th Carrier Growth Kits for Modcell 4.0b will be Priced at
 ***




	 	 	 	 	 
	 	 	Mod 4.0	 
	7th Carrier Growth Modcell 4.0 Growth Cabinet for 4.0 Primary Cabinet:	 	GF-1	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	***
	 	 	***	 
	 
	 	 	 
	Sub-Total
	 	 	***	 
	***
	 	 		 
	***
	 	 	***	 
	 
	 	 	 
	Total Model Price
	 	 	***	 






	 	 	 	 	 	 	 	 	 
	7th
Carrier Growth on 4.0 GF-1 with a 2.0 PC	 	with	 	 	with	 
	or 3.0 PC:	 	Mod 2.0 PC	 	 	Mod 3.0 PC	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	 
	 	 	 	 	 	 
	Total Model Price
	 	 	***	 	 	 	***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	8th Carrier Growth on 4.0 GF-1 with a 2.0 PC	 	with	 	 	with	 	 	with	 
	/ 3.0 P C/ 4.0 PC:	 	Mod 2.0 PC	 	 	Mod 3.0 PC	 	 	Mod 4.0 PC	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	 	***	 	 	 	***	 	 	 	***	 





PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.









10









 











DRAFT — Subject to legal review and approval by the Parties

EXISTING MARKETS PRICING




	 	 	 	 	 	 	 	 	 	 	 	 	 
	9th Carrier Growth on 4.0 GF-1 with a 2.0 PC	 	with	 	 	with	 	 	with	 
	/ 3.0 PC/ 4.0 PC:	 	Mod
2.0 PC	 	 	Mod 3.0 PC	 	 	Mod 4.0 PC	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 
	Total Model Price
	 	 	***	 	 	 	***	 	 	 	***	 






10th and 11th Carrier Growth Kits on 4.0 will
be Priced as those Growth Kits listed above.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Modcell 4.0 EVDO Carrier UpgradeNote:	 	Mod 2.0	 	Mod 3.0	 	Mod 4.0	 	C4.0
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 





Note: ***




6-Sector Upgrade Not to Exceed Price




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Modcell 4.0b 6-Sector Upgrade (3G1X	 	 	 	 	 	 	 	 
	voice only, up to 3 Cxrs) with 64 CE +	 	 	 	 	 	 	 	 
	RTUNotc:	 	Mod 2.0	 	Mod 3.0	 	Mod 4.0	 	C4.0
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 







Note:
Applicable only to those Modcell 4.0b’s shipped as 6-sector capable. Software
will be available upon GA by June 30, 2006.




Notwithstanding anything contained herein to the contrary, Seller is committed to
develop and deliver with general availability in commercially reasonable quantities
6-sector 3G1X voice only functionality for up to 3 carriers in a Modcell 4.0b cabinet by
June 30, 2006, provided Customer cooperates with Seller to conduct the FOA for such upgrade
in a timely manner.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Modcell 4.0b 6-Sector EVDO Upgrade	 	 	 	 	 	 	 	 
	(single carrier) with 64 CE+ RTUNotc:	 	Mod 2.0	 	Mod 3.0	 	Mod 4.0	 	C4.0
	***
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 







Note: Applicable only to those Modcell 4.0s shipped as 6-sector capable. Software
will be available upon GA by November 30, 2006.




Notwithstanding anything contained herein to the contrary, Seller is committed to
develop and deliver with general availability in commercially reasonable quantities
6-sector single carrier, EvDo upgrades in a Modcell 4.0b cabinet by November 30, 2006,
provided Customer cooperates with Seller to conduct the FOA for such upgrade in a timely
manner.



***



***



***



***



***



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.









11









 











DRAFT — Subject to legal review and approval by the Parties

EXISTING MARKETS PRICING




Intelligent Antenna (IA) Planning Prices



***
 Please note the following:





	 	-	 	***
	 
	 	-	 	Pricing based on current product roadmap and does not constitute a commitment by
SELLER to produce, develop, make available, or manufacture IA.
	 
	 	-	 	Customer responsible for IA antenna, misc. cabling, and other potential items required for
IA upgrade




The product roadmaps outlined above for: (1) EVDO Rev A; and (2) Intelligent Antenna are
provided by Seller solely to inform Buyer of Seller’s current plan of record for the
relevant product(s) and both parties to this Agreement hereby agree that such information
does not form a commitment of any kind on either party in relation to this Agreement but
represents Seller’s good faith estimate as of the Effective Date. The terms and
conditions, including firm pricing, of any features or functionalities that may be
described in the product roadmap that are ultimately released, made generally available,
or provided under this or subsequent agreements are subject to future negotiations and
future agreement on the terms and conditions which would govern any sale. There are no
penalties, liquidated damages or other remedies associated with changes to the product
roadmap including cancellation of any specific feature or functionality or delay in the
timing of development.




	 	 	 	 	 
	Channel
Element (CE) Pricing:
	 	 	 	 
	***	 		***	 
	***	 		***	 
	***	 		***	 
	***	 		***	 
	***	 		***	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Kits to Maintain 4 Hour Battery Backup	 	 	 	 	 	 	 	 	 	QUANTITIES	 
	Description	 	List	 	 	Net	 	 	3S1C	 	 	3S2C	 	 	3S3C	 	 	3S4C	 	 	3S5C	 	 	3S6C	 
	***	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
TOTAL List Price	 	 		***		 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	TOTAL Incermental List Price	 	 	 			 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	TOTAL Net Incremental Price	 	 	 	***		 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 








 




			
	*	 	Note: ***




PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





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EXISTING MARKETS PRICING





	ii.	 	5ESS / Flexent Packet Switch (FPS) Pricing
	 
	 	 	Discount Table





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	5ESS / FPS
	 	 	***		 	 	***		 	 	***	
	Power
	 	 	***		 	 	***		 	 	***	






***




	 	•	 	***
	 
	 	•	 	***






	iii.	 	Flexent Mobility Manager (FMM) Pricing:
	 
	 	 	Discount Table





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	FMM HW
	 	 	***		 	 	***		 	 	***	
	FMM SW
	 	 	***		 	 	***		 	 	***	
	Power
	 	 	***		 	 	***		 	 	***	







	iv.	 	Access Manager (ECP / OMP-FX) Pricing:
	 
	 	 	Discount Table





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	Axmgr
	 	 	***		 	 	***		 	 	***	
	Power
	 	 	***		 	 	***		 	 	***	







	v.	 	FMS Based — EVDO Radio Network Controller (RNC) Pricing:
	 
	 	 	Discount Table





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	FMS Based RNC HW
	 	 	***		 	 	***		 	 	***	
	FMS Based RNC SW
	 	 	***		 	 	***		 	 	***	
	Power
	 	 	***		 	 	***		 	 	***	







	vi.	 	FBP — EVDO Radio Network Controller (RNC) Pricing:
	 
	 	 	***
	 
	 	 	Discount Table





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	FBP Based RNC HW
	 	 	***		 	 	***		 	 	***	
	FBP Based RNC SW
	 	 	***		 	 	***		 	 	***	
	Power
	 	 	***		 	 	***		 	 	***	







	 	 	Note: Requires OMC-RAN.
	 
	vii.	 	Gateway and Lucent Soft Switch Pricing:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Unit List	 	 	Unit Net	 	 	 	 
	Comcode	 	Product Description	 	Price	 	 	Price	 	 	Discount	 
	300724218
	 	VOICE MAIL INTERFACE ACCESSORY PACK	 		***	 	 		***	 	 	 	***	
	300724283
	 	PLEXVIEW ADVANCED TRAFFIC COLLECTION SW	 		***	 	 		***	 	 	 	***	
	300724366
	 	PLEXUS 9000 CUSTOMER DOC CDROM	 		***	 	 		***	 	 	 	***	
	300724374
	 	PLEXVIEW EMS DOCUMENTATION CDROM	 		***	 	 		***	 	 	 	***	
	300724382
	 	PLEXVIEW BILLING & TRAFFIC COLLECTION G	 		***	 	 		***	 	 	 	***	






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




13









 









DRAFT — Subject to legal review and approval by the Parties

EXISTING MARKETS PRICING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Unit List	 	 	Unit Net	 	 	 	 
	Comcode	 	Product Description	 	Price	 	 	Price	 	 	Discount	 
	300741238
	 	PLEXVIEW FLOW-THRU PRO & PM XML API	 		***	 	 		***	 	 	 	***	
	300724317
	 	PLEXVIEW AMA PLUS BILLING SW	 		***	 	 		***	 	 	 	***	
	300723541
	 	P9000 CHASSIS & COMM EQUIP PROTECT W/SP3	 		***	 	 		***	 	 	 	***	
	300723590
	 	8XDS3/STS-1 IOM WITH TONE DETECT	 		***	 	 		***	 	 	 	***	
	300723657
	 	8XDS3/STS-1 PROTECT IOM, W/TONE DETECT	 		***	 	 		***	 	 	 	***	
	300723897
	 	PLEXUS OPERATING S/W	 		***	 	 		***	 	 	 	***	
	300723913
	 	SS7 S/W PKG	 		***	 	 		***	 	 	 	***	
	300723947
	 	TDM TRUNK INTERFACE FEATURE PKG	 		***	 	 		***	 	 	 	***	
	300724036
	 	ENHANCED ROUTING S/W PKG	 		***	 	 		***	 	 	 	***	
	300724127
	 	IS-41D GATEWAY MSC SW FEATURE PKG	 		***	 	 		***	 	 	 	***	
	300724184
	 	SMDI FEATURE PKG	 		***	 	 		***	 	 	 	***	
	300724242
	 	PLEXVIEW ELEMENT MANAGER LICENSE	 		***	 	 		***	 	 	 	***	
	300724291
	 	PLEXVIEW ADV REPORTING NAMED USER LICEN	 		***	 	 		***	 	 	 	***	
	300729688
	 	DS1 IOM KIT, 87-1002-A	 		***	 	 		***	 	 	 	***	
	300724259
	 	PLEXVIEW S/W BUNDLE PER EMS SERVER	 		***	 	 		***	 	 	 	***	
	300724267
	 	PLEXVIEW ADVANCED REPORTING SW PER EMS	 		***	 	 		***	 	 	 	***	







Maintenance for LCS Gateway products will be charged on a per configuration basis.




	vii.	 	Lucent Network Controller and Lucent Network Gateway:






Pricing for the LNC and LNG shall be negotiated in good faith by the Parties at a
later date.




	viii.	 	Optional Software & BRSS (Base Release System Software) Pricing:






***




***




***




***




***



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




14









 








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EXISTING MARKETS PRICING





***




	ix.	 	PDSN Data Equipment Pricing
	 
	 	 	Discount Table





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares	 	Net Effective
	PDSN, including AAA SW
	 	 	***		 	 	***		 	 	***	
	Power
	 	 	***		 	 	***		 	 	***	







	x.	 	Juniper Equipment Pricing
	 
	 	 	Discount Table





	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares
	Hardware
	 	 	***	 	 	***		
	Software
	 	 	***		 	***







	xi.	 	Riverstone Equipment Pricing
	 
	 	 	Discount Table





	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares
	Hardware
	 	 	***		 		***	
	Software
	 	 	***		 	***







	xii.	 	Dorado Pricing




Please see Appendix 1 for current Dorado Price Book.





	 	§	 	***
	 
	 	§	 	Dorado items are orderable with Juniper and/or Riverstone and Lucent gear
	 
	 	§	 	All customer requests for Dorado Quotes must go through the current quoting process.






	xii.	 	ATM SHO and Integrated Network Systems (INS) Pricing
	 
	 	 	Discount Table





	 	 	 	 	 	 	 	 	 
	Material	 	Standard	 	Spares
	PSAX 4500
	 	 	***		 	 	***	
	CBX 500 Hardware
	 	 	***		 	 	***	
	CBX 500 RTU Fees
	 	 	***		 	 		
	CBX 3500 Hardware
	 	 	***		 	 	***	
	CBX 3500 MXOX RTU Fee
	 	 	***		 	 		
	CBX 3500 Other RTU Fees
	 	 	***		 	 		







	 	 	Pricing for other INS materials shall be negotiated in good faith by the Parties at a later
date.





PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




15









 








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EXISTING MARKETS PRICING





	xiii.	 	Wireless Intelligent Network (WIN) Pricing:
	 
	 	 	Discount Table





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material/Software/Service	 	List	 	Spares	 	Net Effective	 	OI Comcode
	eCS 900 4 T1 Channelized Links Platform
Software RTU
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300538014	 
	eCS 900 Base Configuration (1 Media Unit)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300517828	 
	eCS 900 Base Spares
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300568722	 
	eCS 900 Telecom Server Chassis e/q with
4 Tl Channelized Links distributed over
2 Telecom Server Units. (These 4 Tl
Channelized Links equate to 32 low speed
SS7 links).
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300517901 300517877	 
	eCS, Release 24 Operating System &
Utilities RTU
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300567641 300567658	 
	eCS900 SRU (per eCS)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300703188	 
	eMRS SRU (per eMRS)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300703600	 
	eSM SRU(J6750)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300703196	 
	eSM, RTU for up to 10 AHE/MAS connections
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300570728	 
	LICENSE, RIGHT TO USE (per subscriber),
eCS R24, ANSI-41 SHLR 9.0 &
Authentication Center (AC)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300723194 300723160 300723111 300723061 300723111	 
	LICENSE, RIGHT TO USE, SHLR 8.0 or
Later, Support MiRing (per sub)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300723012	 
	Lucent IN Applications SRU (MiRing &
SHLR, 1 million to 5 million
subscribers) (per subscriber)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300703519	 
	MiRing subscriber-RTU (per 1,000
subscriber-RTU)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300689494	 
	R24 eServices Intelligent Network
On-line Platform Documentation CD Rom
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 
	SHLR Integration (eCS 900, eSM) for
possible second pair expansion
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300427499	 
	SOFTWARE, ON TAPE, eCS R24, SHLR 9.0 -
New Install
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300589629	 
	Spare 8GB Fully Populated Factory System
Tested Memory Board (eCS 900)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300538089	 
	Spare, SCSI 36GB Boot disk
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300707486	 
	SRU Integration Services (SHLR solution
applications)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300427499	 
	SRU Integration Services (SHLR solution
platforms)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300427499	 
	LICENSE, RIGHT TO USE, SHLR 8.0 or
Later, Over The Air Parameter
Administration (OTAPA) (per 1,000
subscribers)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300722980	 
	RTU R23 - R24 - SNMP OA&M Data
Collection Interface
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300570074	 
	SW & RTU for Performance Engineering
Tools R24
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300566684	 
	HARDWARE KIT FOR EMRS,R24R25, SUNBLADE
LMT+ REFR WS WITH ONE MONITOR
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300787512	 
	EQMT TO PROVIDE FOR BASE CABINET PLUS
FIRST EMRS CHASSIS PROVISIONING (TS1)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300679735	 






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




16









 








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EXISTING MARKETS PRICING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Material/Software/Service	 	List	 	Spares	 	Net Effective	 	OI Comcode
	AND SECOND
EMRS UNIT AT TS0, 30 INCH DEEP
CABINET
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SL-CAB-HWKIT, 30INCH,eMRS
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300679776	 
	FI-CAB-BASE, 30INCH,eMRS
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300679719	 
	FRAMEWORK, ASSEMBLY, WIRING & COMMON
EQUIPMENT TO PROVIDE ONE COMPACT PCI 30 INCH
EMRS CABINET FOR FIRST EMRS CHASSIS PROVISIONING
(TS1)
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300679727	 
	CIRCUIT PACK, QUAD SS7 INTERFACE CARD
AND T1 PORTS (408385482)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300326857	 
	CIRCUIT
PACK, CPU, DUAL P3, 1 Ghz CPU
(408786895); CIRCUIT PACK, CPU 1 Ghz — RTM
(408790186)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300590551	 
	CIRCUIT PACK, ALARM BOARD2 (408802312)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300590759	 
	CIRCUIT PACK, MEDIA BAY MODULE
(408403715)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300288271	 
	SPARE, CIRCUIT PACK, SCSI DATA DISK DRIVE,
36GB
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300736790	 
	CIRCUIT PACK, POWER ENTRY MODULE
(408403681)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300288255	 
	NMS CG6500 8-span E1/T1 VOIP board card, 2
10/100BaseT Network I/O (note: comcode 300590676
maps into 408781029 -front card & 408761153
-RTM card in the eMRS H400-717 drawing)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300590676	 
	CIRCUIT PACK , MULTI-FUNCTION SYSTEM I/O
CARD, ETHERNET CARD AND SCSI INTERFACE CARD
(408641744); CIRCUIT PACK, MFIO — RTM
(408532232)
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300326832	 
	eSM, RTU for 20K TPH performance
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300278173	 
	eSM, RTU for up to 10 eMRS connection
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300277951	 
	eSM, RTU for 4 eCS/SCP connection
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300278058	 
	eSM, RTU for 50K TPH performance
	 	 	***	 	 	 	 	 	 	 	***	 	 	 	300278207	 
	Tl Channelized Links Spare
	 	 	***	 	 	 	***	 	 	 	***	 	 	 	300618964	 








 




			
	Note:	 	***






	xiv.	 	Messaging Pricing:
	 
	 	 	Please refer to Attachment L for Messaging pricing.





PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





17









 








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EXISTING MARKETS PRICING





	xv.	 	NOS Pricing:
	 
	 	 	Order Information:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Term of	 	 	 	 	 	 	 	 	 	 
	 	 	Order	 	 	 	 	 	Comcode # and other Description	 	Service or	 	 	 	 	 	 	 	 	 	Extended
	 	 	Type	 	Comcode #	 	(E.g. Level of Support, Upgrades Included, etc.)	 	License	 	Qty	 	Fee	 	Fee
	1

	 	SW
	 	 	108375494	 	 	Netminder NTP RTU (One time Right-to-use) Software License
	 	One time
	 	 	1	 	 	***	 	***
	 

	 	 	 	 	 	 	 	List Price: ***
MetroPCS
Discount Price ***	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	Training
	 	OS3326
	 	OS3326 NTP System User & Administration Training (4 days, 8 students) Instructor T&L not included
	 	One time
	 	 	1	 	 	 	***	 	 	 	***	 
	3

	 	SW
	 	 	300660834	 	 	3rd Party SW: Times Ten (one per server )
	 	One time
	 	 	1	 	 	 	***	 	 	 	***	 
	4

	 	SW
	 	 	300660842	 	 	3rd Party SW: Borland VisiBroker
(one per server)
	 	One time
	 	 	1	 	 	 	***	 	 	 	***	 
	5

	 	SW
	 	 	300660826	 	 	3rd Party SW: NTP Oracle RTU per CPU
	 	One time
	 	 	1	 	 	 	***	 	 	 	***	 
	6

	 	PS
	 	 	108087289	 	 	LWS Services: IPA, install, configuration (one
server)
	 	One time
	 	 	1	 	 	 	***	 	 	 	***	 
	7

	 	Annual Maint.
	 	 	300012655	 	 	24X7 RTS-Remote Technical Support, (includes
Software Updates, Upgrade for Core, Web Site
Access)***
	 	annual
	 	 	1	 	 	 	***	 	 	 	***	 







Term for software support services: Any Software support Service charges
stated herein shall have an initial, non-cancelable term of ***,
commencing upon the delivery of the Software (“Initial Term”). Software support
Services will be provided in accordance with Seller’s Statement of Work (SOW) for
such Services. Customer may access and view these SOWs and their associated terms
and conditions at Seller’s web site address www.lucent.com/support.




Seller Hardware: In the event that the Software is utilized on Seller provided
server Products, Customer will provide Seller with reasonable access for
installation and maintenance of Seller-owned Products and Customer agrees that
title to such Products will remain with Lucent at all times. Upon termination of
the license utilizing Seller owned Products, Customer agrees to return such
Products upon written request to Seller within 15 days of such termination or
Seller may invoice, and Customer shall pay, the then current value of the
Products retained.




	xvi.	 	Training Pricing:






Training will be provided in accordance with Seller’s standard training program
at then-current rates. For more information please refer to Attachment B. A
BP99-Form will need to be filled out from time to time.



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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EXISTING MARKETS PRICING





	xvii.	 	Documentation Pricing:






Documentation will be provided in accordance with Seller’s standard documentation program
at then-current rates. For more information please contact CIC 888-582-3688 or
www.lucentdocs.com.




Customer Code = DK




	xviii.	 	Services Pricing:






Please refer to Attachment J for Services Pricing.



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





19









 






DRAFT
— Subject to legal review and approval by the parties

APPENDIX 1 — DORADO PRICING



***



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





20








 







DRAFT
— Subject to legal review and approval by the Parties

APPENDIX 1 — DORADO PRICING



***



PROPRIETARY
AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





21









 





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APPENDIX 1 – DORADO PRICING



***



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





22









 






DRAFT — Subject to legal review and approval by the Parties

APPENDIX 2 — TAMPA/SARASOTA MARKET OFFER LETTER




December 7, 2004




Mr. Roger Linquist

President and Chief Executive Officer

MetroPCS Wireless, Inc.

8144 Walnut Hill Lane, Suite 800

Dallas, TX 75231




Re: Final Revised Tampa/Sarasota Market Offer (10MHz)




Dear Roger:



Per our agreement, Lucent Technologies is pleased to provide you with the following revised
offer for use in your newly acquired Florida spectrum, as well as a consideration for your
existing properties. An overview of this proposal is as follows:



3G1X
CDMA Wireless Network

Lucent Technologies shall supply MetroPCS with the following components, including associated
services as described. The prices for all other equipment, software and services not specifically
referenced herein shall be negotiated in good faith with MetroPCS, or will be priced per the
existing General Agreement for the Purchase of PCS Systems between our companies, dated October 1,
2002, as amended from time to time (the “General Agreement”).




The
proposal was configured with the following sizing guidelines:




	 	 	 	 	 	 	 
	 	 	Phase 1	 	Phase 2	 	Phase 3
	***
	 	***
	 	***
	 	***
	***
	 	***
	 	***
	 	*** 
	***
	 	***	 	***
	 	***
	***
	 	***
	 	***
	 	***
	***
	 	***
	 	***
	 	***
	***
	 	***
	 	***
	 	***







	 	•	 	Mobile Switching Center — Lucent
Technologies proposes ***
	 
	 	•	 	MSC Services — In support of this effort, Lucent Technologies shall provide MetroPCS with the
following services at the following reduced pricing (for a detailed description of these
services, please see each specific Statement of Work (SOW)). ***





Integration  — “Switch Move”




	 	 	 	 	 
	 

	 	***
***
	 	***
***






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DRAFT — Subject to legal review and approval by the Parties

APPENDIX 2 — TAMPA/SARASOTA MARKET OFFER LETTER



***




	 	•	 	CDMA Mod-cell 4.0 6-sector solution — Lucent Technologies shall provide MetroPCS with
*** Mod-cell 4.0 base stations equipped with 3-sectors and 1 carrier. These base stations will be
capable of supporting 6-sector in the future (upon shipment, available beginning May 2005), and
will function as 6-sector base stations when the necessary Lucent CDMA ECP Release 26.0
Software becomes generally available. Target GA date for R.26 is April of 2006. The price for
each base station will be ***. Additionally, Lucent shall supply up to 508 carrier upgrade kits priced
at ***. Pricing for the 3-sector to
6-sector (across all three carriers) upgrade (HW & SW only) will
be ***. The pricing for subsequent Channel Elements and Power will
be per the current General Agreement.
	 
	 	•	 	 Base Station I “Other” Services — In support of this effort, Lucent Technologies shall provide

MetroPCS with the following services at the following reduced pricing (for a detailed
description of these services, please see each specific Statement of Work (SOW)). Should MetroPCS wish to
utilize Lucent Technologies’ Site Location and Construction Services, any purchase incentives
set forth in the then current General Agreement cannot be utilized for these services.




***



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DRAFT — Subject to legal review and approval by the Parties

APPENDIX 2 — TAMPA/SARASOTA MARKET OFFER LETTER





	 	•	 	AnyPath Voice Messaging Solution — Additionally, as a part of this bundled
offer, Lucent Technologies would like to extend to MetroPCS a special new market offer for voice
messaging: ***.





Existing Markets Offer



Additionally, Lucent would like to extend the following “one-time” special incentive for use
in your current markets ***.





	 	•	 	CDMA Mod-cell base stations—***




This offer, in its entirety, is per the terms and conditions of the current General Agreement
between MetroPCS and Lucent Technologies, dated October 1, 2002. This offer will be incorporated
into any subsequent General Agreement (upon the termination, expiration, renewal, extension, or
re-negotiation of the current General Agreement) on terms and conditions mutually agreed by the
parties. MetroPCS has the right to purchase the quantities described herein, with the associated
discounts and incentives, through December 2007.



Please sign a copy of this offer letter and return it to me by close of business December 9, 2004
to acknowledge MetroPCS’ acceptance of this offer. Upon acceptance, this letter and the
non-conflicting terms and conditions of the General Agreement constitute the entire agreement, and
supersede all previous understandings (both written and oral), between the parties regarding the
subject matter.




Best Regards,




Mark Gardner




Mark Gardner




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DRAFT — Subject to legal review and approval by the Parties

APPENDIX 2 — TAMPA/SARASOTA MARKET OFFER LETTER




	 	 	 	 	 	 	 
	 	 	Accepted
by:	 	 
	 
	 	 	 	 	 	 
	 	 	Metro PCS Wireless, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	CC :
	 	Malcolm Lorang, MPCS	 	 
	 

	 	 	 	Bob Young, MPCS	 	 
	 

	 	 	 	Ben Bratcher,LU	 	 
	 

	 	 	 	Fred Kessler, LU	 	 
	 

	 	 	 	Anne DeKoker, LU	 	 
	 

	 	 	 	Kevin Daelke, LU	 	 
	 
	 	 	 	 	 	 





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	 	MWS05UD0003A1 (BRSS)






ATTACHMENT D




LUCENT TECHNOLOGIES




PCS
Wireless Network




Remote Technical Support Advantage

(RTSA)




AND




Multi
Vendor
Maintenance Service FOR

Sun Products (Sun MVM)




Note: The respond/restore/resolve

times and ECP hours / % on page

9, and the price of CTA support

on p.24 are all items that

can possibly be redacted; however,

a similar attachment to the

5-4/A on 1/16/2004 (Attachment E)

did not redact these items.




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Table
OF Contents




	 	 	 	 	 
	1 INTRODUCTION
	 	 	5	 
	 
	 	 	 	 
	Description
of Services 
	 	 	6	 
	 
	 	 	 	 
	2 TERM/DURATION
	 	 	6	 
	 
	 	 	 	 
	3 REMOTE TECHNICAL SUPPORT ADVANTAGE
	 	 	6	 
	 
	 	 	 	 
	4 SELLER RESPONSIBILITIES
	 	 	6	 
	 
	 	 	 	 
	4.1 Remote Technical Support (RTS) Description 
	 	 	6	 
	4.1.1 Seller Tasks/Deliverables
	 	 	7	 
	4.1.2 RTS Performance Objectives
	 	 	7	 
	4.1.3 Definition of Severity Levels
	 	 	8	 
	4 1.4
Definition of Respond, Restore and Resolve
	 	 	8	 
	4.1.5 Respond, Restore and Resolve Objectives
	 	 	8	 
	4.1.6 Customer Service Delivery Feedback/Escalation
	 	 	9	 
	4.2 Customer Technical Advocate Support 
	 	 	9	 
	4.2.1 Description
	 	 	9	 
	4.2.2 CTA Tasks/Deliverables
	 	 	10	 
	4.2.3 CTA Exclusions
	 	 	11	 
	4.3
Base Release Software and Service (BRSS)
	 	 	11	 
	4.3.1 Updates and Upgrades
	 	 	11	 
	4.3.2 License Audit
	 	 	13	 
	4.3.3 Distribution
	 	 	13	 
	4.3.4 Software Delivery
	 	 	13	 
	4.3.5 Pre-lnstallation Support
	 	 	14	 
	4.3.6 Installation Support
	 	 	14	 
	4.3.7 Retrofit Support
	 	 	14	 
	4.4 Software Support Policy 
	 	 	15	 
	4.4.1 Normal Progression/Skipping
	 	 	15	 
	4.4.2 Major Release Life Cycle Ratings
	 	 	15	 
	4.4.3 Support Availability for Different Software Ratings*
	 	 	16	 
	 
	 	 	 	 
	5 CUSTOMER RESPONSIBILITIES
	 	 	17	 






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	 	MWS05UD0003A1 (BRSS)






	 	 	 	 	 
	5.1 Customer Responsibilities Concerning Lucent Web Site Access 
	 	 	17	 
	 
	 	 	 	 
	6 EXCLUSIONS
	 	 	18	 
	 
	 	 	 	 
	7 ASSUMPTIONS/ELIGIBILITY FOR RTSA
	 	 	20	 
	7.1 Equipment Manufactured, and Installed by or Purchased from Seller 
	 	 	20	 
	7.2 Other Situations 
	 	 	21	 
	7.3 Customer’s Warranties of Authority 
	 	 	21	 
	7.4 Support For Relocated Software 
	 	 	21	 
	7.5
Commencement of RTSA
	 	 	22	 
	7.5.1 General
	 	 	22	 
	7.5.2 First System
	 	 	22	 
	7.5.3 Additional Systems
	 	 	22	 
	7.5.4 Addition of Existing Systems
	 	 	23	 
	 
	 	 	 	 
	8 GENERAL TERMS
	 	 	23	 
	8.1 Conditions 
	 	 	23	 
	8.2 Change Management 
	 	 	23	 
	8.3 Acceptance 
	 	 	23	 
	8.4 Warranty 
	 	 	23	 
	 
	 	 	 	 
	9 PRICING SECTION
	 	 	24	 
	9.1 Determination of Pricing Units 
	 	 	24	 
	9.2 Pricing Notes 
	 	 	24	 
	 
	 	 	 	 
	10 PRICING
	 	 	25	 
	10.1 Maintained Products for RTS and BRSS
	 	 	25	 
	10.1.1 Maintained Products 
	 	 	25	 
	10.1.2 1XEVDO Maintained Products
	 	 	26	 
	10.1.3 Optional Feature Support
	 	 	26	 
	 
	 	 	 	 
	11 GLOSSARY
	 	 	26	 
	 
	 	 	 	 
	12 MULTIVENDOR MAINTENANCE SERVICE FOR SUN PRODUCTS (“SUN MVM”)
	 	 	30	 
	12.1 Elements of Work and Lucent Responsibilities 
	 	 	30	 
	12.1.1 Description
	 	 	30	 
	12.2 Tasks/Deliverables 
	 	 	30	 






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	12.2.1 MVM SUN Response Time Objectives
	 	 	30	 
	12.2.2 On-site Dispatched Technician
	 	 	31	 
	12.2.3 Hardware FRU Repair or Replacement
	 	 	31	 
	12.3 Customer Responsibilities 
	 	 	32	 
	12.4 Exclusions 
	 	 	34	 
	12.5 MVM SUN Definitions 
	 	 	34	 






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1 Introduction



This Attachment D describes the deliverables, parties’ respective responsibilities and other
conditions applicable for the provision of Remote Technical Support Advantage (RTSA) by Lucent
Technologies Inc. (“Seller”) for MetroPCS Wireless, Inc. (“Customer”), in addition, it describes
Muitivendor Maintenance Service available for Sun Products.



Seller’s RTSA service consists of remote technical support Service (RTS) and software update and
upgrade Service (BRSS) as further described in this Attachment, collectively referred to as the
“Services”.



Performance of the Services described in this Attachment shall be governed by the terms of the
Agreement. In the event of a conflict between the terms of the Agreement and this Attachment, the
terms of this Attachment shall prevail. No obligation to provide a Service described herein shall
arise unless an order for the Service, incorporating the terms of an agreed Purchase Order, has
been placed by Customer under a signed governing agreement in place between Customer and Seller and
accepted by Seller.



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




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Description of Services




2 Term/Duration



“Term” shall refer collectively to the Initial Term and Renewal Terms as described below.



Initial Term: The “Initial Term” for RTSA Service is as defined in Article 1.2(a) of the Agreement.



For as long as Seller continues to offer RTSA as described in this Attachment, Customer’s RTS and
BRSS programs will automatically renew for a “Renewal Term”, as defined in Article 1.2(b) of the
Agreement, unless either party gives written notice of intent to not renew no later than *** prior to the expiration of the Term then in effect. The prices and terms of service for
a Renewal Term shall incorporate any modifications of which Seller has provided Customer at least
*** written notice prior to the end of the Initial Term or any subsequent Renewal
Terms. Customer shall place a confirmatory purchase order for each Renewal Term prior to the first
day of that Renewal Term.




3 Remote Technical Support Advantage



Seller’s RTSA Service provides Remote Technical Support (RTS) and Software Patches, Software
Updates, and Software Upgrades (BRSS), as available, for the Seller commercially deployed
Maintained Products listed in Section 10.1 that are made generally available during the
subscription period.



The Products for which the Service is purchased are sometimes referred to in this Attachment as
“Maintained Products”. The Maintained Products are the Products of the types listed in Section
10.1 of this Attachment that are commercially deployed and operational in Covered Systems (as that
term is defined in Section 11 — Glossary).



RTSA is only applicable in the Territory.




4 Seller Responsibilities




4.1 Remote Technical Support (RTS) Description



Seller’s RTS Service uses remote access to allow Seller engineers to support Product-related
questions, troubleshooting assistance and diagnostic procedures to restore and resolve network
troubles.



Support Levels:



The RTS is offered as a Premium support Service, which provides access to remote engineers
24 hours a day, 7 days a week.



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4.1.1 Seller Tasks/Deliverables




Seller shall:





	 	o	 	Log Customer-initiated request for RTS (Assistance Request (AR)). Provide Customer
with AR tracking number.
	 
	 	o	 	Assign an AR to a Seller engineer to serve as single point of contact to facilitate
communication and enable rapid restoration of service or technical assistance.
	 
	 	o	 	Respond to Customer request for Product and technical information.
	 
	 	o	 	Troubleshoot network problems, via phone, virtual private network (VPN), or modem
connection, down to Maintained Product component level, or sufficiently to exclude
Maintained Products as the root cause.
	 
	 	o	 	Restore Maintained Products to operational status by identifying defective hardware
components or providing Software and/or procedural workarounds, where feasible. All
Software workarounds are licensed subject to the same terms, restrictions, and
limitations as contained in the licenses under which the software was acquired.
	 
	 	o	 	Provide 24x7x365 access to product specific Customer support content of the Lucent.com
web site. Customer Support content may include technical product support information,
subscription services, and other self-help facilities, as well as ability to submit ARs
and check the status of ARs online.





4.1.2 RTS Performance Objectives



The RTS respond, restore, and resolve performance objectives, established by Seller, are
dependent on the severity level of the request as reported by Customer to the Technical Assistance
Center (“TAC”) via telephone.



To meet the Restore & Resolve objectives the problem must be reproducible at either Lucent’s
location or on Customer’s system, verifiable by Lucent. If during analysis Seller determines the
severity level of the problem as reported by Customer to be inaccurate, Seller reserves the right
to re-assign severity. In these instances, Seller will notify Customer, and the objectives
associated with the AR will be adjusted.



Seller will use its reasonable efforts to meet the applicable targets set forth in Section 4.1.4
***. For purposes of
determining Seller’s performance against such targets, a measurement shall be taken once annually
after the end of a calendar year for which Customer has paid for the RTSA Program, based on ARs
resolved during the measured year. The foregoing measurements shall only be taken with respect to
a complete calendar year for which Customer has paid the applicable annual fee.



Lucent performance objectives extend to Maintained Products running on current software version
release only, which includes Major Releases with a product lifecycle rating of SA or A&M, as
described in section 4.4.2. Objectives are also contingent to Seller gaining remote access to
Maintained Products to perform remote technical support.



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4.1.3 Definition of Severity Levels



Severity Levels are defined as the condition of the system when Customer submits an AR.
Severity Levels are defined below.





	 	o	 	Severity Level 1 (SL1, Critical): The system is inoperative and Customer’s inability
to use the product has a critical effect on Customer’s operations. This condition is
generally characterized by complete system failure and requires immediate correction. In
addition, any condition that may critically impact human safety is considered a Severity
Level 1 problem.
	 
	 	o	 	Severity Level 2 (SL2, Major): The system is partially inoperative but still usable by
Customer. The inoperative portion of the product severely restricts Customer’s
operations, but has a less critical effect than a Severity Level 1 condition.
	 
	 	o	 	Severity Level 3 (SL3, Minor): The system is usable by Customer, but with limited
functions. This condition is not critical and does not severely restrict overall Customer
operations.
	 
	 	o	 	Severity Level 4 (SL4, Minor): The system is usable and the condition does not
materially affect Customer’s operations.





4.1.4 Definition of Respond, Restore and Resolve





	 	o	 	RESPOND means a Seller Customer Support Engineer has contacted Customer regarding
a particular AR and will begin working a proposed solution, repair or fix. In the event
Seller is unable to contact Customer after three (3) attempts, the AR will be closed.
	 
	 	o	 	RESTORE means that the problem is remedied sufficiently to return the product or major
feature to operational status. Restore may mean that a temporary fix has been provided to
temporarily correct the problem, or that a workaround has been implemented, or a method
of restoration has been made available to Customer.
	 
	 	o	 	RESOLVE means that a solution has been provided to permanently address the issue. This
may occur simultaneously with Restore, unless the Restore is by means of a workaround
suitable only for temporary use and Seller determines that a more suitable permanent
solution can feasibly be provided.





4.1.5 Respond, Restore and Resolve Objectives



RTS performance targets for currently supported Maintained Products are outlined in the
following tables:



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	Description 	 	Premium Coverage
	Call
Receipt & Routing
	 	 	24x7	 






	 	 	 
	Targets3	 	Premium Coverage
	Respond

	 	***
	 

	 	***
	 
	 	 
	Restore

	 	***
	 

	 	***
	 
	 	 
	Resolve

	 	***
	 

	 	***








 




			
	2	 	Changes not requiring a design change or development of software code. If a design
change or development of software code is required, and Seller elects, based upon its
assessment of technical and economic feasibility, and subject to the applicable software
support policy for the software in question to undertake same ***.
	 
	***	 	***





4.1.6 Customer Service Delivery Feedback/Escalation



Customer may escalate a problem or provide feedback or complaints on the RTSA Service that is
being delivered or has been delivered. RTSA Service Delivery Feedback is for tasks and provision of
deliverables specifically defined in this document. Customer may initiate escalation or feedback by
calling the TAC number, *** and ask to create a Delivery
Feedback Assistance Request to
initiate the process.




4.2 Customer Technical Advocate Support




4.2.1 Description



Seller will provide the Customer Technical Advocate (CTA) for Customer technical consultation
and issue escalation. This support applies to Covered Software in Customer’s Covered System. CTA
Support services are advisory only and no specific results are assured.



***



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***



Support for warranty issues is provided primarily by Remote Technical Support. However, if the
Customer requests CTA support for a warranty related issue under Seller’s Product warranties
(Article 2.9) or Software warranty (Article 3.8) in the Agreement, such hour(s) may be chargeable
against the Customer’s pool of annual consulting services hours.




4.2.2 CTA Tasks/Deliverables




4.2.2.1 CTA Facilitation and Reviews



CTAs will monitor all ARs, and will seek to expedite the closure of a limited reasonable
number of those ARs that Customer identifies as top priority or that Customer escalates in a user
group (e.g., CEMUG) or reported in quarterly conference calls. Hours spent by CTAs performing this
function or providing status updates on ARs to Customer will not count against Customer’s annual
pool of consulting services hours.




4.2.2.2 Technical Consulting and Knowledge Transfer Support



The elements of Technical Consulting and Knowledge Transfer Support are summarized in this
section. Requests for this support shall be made to Customer’s CTA, if any, otherwise to Seller’s
Sales Organization serving Customer. If Customer requests support outside of normal business hours
(8 am — 5 pm local time where CTA is located), or in excess of the applicable limit, then, except
for activities directly and necessarily required to diagnose and/or implement a warranty fix for
which Seller is responsible, Seller reserves the right to bill Customer for such services.




4.2.2.3 Customer Advocacy



While the RTS program is in effect, there will be one or more CTA designated who will:





	 	o	 	Serve as a single point-of-contact to co-ordinate resolution of multi-product issues
and significant customer issues across organizations.
	 
	 	o	 	Manage executive escalations and set up executive meetings, if needed.
	 
	 	o	 	Conduct conference calls(s) with Customer at agreed-upon times to review their ARs and
address Customer support issues.
	 
	 	o	 	Identify and escalate Customer issues, track key Customer commitments and represent
Seller at joint Customer and Seller conference calls and report card/metric reviews as
necessary.





4.2.2.4 Technical Initiatives and Projects



The Seller consultant may, at Seller’s discretion, assist the customer in a special
initiatives or projects with a duration of no more than eight hours. Under no circumstances can
that project or initiative be an existing Seller service. If Seller agrees to assist the customer
in that project/initiative, the consultant will act as the primary point of contact and interface
with all other Seller teams, as appropriate.



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Some of the activities are:





	 	o	 	The CTA will work with the customer to address technical issues associated with major,
multi-customer Seller offers (Customer Technical Initiatives). The CTA will interface to
Program Management and development. Some customer technical initiatives might be an
add-on service available at an additional price.
	 
	 	o	 	Support customer specific projects such as network reviews.





4.2.2.5
Capacity and SW Planning



The Seller consultant may assist the Customer with capacity planning and help identify the
impact of new software releases on system configuration and capacity as follows:





	 	o	 	Understand control mechanisms and critical action/recovery paths for system
components.
	 
	 	o	 	Understand capacity issues and how to measure and manage current capacity.
	 
	 	o	 	Provide explanation of related technical matters (i.e., critical triggers, smrg, TFC30
for the 5E and the SCME guidelines).
	 
	 	o	 	Keep the customer abreast of the new Software Releases and Software features. The
Seller consultant may also advise the customer on each features’ capabilities.





4.2.2.6 Customer Education



The CTA will facilitate training/teletraining and co-ordinate specialized training to the
customer. This does not include teaching classes.




4.2.3 CTA Exclusions



CTA support does not:





	 	o	 	Provide any service that is a professional service
	 
	 	o	 	Provide consultative support on projects with a duration greater than 8 hours; Support
outside standard working hours (8 a.m. to 5 p.m.) is billable
	 
	 	o	 	Provide Customer with formal training, however, may refer Customer to Seller training
organization





4.3 Base Release Software and Service (BRSS)




4.3.1 Updates and Upgrades



During any period for which Customer has paid the applicable BRSS Program fees, ***, Seller
will provide to Customer all Software Updates and Software Upgrades that are made generally
available by Seller during such period at no additional charge. Seller will notify Customer of the
availability of each Software Update and Software Upgrade. Such notifications shall include a



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description of the content of the Software Update or Software Upgrade to be provided by Seller
including a list of all new Optional Software Features. Seller shall also notify Customer of
preconditions (e.g., additional hardware) for installing such Software Update or Software Upgrade
and/or use of any such new Optional Software Features. The fulfillment of all such preconditions
shall be the responsibility of Customer.



Subject to the provisions of Section 4.4 of this Attachment, Seller shall also update
documentation to incorporate new or revised operating procedures resulting from issuance of
Software Updates and Software Upgrades prior to release of such Software Upgrades/Updates.



Software Updates and Software Upgrades shall be individually warranted, as provided in the
Software warranty provisions of the Agreement, and Customer shall have a right to possess and use
Software Updates and Software Upgrades, as provided in the software licensing provisions of this
Attachment. Failure to pay any applicable BRSS fees for Software Updates and Software Upgrades
shall not void or alter the license granted under this Attachment and/or the Agreement for
Software, including prior Software Updates and Software Upgrades properly in Customer’s
possession. Customer acknowledges that if Customer fails to pay applicable BRSS fees, subject to
the further terms of this paragraph, Customer shall not receive any permanent fixes embodied in
subsequent Software Updates and Software Upgrades, but nothing herein shall be deemed to deprive
Customer of any program corrections, work around procedures or other temporary or permanent fixes
to which Customer may be entitled in respect of software warranty defects noticed to Seller during
the applicable warranty period. Lucent shall not be deemed to be in breach of its Software
warranty obligations under this Attachment with respect to an identified defect, if Lucent has
furnished or intends to furnish, in a timely manner, a permanent warranty fix in a Software Update
or Software Upgrade available to Customer, and Customer shall have no claim for refund or credit
under such warranty provisions in such circumstances. Nothing herein shall excuse Seller of any
obligation Seller may have under applicable warranty provisions of the Agreement or RTS Program to
use all reasonable efforts to effect such a temporary fix pending a permanent fix.



BRSS entitles Customer to use the features and functionality delivered with Software Updates and
Software Upgrades, including, but not necessarily limited to:





	 	o	 	Software to support system improvements, including performance and operations
	 
	 	o	 	Compatibility of existing features with the new release
	 
	 	o	 	New base/standard software features and functionalities
	 
	 	o	 	Platform for Optional Software Features and optional hardware features
	 
	 	o	 	Permanent and/or temporary fixes of problems in prior software releases




Optional Software Features resident in a Software Update or Software
Upgrade, are priced as
described in Attachment A or C. Nothing in this Attachment shall be deemed to require Seller to
make any new specific Software features and/or enhancements of Software available as part of
Seller’s Software Updates or Software Upgrades. Any Software Updates or Software Upgrades that may
be provided by Seller under the BRSS Program are provided to Customer when generally available.
Seller shall have the sole right to determine whether a new functionality shall be a new Standard
Base Software Release feature or functionality or an Optional Software Feature;



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Except as stated otherwise in this Agreement, Seller reserves the right to determine the number of
Software Updates and Software Upgrades that will be issued each calendar year for each type of
Software covered by BRSS. Seller does not commit that any Software Updates or Software Upgrades
will ultimately be released and made generally available and, therefore, provided during the term
that Customer subscribes to the BRSS Program. Furthermore, Seller does not warrant that any
specific features or functionality will be included in any Software Updates or Software Upgrades
that may be provided under the BRSS prior to the time that a Software Update or Software Upgrade
is released and made generally available.



Nothing herein shall be deemed to deny Seller the right to discontinue products or software in
accordance with its standard policies and/or the terms of this Attachment as applicable;



Seller’s current program for Software Upgrades is described in Section 4.4.


Nothing herein shall limit Lucent’s warranty obligations to Customer.




4.3.2 License Audit



Lucent shall have the right to audit Customer’s use of the Licensed Materials and/or install
self-auditing software which may be activated and monitored remotely (an “Audit”), upon notice to
Customer. Lucent may perform such Audit at any time. Customer and its employees, agents and
representatives will cooperate with Lucent and take such action to facilitate each Audit in a
timely matter after Lucent’s notice to perform an Audit. Software provided to Customer under this
Attachment may contain optional features, which are separately licensed and priced. Customer shall
not activate such optional features without written authorization from Lucent and Customer’s
payment of the appropriate license fees. If Customer nevertheless activates any optional features
without Lucent’s authorization, Customer shall notify Lucent within five business days from the
date of Customer’s knowledge that such features were activated. Customer shall pay Lucent the then
current license fees charged by Lucent for the activated features identified as a result of
Customer’s notice or Audit.




4.3.3 Distribution



Seller shall deliver software Updates and Software Upgrades in such medium (e.g., electronic
distribution, CD-ROMs, or tapes), as Seller shall determine in its discretion.




4.3.4 Software Delivery



Upon receipt of notice of availability of a Software Update or Software Upgrade, Customer may
indicate its desire to obtain such Software Update and/or Software Upgrade as follows:




4.3.4.1 Retrofits



Retrofits must be scheduled. Customer may request Retrofits through its Seller Account
Executive.




4.3.4.2 Software Updates



Customer
may request Software Updates that are not Retrofits by calling the TAC at ***, or such other number as Seller may designate. Calls must be made



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Monday
through Friday, Lucent’s holidays excluded, during the hours of
8:00AM to 5:00PM, Central
Time.




4.3.5 Pre-lnstallation Support



Seller shall furnish to Customer, documentation relating to Software Updates and Software
Upgrades that contains information regarding the preconditions to installation that must be
fulfilled by Customer and instructions to be followed during installation. It is Customer’s
obligation to become familiar with this material prior to commencing any self-installation of a
Software Update or Software Upgrade. ***




4.3.6 Installation Support



During Customer’s execution of a Software Update or Software Upgrade installation procedure,
Seller shall be available to provide a reasonable level of remote telephone support to resolve
encountered problems. Such support shall be available on a 7x24x365 basis by calling the TAC at
***, or such other location as Seller may designate.




4.3.7 Retrofit Support



In addition to standard pre-installation and installation support, Seller will provide to
Customer additional tools and Services when a Retrofit is involved if customer is subscribing to
BRSS. Retrofits are involved when an ECP Major Release or a 5ESS Major Release is replaced by a
newer Major Release. A Retrofit requires the use of specialized software and procedures to evolve
existing database translations in order to make a product ready to receive and operate a new Major
Release. Retrofit procedures will vary from Major Release to Major Release.




4.3.7.1 ECP Retrofits



Seller
will provide, *** an on-site Retrofit
(“OSR”) software tool that may be run by Customer on Customer’s OMP to perform selected activities
relating to evolving database translations. If Customer elects to utilize the On-Site Retrofit
(OSR) software tool, Seller, through its ODD Retrofit Group, will provide remote telephonic support
for requirements issues and error resolution. This support is available Monday-Friday, Seller’s
holidays excluded, during the hours 8:00AM — 5:00PM, Central
Time, by calling the TAC at ***, or such other number as Seller may designate. Requests for such support
outside of these hours will be treated as non-emergency Assistance Requests and are subject to
billing on a T&M basis. (Such out-of-hours support is not included as part of BRSS or RTS.)




4.3.7.2 5ESS Retrofits



Seller will provide, as part of BRSS, 5ESS Switch Retrofit software. Procedures will be
announced to Customer as appropriate.



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4.3.7.3
1xEVDO Retrofits



1xEV-DO Major Releases are bundled with the ECP Major Releases.




4.4 Software Support Policy




4.4.1 Normal Progression/Skipping



Seller’s software is typically designed for sequential Retrofit/upgrade progression (for
example, Major Release N to Major Release N+1). In some cases, skip Retrofits may be available
(for example, Major Release N to Major Release N+2, skipping Major Release N+1). Seller makes no
commitment that any Major Release can be skipped. Moreover, where skipping is available,
additional charges may apply. Customer should evaluate each new Release, consider its application,
consider the availability of skipping or the lack thereof, and select the Software migration plan
that best suits its needs.




4.4.2 Major Release Life Cycle Ratings



Software ratings apply to Major Releases. Once a Major Release becomes generally available to
Seller’s Customers, it begins to migrate through four (4) product ratings during its life cycle;
Standard Availability (“SA”), Additions and Maintenance (“A&M”), Limited Availability (“LA”), and
Discontinued Availability (“DA”). Differently rated Major Releases are subject to different levels
of support and use. The length of time that a Major Release remains at each product rating varies
depending upon Seller’s schedule for issuing new Major Releases.



When a software release has been declared generally available, it moves into the SA stage and
remains in that classification until the next sequential Major Release has been declared generally
available at which time the original release moves down in rating. For example, once made generally
available, Major Release N will remain SA until Major Release N+1 is issued. At that time, Major
Release N will move down one rating to A&M. With the issuance of Major Release N+2, Major Release N
moves down one rating to LA. With issuance of Major Release N+3, Major Release N will move down to
the final DA rating.



Any Software Update that is issued during a rating period will not change or otherwise affect the
rating of the Major Release. For example, if while ECP Major Release N is rated SA, Seller issues a
Point Release (N.1) for that release, Major Release N will retain its SA rating. Such Software
Update shall be considered part of the Major Release and will have the same rating as that Major
Release.



Support for differently rated Major Releases is described in Section 3.5.3



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4.4.3 Support Availability for Different Software Ratings*




	 	 	 	 	 	 	 	 	 
	 	 	SA	 	A&M	 	LA	 	DA
	SUPPORT
	 	 	 	 	 	 	 	 
	Outage 

	 	***	 	***	 	***	 	***
	Non-Outage

	 	***	 	***	 	***	 	***
	SOFTWARE ISSUED
	 	 	 	 	 	 	 	 
	Software Updates

	 	***	 	***	 	***	 	***
	SOFTWARE
	 	 	 	 	 	 	 	 
	MODIFICATIONS MADE*
	 	 	 	 	 	 	 	 
	Outage 

	 	***	 	***	 	***	 	***
	Billing/call
Processing

	 	***	 	***	 	***	 	***
	 Non-Service Affecting 

	 	***	 	***	 	***	 	***
	Software Enhancements 

	 	***	 	***	 	***	 	***
	Special Features

	 	***	 	***	 	***	 	***
	PROCEDURES
	 	 	 	 	 	 	 	 
	Retrofit From
	 	 	 	 	 	 	 	 
	Retrofit To

	 	***	 	***	 	***	 	***
	Procedures Archived

	 	***	 	***	 	***	 	***
	Support Tools Archived

	 	***	 	***	 	***	 	***
	 New Start Cutover

	 	***	 	***	 	***	 	***
	 

	 	***	 	***	 	***	 	***
	RELEASE SPECIFIC
	 	 	 	 	 	 	 	 
	Software Maintained

	 	***	 	***	 	***	 	***
	Documentation

	 	***	 	***	 	***	 	***
	Maintained
	 	 	 	 	 	 	 	 
	Software Archived

	 	***	 	***	 	***	 	***
	Documentation Archived

	 	***	 	***	 	***	 	***








 




			
	+	 	Seller reserves the right to implement fixes in software to problems in succeeding
Major Releases of that software.
	 
	1	 	Available only if considered a Severity 1 or 2 problem.
	 
	2	 	Available only if considered a Severity 1 problem.
	 
	3	 	Available for attempted recovery only of the most recently DA’ed release, using
Customer’s copy of the software. Seller makes no commitment that it can or will provide any
fix or workaround by overwrite or any other method. When a Software release reaches DA,
Assistance Requests are no longer addressed.
	 
	4	 	These are limited to the first year of DA rating.
	 
	5	 	Limited to the most recent DA’ed Release. Any Release older than the most recent
DA’ed Release will require a Warmstart to migrate to a newer Release.




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5 Customer Responsibilities




Customer shall:





	 	o	 	Provide the proper environment, electrical and telecommunication connections in
conformance with product technical specifications. This includes maintaining capacity and
throughput in accordance with specific guidelines of Maintained Products.
	 
	 	o	 	Ensure that Maintained Products are in operating condition, and operate on current
supported hardware and software releases.
	 
	 	o	 	Ensure that Maintained Products are maintained with implementation of Software Updates
and Class A changes, within a 30-day interval of availability.
	 
	 	o	 	Maintain maintenance support agreements for 3rd party platforms that
interact with Maintained Products.
	 
	 	o	 	Ensure that Seller and relevant third party software manufacturer’s applicable
installation, operation, administration, and maintenance instructions are complied with.
	 
	 	o	 	Move Maintained Products only with Seller’s prior written consent, which consent shall
not be unreasonably withheld in the case of movement from one designated processor to
another in the same country, and notifying Lucent of the new location of any relocated
Maintained Products. Customer may, however, move or change circuit packs or Cells within
a Market or inter-Market without such consent or notification.
	 
	 	o	 	Provide secure VPN access to Maintained Products.
	 
	 	o	 	Maintain a procedure external to the Software programs for reconstruction of lost or
altered files, data, and/or programs.
	 
	 	o	 	When reporting an AR, include Severity Level of problem and output of any diagnostics,
printed logs, already performed to help reproduce the conditions under which the trouble
occurred. Identify site ID or contract number, submitter name & location, callback
telephone number and/or email address, system name & location, processor location, type
and serial number, and alternate contact.
	 
	 	o	 	Make trained technical staff available for interface to Seller engineers working an AR
to report on-site conditions. Any delay time caused by Customer may be deleted from
performance objectives.
	 
	 	o	 	Purchase of Software and Hardware maintenance directly from third party or via Seller
resale to maintain non-Seller platforms, which support covered software.





5.1 Customer Responsibilities Concerning Lucent Web Site Access



By accessing any Lucent.com Web site to which Seller affords Customer access, for or in
connection with its technical support service, Customer agrees to the following:





	 	o	 	Customer shall not enable or permit Lucent.com web site access to any person other
than its employees, without Seller’s prior written consent;




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	 	o	 	If requesting such consent, Customer shall identify to Seller any non-employee
who Customer would like to have access to the Web site, and if requested by Seller, will
provide a copy of a non-disclosure agreement executed between Customer and the
non-employee in accordance with the confidentiality terms of the Attachment pursuant to
which the Maintained Products were supplied. Such agreement will provide, at a minimum,
the level of protection provided in this contract. Seller may refuse consent within its
sole discretion;
	 
	 	o	 	Customer must notify Seller in writing immediately of any change in the employment or
authorization status of any personnel having authorized access to the Web site;
	 
	 	 	 	All notifications described above should be sent to *** and
should contain the following information:






	 	Ø	 	 Company name
	 
	 	Ø	 	 User’s first and last name
	 
	 	Ø	 	User’s email address






	 	o	 	Customer’s use of any Lucent.com Web site is subject to all Terms of Use then set
forth or linked to the Web site. Such Terms of Use shall in no event be construed to
increase Seller’s obligations under this Attachment nor to create or modify any
performance objectives for the services under this Attachment.




Without limiting Seller’s other rights, Seller may deny access immediately and in the future to
individuals using the Web site other than as permitted. Seller shall have no liability to Customer
on account of such denial.




6 Exclusions



RTSA in general does not include items not described in this Attachment. Examples of items
that are specifically excluded from this Attachment include, but are not limited to:





	 	o	 	Equipment certification, as required per Seller’s policy on equipment not installed by
Seller, or lapse in RTS coverage that spans more than ***, or equipment that has been
moved; However, this exclusion does not apply to circuit packs or Cells that are moved or
self-installed by the Customer within a Market or inter-Market or Equipment that has been
moved by Seller.
	 
	 	o	 	Repair or replacement of product components;
	 
	 	o	 	Lab and trial support;
	 
	 	o	 	On-site technical support. RTS is typically provided from the TAC or other Seller
location that is remote from the site where Customer’s systems are located. At Seller’s
discretion, Seller may dispatch personnel and or equipment to Customer’s site for
diagnostic purposes. At Customer’s request, and as agreed to by Seller, Seller may
provide on-site technical assistance in problem resolution beyond such remote support.
On-site assistance is not included in RTS, and will be billed to the Customer at Seller’s
then




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	 	 	 	standard rate plus Travel and Living expenses (T&L), subject to a billing minimum of
*** per day;
	 
	 	o	 	Performing preventive maintenance for the Maintained Products;
	 
	 	o	 	Deployment
services, integration services, or custom modifications;
	 
	 	o	 	Support for custom software features, that is, any features that are not present in
the generally available version of the Maintained Products or software;
	 
	 	o	 	Support for third-party software not licensed to Customer by Seller;
	 
	 	o	 	Creating or making corrections to Customer specific reports;
	 
	 	o	 	Services to implement CTA recommendations or suggested solutions.
	 
	 	o	 	Loss of any data or the cost of reconstructing data lost during the performance of RTS
service. In no case shall Seller be held responsible for such loss;
	 
	 	o	 	Making specification changes or performing services connected with installation or
relocation of the Maintained Products;
	 
	 	o	 	Work external to the Maintained Products, whether or not on the designated processor
used in conjunction with the Maintained Products;
	 
	 	o	 	Assistance, including without limitation, modification or replacement of the
Maintained Products, repair of damage, or increase in service time caused by or required
as a result of any of the following:






	 	Ø	 	 Failure to continually provide a suitable operational environment with
all facilities prescribed by the applicable product specifications document
including, but not limited to, the failure to provide or the failure of, adequate
electrical power, air conditioning, or humidity control;
	 
	 	Ø	 	Use of the Maintained Products in a manner not in accordance with its
published specifications, operating instructions, capacity guidelines, or
license-to-use;
	 
	 	Ø	 	 Failure to properly maintain or backup Covered Software on the system,
to observe operating guidelines, to maintain Third-party platforms, software or
equipment as described in Section 5.
	 
	 	Ø	 	 Force Majeure Events, including accident; disaster, which shall
include, but not be limited to, fire, flood, earthquake, water, wind or lightning;
transportation difficulties; terrorism or other hostile action; neglect; or misuse;
except as follows: In the event of a service interruption caused by a Force Majeure
Event Seller will make every commercially reasonable attempt to restore service on
the Maintained Products. If, however, service is not restored within 12 hours,
Seller and Customer will mutually agree on next steps to be taken, which may
include the purchase of disaster recovery services to restore service.
Additionally, the commercially reasonable efforts contemplated by the provision
do not include the provision of new or additional




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	 	 	 	hardware or software or performance of on-site services, which if available
would require payment of additional charges;
	 
	 	Ø	 	Modifications, maintenance, or repair performed by other than Seller
designated personnel, including charges not authorized by Seller in the Maintained
Product or software or the hardware or the software environment in which the
Maintained Product or software operates, including without limitation the
introduction of updates of third party software or hardware that have not been
validated by Seller;
	 
	 	Ø	 	 Attachment of unspecified, non-recommended or non-approved products to
the Maintained Products, or repairs required as a direct result of failure of a
processor or other equipment or software not maintained by Seller, or failure of
removable or rotating storage media;
	 
	 	Ø	 	 Database problems: If the condition is determined to be the result of
corruption of the Maintained Product’s database, and such corruption is not the
direct result of the Maintained Products, the condition will be referred back to
Customer. However, if corruption is the result of, or caused by, Seller’s
Maintained Products, Seller shall manage the resolution of the problem, at no
additional charge;
	 
	 	Ø	 	 Hardware/firmware problems: When a condition has been isolated to a
hardware or firmware problem on a product that is not covered under this
Attachment, the condition will be referred back to Customer for disposition
under whatever maintenance arrangements Customer may have for such hardware or
firmware;
	 
	 	Ø	 	Other/interfacing systems problems: If the condition is determined to
be caused by systems other than the Maintained Products, including, but not limited
to, systems that interface with the Maintained Products, the condition will be
referred to Customer for corrective action unless the other system(s) has been
furnished by Seller and is covered under this Attachment, in which case Seller
shall manage the resolution of the problem.





7 Assumptions/Eligibility For RTSA




7.1 Equipment Manufactured, and Installed by or Purchased from Seller



RTSA is offered only for software purchased from Seller residing on equipment manufactured by
Seller or for Seller pursuant to specifications controlled by Seller. Standard Base Software
Releases furnished by Seller are eligible for updating and related services under BRSS without
initial evaluation by Seller, provided BRSS commences not later than the end of the applicable
warranty period for the respective software.



Equipment and Covered Software in the Covered System must have been purchased directly from Seller
or a Seller authorized supplier, installed and/or integrated by Seller, or installed by Customer
where Self-Install Agreement is required, as described in Attachment I. Equipment and software in
the Covered System not meeting these criteria, with the exception of circuit packs, is subject to
Seller observation and/or eligibility test. Such observation and eligibility test will be available
only at a separate fee and will be billed at Seller’s then standard rate.



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7.2 Other Situations



In all other situations, software shall not be eligible for RTSA until Seller, at its option,
has made an initial evaluation to determine whether modifications are required to make the
software eligible. Billing to Customer for such observations will be on a time and material basis.
If, in Seller’s judgment, modifications are required for eligibility, Seller will provide an
estimate to Customer of the costs of making such modifications, including the price for updating
the software to a current, supported Standard Base Software Release. Upon Customer’s acceptance of
the estimate, Customer will be billed based on Seller’s estimate for such evaluation, and any such
modifications furnished by Seller. Software will not be eligible for RTSA unless Seller determines
that the software is in good working order in accordance with its specifications and can be
maintained in such condition.




7.3 Customer’s Warranties of Authority



Customer warrants, as a condition of eligibility, that Customer is the owner or lessor of any
equipment that runs the software for which RTSA will be provided under this Attachment, or that
Customer has the equipment owner’s written authorization to operate such equipment and obtain such
support services under this Attachment. Customer further warrants that Customer is the licensee of
the software for which BRSS will be provided under this Attachment and is complying with the terms
of the license.



AMPS/PCS System Level Support RTSA Service is available only on a system basis as defined by
Maintained Products in Section 9.1. Customer must maintain the same support coverage under this
Attachment for all of the Maintained Products in all of its markets; and each system must be
operating on a Standard Base Software Release as defined in Section 11.




7.4 Support For Relocated Software



Software to be supported by Seller under this Attachment, which is moved by Seller to another
Designated Processor of Customer within the Territory, and Software which is moved by Seller
together with its Designated Processor to another location of Customer’s within the Territory,
shall continue to be covered by Customer’s BRSS.



Should Software be moved and/or de-installed and/or re-installed by a Party other than the Seller
or Seller’s Subcontractor, Customer agrees to the following:





	 	o	 	Provide Seller with (30) days prior written notice of such relocation
	 
	 	o	 	Pay additional charges if the move increases Seller’s costs or expenses of providing
BRSS
	 
	 	o	 	Seller reserves the right to inspect (one time) the software as installed at the new
location to determine its eligibility for support as provided in Section 7.5 of this
Attachment.
	 
	 	o	 	Seller further reserves the right to supervise the unloading (if any) of the Software
from the processor and the reinstallation of the Software at the new installation
location. If Seller chooses to perform the above stated inspection and/or supervisions,
Seller shall be entitled to be compensated for such services at Seller’s then standard
rate.




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7.5 Commencement of RTSA




7.5.1 General.



Certain of
the RTSA program benefits are subject to allocation as provided in Section 9.2.



 This general provision is subject to certain special rules set forth in this section.




7.5.2 First System



***



Upon payment of the Initial Operating Fees, Customer shall be entitled to BRSS upon system’s In
Revenue Service date until the end of the period specified in Attachment A and Attachment C.
Following such period, BRSS coverage will be extended to such system(s) only after Customer has
submitted a Purchase Order for the applicable remaining calendar months or next calendar year, and
Seller has received payment based on the pricing and terms described in Attachment A and
Attachment C. If Seller does not install all of the system, such support will be provided only
upon written request of Customer made within thirty (30) days of completion of installation of the
system and after the system has been deemed eligible for such support, as provided in Section 7.2
above.




7.5.3 Additional Systems



If Customer has existing systems covered by RTS, any new Seller manufactured or furnished
system, deployed by Customer whether or not purchased from Seller under this Agreement, shall
receive RTS coverage ***. Following such period, RTS coverage will be extended to such
system(s) only after Customer has submitted a Purchase Order ***, and Seller has received payment based on the pricing and terms
described in Attachment J. ***



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7.5.4 Addition of Existing Systems



Notwithstanding Section 7.5.3 above, if Customer obtains from any third party additional
existing systems by purchase, lease, merger or otherwise, such acquired systems shall not
automatically be included in the group of Customer’s systems covered by RTSA. However, upon
request of Customer, which Lucent shall not unreasonably withhold or delay, and subject to mutual
agreement as to fees and other appropriate terms and conditions, such existing systems may be so
included. This support starts only after the existing system has been deemed eligible for such
support, as provided in Section 7.2 above.




8 General Terms



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




8.1 Conditions





	 	o	 	Seller reserves the right to determine which personnel to assign to perform
Services. Seller personnel shall at all times be subject to the employment conditions of
Seller and not those of Customer, but all such employees shall be qualified and certified
on the Products and Software.
	 
	 	o	 	Seller may use proprietary tools and Software for providing this service. The stated
price does not include the sale, licensing or transfer of such tools or software to
Customer.
	 
	 	o	 	All work will be performed during normal business hours — 8:OOAM to 5:OOPM, local time,
Monday through Friday — unless different working hours/schedule have been noted in the
appropriate Service Description section.





8.2 Change Management



Change Management shall be performed in accordance with the terms and conditions of Attachment
F.




8.3 Acceptance



Acceptance shall occur in accordance with Section 2.10 of the Agreement.




8.4 Warranty



Warranty shall be in accordance with Section 4.7 of the Agreement.



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9 Pricing Section




9.1 Determination of Pricing Units



*** Promptly following June 30th and December 31st of each
calendar year, Customer shall provide to Seller in writing a count of the covered ECPs and RNCs,
which shall serve as the Pricing Units used for calculating RTS fees as described in Attachment J.
Promptly following December 31st of each calendar year, or as stated otherwise in
Attachment A or Attachment C, Customer shall provide to Seller in writing a count of the covered
MSCs, which shall serve as the Pricing Units used for the calculating BRSS fees as described in
Attachment A and Attachment C. Such count is subject to verification by Seller, and to certain
special rules set forth in Sections 7.5. Customer grants Seller the right to use any information
learned by Seller in performing services under this Attachment in connection with any verification
activities.




9.2 Pricing Notes:





	 	o	 	All prices are in $US, unless stated otherwise.
	 
	 	o	 	Seller will invoice Customer for RTSA services prior to the commencement of
services for the calendar year, and will invoice subsequent year in advance prior to the
start of each year. ***
	 
	 	o	 	Unused services in a calendar year will not be carried over to a subsequent
year.
	 
	 	o	 	When a RTSA program is provided for less than a full year, the following
adjustments apply:






	 	Ø	 	Customer will be entitled to 1/12th of the annual Consulting services
hours for each full month during which the Customer will be receiving RTSA program
Service.






	 	o	 	***
	 
	 	o	 	Additional charges incurred at Seller’s then standard rate as provided in
this Attachment are separately billable and may be invoiced monthly by Seller or at the
time of completion.
	 
	 	o	 	Addition of Existing Software: If Customer obtains from any third party
additional existing systems then providing service to the public, by purchase, lease,
merger or otherwise, such acquired systems shall not automatically be included in the
group of Customer’s systems, if any, then covered by RTSA. Upon request of Customer,
Lucent will provide Customer a quotation including such acquired systems in the RTSA
service.
	 
	 	o	 	Seller may upon notice to Customer suspend performance of any RTSA service
under this Attachment during any period when an invoice rendered hereunder for RTSA
service




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	 	 	 	remains unpaid past its due date.
	 
	 	o	 	Pricing for RTS service is detailed in Attachment J. Pricing for BRSS is detailed in
Attachment A and Attachment C.
	 
	 	o	 	The annual RTSA services pricing is valid through the end of the Initial Term ***. Customer agrees to
reimburse Seller for all reasonable travel, living, and other related out-of-pocket
expenses associated with all RTSA services provided by Seller to the extent any travel is
requested by Customer or is necessary to provide any requested Services.
	 
	 	o	 	Prices are based upon purchase of RTSA for the entire agreed Term. Accordingly, and
notwithstanding any other provision of the Agreement, there is no right by Customer to
terminate this Attachment for convenience during the course of the Initial Term or any
Renewal Term.





10
Pricing




10.1 Maintained Products for RTS and BRSS





The services described in this Attachment are for the following software products used in
Customer’s PCS network. The pricing and terms of support of software not described in this
section, including software developed by Seller, for Seller pursuant to Seller specifications,
or Third-party software resold by Seller may be added to this Attachment or covered under a
separate Attachment as mutually agreed between the parties.



10.1.1 Maintained Products





	 	o	 	***
	 
	 	o	 	***
	 
	 	o	 	***
	 
	 	o	 	***
	 
	 	o	 	***
	 
	 	o	 	***
	 
	 	o	 	***




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	 	o	 	Software Updates and Software Upgrades to the software packages set forth above.
	 
	 	o	 	Such other software as Seller may agree in writing.





10.1.2 1 XEVDO Maintained Products



The Maintained Products also include the following 1xEV-DO software if present in the Covered
Systems:





	 	o	 	***
	 
	 	o	 	***
	 
	 	o	 	***
	 
	 	o	 	***
	 
	 	o	 	***
	 
	 	o	 	***





10.1.3 Optional Feature Support



RTSA covers the on-going maintenance of Optional Software Features for those features, and
for which the Customer has paid the applicable separate license fee. This maintenance is available
for all Optional Software Features.




11 GLOSSARY



Capitalized terms used herein shall have the meanings ascribed to them in the Agreement
unless otherwise defined in this Attachment. For purposes of this Attachment, the following
additional definitions shall apply:



“1xEVDO” means 1x Evolution (Data Only), a high-speed data solution supporting data rates up to
2.4mbits/second.



“7X24X365” means seven days a week, 24 hours a day and 365 days a year.



“Assistance Request” and “AR” means a request for RTS support, as described in Section 4.1 of this
Attachment.



“BRSS Program” and “BRSS” means the optional program under which Seller offers to Customer, Major
Releases, Point Releases, Software Updates and Crafts for software for which Customer has paid the
applicable Fee, as more particularly described, as more particularly described in this Attachment.



“Cell” means a PCS or AMPS base station installed in any
 of Customer’s commercial AMPS/PCS systems
in the Covered Systems that has a unique identifier to a Customer Mobile Switching Center (MSC) or
1xEV-DOR NC, such as a cell ID (identification) number, whether or not such



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base station was manufactured, installed or sold by Seller. For example, two AMPS cells in
one physical location (co-located) constitute two cells if they are uniquely identified to the
MSC(s) serving them except for base stations used to provide sector service. Similarly, if AMPS or
PCS cell is split for capacity or other reasons, the cell count will be increased based on the
cell IDs generated by the split except for base stations used to provide sector service. And, for
example, if a PCS cell is added at a location where an existing AMPS cell exists and generates
another cell ID, the PCS cell constitutes a cell for purposes hereof. Notwithstanding the
foregoing, a Seller-manufactured Microcell will be counted as a “cell” in determining fees for RTS
Programs. The term “Cell” as used herein includes comparable equipment manufactured by a third
party manufacturer.



“Covered Systems” means those PCS systems operated by Customer in the Franchised Area that, at the
time of determination for purposes of this Attachment, are served by ECPs and is limited to the
Maintained Products.



“Craft” means a small Software release containing a collection of minor software changes, to a
Major Release. Typically a Craft contains less extensive Software changes than those included in
Point Releases or Software Updates.



“Customer Technical Advocate” and “CTA” means a person assigned by Seller pursuant to Section 4.2.



“ECD” means equipment configuration database.



“ECP” means a Seller-manufactured executive cellular processor installed in any of Customer’s PCS
systems in the Covered Systems, whether or not such ECP was installed by or sold to Customer by
Seller, and regardless of the technology supported by such ECP (e.g., analog, and CDMA).



“First System” means the initial equipment in a new market that completes installation and
integration, rendering it commercially viable. The initial equipment may comprise of at least one
CDMA ECP and its associated Base Station or one 1xEVDO-RNC and its associated Data Cell for which
Customer has been invoiced.



“Franchised Area” means the area(s) for which the Federal Communications Commission in the United
States or a comparable government agency has granted a permit to construct and operate one or more
CDMA system(s), including any non-designated areas contiguous to the Franchise Area, and in which,
under such agency’s applicable rules, Customer will be able to provide a wireless
telecommunications service in such area(s) utilizing such system(s).



“Initial Operating Fees” (IOF) means those fees paid upon initial provision of software for the
right to use such software. Such a fee includes RTSA for the period of time described in Section
7.5



“Major Release” means an issue of software, which significantly adds to, improves or enhances
existing base or standard software features and capabilities of the prior Major Release involving
more extensive changes to the underlying source code or the user interface than is the case in a
Point Release or a Craft. A Major Release may also correct defects in earlier releases. The term
“Generic Release” is synonymous with Major Release. A Major Release may also provide new optional
software features, which Customer may acquire for additional license fees.



“ODD” means office dependent data.



“OMP-FX” is the Operation and Maintenance Platform for Flexent installed in any of the Customer’s
1xEVDO Data Networks in Covered System.



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“Optional Software Feature” means a feature or functionality of software resident in a Major
Release but which is not licensed to Customer as part of BRSS and is available for use by Customer
only if Customer pays the applicable separate license fee therefore.



“Pick-A-Pack Program” shall have the same meaning defined in Attachment A and Attachment C.



“Point Release” means a superseding issue of software, which adds to, improves or enhances
existing features and capabilities of the Major Release of the software with which it is
associated. A Point Release may also correct defects in earlier releases.



“Pricing Units” mean the pricing elements that are used to compute annual fees for the RTSA
Service, as described in Section 9.1 of this Attachment.



“Remote Technical Support” “RTS” mean the collection of post-deployment support services provided
under this Attachment as defined in this Attachment.



“Retrofit”, means a replacement of an existing Major Release (including any subsequently issued
Point Releases) with a Software Upgrade that constitutes a new Major Release. Retrofits require
modifications of the ODD and/or the ECD.



“Severity 1”, “Severity 2”, “Severity 3” and “Severity 4” mean the severity levels described in
this Attachment.



“Software Update” means a partial update of existing software provided to Customer in
consideration of Customer’s payment of BRSS fees, and containing one or more of the following, in
any combination: (i) improvement in basic call processing capabilities, as well as basic system
operation and maintenance, (ii) changes to maintain compatibility between a new system release and
features existing in a prior system release (when initially introduced, a new system release may
not always be fully compatible with features available immediately prior to such release), (iii) a
platform for optional software features, and (iv) consolidations of periodic fixes and overwrites.
A Software Update can also be a Point Release or a Craft, if it meets any of those definitions.
Seller does not commit that any Software Updates will ultimately be released, made generally
available and therefore provided during the term that Customer subscribes to the BRSS Program.
Furthermore, Seller does not warrant that any specific features or functionality will be included
in any Software Updates that may be provided under the BRSS Program prior to the time that a
Software Update is released and made generally available to all BRSS subscribers



“Software Upgrade” refers to a Major Release provided to Customer in consideration of Customer’s
payment of BRSS fees. In addition to the four Software Update criteria mentioned above, a Software
Upgrade may also provide infrastructure changes. A Software Upgrade differs from a Software Update
in that only a Software Upgrade can provide infrastructure changes. Seller does not commit that any
Software Upgrades will ultimately be released, made generally available and therefore provided
during the term that Customer subscribes to the BRSS Program. Furthermore, Seller does not warrant
that any specific features or functionality will be included in any Software Upgrades that may be
provided under the BRSS Program prior to the time that a Software Upgrade is released and made
generally available to all BRSS subscribers.



“Standard Base Software Release” means the two most recent Major Releases that have been declared
generally available. For example, if Major Release N is the latest generally available release, it
and Major Release N-1 are considered Standard Base Software Releases.



“T&M basis” means time and material, at Seller’s then prevailing rates to the extent that
applicable rates are not set forth in the Attachments A, C and J.



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“Third Party Software” means software developed and owned by a third party using their own
specifications and licensed to Seller. Any third party warranties are a pass through to Customer.



“TAG” means Seller’s Technical Assistance Center or equivalent designated center. Seller
reserves the right to provide the services described herein from one or more such centers.



“Warmstart” means the service under which Seller will provide the support services necessary to
upgrade (evolve) Customer’s ECP and 5ESS databases if the Covered System is not on the current
software release as defined in this Attachment.



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	12	 	 Multivendor Maintenance Service for Sun
Products (“Sun MVM”) 





12.1 Elements of Work and Lucent Responsibilities




The services described in this Attachment are for the Sun products incorporated into the
“Maintained Products”.



Messaging solutions/offers, which contain Sun products, include:




	 	o	 	***
	 
	 	o	 	***
	 
	 	o	 	***
	 
	 	o	 	***





12.1.1 Description




Lucent’s multivendor maintenance service for Sun products (“MVM SUN”) provides the
maintenance services listed below for the Sun products incorporated into Lucent-supported products
and solutions installed at Customer’s locations in the United States. MVM SUN service consists of:




	 	o	 	 Hardware repair or replacement of all defective FRUs
	 
	 	o	 	 On-site Dispatched Technician, if no remote solution is available, for hardware
repair or replacement
	 
	 	o	 	 Sun software updates and upgrades if and when available, and if Customer is
entitled to the update and/or upgrade in accordance with Sun’s software licensing and
support policies. Lucent does not commit that any software upgrades will ultimately be
released, made generally available and therefore provided during the term that Customer
subscribes to this service. Furthermore, Lucent does not warrant that any specific
features or functionality will be included in any software upgrades that may be provided
under this service.





12.2 Tasks/Deliverables




During the period for which Customer subscribes to MVM SUN service, Lucent will provide the
following maintenance services for the Maintained Products.



12.2.1 MVM SUN Response Time Objectives




Lucent will initiate an On-site Repair Request to be performed under the terms of this
Attachment only after Lucent acknowledges the Customer-initiated AR that should be submitted under
the



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RTS service as described in Section 2.2, and the following conditions are met: (1) a Lucent
technical support engineer determines a part to be suspected faulty, OR (2) Customer has
successfully diagnosed and isolated a faulty part, AND (3) a Lucent technical support engineer
acknowledges Customer’s analysis and identifies the suspected faulty part identification number or
code.



Response time is defined as: The point in time from when Lucent requests a technician to be
dispatched to Customer’s site (On-site Repair Request) to the time of the technician’s arrival at
that site.



Response time objectives are:




	 	o	 	 MVM SUN UPLIFTED SILVER 24x7:






	 
	 	Ø	 	 Severity 1 (System down/urgent) situations: ***
	 
	 
	 	Ø	 	Severity 2 (System impaired) situations: ***
	 
	 
	 	Ø	 	 Severity 3 (System operation normal): ***





Response time may be affected by weather or other circumstances not in Lucent’s reasonable
control. Response times above apply to systems located within a 30-mile (50 KM) radius of a local
service office. Coverage for suburban and rural USA sites over 30 miles from a local service
office and non-USA sites is on a case-by-case basis. Please contact your Lucent sales
representative for more details regarding availability.



12.2.2 On-site Dispatched Technician




If a problem cannot be resolved remotely, Lucent will send a technician to perform on-site
troubleshooting, repair, and testing of the Sun product at Customer’s location to resolve
equipment issues.



If the location of the failed FRU is more than 30 miles from the nearest Sun service location
additional response time and an increase in the standard service price may be required.



Lucent is responsible for the following activities:




	 	o	 	 Verification of trouble description with Customer.
	 
	 	o	 	Review of active alarms and equipment alarm history.
	 
	 	o	 	 Diagnose reported trouble and alarms using available test equipment and
tools.
	 
	 	o	 	 For hardware failure of supported product, dispatch technician to
repair or replace the defective part and off-line test.
	 
	 	o	 	 For non-supported equipment, refer trouble back to Customer for resolution.





12.2.3 Hardware FRU Repair or Replacement





	 	o	 	 Repair or replacement of the Sun product FRU as part of MVM SUN service
will be available in accordance with the level of service selected. In some cases, Lucent
may





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	 	 	 	arrange for a courier to deliver the FRU to Customer’s location. In such cases, Lucent may
require Customer to attempt to replace the unit prior to Lucent dispatching a technician
to Customer’s location.
	 
	 	o	 	 Lucent is responsible for the following activities:






	 
	 	Ø	 	 Dispatch and monitoring of on-site repair technician (if no remote remedy is
available)
	 
	 
	 	Ø	 	 On-site repair of contracted Sun product hardware.
	 
	 
	 	Ø	 	 Provide Sun product FRU(s) as required to restore the unit to original operating
condition.
	 
	 
	 	Ø	 	 Technician removal of bad FRU(s) for repair.
	 
	 
	 	Ø	 	 Provide all mandatory hardware field changes.





12.2.3.1 Hardware Repair Notes:





	 	o	 	 For non-Sun FRUs not covered under this Attachment, standard Lucent
Repair & Exchange Services (RES) are available.
	 
	 	o	 	 Sun hardware repair or replacement availability is dependent upon the
availability of spares from the manufacturer.
	 
	 	o	 	 All failed FRUs replaced by Lucent become the property of Lucent or its
suppliers.





12.3 Customer Responsibilities




To be eligible for MVM SUN service, Customer is required to maintain a valid Lucent Remote
Technical Support (“RTS”) contract on Customer’s applicable Lucent-supported solution, platform or
product, including the Maintained Products.



Customer agrees to purchase and maintain a contract with Lucent for Remote Technical Support
services for each associated system or product that includes a covered Sun Product that is
consistent with the Term and Coverage Period of this MVM SUN service.



Customer will provide to Lucent on Lucent Services Start Form the following product detail for each
Maintained Product:




	 	o	 	 Lucent assigned product identification
	 
	 	o	 	 Product description
	 
	 	o	 	 Product serial numbers (Lucent and Sun)
	 
	 	o	 	 Product address (equipment site)
	 
	 	o	 	 Product configuration (parts listing)
	 
	 	o	 	 Lucent assigned part identification





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	 	o	 	Major part serial numbers (chassis, external disk unit, removable disk
drives, etc.)





In addition, Customer is responsible for the following throughout the term of this Attachment or
any extensions:




	 	o	 	Provide the Lucent Account Manager/Services Account Manager with a
complete listing of all products to be covered under MVM SUN service, in accordance with
the service start-up requirements to properly establish service entitlement.
	 
	 	o	 	Provide a serial number, site ID or contract number when requesting
service.
	 
	 	o	 	Provide the proper environment and electrical and telecommunications
connections as specified by Lucent.
	 
	 	o	 	Provide remote access to the products to enable Lucent or its
representatives to perform remote technical support at a time and for a length of time
mutually agreeable to both Customer and Lucent.
	 
	 	o	 	Maintain a procedure external to the Software and host computer for
reconstruction of lost or altered files, data, or programs. Lucent will make reasonable
efforts to permit data to be saved/retrievable when feasible; however, Lucent will not be
responsible for the cost of reconstructing data stored on disk files, tapes, memories,
etc. lost during the performance of MVM SUN service.
	 
	 	o	 	Removal of the defective hardware from active service and mounting rack
as required for troubleshooting and repair.
	 
	 	o	 	Ensure that authorized staff for operation and maintenance is
available during the entire support/repair period to provide Lucent or its contractor
with information (e.g., model, serial number, current failure symptoms, local procedures
and requirements, etc.) upon request so that Lucent can provide Customer with proper
support.
	 
	 	o	 	Maintain software where any modifications made are approved by Lucent.
This includes updates from manufactures of third party software.
	 
	 	o	 	Follow all of Lucent’s installation, operation, software and
maintenance instructions.
	 
	 	o	 	Provide the proper environment and electrical and telecommunications
connections as specified by Lucent.
	 
	 	o	 	Provide access to the defective products to enable Lucent technicians or
contractors to perform maintenance, and provide adequate workspace, lighting, and power
as required to perform troubleshooting and repairs.
	 
	 	o	 	Provide temporary adequate communications facilities, workspace and
storage space for Lucent spare parts, if required by Lucent or their contractors.
	 
	 	o	 	Reinstallation of the repaired Sun product or EDU into the mounting rack
as required, software restoral and testing, and re-initialization of the component(s) for
use.





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	 	o	 	In addition, Customer is responsible for maintaining the product as follows:
	 
	 	o	 	Installing all software product updates within a reasonable time, not to
exceed sixty (60) days from the date of availability.
	 
	 	o	 	Following all Lucent’s and relevant third party software manufacturer’s
applicable installation, operation, administration, and maintenance instructions.
	 
	 	o	 	Installing most recent Class A changes.
	 
	 	o	 	Maintaining associated solution/platform components at current software release.





12.4 Exclusions




The following exclusions apply to MVM SUN service under this Attachment:




	 	o	 	The following conditions are not covered under the MVM SUN service under
this Attachment if a Lucent Technologies technician or their representative is asked to:






	 
	 	Ø	 	 Remain on Customer’s site after resolution of a problem.
	 
	 
	 	Ø	 	 Respond and provide support for equipment moves or changes.
	 
	 
	 	Ø	 	 Provision or install hardware upgrades or reprogram to add additional capabilities or
functionality to the products covered under the Attachment/Agreement.






	 	o	 	Repair for damages or malfunctions caused by: (1) actions of
non-Lucent or non-Lucent contracted personnel or the attachment of products not supported
by Lucent; (2) failure to follow manufacturer’s installation, operation, or maintenance
instructions, including Customer’s failure to permit Lucent timely remote access to their
product; (3) failure of products not serviced by Lucent or Lucent’s contractors; (4)
abuse, misuse, or negligent acts of non-Lucent authorized personnel (5) repair to products
if Customer or Customer-authorized party modified the product in any manner.
	 
	 	o	 	Consumables, including but not limited to cables/cable assemblies,
cords, brackets, fan/fan assemblies, firmware, bezels, rack mounting and other hardware
kits, fuses, batteries, handles, filters, transformers, face plates, adapters, blank
panels, labels, other accessories, technical documentation or other media are not covered
MVM SUN service.





12.5 MVM SUN Definitions




MVM SUN Definitions:




“FRU”: Field Replaceable Unit. FRUs are components that are identified by Sun Microsystems as
items that can be removed and replaced at Customer’s location. FRUs include, but are not limited
to, disk drives, power supplies, and cards contained within the
product chassis.

“EDU”: External Disk Unit.



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Attachment E




RESPONSIBILITIES
MATRIX FOR SYSTEM ENGINEERING,

IMPLEMENTATION, AND OPTIMIZATION SERVICES




All definitions set forth in the Agreement shall apply to this Attachment E unless otherwise
expressly defined herein. Except as may otherwise be provided in the Agreement or in this
Attachment E, each of the Services identified as Seller’s responsibilities in this Attachment are
offered on a separate billable basis. In the event of any conflicts between the terms set forth in
the body of the Agreement and the terms of this Attachment E, the terms set forth in the body of
the Agreement shall control.



1. Responsibilities Matrix Overview




This Attachment provides high-level descriptions of required Services (including, but not
limited to, engineering Services, operations and maintenance Services, and implementation
Services), and outlines the respective responsibilities concerning the supply, installation, and
commissioning of the Products, Licensed Materials and Services supplied under the Agreement.



Installation and commissioning of the Products, Licensed Materials and Services shall be performed
in accordance with Seller’s reasonable installation and commissioning instructions.



1.1 Seller Responsibilities — General




This section is provided for the convenience of the Parties and shall not be understood to
create any specific obligations upon Seller. Seller’s responsibilities, when requested, shall
include, but shall not be limited to:




	 	§	 	Conducting of analyses to determine the required materials, effort and services
necessary for installation and optimization of the network.
	 
	 	§	 	Installation of certain products, including radio and fixed network equipment (e.g.,
BTS radio equipment, power plant, associated hardware, 5ESS(FPS) and associated switch
equipment).





1.2 Customer Responsibilities — General




Customer’s responsibilities shall include, but shall not be limited to:





	 	§	 	Supplying Seller with all capacity requirements;
	 
	 	§	 	Site search and evaluation; and
	 
	 	§	 	Site acquisition and spectrum clearing.





The responsibilities in this Attachment are grouped into two (2) categories: base transceiver
stations (BTS) and switching systems. Both of these categories are further divided into services
and materials.



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2. Base Transceiver Station (BTS) Responsibilities




This section outlines the responsibilities for services and materials for the BTS
products. Radio network design is separated into two (2) series of activities: preliminary
radio network design and implementation radio network design.



2.1 BTS Services




Note: The following responsibilities are based upon the assumption that Lucent performs
radio network design and installation, and Customer performs Site acquisition. In the event
that this assumption should change, the Parties will capture the revised assumption in the
associated purchase documents and the responsibilities matrix (below), will be updated
accordingly.



2.1.1 Radio Network Design




	 	 	 	 	 	 	 
	 	 	 	 	Customer	 	Seller
	1 .

	 	Define coverage and capacity requirements.
	 	***	 	***
	 
	 	 	 	 	 	 
	2.

	 	Provide coverage and capacity data to Seller.
	 	***	 	***






2.1.2 Implementation Radio Network Design




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Customer	 	Seller
	1.	 	Prepare forecast and location of demand for service.	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	2.	 	Define coverage and capacity requirements.	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	3.	 	Develop phase coverage objectives.	 	***	 	 
	 
	 	 	 	 	 	 	 	 
	4.	 	Develop coverage plan to meet phase coverage objectives (Only if
Lucent performs RF Engineering Design Services).	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	5.	 	Prepare a detailed data sheet for each base station. Information
in the data sheet shall include, but is not limited to:	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	a) Antenna description and configuration	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	b) Effective radiated power	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	c) Antenna radiation center above ground level	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	d) Sector/omni antenna, simplex/duplex, 60 /120 sector and
orientations	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	e) Maximum transmission line loss acceptable	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	f) Vertical beam width (optional)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	g) Down tilt angle (if used), mechanical/electrical	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	h) All relevant BTS parameters	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	i) Site name, Site code and numbers	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	j) Location of base station	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	k) Scheduled in-service date.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	6.	 	Revise predicted coverage and performance as to reflect actual
Sites and design. Provide documentation (Only if Lucent
performs RF Engineering Design Services. If this is not the
case, this shall be a Customer responsibility).	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	7.	 	Review data sheet against equipment capabilities	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	8.	 	Notify Seller of discrepancies, verify accuracy of calculations	 	***	 	***






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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	 	 	 	 	Customer	 	Seller
	 

	 	associated with Seller-provided equipment.	 	 	 	 
	 
	 	 	 	 	 	 
	9.

	 	Clear microwave spectrum for Customer’s use.
	 	***	 	***
	 
	 	 	 	 	 	 
	10.

	 	Notify appropriate regulatory agency of frequency use,
obtain coordination approval.
	 	***	 	***
	 
	 	 	 	 	 	 
	11 .

	 	Notify appropriate regulatory agency of adjacent
channel use, obtain coordination approval.
	 	***	 	***
	 
	 	 	 	 	 	 
	12.

	 	File appropriate notices with FCC.
	 	***	 	***
	 
	 	 	 	 	 	 
	13.

	 	File appropriate notices with FAA for antenna
structure lighting and marking.
	 	***	 	***
	 
	 	 	 	 	 	 
	14.

	 	Design and conduct coverage tests (not part of
acceptance testing)
	 	***	 	***
	 
	 	 	 	 	 	 
	15.

	 	Provide interference guidelines.
	 	***	 	***
	 
	 	 	 	 	 	 
	16.

	 	Compare the coverage of the design, as built, with
requirements, (only if Lucent performs RF Optimization
Services).
	 	***	 	***1






2.1.3 Site Search




	 	 	 	 	 	 	 
	 	 	 	 	Customer	 	Seller
	1.

	 	Release search ring maps.
	 	***	 	***
	 
	 	 	 	 	 	 
	2.

	 	Survey area for possible Sites and prepare Site data files.
	 	***	 	***
	 
	 	 	 	 	 	 
	3.

	 	Evaluate and rank proposed Sites.
	 	***	 	***
	 
	 	 	 	 	 	 
	4.

	 	Drive test candidate Sites.
	 	***	 	***
	 
	 	 	 	 	 	 
	5.

	 	Evaluate drive test results.
	 	***	 	***
	 
	 	 	 	 	 	 
	6.

	 	Approve or reject selected Site.
	 	***	 	***
	 
	 	 	 	 	 	 
	7.

	 	Identify and evaluate Site access and security.
	 	***	 	***
	 
	 	 	 	 	 	 
	8.

	 	Provide Seller with appropriate escort or written permission to proceed without escort
as needed at Customer’s Sites.
	 	***	 	***
	 
	 	 	 	 	 	 
	9.

	 	Negotiate lease with Site owners.
	 	***	 	***
	 
	 	 	 	 	 	 
	10.

	 	Approve and conclude lease contract.
	 	***	 	***






2.1.4 Site Preparation




	 	 	 	 	 	 	 
	 	 	 	 	Customer	 	Seller
	1 .

	 	Provide specific technical requirements for base station design to
Customer based on Radio Network Design.
	 	***	 	***
	 
	 	 	 	 	 	 
	2.

	 	Prepare Civil Engineering Design for Site construction and
provide copy of layout drawings to Seller.
	 	***	 	***
	 
	 	 	 	 	 	 
	3.

	 	Use layout drawings to prepare Bill of Material.
	 	***	 	***
	 
	 	 	 	 	 	 
	4.

	 	Order material per approved Bill of Material
	 	***	 	***
	 
	 	 	 	 	 	 
	5.

	 	Obtain all necessary permits from authorities including,
but not limited to zoning approvals and building permits.
	 	***	 	***
	 
	 	 	 	 	 	 
	6.

	 	Submit all required environmental impact statements.
	 	***	 	***








 




			
	1	 	Where both Customer and Seller are indicated in the matrix, both Parties
shall cooperate until a successful solution is achieved.





PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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	 	 	 	 	Customer	 	Seller
	7.

	 	Complete Site data file.
	 	***
	 	***
	 
	 	 	 	 	 	 
	8.

	 	Evaluate and select construction contractors.
	 	***	 	***
	 
	 	 	 	 	 	 
	9.

	 	Schedule construction work (including building
improvements, AC power, leased lines).
	 	***	 	***
	 
	 	 	 	 	 	 
	10.

	 	Supervise Site construction.
	 	***	 	***
	 
	 	 	 	 	 	 
	11.

	 	Furnish estimated Site Ready for Installation
(SRI) inspection date.
	 	***	 	***
	 
	 	 	 	 	 	 
	12.

	 	Supply Site ready for installation.
	 	***	 	***
	 
	 	 	 	 	 	 
	13.

	 	Conduct inspection of completed construction.
	 	***	 	***
	 
	 	 	 	 	 	 
	14.

	 	Participate in SRI inspection at Site.
	 	***	 	***






2.1.5 BTS Equipment Shelters and Antenna Mounting




	 	 	 	 	 	 	 
	 	 	 	 	Customer	 	Seller
	1 .

	 	Provide design recommendations for equipment shelters.
	 	***	 	***
	 
	 	 	 	 	 	 
	2.

	 	Plan and design outdoor equipment shelters.
	 	***	 	***
	 
	 	 	 	 	 	 
	3.

	 	Produce civil works drawings.
	 	***	 	***
	 
	 	 	 	 	 	 
	4.

	 	Plan and design non-standard support masts.
	 	***	 	***
	 
	 	 	 	 	 	 
	5.

	 	Provide mechanical details (antennas and cable mounting) for
structural review and permitting.
	 	***	 	***
	 
	 	 	 	 	 	 
	6.

	 	Produce non-standard support masts drawings and provide to
Customer.
	 	***	 	***
	 
	 	 	 	 	 	 
	7.

	 	Perform structural analysis of building.
	 	***	 	***
	 
	 	 	 	 	 	 
	8.

	 	Provide floor space (if indoor Site) or pad/plinth (if
outdoor Site).
	 	***	 	***
	 
	 	 	 	 	 	 
	9.

	 	Provide adequate HVAC (if indoor Site).
	 	***	 	***
	 
	 	 	 	 	 	 
	10.

	 	Provide adequate AC power supply.
	 	***	 	***
	 
	 	 	 	 	 	 
	11.

	 	Provide proper electrical grounding
at each Site4.
	 	***	 	***
	 
	 	 	 	 	 	 
	12.

	 	Review locations for special requirements, e.g. fireproof cables
in elevator shafts.
	 	***	 	***
	 
	 	 	 	 	 	 
	13.

	 	Deliver BTS equipment to Site.
	 	***
	 	***

	 
	 	 	 	 	 	 
	14.

	 	Receive and inventory equipment at Site.
	 	***
	 	***

	 
	 	 	 	 	 	 
	15.

	 	Install outdoor equipment shelters.
	 	***	 	***
	 
	 	 	 	 	 	 
	16.

	 	Specify and design custom brackets and other hardware needed
for the antenna and transmission lines.
	 	***	 	***
	 
	 	 	 	 	 	 
	17.

	 	Install custom brackets and other hardware for the antenna
and transmission lines
	 	***	 	***








 




			
	2	 	Grounding is to be completed in accordance with standard grounding
practices, as documented in the Modcell Installation Manual 401-703-300, or in accordance with other Seller approved alternatives.
	 
	3	 	All activities that require special hauling/hoisting and handling are billable to Customer if performed by Seller
(including rooftops).
	 
	***	 	 





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	 	 	 	 	Customer	 	Seller
	18.

	 	Specify and install standard
masts with any necessary structural
reinforcement.
	 	***	 	***
	 
	 	 	 	 	 	 
	19.

	 	Install non-standard masts and any
structural reinforcements, where necessary.
	 	***	 	***
	 
	 	 	 	 	 	 
	20.

	 	Coordinate government inspections.
	 	***	 	***
	 
	 	 	 	 	 	 
	21.

	 	Clean up Site, remove temporary works
and staging , clean all duct work and
ventilation.4 
	 	***	 	***






2.1.6 BTS Site Equipment




(NOTE: X = Seller performs installation; Y = Customer performs installation; X Y =
Responsibility is independent of which Party performs installation)



Seller shall be responsible for the factory testing, packing, delivery of equipment,
installation, testing and commissioning of the BTS equipment and antenna systems.



Seller shall commence implementation and optimization Services at each Site (provided that
Customer has received all the necessary permits, including, but not limited to, zoning
approval, building permits and regulatory approvals, has made the necessary modifications to
prepare the Site, and has made the Site available to Seller as described in this Attachment).



	 	 	 	 	 	 	 
	 	 	 	 	Customer	 	Seller
	1.

	 	Issue Purchase Order to Seller.
	 	***	 	***
	 
	 	 	 	 	 	 
	2.

	 	Review and accept Purchase Order as provided in Agreement.
	 	***	 	***
	 
	 	 	 	 	 	 
	3.

	 	Provide BTS Site equipment Site Preparation Guidelines to Customer, including
Ancillary Equipment.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	4.

	 	Provide Site equipment documentation, including all documentation for
Ancillary Equipment.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	5.

	 	Procure tools and test equipment for acceptance testing.1 
	 	***
	 	***
	 
	 	 	 	 	 	 
	6.

	 	Provide any Seller proprietary connectors or Software that is needed for
Acceptance Testing.
	 	***	 	***
	 
	 	 	 	 	 	 
	7.

	 	Unpack BTS equipment at Site.
	 	***
	 	***
	 
	 	 	 	 	 	 
	8.

	 	Obtain special installation permits (e.g. crane, street blocking).
	 	***	 	***
	 
	 	 	 	 	 	 
	9.

	 	Obtain any special manpower (e.g. flag-man to direct traffic around
crane).
	 	***	 	***
	 
	 	 	 	 	 	 
	10.

	 	Supply skilled manpower, equipment and tools for installation.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	11.

	 	Install radio equipment.4 
	 	***
	 	***
	 
	 	 	 	 	 	 
	12.

	 	Install and test batteries.4 
	 	***
	 	***
	 
	 	 	 	 	 	 
	13.

	 	Connect equipment to grounding systems.
	 	***
	 	***
	 
	 	 	 	 	 	 
	14.

	 	Connect external alarms to BTS.
	 	***
	 	***
	 
	 	 	 	 	 	 
	15.

	 	Terminate antenna feeders onto BTS equipment.4 
	 	***
	 	***
	 
	 	 	 	 	 	 
	16.

	 	Provide connection from BTS to telco connection point.
	 	***
	 	***
	 
	 	 	 	 	 	 
	17.

	 	Perform (as a minimum) voltage standing wave ratio (VSWR) and/or time domain
reflectometer (TDR) test for all coaxial lines and antennas separately and together as
specified.
	 	***	 	***






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	 	 	 	 	Customer	 	Seller
	18.

	 	Label each line with identifiers and weatherproof both ends.
	 	***	 	***
	 
	 	 	 	 	 	 
	19.

	 	Weather-proof all outdoor connections with material suggested by
manufacturer.5 
	 	***	 	***
	 
	 	 	 	 	 	 
	20.

	 	Load frequency and other parameters into equipment.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	21.

	 	Supply replacement spare parts during installation following
Acceptance and within Warranty Period per Agreement.
	 	***	 	***






If Seller is notified by Customer that a Site is ready and finds upon arrival that the
Site is not in material compliance with the criteria indicated in the Site Readiness
Checklist, on the form generally used by Seller for such purpose, or other agreement made by
the Parties, (an “Erroneous Dispatch”) Customer shall pay
to Lucent an additional fee of *** for each such Erroneous Dispatch. If Lucent incurs extraordinary
costs due to an Erroneous Dispatch, Customer agrees to negotiate in good faith appropriate
compensation for such extraordinary costs.



2.2 Materials — BTS




2.2.1 BTS Equipment Shelters and Antenna Mounting



(Note: a = Seller performs installation; b = Customer performs
installation)



(Note: C = CUSTOMER responsibility; S = SELLER responsibility)



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Supply	 	Install	 	Test
	1.

	 	Tower / shelter foundation
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	2.

	 	Tower or building mounting steelworks
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	3.

	 	Lightning protection
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	4.

	 	External feeder routes
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	5.

	 	Grounding system2 
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	6.

	 	Hazard lighting and other associated items onto tower
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	7.

	 	Fences around shelters
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	8.

	 	Paint for antennas and outdoor equipment
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	9.

	 	Main AC power
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	10.

	 	Main AC power distribution panel
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	11.

	 	Equipment room/shelter lighting
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	12.

	 	Wall sockets for general use
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	13.

	 	Air conditioning
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	14.

	 	Temperature alarm
system !	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	15.

	 	Fire/smoke alarm system5 
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	16.

	 	Cable entry ducts (feed through)
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	17.

	 	Intruder alarm system5 
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	18.

	 	Fire extinguisher
	 	***	 	***	 	***








 




			
	5	 	Seller will punch down any alarms supplied by Seller and help test alarm to
switch.





PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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	 	 	 	 	Supply	 	Install	 	Test
	19.

	 	Suitable floor coating (anti-static)
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	20.

	 	Document shelves and other furniture
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	21.

	 	Site inspection exception reports
	 	***
	 	***
	 	***






	 
	2.2.2 BTS Site Equipment







(Note: a = Seller performs installation; b = Customer performs installation)



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Supply	 	Install	 	Test
	1.

	 	Batteries with rack (Lucent provided)
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	2.

	 	BTS equipment
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	3.

	 	***
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	4.

	 	Alarm distribution panel for external alarms
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	5.

	 	Antenna, coaxial cables, and all associated hardware.
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	6.

	 	Duct feed-through boots for waterproofing
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	7.

	 	External alarm cabling from alarm panel to BTS (Lucent
supplies one cable only)
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	8.

	 	Alarm cabling from detectors to alarm panel
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	9.

	 	Alarm cabling from DDF to network element (NE)
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	10.

	 	Cable from BTS to grounding
system2 (Install only)
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	11.

	 	Grounding kits and clamps2 (Install only)
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	12.

	 	Rectifier system
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	13.

	 	DC distribution and (fuse cabinet6)4
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	14.

	 	Power cabling to BTS (from “bays” to cabinet only)
	 	***
	 	***
	 	***
	 
	 	 	 	 	 	 	 	 
	15.

	 	Battery cabling and termination hardware
	 	***
	 	***
	 	***






3. Switching Responsibilities




This section outlines the responsibilities for services and materials for the switching
systems.



3.1 Services — Switching Systems




This section is separated into two (2) sets of activities: switching network element design
and implementation switching network element design.



The switching network element design shall include Customer’s switching requirements and
Seller’s initial network design.



The implementation switching network element design shall include all subsequent Customer
modifications to Seller’s switching network element design.





 




			
	6	 	Fuse cabinet supplied by Customer if in a building.





PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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3.1.1 Switching Network Element Design (MSC//BTS/OMC/NMC)7




	 	 	 	 	 	 	 
	 	 	 	 	Customer	 	Seller
	1.

	 	Define switching requirements.
	 	***	 	***
	 
	 	 	 	 	 	 
	2.

	 	Provide switching requirement data to Seller.
	 	***	 	***
	 
	 	 	 	 	 	 
	3.

	 	Prepare detailed, warranted infrastructure requirement lists and
provide to Customer.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	4.

	 	Provide Customer with reports and information.4
	 	***	 	***






3.1.2 Implementation Switching Network Element Design (MSC/BTS/OMC/NMC)




(NOTE: X = Seller performs installation; Y = Customer performs installation;
XY = Responsibility is independent of which Party performs installation)



	 	 	 	 	 	 	 
	 	 	 	 	Customer	 	Seller
	1.

	 	Provide input from RF design.
	 	***
	 	***

	 
	 	 	 	 	 	 
	2.

	 	Provide equipment Specifications, e.g., interfaces, capacity,
etc.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	3.

	 	Provide infrastructure Specifications (leased lines).4 
	 	***
	 	***
	 
	 	 	 	 	 	 
	4.

	 	Approve infrastructure Specifications (leased lines).
	 	***	 	***
	 
	 	 	 	 	 	 
	5.

	 	Provide telco interconnect Specifications.
	 	***	 	***
	 
	 	 	 	 	 	 
	6.

	 	Approve telco interconnect Specifications.
	 	***	 	***
	 
	 	 	 	 	 	 
	7.

	 	Provide fixed network design Specification, e.g., GOS, MTBF, etc.
	 	***	 	***
	 
	 	 	 	 	 	 
	8.

	 	Conduct economic study of MSC/BTS/OMC configuration.
	 	***
	 	***
	 
	 	 	 	 	 	 
	9.

	 	Design and size MSC/BTS/OMC configuration and provide copy to
Customer.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	10.

	 	Review and approve MSC/ BTS/OMC design, including equipment and
interface compatibility.
	 	***	 	***
	 
	 	 	 	 	 	 
	11.

	 	Revise network design if required.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	12.

	 	Produce civil works drawings for OMC and NMC
	 	***	 	***
	 
	 	 	 	 	 	 
	13.

	 	Provide equipment and Software for OMC.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	14.

	 	Install OMC equipment and Software.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	15.

	 	Test OMC installation.4 
	 	***
	 	***
	 
	 	 	 	 	 	 
	16.

	 	Approve OMC installation.
	 	***	 	***
	 
	 	 	 	 	 	 
	17.

	 	Provide equipment and Software for NMC.4 
	 	***
	 	***
	 
	 	 	 	 	 	 
	18.

	 	Install NMC equipment and Software.4 
	 	***
	 	***
	 
	 	 	 	 	 	 
	19.

	 	Test NMC installation.4 
	 	***
	 	***
	 
	 	 	 	 	 	 
	20.

	 	Approve NMC installation.
	 	***	 	***








 




			
	7	MSC: Mobile Switching Center; BTS: Base Transceiver Station; OMC:
Operations Maintenance Center; NMC: Network Maintenance  Center	 	 





PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





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3.1.3 Site Search




	 	 	 	 	 	 	 
	 	 	 	 	Customer	 	Seller
	1.

	 	Search for and identify possible Sites.
	 	***	 	***
	 
	 	 	 	 	 	 
	2.

	 	Pre-survey selected locations.
	 	***	 	***
	 
	 	 	 	 	 	 
	3.

	 	Hold technical review at Sites with fixed network engineer, Site acquisition and
preparation specialists and Seller representative to identify all technical
requirements from all Parties to determine feasibility of Site.
	 	***		***
	 
	 	 	 	 	 	 
	4.

	 	Examine Site for suitability, noting ease of access to equipment.4
	 	***	 	***
	 
	 	 	 	 	 	 
	5.

	 	Make Site selection or perform Site search again.
	 	***	 	***
	 
	 	 	 	 	 	 
	6.

	 	Identify and evaluate Site access and security.
	 	***	 	***
	 
	 	 	 	 	 	 
	7.

	 	Negotiate terms and conditions of lease with Site owners.
	 	***	 	***
	 
	 	 	 	 	 	 
	8.

	 	Finalize lease contract.
	 	***	 	***






3.1.4 Site Preparation



In the event Customer elects to contract with Lucent to provide engineering and
construction of the facility which will house the switch and access manager, the following
matrix will be restructured:




	 	 	 	 	 	 	 
	 	 	 	 	Customer	 	Seller
	1.

	 	Define technical system requirements for floor space, floor loading, heat
load.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	2.

	 	Determine overhead or floor cabling.
	 	***	 	***
	 
	 	 	 	 	 	 
	3.

	 	Determine raised floor or not.
	 	***	 	***
	 
	 	 	 	 	 	 
	4.

	 	Select air conditioning system to be used.
	 	***	 	***
	 
	 	 	 	 	 	 
	5.

	 	Obtain requirements for equipment rooms, power, standard connectors,
levels, impedance’s etc. and provide copy to Seller.
	 	***	 	***
	 
	 	 	 	 	 	 
	6.

	 	Design and furnish equipment room or space for telco line connections and
provide layout drawings to Seller.
	 	***	 	***
	 
	 	 	 	 	 	 
	7.

	 	Provide layout design for equipment installation. 4 
	 	***	 	***
	 
	 	 	 	 	 	 
	8.

	 	Produce civil works drawings.
	 	***	 	***
	 
	 	 	 	 	 	 
	9.

	 	Review and approve typical layout plan for supplier equipment.
	 	***	 	***
	 
	 	 	 	 	 	 
	10.

	 	Complete detailed installation designs for each MSC/OMC. 4 
	 	***	 	***
	 
	 	 	 	 	 	 
	11.

	 	Obtain all necessary permissions from authorities.
	 	***	 	***
	 
	 	 	 	 	 	 
	12.

	 	Prepare request for proposal documents for construction bids.
	 	***	 	***
	 
	 	 	 	 	 	 
	13.

	 	Evaluate and select construction contractors.
	 	***	 	***
	 
	 	 	 	 	 	 
	14.

	 	Supervise Site construction.
	 	***	 	***
	 
	 	 	 	 	 	 
	15.

	 	Provide fire protection system with alarms.
	 	***	 	***
	 
	 	 	 	 	 	 
	16.

	 	Install security alarms.
	 	***	 	***
	 
	 	 	 	 	 	 
	17.

	 	Install external alarms.
	 	***	 	***
	 
	 	 	 	 	 	 
	18.

	 	Provide alarm panel.
	 	***	 	***
	 
	 	 	 	 	 	 
	19.

	 	Determine emergency power back-up requirements based on size, market
requirements, and reserve capacity.
	 	***	 	***






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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	 	 	 	 	Customer	 	Seller
	20.

	 	Provide backup power system
	 	***	 	***
	 
	 	 	 	 	 	 
	21.

	 	Provide any particular design requirements for power plant to
Customer.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	22.

	 	Perform all civil works preparation for power plant.
	 	***	 	***
	 
	 	 	 	 	 	 
	23.

	 	Provide leased lines to telco termination point (telco to
provide).
	 	***	 	***
	 
	 	 	 	 	 	 
	24.

	 	Provide main power.
	 	***	 	***
	 
	 	 	 	 	 	 
	25.

	 	Approve completed Site construction.
	 	***	 	***
	 
	 	 	 	 	 	 
	26.

	 	Inspect buildings for readiness and approve completed Sites.
	 	***	 	***






3.1.5 Switching Hardware and Software



Seller shall be responsible for the factory testing, packing, delivery, unpacking,
installation, testing and commissioning of MSC and OMC hardware and software. Customer shall be
responsible for acceptance testing Customer wishes to perform.



Prior to delivery of any equipment, Customer must first issue a Purchase Order. Seller must then
review and accept the Purchase Order as provided in the Agreement.




	 	 	 	 	 	 	 
	 	 	 	 	Customer	 	Seller
	1.

	 	Specify MSC equipment per Site based on approved fixed network design,
including trunk and slot assignments.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	2.

	 	Prepare plan for testing of network element integration and provide to
Customer for review. 4
	 	***	 	***
	 
	 	 	 	 	 	 
	3.

	 	Review test plan, agree to changes and approve test plans.
	 	***	 	***
	 
	 	 	 	 	 	 
	4.

	 	Perform integration tests. 4
	 	***	 	***
	 
	 	 	 	 	 	 
	5.

	 	Record results of tests for review. 4
	 	***	 	***
	 
	 	 	 	 	 	 
	6.

	 	Review test results.
	 	***	 	***
	 
	 	 	 	 	 	 
	7.

	 	Connect fire, security, and external alarms to alarm panel.
	 	***	 	***
	 
	 	 	 	 	 	 
	8.

	 	Connect alarm panel to NE.
	 	***	 	***
	 
	 	 	 	 	 	 
	9.

	 	Provide schedule with building-ready dates.
	 	***	 	***
	 
	 	 	 	 	 	 
	10.

	 	Provide for temporary storage of incidental equipment.
	 	***	 	***
	 
	 	 	 	 	 	 
	11.

	 	Provide for warehouse storage.
	 	***	 	***
	 
	 	 	 	 	 	 
	12.

	 	Provide Customer with schedule of equipment delivery dates.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	13.

	 	Establish start of work and completion dates.
	 	***	 	***
	 
	 	 	 	 	 	 
	14.

	 	Review, change or approve installation schedule and plans.
	 	***	 	***
	 
	 	 	 	 	 	 
	15.

	 	Deliver, inventory and unpack all MSC equipment to Sites4 
	 	***	 	***
	 
	 	 	 	 	 	 
	16.

	 	Provide Site preparation guidelines for the MSC equipment. Guidelines shall
include, but shall not be limited to: telco and Tl Link requirements; DC, AC, and emergency power requirements; floor space requirements; HVAC requirements;
grounding and lightning protection specifications; alarm interface requirements.
4
	 	***	 	***
	 
	 	 	 	 	 	 
	17.

	 	Provide Site preparation guidelines for the MSC equipment (subject to
Customer’s approval). Guidelines shall include but shall not be limited to:
	 	***	 	***
	 

	 	BTS-MSC link requirements; DC, AC,	 	 	 	 






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	 	and emergency power requirements; floor space
requirements; HVAC requirements; antenna and combiner
requirements; tower requirements; grounding and lightening
protection specifications; alarm interface requirements.4 	 	 	 	 
	 	 	 	 	Customer	 	Seller
	 
	 	 	 	 	 	 
	18 .

	 	Install all MSC equipment. 4 
	 	***	 	***
	 
	 	 	 	 	 	 
	19.

	 	Provide Site preparation guidelines for the OMC equipment.
4
	 	***	 	***
	 
	 	 	 	 	 	 
	20.

	 	Install all OMC hardware and Software. 4 
	 	***	 	***
	 
	 	 	 	 	 	 
	21 .

	 	Arrange for hauling and hoisting (including special permits
for parking, street closures, etc.).
	 	***	 	***
	 
	 	 	 	 	 	 
	22.

	 	Furnish installation tools, test equipment and supplies.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	23.

	 	Load test batteries. 4 
	 	***	 	***
	 
	 	 	 	 	 	 
	24.

	 	Maintain clean room during installation.
	 	***	 	***
	 
	 	 	 	 	 	 
	25.

	 	Clean floor area & blow out air conditioning system.
	 	***	 	***
	 
	 	 	 	 	 	 
	26.

	 	Maintain security during
installation.
	 	***	 	***
	 
	 	 	 	 	 	 
	27.

	 	Provide access and leased line test point to telco (monitor
test points to telco).
	 	***	 	***
	 
	 	 	 	 	 	 

	28.


	 	Provide test procedures for routing of all access and leased
lines to Customer for review. 4 
	 	***	 	***
	 
	 	 	 	 	 	 
	29.

	 	Review test procedures (change or approve).
	 	***	 	***
	 
	 	 	 	 	 	 
	30.

	 	Perform access and leased line tests and record results.
	 	***	 	***
	 
	 	 	 	 	 	 
	31 .

	 	Request repair as necessary.
	 	***	 	***
	 
	 	 	 	 	 	 
	32.

	 	Escalate repair request as necessary to get results.
	 	***	 	***
	 
	 	 	 	 	 	 
	33 .

	 	Perform tests and record results. 4 
	 	***	 	***
	 
	 	 	 	 	 	 
	34.

	 	Participate in testing.
	 	***	 	***
	 
	 	 	 	 	 	 
	35.

	 	Review test results.
	 	***	 	***
	 
	 	 	 	 	 	 
	36.

	 	Accept or reject test results.
	 	***	 	***
	 
	 	 	 	 	 	 
	37.

	 	Define non-Seller supplied administrative system requirements,
i.e., billing system, network management system.
	 	***	 	***
	 
	 	 	 	 	 	 
	38.

	 	Provide written status reports during installation.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	39.

	 	Provide material list to Customer for the Site.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	40.

	 	Provide manuals, drawings, and non-proprietary documentation
for all equipment to the satisfaction of Customer. Includes manual,
drawings, and non-proprietary for third party equipment used in all
network elements supplied by Seller.
	 	***	 	***
	 
	 	 	 	 	 	 
	41.

	 	Accept documentation as provided or request changes,
additions.
	 	***	 	***
	 
	 	 	 	 	 	 
	42.

	 	Prepare Punch List.
	 	***	 	***
	 
	 	 	 	 	 	 
	43 .

	 	Correct deficiencies in Punch List. 4 
	 	***	 	***
	 
	 	 	 	 	 	 
	44.

	 	Accept equipment.
	 	***	 	***
	 
	 	 	 	 	 	 
	45.

	 	Turn up equipment for service.
	 	***	 	***
	 
	 	 	 	 	 	 
	46.

	 	Monitor performance.
	 	***	 	***
	 
	 	 	 	 	 	 
	47.

	 	Perform corrective action as necessary.
	 	***	 	***
	 
	 	 	 	 	 	 
	48.

	 	Develop and install non-Seller administrative system interfaces
and software to meet Customer requirements.
	 	***	 	***
	 
	 	 	 	 	 	 
	49.

	 	Provide interface documentation with regard to Seller-provided
equipment. 4 
	 	***	 	***
	 
	 	 	 	 	 	 
	50.

	 	Develop test plan for interface testing of administrative
systems.
	 	***	 	***






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	 	 	 	 	Customer	 	Seller
	51 .

	 	Review and comment on interface testing of administrative
systems.
	 	***	 	***
	 
	 	 	 	 	 	 
	52.

	 	Perform interface tests according to test plan
(not part of Acceptance Tests).
	 	***	 	***
	 
	 	 	 	 	 	 
	53.

	 	Supply replacement spare parts during
installation-following acceptance and within Warranty
Period per Agreement.4 
	 	***	 	***






3.1.6 Leased Lines




	 	 	 	 	 	 	 
	 	 	 	 	Customer	 	Seller
	1.

	 	Identify traffic capacity of network elements.4 
	 	***	 	***
	 
	 	 	 	 	 	 
	2.

	 	Identify end points for lease lines.
	 	***	 	***
	 
	 	 	 	 	 	 
	3.

	 	Identify diverse routing requirements.
	 	***	 	***
	 
	 	 	 	 	 	 
	4.

	 	Provide dimensioning rules and interface requirements.
	 	***	 	***
	 
	 	 	 	 	 	 
	5.

	 	Develop schedule of required in-service date for each circuit.
	 	***	 	***
	 
	 	 	 	 	 	 
	6.

	 	Enter lease line orders to telco and conduct follow-up.
	 	***	 	***
	 
	 	 	 	 	 	 
	7.

	 	Notify Seller if schedules change due to telco delay.
	 	***	 	***
	 
	 	 	 	 	 	 
	8.

	 	Provide access and oversee telco installation of leased lines.
	 	***	 	***
	 
	 	 	 	 	 	 
	9.

	 	Perform short-term (approximately 15 minutes) bit error rate and
other line testing. (Lucent recommendation would be that these test should
be taken for 8 hours or above at minimum)
	 	***	 	***
	 
	 	 	 	 	 	 
	10.

	 	Review test results and determine problem resolution.
	 	***	 	***






3.2 Materials — Switching




(Note: a = Seller performs installation; b = Customer performs installation)




(Note: C = CUSTOMER responsibility; S = SELLER responsibility)




3.2.1 Switching Site Equipment (MSC/HLR/OMC/NMC)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Supply	 	Install	 	Test
	1.

	 	MSC/HLR/ hardware and software
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	2.

	 	OMC and NMC hardware and software
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	3.

	 	Standby generator and no break & transfer switch
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	4.

	 	Main power, including power plant
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	5.

	 	Lighting
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	6.

	 	Wall sockets for general use
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	7.

	 	Grounding system
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	8.

	 	AC Distribution
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	9.

	 	Cable trays and supporting steelworks or raised floor
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	10.

	 	Alarm distribution panel for external alarms
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	11.

	 	Cabling between NEs and MSC
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	12.

	 	Cabling between MSC and Telco termination point
	 	***	 	***	 	***






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	 	 	 	 	Supply	 	Install	 	Test
	13.

	 	Workstation and printer cabling to network elements
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	14.

	 	Rectifiers, batteries, cabling
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	15.

	 	Modem cabling from PDE racks
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	16.

	 	Modem
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	17.

	 	External alarm cabling from MSC to alarm panel
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	18.

	 	Alarm cabling from PDE racks
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	19.

	 	Ground cabling8 
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	20.

	 	Rectifier system
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	21.

	 	DC distribution and fuse cabinet
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	22.

	 	Power cabling to the switching equipment
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	23.

	 	Batteries with rack
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	24.

	 	Battery cabling and termination
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	25.

	 	UPS system for the Switches and peripheral devices
	 	***	 	***	 	***
	 
	 	 	 	 	 	 	 	 
	26.

	 	Battery load testing
	 	***	 	***	 	***








 




			
	8	 	Equipment supplied by Customer must conform to Lucent MSC grounding
practices, as documented in ED-5D022- 11.





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Attachment F




CHANGE MANAGEMENT PROCESS



The change
management process set forth in this Attachment F (“
Change Management Process ”)
supplements the terms set forth in Sections 1.7 and 1.8 of the Agreement and, together with the
terms set forth in such Sections, sets forth the only authorized mechanism to request and approve
changes to accepted Purchase Orders. The persons authorized to request and/or approve changes for
and on behalf of each party are identified in Attachment 2 to this Attachment F. All work
identified and performed through the Change Management Process will be governed by the terms and
conditions of the Agreement.



For Customer- or Seller-initiated change requests (each, a “Change Request”), the following
process will be followed:





	1.	 	CUSTOMER-INITIATED CHANGE REQUESTS






	a)	 	To request a change, Customer’s authorized person will prepare and submit a Change Order
Request and Authorization form, a sample copy of which is attached hereto as Attachment 1
(the “CORA”), to Seller’s designated
individual, normally the Program Manager (the
“PM”). Once
Customer completes the CORA and submits it to Seller, it shall constitute a Change Request.
In the event that a Change Request has been directed to someone other than the PM, the
recipient will facilitate linkage to the PM in a timely manner. The CORA form is the sole document
used for initiating a Change Request and recording changes to a Purchase Order.
	 
	b)	 	Upon receipt of a Change Request, the PM will provide Seller’s contract administration
manager (the “CAM”) a copy of the Change Request. The PM will determine the impact of the change
(pricing, scheduling, etc.), if any, utilizing the appropriate Seller personnel (i.e.,
Seller’s technical consultants, engineering, installation, etc.). Seller’s personnel will provide the
appropriate feedback to the PM or return the completed Change Request for review and signature by the
PM. The PM will sign (on behalf of Seller) and forward the Change Request to Customer.
Seller’s response to the Change Request (the “Change Response”) will be provided to Customer in a
timely manner, but not longer than *** Business Days following Seller’s receipt of the
Change Request from Customer, unless otherwise mutually agreed to by both Parties. If
necessary, Customer’s authorized person and the PM will negotiate any open issues relative
to the Change Request. If Customer accepts and agrees to the Change Response, Customer will execute
the Change Response and return it to the PM. Such Change Response, after execution by
Customer’s authorized person, shall be deemed a “Change Order”. Electronic acceptance of a
Change Response will be binding on Customer notwithstanding the absence of a signature.
	 
	c)	 	The Change Order authorizes Seller to implement the changes described therein and to invoice
for such work. Execution of a Change Order by one of Customer’s authorized persons and the
PM means the individual signing has the authority to authorize the changes described
therein, including pricing changes, if any.
	 
	d)	 	Upon receipt of the Change Order, the PM will notify the appropriate Seller personnel to
proceed with the requirements set forth in the Change Order. Upon completion of its requirements,
Seller shall invoice the Customer.
	 
	e)	 	If the Parties cannot agree on a Change Response, the procedures outlined in Section 1.7(b)
of the Agreement shall apply.





PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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	2	 	SELLER-INITIATED CHANGE REQUESTS
	 
	a)	 	To request a change (which Seller shall have the right to do
only as provided in Section
1.8(a) of the Agreement), Seller’s authorized person will prepare and submit a CORA form to Customer
for review and approval. Once Seller completes and submits the CORA to Customer, it shall
constitute a Change Request.
	 
	b)	 	Upon receipt of the Change Request, Customer will evaluate it and, if accepted, Customer’s
authorized person will execute the Change Request. Once Customer executes the Change
Request and submits it to Seller, it shall constitute a Change Order. Execution of a
Change Request by Customer’s authorized person means the individual signing has the authority to
authorize the changes described therein including pricing changes, if any. Customer will
accept or reject any Seller-initiated Change Request as soon as practical, but no later than *** Business Days from Customer’s receipt of the Change Request from Seller, unless otherwise
mutually agreed to by both Parties. Upon receipt of the Change Order, the PM will notify
the appropriate Seller personnel to proceed with the requirements set forth in the Change Order
and, upon completion, invoice Customer.
	 
	c)	 	If Customer rejects any Seller Change Request, a written explanation detailing the reasons
for the rejection will be provided by Customer to Seller within *** Business Days after
receipt of the Change Request by Customer. The PM may meet with Customer to resolve such rejection. If
the Parties still cannot agree on the Seller Change Request, the procedures outlined in
Section 1.8(b) of the Agreement shall apply
	 
	3.	 	CHANGE ORDER TRACKING




The Seller CAM will be responsible for tracking all Change Requests throughout the entire
process from the point of origination through the invoicing and payment cycle.




Attachment — 1 CHANGE ORDER REQUEST & AUTHORIZATION FORM




[Attached Hereto]




PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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THIS CHANGE REQUEST IS:




o Customer Initiated

o Lucent Initiated




ATTACHMENT 1

CHANGE ORDER REQUEST & AUTHORIZATION FORM — 1




Agreement No.                                        




	 	 	 	 	 	 	 
	Change Request Tracking No:

	 	
	 	Date of Request:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Requester’s Name:

	 	 	 	Telephone:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Customer:

	 	 	 	Orig. Customer PO No:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Address:

	 	 	 	Customer Request Date:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Lucent Order No:

	 	 	 	Project/Office Name:	 	 
	 

	 	 
	 	 	 	 





Type
of Change:




	 	 	 	 	 
	o Engineering Only

	 	o Engineering / Material
	 	o Material Only
	o Installation Only

	 	o Engineering / Material / Installation
	 	oInstallation /Material
	o Engineering / Installation

	 	o Other:                           	 	 






Description of Work / Change:






      
 
 






	 	 	 	 	 
	Customer Required Material / Services Interval: 
	o Standard Interval

	 	o Expedited Interval
	 	o Not Applicable
	Customer Required Transportation Level :
	o Standard Shipment

	 	o Premium Shipment
	 	o Not Applicable
	Schedule Impact: 






	 	 	 	 	 	 	 	 	 
	 	 	Original Completion
Date:                          	 	Revised Completion
Date:                          
	 
	 	 	 	 	 	 	 	 
	Price:

	 	Engineering
	 	 	 	Bill To:
	 

	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Material	 	 	 	 	 	 
	 

	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Installation	 	 	 	 	 	 
	 

	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Transportation	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Other*
	 	 	 	Ship To:	 	 
	 

	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 







 




			
	 	*See Attached for Details	 





	 	 	 	 	 	 	 	 	 
	 

	 	Price:	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 





Customer hereby acknowledges that this change order request is either a change to the
original order or is an addition to the work to which the parties have already agreed. The
terms and conditions of the Agreement identified above will cover the work provided herein.
Customer understands and acknowledges that the price of this work is not covered under any
purchase order or included in the Agreement identified above. Customer agrees that this fully
executed change order request will serve as the authorization for work and for payment.
Customer certifies that he/she has the authority to authorize this work and the additional
cost.



o the signature below indicates that lucent is hereby
authorized to proceed with the change




Authorization & Approval




	 	 	 	 	 	 	 
	Customer:

	 	 	 	 	 	Lucent Technologies Inc. 
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	Signed:

	 	 	 	Signed:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name (Print):

	 	 	 	Name (Print) :	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 





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Attachment — 2 PERSONS AUTHORIZED TO REQUEST AND ACCEPT CHANGE REQUESTS




For Customer:




Sheila Teter




For Seller:



Lucent Program Manager for the local market




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Attachment G




 REPAIR AND EXCHANGE SERVICES



Capitalized terms used in this Attachment shall have the meanings ascribed to them in the
Agreement unless otherwise defined in this Attachment.




1. MAINTENANCE DEFINITIONS



“Coverage
Period” shall mean the times of day and the days of the week during which Repair &
Exchange Services (“RES”) will be provided, which is 12:00:01 AM Sunday through 11:59:59 PM
Saturday, including holidays.




2. REPAIR & EXCHANGE SERVICES



RES involves Seller’s repair or exchange of defective, Customer-owned, Seller-manufactured
and Seller-supplied non-Lucent manufactured hardware and Parts.



RES are
priced and sold on a per-system basis; such pricing is set forth in
Attachment J. All
Parts that comprise the covered system will carry the same Coverage Period and Response Time
levels.



The RES program only provides for the repair or exchange of Parts and does not include any
accompanying technical or installation services of any kind.




 (A) RES DEFINITIONS




“Part” , also referred to as a “Field
Replaceable Unit” or “FRU”, shall mean the Product
assembly or subassembly that can reasonably be removed from service and/or installed without the
use of uncommon tools and/or methods. Seller, acting reasonably, shall define the composition of
Parts to be exchanged or Repaired. Each type of Part will be assigned an identifier to distinguish
it for a particular Function or purpose. This Part identifier will be used in communications
between Customer and Seller when discussing Part(s) to be Repaired or exchanged. All replacement
Parts will be like-for-like, except where Seller reasonably determines that a replacement Part of a
different type is fully-compatible with the Form, Fit, Function and performance capabilities of the
defective Part being replaced. Each Part will also have an assigned serial number to uniquely
identify and distinguish it from other Parts of similar type. Customer must always return the Part
reported as suspected faulty and requested for exchange.



“Part Request” or “PR” shall mean a record created by Seller that evidences Seller’s authorization
for a Part to be repaired or exchanged according to the terms of this Attachment.



“Repair” shall mean the diagnosis and replacement or reconfiguration of components necessary to
restore Part(s) to their original published operating specifications. Repair may include, in
Seller’s reasonable discretion, the replacement of the entire Part with a like-for-like replacement
Part. Replacement Parts may be new, remanufactured, refurbished or used and certified as




PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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meeting like-new operating standards. Any returned Part will become the property of Seller
(and the replacement Part shall become the property of Customer).



“Response Time” shall mean the elapsed time during the Coverage Period from when Seller determines
that a Part is suspected faulty until the replacement Part is delivered to Customer or until an
attempt is made to deliver the replacement Part per Customer’s instructions.




(B) RES REQUIREMENTS



***



Except where Products are covered under RES at the commencement date of this Agreement, no less
than forty-five (45) days prior to the commencement of the Agreement, Customer will provide to
Seller on Seller’s service start form the following Product detail for each Product to be
supported:





	 	•	 	Seller assigned Product identification
	 
	 	•	 	Product description
	 
	 	•	 	Product serial number
	 
	 	•	 	Product address (equipment site)
	 
	 	•	 	Product configuration (Parts listing)
	 
	 	•	 	Seller assigned Part identification
	 
	 	•	 	Part serial number




Seller will initiate a Part Request only after: (1) a Seller technical support engineer determines
that a Part is suspected to be (or actually is) faulty; (2) Customer has successfully diagnosed
and isolated a faulty Part, OR (3) a Seller technical support engineer acknowledges Customer’s
analysis and identifies the suspected faulty Part identification number or code.




(C) RES EXCLUSIONS



The following items and conditions are excluded from RES:





	 	•	 	Conditions in the Product or its Parts that existed prior to the term of the Agreement,
unless such condition existed during the term of a prior agreement between Customer and
Seller. However, such prior agreement must have been continuous, without any lapse of
coverage, up until this Agreement.
	 
	 	•	 	Defects or malfunctions caused solely by: (1) actions of non-Lucent personnel and/or
Subcontractors; (2) failure to follow the manufacturer’s published installation, operation,
or maintenance instructions; (3) failure of products not serviced by Seller; (4) abuse,
misuse, or negligent acts of non-Lucent personnel and/or Subcontractors.
	 
	 	•	 	Defects or malfunctions that include: (1) modifications made by non-Lucent personnel
and/or Subcontractors; or (2) defects or malfunctions caused by
the attachment of products
not supplied or recommended by Seller.
	 
	 	•	 	Passive and mounting hardware including, but not limited to, cables, cable assemblies,
cords, brackets, bezels, face plates, adapters, panels, or labels.
	 
	 	•	 	Consumables including, but not limited to, fuses, batteries, air filters, or
transformers.





PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




2









 







	 	•	 	Documentation or software in all media forms.




In addition, Radio Frequency Units (RFU) are specifically excluded from coverage under RES.




3. ADVANCED EXCHANGE



Seller will provide, upon receiving and accepting Customer’s PR, a replacement Part in
advanced exchange of receiving a reported-defective Part from
Customer (“Advanced Exchange”).
Seller will arrange for the delivery of replacement Part(s) to Customer’s equipment site within
the Response Time period specified in Attachment D.



Customer may direct Seller to deliver Advanced Exchange material to a location other than the
equipment site, provided Customer identifies the alternate ship-to location before the PR is
accepted by Seller.



Upon receiving the replacement Part, Customer will return the reported defective Part to Seller
within ***. Seller will provide shipping instructions and pre-paid
shipping labels for this purpose. Customer will follow the shipping instructions for returning
defective Parts to Seller, and will use the return label that Seller or its authorized logistics
agent has provided. Customer’s failure to follow the return instructions and/or use the provided
return label will be treated by Seller as an unreturned Part.



Customer is responsible for including all mutually agreed documentation with returned Parts
including failure description, diagnostic test results, or some other indication suggesting that a
Part was suspected to be (or actually is) faulty or in need of replacement. Exchanged parts
returned to Seller without such accompanying documentation may be subject to additional charges
for diagnostic testing.



Customer is responsible for providing adequate packing material to protect against a reasonable
risk of damage that might occur during shipping by common carrier. If Customer fails to return the
reported defective Part to Seller within *** or returns a Part that was
damaged during shipping due to improper packing, Customer agrees to pay Seller the applicable
price under this Agreement for the Advanced Exchange item(s) and US *** in restocking
fees.



Prior to the commencement of any Advanced Exchange services, Customer agrees to provide a blanket
Purchase Order to Seller as payment authorization for unreturned defective Parts or other charges
as specified in this Attachment.




NEXT DAY ADVANCED EXCHANGE (AE-ND) (Response Times)



Seller will provide Advanced Exchange services the next calendar day following receipt of a PR
as determined by the time zone of the equipment location during the Coverage Period provided that
the PR is opened and accepted prior to 5:00 PM local time as determined by the time zone of the
equipment location. Parts Requests that are received and accepted after 5:00 PM will be considered
received on the following day. Parts that require custom configuration or software installation
will be shipped for delivery on *** following the PR.




PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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PRICING



Please see Attachment J.




DISCLAIMER



No obligation to provide the Service described in this Attachment arises unless a Purchase Order
for the Service has been placed by Customer and accepted by Seller. This Attachment will in no
event create or imply any obligations with respect to work activities that are not specified in
this Attachment. Any additional Services or assistance requested by Customer that are not specified
in this Attachment must be ordered separately and billed at the then-applicable rates under the
Agreement.




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4










 





Attachment H 




PRODUCT STANDARD INTERVALS



Seller’s Standard Intervals are predicated on Customer’s forecasting Product needs in
accordance with Section 1.5 of the Agreement, entitled PLANNING INFORMATION.



Seller reserves the right to modify, amend, or change the Standard Interval objectives at any
time, provided Seller is doing so in the course of its normal business for all of its customers,
however, in no event will any such modified, amended, or changed Standard Interval apply to
Purchase Orders that have been issued and accepted in accordance with the terms and conditions of
this Agreement. For Products not identified below, Seller shall provide Customer with Standard
Intervals for such Product upon Customer’s request and this Attachment H shall be updated
accordingly.



The intervals in the following tables shall apply to Purchase Orders for new Product sales only.
Intervals for moves, de-installations, combinations or migrations of existing products shall be as
mutually agreed between the Parties. In addition, the following conditions shall apply:





	•	 	The *** interval for Quote Preparation begins when Customer has provided
information necessary for Seller to prepare the Quote, or when the Parties have agreed to
configurations. Any change to such information or configuration would reset the Quote Preparation interval.
	 
	•	 	Products must be generally available and quotable
	 
	•	 	The Standard Intervals set forth below shall not apply to items that are not standard
orderable items (e.g., sub-components) or items that do not have assigned comcodes.





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1









 








DRAFT — Subject to legal review and approval by the Parties




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TIME IN WEEKS	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	INSTALL	 	TOTAL
	LUCENT	 	QUOTE	 	LUCENT	 	LUCENT	 	LUCENT	 	NORMAL	 	(INCLUDING	 	INTERVAL
	PRODUCT	 	PREPARATION	 	PO	 	ENGINEERING	 	MANUFACTURING	 	SHIP	 	INTEGRATION)	 	WEEKS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	*** 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.


Draft #2

May 16, 2005

34vl





-2-









 





***




PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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Attachment
I




CELL SITE SELF-INSTALL AGREEMENT




INFORMATION LICENSE TERMS

CONCERNING SELF-INSTALLATION



Capitalized terms used herein shall have the meanings ascribed to them in the Agreement
unless otherwise defined in this Attachment. In case of any conflict between the provisions of
this Attachment and of the Agreement or any other Attachment, the provisions of this Attachment
shall take precedence, but only with respect to the INFORMATION and its use.




ARTICLE I

ITEMS TO BE FURNISHED





	1.01	 	Seller shall furnish to Customer technical information, including Software, if any, relating to installation and testing of Seller’s Products as set
forth in the Schedule to this Attachment
(“IN-INFORMATION”).
With the delivery of the INFORMATION, Customer shall also be furnished
a list, which identifies the INFORMATION delivered. Seller and Customer shall promptly notify each other of any inaccuracies in the list. All
information specified on said list shall be
deemed to be part of the INFORMATION with
the following qualification: if, within thirty (30)
days after receipt of the list, Customer shall give
Seller written notice specifying particular
 INFORMATION identified therein which was not
actually received, Seller promptly shall deliver
such INFORMATION to Customer, but such
specified information shall be deemed excluded
from the list until such information is actually
received by Customer.





ARTICLE II

GRANT OF RIGHTS TO USE INFORMATION





	2.01	 	Seller grants to Customer and its Affiliates a
personal temporary nontransferable (except as
provided in Section 1.27 of the Agreement) and
nonexclusive right to use the INFORMATION
solely to install and test wireless base stations
listed in the Schedule for Customer during the
Term of the Agreement, including Renewal Terms, and during the Transition Period, provided that Seller is the breaching party. With respect to any Software that is part of the INFORMATION, the license herein granted is limited to use on a Designated Processor or, temporarily on any comparable replacement, if the 3.04
Designated Processor becomes inoperative, until
the Designated Processor is restored to operational status. This Attachment does not give
Customer the right to furnish or sublicense the INFORMATION to third parties or to use the INFORMATION for any purpose or any third parties other
than as specified in this Attachment. Customer may not disclose the INFORMATION to its consultants
or contractors. For purposes hereof, “Affiliate” of Customer shall be as defined in the Agreement.
	 
	2.02	 	Customer agrees that it will not, without the prior written consent of Seller, transmit, directly
or indirectly, the INFORMATION, or any portion thereof, to any country outside of the United
States. Customer agrees that its obligation under this Section 2.02 shall survive and continue
after any termination of Customer’s rights under this Attachment and after expiration of this
Attachment. In the event that use in another country is authorized by Seller, Customer shall be
responsible for compliance with all U.S. export rules and regulations applicable to any
transmission, direct or indirect, of the INFORMATION to such country.





ARTICLE III

FEES AND PAYMENT





	3.01	 	For the rights in INFORMATION granted under this Attachment by Seller to Customer, Customer
shall pay to Seller the fees and/or other charges set forth in the Schedule. Such fees and/or other
charges are not inclusive of applicable transportation charges and taxes.
	 
	3.02	 	Customer shall pay invoiced amounts as set forth in Section 1.10 of the Agreement.
	 
	3.03	 	The payment of taxes shall be as set forth in Section 1.16 of the Agreement.
	 
	3.04	 	Unless otherwise expressly agreed in writing by Seller, expenses for any transportation and
insurance of all INFORMATION arranged and initially paid for by Seller shall be billed to 





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 -1- 









 









Customer as a separate item and shall be paid by Customer.



ARTICLE IV

MISCELLANEOUS PROVISIONS





	4.01	 	The terms of the Agreement, including this Attachment, shall prevail in the event of any conflicting terms or legends which may appear on
the INFORMATION furnished under this Attachment.
	 
	4.02	 	Except as Seller may otherwise agree in writing,
neither the execution of the Agreement nor anything in it or in the INFORMATION shall be
construed as an obligation upon Seller to furnish
any person, including Customer, any assistance
of any kind whatsoever, or any information other
than the INFORMATION, or to revise, supplement or elaborate upon the INFORMATION. If
Seller makes available training and/or other assistance with respect to use of the INFORMATION , unless otherwise agreed in writing, such
Services shall be provided according to the terms
and conditions of the Agreement. Customer shall
furnish to Seller the CLLI code and the commonly referred to name of the MSC (in case of
wireless) or the central office that the equipment
is connected to or in when requesting assistance.
	 
	4.03	 	Customer acknowledges that Seller has not attempted to ascertain Customer’s technical ability
to properly use the INFORMATION.


	 
	4.04	 	Seller represents and warrants to Customer that
the INFORMATION to be furnished under this
Attachment will be true and accurate, but Seller
shall not be liable for errors or omissions therein.
EXCEPT AS PROVIDED IN THIS ATTACHMENT AND THE AGREEMENT, SELLER
MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSLY OR IMPLIEDLY,
REGARDING THE INFORMATION AND, BY
THE WAY OF EXAMPLE BUT NOT LIMITATION, SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE.
	 
	 	 	Customer agrees to indemnify Seller and hold Seller harmless against any claim by Customer,
their employees, and any third party on account of, or arising from, the use by Customer of
the INFORMATION or any portion thereof. Such indemnification shall include reimbursement of
legal fees incurred by Seller relative to any such claim.
	 
	4.05	 	Customer agrees:






	 	(i)	 	That Customer will not use the INFORMATION except as provided in the Agreement, including this Attachment:
	 
	 	(ii)	 	That the INFORMATION is “Licensed Material” under the Agreement, and Customer
shall keep the INFORMATION confidential and abide by the provisions applicable to
Licensed Materials under Article III of the Agreement, except for portions of the
INFORMATION, if any, (a) which were previously known to Customer free of any
obligation to keep confidential, or (b) which Seller agrees in writing have become
generally known to the public, provided that such public knowledge was not the result
of any acts attributable to Customer;
	 
	 	(iii)	 	That Customer will not, without Seller’s express written permission,
represent, directly or indirectly, that any Product installed or tested in whole or in
part with the use of any of the INFORMATION is installed or tested by Seller or any of
its Affiliates;
	 
	 	(iv)	 	That Customer will not, without, Seller’s express written permission, make or
have made, or permit to be made, any copies of any of the INFORMATION;
	 
	 	(v)	 	That Customer will not modify, decompile, or disassemble software furnished as
object code to generate corresponding source code;
	 
	 	(vi)	 	That, as between Seller and Customer, all INFORMATION furnished under this
Attachment shall be deemed the property of Seller, and that upon termination of all
rights granted to Customer under this agreement pursuant to Article IV hereof, Customer
shall immediately cease all use of the INFORMATION, shall immediately render unusable
all portions of the INFORMATION which may have been placed in any storage apparatus and
shall upon request deliver to Seller all documents containing any of the INFORMATION
furnished under this agreement then under its control;





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	 	(vii)	 	To restrict disclosure of the INFORMATION solely to those of its employees with
a need to know to exercise the specific license rights granted above and not disclose the
INFORMATION or any part thereof to any other party;
	 
	 	(viii)	 	To advise those employees of their obligations with respect to the INFORMATION;
	 
	 	(ix)	 	That when the INFORMATION is no longer needed by Customer for the installation and testing
of the Products, Customer shall return all copies of the INFORMATION to Seller or insure that
all copies of the INFORMATION are destroyed;
	 
	 	 	 	That the obligations of Customer under this Article IV shall survive and continue after
expiration or termination of this agreement and after any termination of rights under this
agreement.






To give Seller, upon at least *** notice, access during usual business hours to
the premises of Customer where a cell site is installed or tested by Customer in order that Seller
may inspect and verify compliance by Customer with its obligations under this Attachment and the
Agreement.




	4.06	 	Nothing contained in this Attachment shall be
construed as conferring by implication, estoppel
or otherwise any license or right under any patent, whether or not the exercise of any right
granted in this Attachment necessarily employs
an invention of any existing or later issued patent.
	 
	4.07	 	Customer shall not assign any right or interest
under this agreement, or delegate any work or
other obligation to be performed or owned by
Customer under this agreement. Any attempted
assignment or delegation in contravention of the
above provision shall be void and ineffective.
	 
	4.08	 	Neither party shall use any identification of, or
reference to, any code, drawing, specification,
trade name, trademark, trade device, insignia,
service mark, symbol, or any abbreviation, construction, or simulation thereof, of the other
party in any advertising or promotional efforts
relating to the INFORMATION provided under
this Attachment without such other party’s prior
written approval.





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 -3- 









 





Schedule



***




	 	 	 	 	 
	Product	 	Description	 	License Fees
	 	 	 	 	 
	 	 	***	 	 





***




	 	 	 	 	 
	Product	 	Description	 	License Fees
	 	 	 	 	 
	 	 	***	 	 






***





	 	 	 	 	 
	Product	 	Description	 	License Fees
	 	 	 	 	 
	 	 	***	 	 





PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




 -4- 









 




DRAFT — Subject to legal review and approval by the Parties

Schedule




***




PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




 -5- 









 




DRAFT — Subject to legal review and approval by the Parties

Schedule




***






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




 -6- 









 





Attachment J




SERVICES



1.1
Scope.This Attachment contains additional terms and
conditions, which together with the
terms and conditions of the Agreement, are applicable with respect to orders for the services
identified herein (“Services”). The Services to be provided shall be as described in, and may be
ordered only after Seller has provided, a Statement of Work
(“SOW”). The SOW will either be
signed by the Parties or subject to acceptance by Seller following receipt of Customer’s Purchase
Order. Each SOW will be governed by this Attachment. To the extent of any inconsistency
between a specific term of this Agreement and a specific term in an SOW, the specific term of
the Agreement shall govern.



1.2 Responsibilities of the Parties. Responsibilities of Seller, Customer and any third parties
for engineering, Site preparation, installation and optimization Services and for all other
Services
shall be set forth in the applicable SOW. Furthermore, Seller shall have no responsibility or
liability with respect to Services performed by third parties retained by Customer. Customer
shall provide Seller with such information and reasonable assistance as is timely requested by
Seller in order to satisfy its obligations.



1.3 Term of Services. The term for completion of Services shall be set forth in the applicable
SOW. In the event that any SOW obligations extend beyond the expiration date of the
Agreement, the terms of the Agreement, this Attachment and the applicable SOW shall continue
to apply until all such obligations have been satisfied.



1.4 Warranty.The warranty(s) for Services shall be those set forth in Section 4.7 of the
Agreement, entitled SERVICES WARRANTIES.



1.5 Prices and Fees. The prices and fees for Services performed by Seller are as set forth in the
applicable SOW, but shall be based on the rates set forth in this Attachment and/or in
Attachment A, except for Section 1.7.2, which is for informational purposes only. Customer will
reimburse Seller for actual out-of-pocket expenses in accordance with Seller’s travel and expense
policy, but in no event shall Customer reimburse Seller for
entertainment expenses. Expense
invoices will include a summary of expenses by major category and expenses will be invoiced on
a monthly basis.




1.7 Pricing.





1.7.1 RTS Pricing and Service Level




	 	§	 	RTS pricing ***, subject to the terms and conditions set
forth in Attachment D
	 
	 	§	 	In addition to the above, Customer may elect RTS ***, subject to the terms and conditions set forth in Attachment D.
	 
	 	§	 	Customer has chosen Premium Service *** as further described
in Attachment D





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	 	§	 	***






1.7.2 Engineering, Installation and Integration Pricing




The following pricing model is for informational purposes only. Actual pricing for such
Services shall be set forth in a mutually agreed SOW(s).




SAMPLE MODEL 4SM (Switch Module) Configuration New Start



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Professional	 	 
	Product	 	Engineering	 	Installation	 	Integration	 	Services	 	Total
	***
	 	 	***	 	 	 	***	 	 	 	 	 	 	 	***	 	 		***	 
	***
	 		***	 	 		***	 	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 	 	 	 	 	 	 	 	 	 	 	***	 
	***
	 	 	 	 	 	 	 	 	 	 	***	 	 	 	 	 	 	 	***	 
	Total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	***	 






	 	 	 	 	 
	***
	 	 	 	 
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	***
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	Total
	 	 	***	 
	 





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1.7.3 Pricing for Growth Elements — Services




The following pricing model for Growth Elements is the contract pricing for the
specific configuration described below. Any deviation from this model will require
revised pricing to be set forth in a mutually agreed upon SOW(s).




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Product	 	Engineering	 	 	Installation	 	 	Integration/pm	 	 	Total	 
	 	 	Pricing is as engineered, please see the sample pricing provided on the previous page for reference numbers
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	***

	 
	 	 	 	 		 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 




			
	1	Service pricing may not apply should Customer chose to self-install. In such case, Product
would be quoted to Customer as furnish only.
	 
	2	Prices for the installation and integration of additional pair(s) is based on the
assumption that the work is being performed in the same trip as the
initial pair






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     1.7.4 ModCell Installation Pricing



     Modcell Installation Pricing



***



***



PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





4









 








1.7.5 RES Pricing



Pricing for RES Next Day Advanced Exchange as described in Attachment G is:





	 	 	***
	 
	 	 	***
	 
	 	 	***
	 
	 	 	***




***



***





	 	 	***

	 
	 	 	***




***



Coverage may be required for third-party product (i.e., Sun) as described in Attachment D.



All Riverstone, Juniper, and Cisco coverage to be quoted as Customer’s future network design may require.




1.7.6 Pricing for Extended Product Support



Pursuant to Section 2.6 of the Agreement, Customer may elect to extend the period for which
Seller provides repair services and repair parts ***.




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Attachment K 

CO-MARKETING



Capitalized terms used herein shall have the meanings ascribed to them in the Agreement unless
otherwise defined in this Attachment.


This Attachment provides for application of Seller’s co-marketing program (“Program”) to assist
customers of Seller in the promotion of their services in conjunction with Seller and Seller’s
products in accordance with the terms of this Attachment and the Program Documentation (“Program
Documentation” is defined as the “Co-Marketing Program Guidelines,” “Co-Marketing Program Brand &
Logo Usage Guidelines,” and other documentation regarding the Program as that documentation may
exist now or in the future); however, in the event of any conflict between the terms of the
Agreement (including this Attachment K) and the terms of the Program Documentation, the terms of
the Agreement (including this Attachment K) shall control. Customer shall not be liable or
responsible for, or bound by, any changes in the Program Documentation unless it is provided to
Customer in writing.



Program Credits:



Seller’s co-operative marketing credits (“Co-op Credits”) are calculated and achieved based on
Customer’s total paid invoices for qualified Products and Software. Qualified Products and
Software include PCS CDMA Products only.



Co-op Credits will accrue as set forth in Attachments A or C, as applicable. Co-op Credits are
available for use by Customer upon being credited to Customer’s Program records and shall expire if
not used prior to the termination or expiration of this Agreement; provided, however, that at a
minimum Customer shall have *** in which to use such Co-op Credits. Co-op Credits may be
utilized, as explained below, only after Customer’s completion of qualified Program activities,
which must be submitted to and approved by Seller as detailed in the Program Documentation.



Credit Utilization:


On a periodic basis, Customer will receive credit memos (“Credit Memos”) from Lucent detailing the
value of earned Co-op Credits that will be usable only in connection with Customer’s future
purchase/license of Seller’s Products and Software after Customer has submitted the appropriate
documentation to Seller and Seller has verified each qualified Program activity as detailed within
the Program Documentation. Credit Memos may not be deducted from Customer’s current invoices; nor
may they be used to bring a delinquent account current. Seller shall send the Credit Memos to:




Mr. Braxton Carter

Chief Financial Officer

MetroPCS Wireless, Inc.

8144 Walnut Hill Lane, Suite 800

Dallas, TX 75231

***



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1









 







In no event shall Customer have any right or entitlement to the payment of any monies with respect
to the Co-op Credits or Credit Memos. All Co-op Credits and Credit Memos are contingent on and
subject to Customer’s compliance with all of the terms and conditions set forth in this Attachment
K and in the Program Documentation. If use of Co-op Credits meets the aforementioned terms and
conditions in full, Seller will pay up to *** of the cost of a
Customer-proposed marketing program. No Co-op Credits will accrue, and no Credit Memos may be used,
if a Customer Event of Default has occurred and is continuing (unless and until such time as the
Event of Default has been cured by Customer) or if the Agreement has expired or was terminated
prior to the accrual and use of such Co-op Credits and/or use of such Credit Memos. Seller also
reserves the right, at its reasonable discretion and until mutually agreeable resolution, to
disallow Customer’s use of Co-op Credits based on the aggregate balance of past due Seller invoices
previously issued to Customer.




Notices:



All notices under this Attachment shall be in writing and shall be given by confirmed facsimile,
by nationally recognized overnight courier or by certified or registered mail, addressed to the
addresses set forth immediately below or to such other address as either Party may designate by
notice pursuant hereto. Such notices shall be deemed to have been given: (a) upon transmission if
sent via confirmed facsimile; (b) one (1) Business Day after deposit with a nationally recognized
overnight courier; or (c) three (3) Business Days after deposit in the United States certified or
registered mail.




	 	 	 
	To Lucent:	 	To MetroPCS:
	 
	 	 
	Mark Gardner

	 	Diane McKenna
	Regional Sales Director

	 	Director of Advertising
	Lucent Technologies Inc.

	 	MetroPCS Wireless, Inc.
	TX0035

	 	8144 Walnut Hill Lane, Suite 800
	2400 Dallas Parkway

	 	Dallas, TX 75231
	Plano, TX 75093-4370

	 	***
	***
	 	***
	***
	 	 






PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





2









 





Lucent Co-Marketing Program 

Co-Operative Marketing




Program Guidelines 




Purpose



Seller created this Program to assist Customer in the promotion of its services to its
customers in conjunction with Seller and Seller’s products. This Program consists of Co-op Credit
records, as well as marketing expertise, assistance and/or consultation. Seller’s goal is to help
Customer increase sales to its customers of products and services derived from its network,
through creative and timely use of Seller-sponsored marketing resources.




How the Program Works



Customer will be contacted by the Seller to discuss and provide contact information for both
Seller and Customer. The Program record will then be established and Customer will be notified of
record activation based on the contact information provided to Seller. The Program record is a
password-protected extranet site and available for Customer to view at any time. The site contains
Program financial data, and guidelines (this guide or as amended and updated from time to time).



In order to utilize Co-op Credits, Customer must abide by terms and conditions set forth in this
Attachment and the Program Documentation.




Required Forms



The Program Guidelines include samples of each of the forms Customer must complete as required
by Seller to remain an active participant in the Program.




Credit Utilization Steps





	1.	 	Plan the Marketing Activity: Customer and a Seller customer team representative will
participate in regular planning sessions to develop a plan for the utilization of Co-op Credits. Jointly,
they will determine appropriate programs and campaigns supporting the objectives of the Program and
complete a “Planning Form” to document each session. Seller reserves the right to limit the
level of Co-Op support for any promotion. Customer must detail the activity’s objective, estimated costs
and the Seller product or solutions to promote. Seller will review and approve, modify or deny the
activity.
	 
	 	 	Please note that pre-approvals of marketing activities do not guarantee Credit use, as final
Credit use approval will be based on submission of required supporting documentation (see Step 3
below), and on Customer’s Program record balance and payment history on the date of submission
of Request for Credit. For activities that require usage of the Program Logo, Customer should
refer to the section of this document entitled “Co-Marketing Logo Usage” for further details.
Appropriate uses of Co-op Credits are included within this document.
	 
	2.	 	Customer must execute the pre-approved marketing activity and remember to document it
according to the requirements. Customer must pay its promotional/advertising vendors directly, as Seller
will not make payments to Customer’s vendors.
	 
	3.	 	Submit the Request for Credit Form and the required supporting documentation: After the
promotion takes place, Customer must complete a co-marketing request for credit form within sixty (60)
days





PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




3









 






	 	 	after the activity has taken place or the “pre-approval” will automatically expire. For
convenience, Customer may include multiple promotions on a single Request for Credit Form,
provided they have already been approved through the pre-approval process outlined above.
Customer should attach copies of vendor or in-house invoices and other required supporting
documentation as required and as specified below, attach proof of performance, including
samples of the promotional piece, send completed request form with all supporting documentation
to the address listed on the Request for Credit Form for further processing.
	 
	 	 	Note: If production is done in-house, Customer must include a letter on company letterhead
stating the cost breakdown, description and signature from Seller’s representative. For future
in-house productions of the same nature, please include a copy of the signed letter.
	 
	4.	 	Credit reimbursement from Seller: Seller will make the credit reimbursement available to
Customer within 30-45 days of Customer’s request based on the total amount of credits available to
Customer at the time of processing. If a Request for Credit Form submitted has a valid pre-approval number
and the required supporting documentation, but the Customer does not have sufficient Co-op Credits
at the time to cover the full amount requested, Seller will adjust records up to the available
balance and automatically issue a second credit reimbursement once the remaining Co-op Credits are achieved.
There is no need for the Customer to submit a second request for the remaining balance due.
	 
	5.	 	Marketing Results: Seller will send the Program Results Form to Customer’s contact via
email within sixty (60) days after the pre-approval activity end date to notify Customer that program results
are due. Completion of this form provides both Customer and Seller with ongoing access to marketing
effectiveness, cost effectiveness, and on-going planning efforts.





Co-Marketing Logo Usage



Guidelines for Program brand and logo usage are set forth within this document and in the
document entitled “Co-Marketing Program Brand and Logo Usage Guidelines” (“Program Brand and Logo
Guidelines”).



Customer must abide by Program Brand and Logo Guidelines. In addition, Seller has the
right-of-review/right-of-refusal for all promotional materials identified under the Program.
Seller also has the right in its sole discretion to modify or replace the Program Brand and Logo
Guidelines at any time.



All marketing communications (including, but not limited to print and broadcast advertising and
direct mail) that incorporate the Seller Program logo and/or Seller brand and trademarks shall be
submitted no less than five (5) Business Days in advance to Seller’s Brand Group (current
representatives listed below):




	 	 	 
	Mark Alan Miller

	 	Bob Cort
	Lucent Technologies

	 	Lucent Technologies
	600-700 Mountain Avenue

	 	600-700 Mountain Avenue
	3B-443

	 	3A-405
	Murray Hill, New Jersey 07974

	 	Murray Hill, New Jersey 07974
	***
	 	***
	***
	 	***





In addition, the placement and programming context in which the Seller Program logo and/or
Seller brand and trademarks appear must be in good taste and represent the policies and
philosophies of Seller, as determined by Seller in its sole discretion. Any misuse of the Seller
Program logo and/or Seller brand and trademarks will result in immediate suspension from the
Program.




PROPRIETARY
AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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Before Customer wishes to utilize the Program Logo, Seller brand, and/or product trademarks,
Customer must submit to Seller a creative approval form with a copy of the final creative pieces
for approval prior to production. Customer expressly agrees not to use such Indicia unless and
until Seller grants such approval. Customer acknowledges it has no ownership or other interest in
the Indicia and shall make no claim to such indicia.



In the event Customer’s use of indicia is withdrawn as provided above or its potential to achieve
Co-op Credits is otherwise terminated as provided under the Program Documentation, Customer shall
immediately cease use of indicia and return to Seller or, at Seller’s request, destroy all
promotional materials that may contain Seller indicia within thirty (30) days. Customer
acknowledges that the Indicia constitute a valuable property right of Seller and that use of such
without Seller’s permission or in violation of the Program Documentation may cause irreparable
harm to Seller and that Seller shall be entitled to injunctive relief to cease use of such indicia
in such circumstances.



Customer acknowledges that Seller is the owner of the Program logo and all goodwill attached
thereto. This Attachment does not give Customer any interest in the Program logo except the right
to use the logo in accordance with the terms of this Attachment and the Agreement. Customer agrees
not to attempt to register the Program logo nor to adopt or register anywhere in the world marks
that are the same as or confusingly similar to the Program logo.



Customer recognizes Seller’s exclusive and discretionary right to initiate and maintain any legal
or administrative proceedings against third parties relative to the protection and defense of the
Program logo including the settlement of any dispute with third parties relating to the logo.
Customer agrees to cooperate fully with Seller in the protection, maintenance and defense of the
Program logo, if sought, and waives any claim it may have against Seller as a result of its
exercise of or failure to exercise its exclusive and discretionary right hereunder.




PROPRIETARY
AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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ACTIVITIES ELIGIBLE FOR CO-OP CREDIT MEMOS 

AND REQUIRED SUPPORTING DOCUMENTATION




	 	 	 	 	 	 	 
	Qualified 

Activity

	 	Expenses Covered
	 	Required Documentation and Proof
of Performance
	 	Expenses

NOT Covered
	 
	 	 	 	 	 	 
	Market 

Reserch

	 	***
***	 	• All supporting paid invoices

• Copy of final report
	 	***
	 

	 	***	 	• Analysis of final results	 	 
	 

	 	***	 	 	 	 
	 
	 	 	 	 	 	 
	Lead

Generation 

Programs

	 	***
***
***
***
	 	• All supporting paid invoices

• Copy of scripts 

• Copy of report/results from the lead generation
	 	***
***


	 
	 	 	 	 	 	 
	Sales Tools &

End-User 

Models

	 	***
***
***
	 	• All supporting paid invoices

• Original sample of piece

• Analysis of sales results
	 	***
	 
	 	 	 	 	 	 
	Direct Mail

	 	***
***
***
	 	• Sample of piece

• Copy of paid invoices

• Copy of postage receipt

• Copy of results report of direct mail piece
	 	***
	 
	 	 	 	 	 	 
	Print 

Advertising

(including 

newspaper)

	 	***
***
***	 	• Original, actual-sized tear sheet or photocopy
   showing publication name, date and location

• Copy of publisher invoice

• Copy of paid layout/design,
photography invoices

• Analysis of marketing results
	 	***
	 
	 	 	 	 	 	 
	Indoor,

Outdoor and

Vehicle Signage

	 	***
***	 	• Copy of paid invoice indicating where
advertising    was posted

• Photo of ad 

• Copy of paid invoice for layout/design

• Analysis of promotional results
	 	***
	 
	 	 	 	 	 	 
	Radio
and TV

	 	***
***
	 	• Copy of paid invoice showing length of 

   commercial, dates and times of spots,

   where aired, cost per spot, and total 

   cost 

• Station affidavit and a copy of the
	 	***
	 
	 	 	 	 	 	 
	PROPRIETARY AND
CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.







6









 






	 	 	 	 	 	 	 
	 

	 	 	 	   video/audio tape

• Copy of paid invoice for production
work

• Analysis of promotional results	 	 
	 
	 	 	 	 	 	 
	Service 

Provider 

Created Sales

 Literature

	 	***

***
	 	• Original sample of piece 

• Copy of paid invoices 

• Sales/usage results

• Success criteria and analysis of results
	 	***
	 
	 	 	 	 	 	 
	Trade Shows

and Seminars

	 	***

***

***

***

***
	 	• Photo of display

• All supporting paid invoices 

• Dates of participation 

• Analysis of promotional results
	 	***

***
	 
	 	 	 	 	 	 
	In-House 

Incentive 

Programs

	 	***

***

	 	• All supporting paid invoices

• Copy of promotional piece 

• Copy of incentive plan

• Sales results
	 	***
	 
	 	 	 	 	 	 
	Point of
Purchase
Materials

	 	***

***
	 	• All supporting paid invoices

• Copy of supporting materials

• Analysis of promotional results
	 	***
	 
	 	 	 	 	 	 
	Information 

about Your Services 

on Your Web Site

	 	***

***
	 	• All supporting paid invoices

• Hard copy of how it appears on your site

• Must appear on web site for
consecutive months

   Sales/usage
results
	 	***

***

***
	 
	 	 	 	 	 	 
	Other 

Approved Promotional

Activity

	 	***
	 	• All supporting paid invoices 

• Copy of all materials 

• Promotional results
	 	***

***






PROPRIETARY
AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





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	 	Co-Marketing Program
	 	 
	 

	 	Co-Operative Marketing	 	 






Request for Credit Form




Company

Information





Company Name




 





Business Address




 





	 	 	 	 	 	 	 	 	 	 	 
	City

	 	 	 	State
	 	 	 	Zip	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 





Lucent Contract Number




 





	 	 	 
	Lucent Demand Creation
	Contact

	 	 









Date of Request




 





Program Quarter:




 





	 	 	 
	Primary
	 	 
	Contact
	 	 
	 

	 	 





	 	 	 
	Title
	 	 
	 

	 	 





	 	 	 	 	 	 	 
	Phone

	 	 	 	Fax	 	 
	 

	 	 
	 	 	 	 





	 	 	 
	E-mail
	 	 
	 

	 	 










Type of

Promotions





	 	 	 
	o

	 	 Market Research Lead Generation Programs
	o

	 	 Print Advertising Point of Purchase Materials
	o

	 	 Info. about Your Services on your Web Site
	o

	 	 Co-branding
	o

	 	 Direct Mail
	o

	 	 Indoor, Outdoor, and Vehicle Signage









	 	 	 
	o

	 	Radio and TV
	o

	 	Trade Shows and Seminars Service Provider
Created Sales Literature In-House Incentive
Program











Request Details




     Please identify and itemize expenses associated with this project below. (Attach additional
expenses as required)








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Pre-Approval	 	 	Vendor	 	 	Date of	 	 	Expense	 	 	Invoiced	 	 	Amount	 
	 	 	Activity Number Invoice No.	 	 	Promotion	 	 	Description	 	 	Amount	 	 	Requested	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 
	 

	 	Total Requested Amount 	$	 










PROPRIETARY AND CONFIDENTIAL TO METROPCS ANDLUCENT TECHNOLOGIES INC.




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DON’T FORGET







	•	 	Attach required documentation with your request (see Program Guidelines).






	•	 	Please include copies of all relevant Creative Approval and
Planning Forms with your request. Keep a copy for your records.






	•	 	Pre-approvals of marketing activities do not guarantee credit
memos, as final approval will be based on submission of required
supporting documentation, and on Customer’s Program records balance on
the date of submission of Request for Credit.






	•	 	Requests must be received within 90 days of the activity date.





PROPRIETARY AND CONFIDENTIAL TO METROPCS ANDLUCENT TECHNOLOGIES INC.




9









 










	 	 	 	 	 
	 

	 	Co-Marketing Program
	 	 
	 

	 	Co-Operative Marketing	 	 






Planning and Creative Approval Form



Company

Information






Company Name




 





Business Address




 





	 	 	 	 	 	 	 	 	 	 	 
	City

	 	 	 	State
	 	 	 	Zip	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 





Lucent Contract Number




 





	 	 	 
	Lucent Demand Creation
	Contact

	 	 









Date of Request




 





Program Quarter:




 





	 	 	 
	Primary
	 	 
	Contact
	 	 
	 

	 	 





	 	 	 
	Title
	 	 
	 

	 	 





	 	 	 	 	 	 	 
	Phone

	 	 	 	Fax	 	 
	 

	 	 
	 	 	 	 





	 	 	 
	E-mail
	 	 
	 

	 	 









Activity 

Description




Advertising Media Type (check all that apply)






	 	 	 
	o

	 	Market Research Lead Generation Programs
	o

	 	Print Advertising
	o

	 	Point of Purchase Materials Info. about Your
Services on your Web Site
	o

	 	Co-branding
	o

	 	Direct Mail









	 	 	 
	o

	 	Indoor, Outdoor, and Vehicle Signage
	o

	 	Radio and TV
	o

	 	Trade Shows and Seminars Service Provider
Created Sales Literature In-House Incentive
Program
















	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Activity Description	 	 	 	 	 	 	Lucent	 	 	Amount	 
	 	 	Start Date	 	 	End Date	 	 	(include media name	 	 	Objective	 	 	Contribution	 	 	Requested	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 
	 

	 	Total Planned Expenditures
  	$	 















DON’T FORGET






PROPRIETARY AND CONFIDENTIAL TO METROPCS ANDLUCENT TECHNOLOGIES INC.





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	•	 	Include creative with the completed form for approval.
	 
	•	 	All creative bearing the Lucent Program logo, name and/or Lucent product trademarks must be approved prior to
placing the creative in any media.
	 
	•	 	When Lucent requires modifications to meet the approved guidelines, all required revisions must be made and
resubmitted to Lucent for final approval.
	 
	•	 	Complete performance (e.g. tearsheet) must be submitted to CoAMS, Inc. upon completion of promotional
activity.







	 	 	 
	Lucent Technologies Inc.
	 
	 	 
	By:
	 	 
	 

	 	 





	 	 	 
	Name:
	 	 
	 

	 	 





	 	 	 
	Title:
	 	 
	 

	 	 








	 	 	 
	Customer
	 
	 	 
	By:
	 	 
	 

	 	 





	 	 	 
	Name:
	 	 
	 

	 	 





	 	 	 
	Title:
	 	 
	 

	 	 










PROPRIETARY AND CONFIDENTIAL TO METROPCS ANDLUCENT TECHNOLOGIES INC.





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	 	 	 	Lucent Technologies
	 
	 	 	 	Sell Lab Industries
	 	 	 	 	 
	 
	 	 	 	Co-Marketing Program
	 
	 	 	 	Co-Operative Marketing
	 
	 	Program Results Form	 	 
	Company	 	 	 	 
	Information	 	 	 	 






	 	 	 
	Company Name

	 	Date of Request
	 

	 	 
	Business Address

	 	Program Quarter:
	 

	 	 
	City                                         State                     Zip                     
	 	 
	 

	 	Primary Contact
                
                                                         
	 

	 	Title
                                                                                              
	Lucent Contract Number

	 	Phone                                                            Fax                          
	 


	 	 
	Lucent Demand Creation Contact                                                  

	 	E-mail                                                                                           






Program

Effectiveness




Describe the Marketing Program




Target Audience:

What problem was the goal of the Marketing Program??

Project Objectives




Did this marketing program meet the objectives? o Yes     o No




Please detail the results of the project in relation to the objectives.




Please
detail the key success factors of the marketing program; , why was this program successful or not successful?




If you ran the same program again in the future, what would do differently?



On a scale of 1-10, please rate the

effectiveness this marketing project.

(l=poor, 5=fair, 10=excellent)




PROPRIETARY
AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




12









 





	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Customer Rating (1 -10)	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Lucent Rating (1-10)	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 
	DON'T FORGET	 	SUBMIT RESULTS TO:
	• Submit Marketing
Results Form within 60 days of
Program end.

	 	Your Lucent Representative as indicated in the Pre-Approval Form






PROPRIETARY
AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





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Lucent Co-Marketing Program

Co-Operative Marketing




Brand & Logo Usage Guidelines



Seller’s Co-Marketing Program objective is to combine the Seller brand with the Customer’s in
a way that builds on the strengths of each. Contribution branding creates a third, bigger brand
that benefits both Parties. The Program is intended to support Seller and Customer images,
strengthen Seller and Customer relationship, and convey Seller and Customer mutual brand messages
to customers.



Leveraging the Seller brand and Program logos provides a significant advantage for service
providers who have built their networks with Seller. While Seller intends for Customer to use
Seller’s brand as a point of competitive differentiation, Seller will not allow Customer to use
Seller’s brand to directly position themselves against other customers of Seller.




Requirements and Standards



Customer must complete the Creative Approval form and have it approved by Seller for each
Program logo usage.



Marketing communications that incorporate the Program logo and/or other Seller trademarks and the
context in which they appear must be in good taste and represent the policies and philosophies of
Seller. Seller will not reimburse Customer for communications that do not meet these standards: any
misuse of the logos/trademarks will result in suspension from the Program.




General Guidelines



Seller has the right to refuse approval of materials. The Program logos must never be altered
and must be reproduced from the Seller provided logo sheets or diskettes. Participation in the
Program shall not be presented as approval by Seller of any brand, product or company name.
Material must not misrepresent features and/or benefits of Seller. Customer must acknowledge all
Seller trademarks. All material must comply with the applicable law.



Composed Program logos are available on diskette and logo sheets and can be ordered through the
Seller co-marketing program office. Customer must use the following acknowledgement to identify
the logo as a trademark of Seller: The Lucent co-marketing logo is a trademark of Lucent
Technologies.




Seller Program Logo Elements



Linking Phrase: Agreed upon by both the Customer and Seller that accurately describes the
relationship. Examples include “Network built by...”, “Wireless Technology provided by...”,
“Network by...”, and “Enabled by...”. There must be at least one mention of Seller that describes
its part of the relationship.



Innovation Ring: Key component of the Lucent Technologies corporate signature



Lucent Technologies logotype. The Lucent Technologies brand must always accompany the Bell Labs
name. The logo can be placed on a screened background as long as the logo is clearly visible and
the background is of high contrast




PROPRIETARY
AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.





14









 








	 	 	 
	Network

	 	Linking Phrase
	Built by
	 	 
	

	 	Innovation Ring
	 

	 	Logotype






Print Usage Guidelines



Logo Size: To determine the Program logo size, apply the formula (L x W)/2 to CUSTOMER logo.
Program logo must be at least one (1) inch in width. Vertical height must be less than 50% of the
Customer’s logo measured diagonally or vertically, whichever is greater. Do not enlarge or reduce
the logo from existing art. Use the correct size provided on the logo sheet



Logo Position: Must appear in the lower left or right corners of the advertisement, or embedded in
the copy block. May not be part of the visual element of the promotional material. There should be
a space of at least 1/4 of the height of the innovation ring between the entire signature and any
edge of the printed surface.. The area surrounding the logo should be even, un-patterned, and free
from typography, illustration or other graphic elements.



Logo Color: The innovation ring must always be printed in Pantone 186*; process mix CO, M100, Y70.
The logo may be reproduced in black or reversed in white of a high-contrast background color.




Usage Guidelines



Television, Inflight, and Infomercials: Program logo must be incorporated into the broadcast
in appropriate context. Program logo must appear for at least three (3) seconds in a :30 second
commercial. Minimum of a five (5) word voice-over copy mention must be included and may not appear
in legal disclaimer tag.



Radio Advertising: Must be at least one mention of Lucent Technologies and/or products per
60-second spot and may not appear in legal disclaimer tag.



Screen Placement: Must be completely within the title-safe area and must not be less than 50% of
the Customer’s logo measure vertically or diagonally, whichever is greater.



Outdoor Advertising: Program logo must not be less than 50% of the Customer’s logo measured
vertically or diagonally, whichever is greater.




Final Review and Approval



Seller reserves the right-of-review and right-of refusal for approval for all marketing
communications under this program prior to printing and or publication.




PROPRIETARY
AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.




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Attachment L




MESSAGING



1.1 Scope. This Attachment and the following Appendices contain the prices and additional terms
and conditions, which together with the terms and conditions of the Agreement, are applicable to
Purchase Orders for Seller’s Messaging Products and Services identified herein. To the extent of
any inconsistency between a specific term of this Attachment and a specific term of the Agreement,
the term of this Attachment shall govern, but only with respect to the Products and Services
described herein.



Appendix 1 Prices

Appendix 2 Integration Services

Appendix 3 Microsoft End User License Agreement



1.2 Definitions. In addition to the definitions set forth in Section 1.1 of the Agreement, the
following terms in this Attachment shall have the meanings ascribed to them below.





1.2.1 “Capacity On Demand (COD) Software”, “COD Software” or “Software with COD” means
Software that determines the capacity of Seller’s Messaging Products to, among other things,
store messages, create mailboxes and add functionality to mailboxes. Software with COD may
be enabled at the time of manufacture or remotely after installation, in incremental units
of capacity, for the prices set forth in Appendix 1.




1.2.2 “Enablement Date” and “Day of Enablement” means the date on which Seller remotely
activates COD Software.




1.2.3 “Messaging Product” means a voice, text or multimedia Product described or listed in
this Attachment.




1.2.4 “Messaging Software” means voice, text or multimedia Software described or listed in
this Attachment.




1.2.5 “Messaging Services” means Services (integration, maintenance, data migration, etc.)
related to Messaging Products or Messaging Software.




1.2.6 “System” means, collectively, any Messaging Product (or component thereof) and
Messaging Software composing a voice messaging system, such as the AnyPath ® System.


1.3 Warranty. For COD Software, the Warranty Period begins ***. The Warranty
Period for any Messaging Product or Messaging Software is the Warranty Period set forth in the
Agreement. The Warranty Period for any Messaging Product or Messaging Software (or part thereof)
repaired or replaced under the warranty provisions of the Agreement is the unexpired portion of the
original Warranty Period or ***, whichever is longer. Warranty for Services shall be
as set forth in Section 4.7 of the Agreement. During the Warranty Period for Messaging Products
and Messaging Software ***.




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Seller makes no warranty with respect to defective conditions or non-conformities resulting
from a software application not provided by, recommended in writing by or not developed by Seller
(“Non-Lucent Supplied Application”), including, but not limited to, any application developed using
any Seller service creation environment product. In addition, Seller shall have no liability
whatsoever for any failure, harm or loss to the extent caused by any Non-Lucent Supplied
Application.



Customer may order certain COD Software features, such as password reset, conference mailbox, skip
password, magistrate mailbox and monitor mailbox, which when enabled could be improperly used in
violation of privacy laws. By ordering such features, Customer assumes all responsibility for
assuring the proper and lawful use of such features by its employees, agents and contractors, but
not for improper or unlawful use by Lucent’s employees, agents, contractors or third parties and
all liability for any improper or unlawful use of such features by its employees, agents and
contractors, but not for improper or unlawful use by Lucent’s employees, agents, contractors or
third parties.



1.4 Post-Warranty Maintenance. After the applicable Warranty Period, Customer may order
maintenance Services, including remote support Services, for Messaging Products and Messaging
Software under Attachment D to the Agreement for the prices stated in Appendix 1 to this
Attachment.



1.5 Prices and Fees. The prices and fees for Messaging Products and Messaging Software provided
by Seller are as set forth in Appendix 1 to this Attachment. *** Transportation
fees shall be charged in accordance with Section 1.12 of the Agreement.



1.6 Orders for COD Software. Purchase Orders for Messaging Products, Messaging Software and COD
Software will be placed with Seller in accordance with Section 1.6 of the Agreement and paid for in
accordance with Section 1.10 of the Agreement. Except for COD Software installed by Seller,
shipment, delivery, and installation of remotely enabled COD Software will be deemed to have
occurred on the Date of Enablement. Seller will provide Customer with written notification that
the COD Software has been remotely enabled within two (2) business days following the Date of
Enablement. Orders for COD Software may not be canceled on or after the Date of Enablement.



1.7 Integration Services, Training and Documentation. At Customer’s request, Seller will provide
any or all of the installation, engineering, integration and data migration Services for the
AnyPath System. A general description of such Services is included in Appendix 2, “Integration
Services”. The specific Messaging Services to be performed for Customer and associated fees will
be described in one or more written statements of work based upon the scope of Messaging Services
required by Customer. Each statement of work will be signed by representatives of both parties
and will be deemed to incorporate the terms of the Agreement, including this Attachment.




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Unless otherwise noted in the applicable Purchase Order, Customer will select, and Seller
will provide to Customer the training, consultation Services and documentation included in the
integration services described in Appendix 2, “Integration Services” at the prices stated in
Appendix 1, “Prices”.



1.8 Site Requirements. Seller will furnish specifications for power, physical and
environmental requirements for the equipment room where Messaging Products and Messaging Software
will be installed. Customer is responsible for ensuring that these specifications are met. In
addition, Customer is responsible for complying with all building and electrical codes applicable
to the equipment room unless Seller has undertaken this responsibility in writing, e.g., in a
statement of work.




1.9 Technical Support Center.



During the Warranty Period for the Messaging Products and Messaging Software, Seller will
provide Customer with access to Seller’s technical support
services center (“TSSC”), staffed by
Seller-certified technicians, for 24-hour, 7 days a week problem reporting and resolution
(1-866-Lucent88). The TSSC will provide analysis for System malfunctions, including actions to
verify a problem and the conditions under which the problem exists or recurs, and corrections.



1.10 Availability of Products, Maintenance Service and Parts. Continuing Product support for
Messaging Products shall be in accordance with Section 2.6 of the Agreement.



1.11 Additional Software License Terms. In addition to the applicable Software license provisions
of the Agreement, the following additional terms and conditions shall apply to Messaging Software:





1.11.1 COD Software. Each incremental unit of capacity for COD Software will be considered
a separate item of Messaging Software that is licensed in object code form to Customer
pursuant to the terms of the applicable Software license provisions of the Agreement. Only
that COD Software that has been properly ordered from Seller, paid for by Customer, and
whose enablement has been authorized and directed by Seller, will be licensed to Customer.




1.11.2 Only Seller May Enable Software Features. Only Seller is entitled to authorize the
enablement of any COD Software. Customer shall not enable or attempt to enable any COD
Software or features or capabilities inherent in the COD Software, and Customer shall not
permit or assist any third party to do so. Seller represents and warrants to Customer
that Seller will authorize and enable all features and/or capabilities of the COD Software
ordered in the applicable Purchase Order.




1.11.3 Conditions for Enablement of Software Feature Products. As a condition of Seller’s
enablement of COD Software features and capabilities, Customer shall make available remote
System-level access to Customer’s Systems at a time and for a length of time mutually
agreeable to both Customer and Seller. ***



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***




1.11.4 Third Party Software. Customer agrees to be bound by the terms and conditions of
Appendix 3 to this Attachment. With regard to other third party software licensed to
Customer under this Attachment, if the scope of the license and restrictions on use stated
in the Agreement and Appendix 3 differ from the terms of any license agreement packaged
with Software developed by a third party, the terms and conditions of the packaged license
agreement shall take precedence. Appendix 1 contains a list of third-party Software that is
bundled with the AnyPath System.


1.12 Internet Access. Customer acknowledges that the use of and connection to the Internet is
inherently insecure and that connection to the Internet provides opportunity for unauthorized
access by a third party to Customer’s computer systems, networks and any and all information stored
therein. Without limiting Seller’s express warranties to Customer, Customer acknowledges and agrees
that Seller makes no express or implied warranty or condition that its Systems are immune from or
prevent fraudulent intrusion, unauthorized use or disclosure or loss of proprietary information. If
Customer chooses to connect the Messaging Systems to the Internet, Customer does so at its own risk
and is strongly advised to take steps to minimize unauthorized access though any Internet
connection. SELLER SHALL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY FAILURE, HARM OR LOSS CAUSED BY
OR ARISING FROM: (I) ANY UNAUTHORIZED ACCESS THROUGH AN INTERNET CONNECTION, REGARDLESS OF WHETHER
A FIREWALL OR OTHER INTERNET SECURITY FEATURE IS INCLUDED WITH THE MESSAGING PRODUCT OR SOFTWARE;
OR (II) CUSTOMER’S USE OF THE INTERNET INCLUDING WITHOUT LIMITATION ACCESSING AND DOWNLOADING ANY
MATERIALS AVAILABLE ON THE INTERNET FOR USE ON OR IN CONNECTION WITH THE MESSAGING PRODUCT OR
SOFTWARE. IN ADDITION, SELLER SHALL NOT BE RESPONSIBLE FOR ANY DEGRADATION IN SYSTEM OR PRODUCT
PERFORMANCE CAUSED DIRECTLY OR INDIRECTLY BY AN INTERNET CONNECTION.




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Appendix 1




Prices
for
AnyPath® Systems 



Lucent
will provide Customer with an Initial
AnyPath®
System at ***.




        This initial system will configured as follows:





	 	§	 	AnyPath R7 Mainstream software
	 
	 	§	 	1 Telephony Front End cabinet
	 
	 	§	 	2 High Density Telephony Servers (HDTS)
	 
	 	§	 	2 Front-End LAN switches
	 
	 	§	 	1 Back-End cabinet
	 
	 	§	 	2 Message Servers (MS)
	 
	 	§	 	2 Back-End LAN switches
	 
	 	§	 	SS7 Integration
	 
	 	§	 	American English, American Spanish and Mandarin (if applicable) languages
	 
	 	§	 	702 bi-directional ports
	 
	 	§	 	200,000 basic voice mailboxes (based on ***)
	 
	 	§	 	30,000 Megabytes of Storage (based on ***)
	 
	 	 	 	Note: This initial system pricing does not include spares (optional pricing for
spares provided upon request).




Lucent
will provide Customer growth pricing at ***. Any telephony server, message
server, and/or additional cabinetry hardware required to support the additional Basic Voice
mailbox capacity is also included.





	 	•	 	Lucent will provide Customer a quote for services pricing including engineering,
installation, and integration based on specified configuration(s) at the time of
deployment.
	 
	 	•	 	Lucent will provide Customer with a ***.




For the avoidance of doubt, Customer may change/switch customers associated with mailboxes without
charge.




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Prices for Maintenance Services



Following are the prices for Remote Technical Support (“RTS”) Service and Repair & Exchange
Service (“RES”) Advanced Exchange—Next Day for AnyPath Systems, including Sun maintenance Service.
The scope of such Services is described in Attachment D.




	 	 	 	 	 	 	 
	Service — Option	 	Price ($) per Year	 	Per	 	Ordering Instructions
	 
	 	 	 	***	 	 
	 
	 	 	 	***	 	 
	***
	 	 	 	***	 	 
	***
	 	 	 	***	 	 
	***
	 	***	 	***	 	300780335
	***
	 	 	 	***	 	 
	***
	 	 	 	***	 	 
	 
	 	 	 	***	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	***	 	 
	 
	 	 	 	***	 	 
	***
	 	 	 	 	 	 
	***
	 	 	 	***	 	 
	***
	 	***	 	***	 	300780335
	***
	 	 	 	***	 	 
	***
	 	 	 	***	 	 
	 
	 	 	 	***	 	 
	 
	 	 	 	***	 	 
	 
	 	 	 	 	 	 
	***
	 	 	 	 	 	 
	***
	 	***	 	***	 	300780335
	***
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	***	 	***	 	300780335







Pricing Notes:





	 	•	 	***
	 
	 	•	 	If there are more than 1.6M voice messaging subscribers on an AnyPath System
in a given Market, an additional back-end cabinet is required.
	 
	 	•	 	All prices are in $US, unless stated otherwise.
	 
	 	•	 	If Customer purchases additional Products or Software licenses of the same
type for which RTS is in effect or additional license capacity during the Initial Term
or any Renewal Term, Customer will pay ***.
	 
	 	•	 	The list of AnyPath parts covered under Advanced Exchange is included as Schedule
1, “Supported Parts List (SPL) for Advanced Exchange”.





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Third Party Software



The following third-party Software programs are bundled with the AnyPath R7 System:




	 	 	 
	Supplier	 	Program
	Microsoft Licensing Inc.

	 	Windows
	 
	 	 
	Nuance Communications Inc.

	 	Nuance8 ASR for SM, Nuance8 ASR tier A,

Nuance8 ASR tier B, Nuance VAD
	 
	 	 
	Rogue Wave Software Inc.

	 	SourceProC++ and SourcePro Net
	 
	 	 
	ScanSoft, Inc.

	 	Eloquence version 6.0.1.2 TTS,
Speechify version 2.1.0, OSR
(ASR)
	 
	 	 
	The SCO Group

	 	UNIXWARE 7.1.1, UNIXWARE 7
Online Data Manager 3.2
	 
	 	 
	SNMP Research

	 	BRASS, Emanate Master Agent,
Emanate Host Resources MIB Subagent,
Emanate for UNIXWARE Master Agent and
Subagents from DK, Emanate for
UNIXWARE MIB Subagent
	 
	 	 
	Sun Microsystems Inc.

	 	SunOne Web Server, SunOne
Directory Server 5.1
	 
	 	 
	Versant Corporation

	 	POET OO DBMS 5.1
	 
	 	 
	Versant Ltd.

	 	OO DBMS 6.0.1.1






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Appendix 2




Integration Services




A. AnyPath Installation/Engineering and Integration Services




OVERVIEW



Deployment of AnyPath consists of two services groupings: engineering/installation and integration.
Each service grouping may be purchased separately. Because of the variations in purchased AnyPath
configurations, integration parameters and Customer’s network structure, the Services that Seller
provides for each deployment are specific to each Customer. Seller will provide engineering,
installation, integration and/or data migration services as determined by Customer’s requirements
and as defined within the relevant statement of work. Deliverables listed below are applicable to
AnyPath Basic Voice Mail and AnyPath Unified Messaging (UM) configurations. UM may have additional,
optional, Services corresponding to UM optional functions purchased. Additional UM Services will
follow the Basic Voice Mail/UM format listed below, applied to any additional UM functionality
purchased. Briefly stated, general deliverables for each of the offered services are as follows:




     Engineering/Installation




	 	§ 	 	Site survey (joint effort with Customer)
	 
	 	§ 	 	Subsequent detailed engineering of physical requirements
	 
	 	§ 	 	Ordering and delivery of required cable and connectors and
miscellaneous hardware
	 
	 	§ 	 	Unpacking of equipment
	 
	 	§ 	 	Placement/mounting of equipment
	 
	 	§ 	 	Cabling and connection of cables





     Integration




	 	§ 	 	Project management
	 
	 	§ 	 	Internal cabinet connections
	 
	 	§ 	 	Switch/network consultation as it applies to the VPMOD
	 
	 	§ 	 	Power up sequencing
	 
	 	§ 	 	Database and operating Software verification
	 
	 	§ 	 	Purchased functionality testing
	 
	 	§ 	 	Integration testing
	 
	 	§ 	 	System operational testing
	 
	 	§ 	 	Cut-over





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INSTALLATION DETAIL



Installation begins with a site survey as part of the preparation process. Customer, in
consultation with Seller’s installation group, performs the site survey by completing the
Seller-provided “Network Integration Assessment” document in conjunction with the “New Systems
Installation Topics Guide” which describes how to complete the Network Integration document. When
completed, the documentation is provided to Seller for technical assessment and subsequent
engineering. The technical assessment will be presented to and discussed with Customer to address
necessary site requirements. Installation will include physical site preparation requirements to
ready the AnyPath System for implementation. Typical installation detail and responsibilities (of
Seller unless specified) are as follows:



Develop Pre Installation Checklist to include:





	 	§ 	 	AnyPath equipment dimensions — site clearances
	 
	 	§ 	 	AnyPath equipment location (Seller and Customer)
	 
	 	§ 	 	Verification that installation of equipment is completed
	 
	 	§ 	 	Power and grounding cables / lugs; required circuit breakers for A/B power spec.
	 
	 	§ 	 	Tl cable information — connector type/pin outs and quantities
	 
	 	§ 	 	AC service outlet requirements and location (Customer provided
parts and installation)
	 
	 	§ 	 	l0BaseT Lan cable information — connector type/pin outs and quantities
(Seller and Customer)
	 
	 	§ 	 	SS7 link information — A or F links, SSN (Seller and Customer)
	 
	 	§ 	 	Phones for each switch and/or HLR, to be used for testing (Customer provided)
	 
	 	§ 	 	Access to facilities protocol (Customer provided)




Physical Location Determination and Installation





	 	§ 	 	Foot print designation for AnyPath complex
	 
	 	§ 	 	AnyPath Complex Rack Bolt Down




DC Power and Grounding (PDU) connections and cabling


Telephony Server Front End Cabinet and Message Server Back End Cabinet not each element.





	 	§ 	 	“3” Power drops -48VDC / 70 Amps (or as specified). Power is 2 Drops
per TS Front End Cabinet and 4 Drops per MS Back End Cabinet
	 
	 	§ 	 	“3” Grounding drops Same numbers as above
	 
	 	§ 	 	Termination points (provided by Customer)




T1 Physical Cabling and Connections





	 	§ 	 	“x” RJ-45 Lucent 5ESS (or equivalent)
	 
	 	§ 	 	Tl Continuity Testing (Loop back RJ-45)





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ACS Cabling





	 	§ 	 	TCP/IP Ethernet Cables RJ-45 x2 (1per ACS)





INTEGRATION DETAIL



Integration will include project management, coordination, planning, consultation, configuration &
integration testing of the AnyPath System by Seller to Customer’s network, as well as turn
up/cut-over support.




Project Management



Typically, as part of Project Management, Seller works with Customer to enable Customer to
provide or define:





	 	§ 	 	Placement of AnyPath network elements
	 
	 	§ 	 	Inbound and outbound trunk groups — agree on CIC or MLHG assignments.
	 
	 	§ 	 	Assigned IP addresses for Anypath. Define subnet, gateway, default
router, DHCP
	 
	 	§ 	 	IP address and bind info for the SMSC
	 
	 	§ 	 	Pointcodes — Anypath, STP’s, HLR’s int./ext./both, MSC’s, Global Title
	 
	 	§ 	 	Multi Line Hunt Groups
	 
	 	§ 	 	Best option for remote access to AnyPath complex




Seller provides project management from project definition through program completion. Project
managers develop the Statement of Work that outlines roles and responsibilities, the Project Plan,
and Test Plan. Subject to approval by Customer, the project managers coordinate Project Plans and
manage the resources during the project life cycle. The project manager’s work with Customer
representative(s) to achieve on-time service delivery. The project managers use proven
industry-standard project management processes and procedures.



Initial On-site Integration





	 	§ 	 	Power up all AnyPath components
	 
	 	§ 	 	Configure database — system options, COS provisioning and mailbox profiles
	 
	 	§ 	 	Verify T1 spans, SS7 links, and bind to SMSC are up





Perform Call Test Plan Integration





	 	§ 	 	Build test mailboxes on each Message Server (MS)
	 
	 	§ 	 	Verify integration to personal greeting for
different call cases






	 	¡	 	No answer
	 
	 	¡	 	Busy
	 
	 	¡	 	Multiple Greetings
	 
	 	¡	 	Phone off, local, for phones each HLR





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	 	¡	 	Phone on, roaming, for phones each HLR
	 
	 	¡	 	Phone off, roaming, for phones each HRL






	 	§ 	 	Verify mailbox locator application for each MS.
	 
	 	§ 	 	Verify integration to each HDTS.





Out-call Tests





	 	§ 	 	Outcall to pager/phone — verify pager sequences and re-try schedule
	 
	 	§ 	 	Call Sender / Rebound (if applicable)
	 
	 	§ 	 	Fax outcall
	 
	 	§ 	 	Speech Dialing/Speech Messaging, etc. application access (if applicable)





MWI / Notification Testing





	 	§ 	 	Verify phone gets update of proper ICON, Text Message and/or M/W Count
	 
	 	§ 	 	SMS M/W count notification to the SMSC
	 
	 	§ 	 	SMPP cut through page to SMSC
	 
	 	§ 	 	SS7 IS41 TCAP notification — INFODIR or MSGDIR. Test Global Title to
each HLR if multiple HLR’s in network. Verify with INET that the HLR’s send
acknowledgment message back to AnyPath
	 
	 	§ 	 	SS7 ISUP notification
	 
	 	§ 	 	SMDI Notification





CDR’s, Reports, Logs and Alarms





	 	§ 	 	Verify CDR events are generated
	 
	 	§ 	 	Verify reports function

	 
	 	§ 	 	Verify logs and alarms





Test SS7 Signaling ANSI-41 (determine and test)





	 	§ 	 	56 K Ports SS7 A-Link assignments to STP
	 
	 	§ 	 	56KV.35 1 per ACS
	 
	 	§ 	 	SS7 Point Code assignment definitions (STP GTT Routing)
	 
	 	§ 	 	 ACS SS7
DPC assignment for HLR /switch





Test Sample Switch Translations





	 	§ 	 	Seller 5ESS (or appropriate switch) translations for Call Forwarding on Busy and
No Answer
	 
	 	§ 	 	Support of outdialing from AnyPath to Seller 5ESS (or appropriate switch)





Determine and Test TCP/IP





	 	§ 	 	TCP/IP Hub/Switch assignment position
	 
	 	§ 	 	ACS TCP/IP address assignment





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	 	§ 	 	TS and MS TCP/IP address assignment
	 
	 	§ 	 	SMS-C TCP/IP address assignment
	 
	 	§ 	 	Provisioning TCP/IP address assignment
	 
	 	§ 	 	Subnet TCP/IP assignments
	 
	 	§ 	 	TCP/IP Routing assignments
	 
	 	§ 	 	TCP/IP Address assignment for SMS-C





Test Operator Web User Interface (OWUI) — I/O Service terminal functionality





	 	§ 	 	Verify HTTP access to AnyPath
	 
	 	§ 	 	Verify interfaces
	 
	 	§ 	 	Cut-through
	 
	 	§ 	 	Command line interface (CLI)
	 
	 	§ 	 	Voice express menus (Vex)
	 
	 	§ 	 	Command line
	 
	 	§ 	 	Verify On Line Documentation access





Provide In-Service/Cut-Over Support




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SCHEDULE 1

Supported Parts List for Advanced Exchange




	 	 	 	 	 	 	 
	 	 	 	ADVANCED	 	 
	 	 	 	EXCHANGE	 	 
	SYSTEM	 	 	COMCODE	 	Description
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	*** 

	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 






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	 	 	 	ADVANCED	 	 
	 	 	 	EXCHANGE	 	 
	SYSTEM	 	 	COMCODE	 	Description
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	*** 

	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 






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	 	 	 	ADVANCED	 	 
	 	 	 	EXCHANGE	 	 
	SYSTEM	 	 	COMCODE	 	Description
	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	***


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 


	 

	 	 	 

	 	 	 








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	 	 	 	ADVANCED	 	 
	 	 	 	EXCHANGE	 	 
	SYSTEM	 	 	COMCODE	 	Description
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	*** 

	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 






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Appendix 3 




Microsoft End User License Agreement



Microsoft Licensing Inc. has contractually obligated Lucent Technologies Inc. to include the
following terms, conditions and disclaimers in any agreement for the supply of a bundled product
incorporating software licensed from Microsoft Licensing Inc. or its affiliates (“MS”).



Upon delivery of the AnyPath System, you, Customer, will have acquired a device (“Device”) that
includes software licensed by Lucent Technologies Inc. from MS. Those installed products of MS
origin, as well as associated media, printed materials, and “online” or electronic documentation
(“SOFTWARE”) are protected by international intellectual property laws and treaties. The SOFTWARE
is licensed, not sold. All rights reserved.



IF YOU DO NOT AGREE TO THIS END USER LICENSE AGREEMENT (“EULA”), DO NOT USE THE DEVICE OR COPY THE
SOFTWARE. INSTEAD, PROMPTLY CONTACT LUCENT TECHNOLOGIES INC. FOR INSTRUCTIONS ON RETURN OF THE
UNUSED DEVICE(S) FOR A REFUND. ANY USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO USED ON THE
DEVICE, WILL CONSTITUTE YOUR AGREEMENT TO THIS EULA (OR RATIFICATION OF ANY PREVIOUS CONSENT).



GRANT OF SOFTWARE LICENSE.   This EULA grants you the following license:





	 	Ø	 	You may use the SOFTWARE only on the DEVICE.
	 
	 	Ø	 	NOT FAULT TOLERANT. THE SOFTWARE IS NOT FAULT TOLERANT. LUCENT TECHNOLOGIES HAS
INDEPENDENTLY DETERMINED HOW TO USE THE SOFTWARE IN THE DEVICE, AND MS HAS RELIED UPON
LUCENT TECHNOLOGIES TO CONDUCT SUFFICIENT TESTING TO DETERMINE THAT THE SOFTWARE IS
SUITABLE FOR SUCH USE.
	 
	 	Ø	 	***
	 
	 	Ø	 	Note on Java Support. The SOFTWARE may contain support for programs written
in Java.   Java technology is not fault tolerant and is not designed, manufactured, or
intended for use or resale as online control equipment in hazardous environments
requiring fail-safe performance, such as in the operation of nuclear facilities,
aircraft navigation or communication systems, air traffic





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	 	 	 	control, direct life support machines, or weapons systems, in which the failure of
Java technology could lead directly to death, personal injury, or severe physical or
environmental damage. Sun Microsystems, Inc. has contractually obligated MS to make
this disclaimer.
	 
	 	Ø	 	No Liability for Certain Damages. EXCEPT AS PROHIBITED BY LAW, MS SHALL HAVE NO
LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING
FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE.   THIS
LIMITATION SHALL APPLY EVENT IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT
SHALL MS BE LIABLE FOR ANY AMOUNT IN EXCESS OF ***.
	 
	 	Ø	 	Limitation on Reverse Engineering, Decompilation, and Disassembly. You
may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only
to the extent that such activity is expressly permitted by applicable law
notwithstanding this limitation.
	 
	 	Ø	 	SOFTWARE TRANSFER ALLOWED BUT WITH RESTRICTIONS. You
may permanently transfer rights under this EULA only as part of a permanent sale or
transfer of the Device, and only if the recipient agrees to this EULA. If the SOFTWARE
is an upgrade, any transfer must also include all prior versions of the SOFTWARE.
	 
	 	Ø	 	EXPORT RESTRICTIONS. You acknowledge that SOFTWARE is of US- origin. You agree to
comply with all applicable international and national laws that apply to the SOFTWARE,
including the U.S. export Administration Regulations, as well as end-user, end-use and
country destination restrictions issued by U.S. and other governments. For additional
information on exporting the SOFTWARE, see http://www.microsoft.com/exporting/.





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Attachment M 




INTELLIGENT NETWORK



Scope. This Attachment contains additional terms and conditions, which together with the
terms and conditions of the Agreement, are applicable with respect to orders for intelligent
network (“IN”) products. To the extent of any inconsistency between a specific term of this
Attachment and a specific term of the Agreement, the specific term of this Attachment shall
govern, but only with respect to IN products. Capitalized terms used in this Attachment shall have
the meanings defined in the Agreement unless specifically defined herein.



Warranty
Period. The Warranty Period is *** for IN Licensed Materials and
*** for IN products.



Pricing Assumptions: IN Products



Pricing for IN products is set forth in Attachment A. In addition, the following assumptions
shall apply to purchases of all IN products:





	 	§ 	 	Total maximum number of subscribers supported on a given platform will vary based on
application. Engineering evaluation is necessary to determine the
appropriate configuration based on Customer-specific performance and capacity
requirements.
	 
	 	§ 	 	Engineering factors supporting a capacity model will be used to determine IN
Product sizing (e.g., number of subscribers, busy hour call attempts (transactions) or
completions, call holding time, SS7 link utilization percentage, service type and typical
transaction mix, etc.).
	 
	 	§ 	 	All applications are the current off-the-shelf releases. Off-the-shelf releases
provide base release with optional features available at additional pricing.
	 
	 	§ 	 	Pricing is based on subscribers or transactions supported by each individual
application and minimum subscriber requirements on each individual application. The list
price changes with increasing subscriber or transaction volume.
	 
	 	§ 	 	Discount levels can also vary based on dollar volume or subscriber levels committed.
	 
	 	§ 	 	Customer will provide recommended third-party hardware and software if required for
customer care center and recharge card management system.
	 
	 	§ 	 	Seller reserves the right to modify the platform and/or application architecture
without prior notice, but will notify Customer within a reasonable time prior to such
modification being made effective.
	 
	 	§ 	 	Seller reserves the right to modify the platform and/or application roadmap without
prior notice, but will notify Customer within a reasonable time prior to such modification
being made effective.
	 
	 	§ 	 	Pricing does not include migration of subscriber data.
	 
	 	§ 	 	Pricing does not include any associated switch/mobile switching center, handheld
devices, or peripheral equipment software.
	 
	 	§ 	 	Pricing does not include engineering and installation.
	 
	 	§ 	 	Pricing does not include any custom work required to interface with Customer’s other
systems.





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	 	§ 	 	Pricing does not include Systems integration testing
(“SIT”). SIT
is required when two (2) or more IN applications may be deployed on
the same platform.
	 
	 	§ 	 	Pricing does not include any interoperability testing with
third-party network elements such as but not limited to, MSC, HLR,
SMSC, billing and network management systems, back-office
provisioning and customer care systems.
	 
	 	§ 	 	Application prices do not include any products, middleware,
maintenance, training, CORBA consultancy, engineering,
installation, content or NPI (new product introduction).
Product price includes product warranty only. Maintenance is
available and quoted separately.
	 
	 	§ 	 	Product pricing does not include spares. Maintenance contracts
are available which include spares and exchange (“SES”) program.
With SES program, Customer is required to buy minimum recommended
spares.





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Mobility IN Software Release Upgrade

(SRU) Policy




COMPAS ID: 112947

Version 5.0



1.0 INTRODUCTION



This document sets forth the terms and conditions applicable if Customer is participating in the
Mobility IN (“Mobility IN”) SRU Program. SRU is available in all regions and is comprised of two
(2) components: Standard Base Release Software and Software Release Upgrade Service, as more fully
described below.



2.0 COVERED SOFTWARE



The SRU Program is available for the following intelligent network (“IN”) Software:





	 	§ 	 	MiLife Applications Server Platform Software
	 
	 	§ 	 	eCS Platform Software
	 
	 	§ 	 	eSM Platform Software
	 
	 	§ 	 	eMRS Platform Software
	 
	 	§ 	 	eCAM Platform Software
	 
	 	§ 	 	ASM-III Platform Software
	 
	 	§ 	 	PacketIN Platform Software
	 
	 	§ 	 	eCS LE Platform Software
	 
	 	§ 	 	3G eSAE Platform Software
	 
	 	§ 	 	SurePay Suite Application Software






	 	§ 	 	eCGS application software
	 
	 	§ 	 	RMS application software
	 
	 	§ 	 	CCS application software
	 
	 	§ 	 	Content Charging application software






	 	§ 	 	IS Application Software
	 
	 	§ 	 	WIN IP Application Software
	 
	 	§ 	 	SHLR Application Software
	 
	 	§ 	 	SDHLR Application Software
	 
	 	§ 	 	eVPN Application Software

	 
	 	§ 	 	MiRingback Application Software





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	 	§ 	 	Mobility IN provided Decision Graphs
	 
	 	§ 	 	Mobility IN provided Software Tools; customer specific tools are included.
	 
	 	§ 	 	Optional Feature Software over and above the base feature Software included in
the respective operating Software packages set forth above.
	 
	 	§ 	 	Software Updates and Software Upgrades to the Software packages set forth above.

	 
	 	§ 	 	Such other Software as Mobility IN may agree in writing.




Nothing herein shall be deemed to deny Mobility IN the right to discontinue products or Software
with prior written notice to Customer in accordance with the terms of the Agreement.




3.0 ELIGIBILITY REQUIREMENTS FOR SRU





3.1 Installation Performed by Mobility IN




Standard Base Software Releases made available by Mobility IN are eligible for updating
and related services under SRU by Mobility IN. For new customers, SRU shall commence no
later than *** following the completion date of initial
Software deployment. For existing customers, the SRU offer shall commence upon the
expiration of existing IN maintenance agreements and/or the Parties’ agreed-upon date of
conversion to the SRU Program. All SRU offers presume Customer has a maintenance agreement
in place with Lucent RTS for the same period as SRU covers.




3.2 Other Situations




In all situations not described in Section 3.1 above, Software shall not be eligible
for SRU until Mobility IN has made an initial evaluation to determine whether modifications
are required to make the IN Software eligible. If, in Mobility IN’s reasonable judgment,
modifications are required for this purpose, Mobility IN will provide an estimate to
Customer of the costs of making such modifications, including the price for updating the IN
Software to a current, supported, Standard Base Software Release. Upon Customer’s written
acceptance of the estimate, as evidenced by Customer’s issuance of a Purchase Order,
Customer will be billed for any such modifications furnished by Mobility IN in accordance
with terms then agreed to by the Parties.




3.3 Customer’s Warranties of Authority




Customer warrants, as a condition of eligibility for the SRU Program, that Customer (or
one of its Affiliates) is the owner or lessor of any products that runs the IN Software for
which SRU will be provided, or that Customer has the product owner’s written authorization
to operate such product and obtain such support services. Customer further warrants that
Customer (or one of its Affiliates) is the licensee of the Software for which SRU will be
provided.




3.4 Additional Requirements




The SRU Program is offered only for:




	 	§ 	 	Products manufactured by Mobility IN





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	 	§ 	 	Products manufactured for Mobility IN pursuant to specifications controlled by
Mobility IN
	 
	 	§ 	 	Products manufactured by contracted third-party vendors and certified by Mobility IN
	 
	 	§ 	 	Products supplied by Mobility IN.






The SRU Program is available only on a system basis. To be eligible for the SRU Program, a
system must:




	 	§ 	 	Have been installed by Mobility IN
	 
	 	§ 	 	If not installed by Mobility IN, it must pass an acceptance test to the
satisfaction of Mobility IN (unless Mobility IN elects to waive compliance with this
requirement in writing).
	 
	 	§ 	 	Will be operating on a Standard Base Software Release as defined in Section 11
below.






All Mobility IN systems in Customer’s network must be under the same SRU Program. Some
components of the network may be excluded from the SRU Program on a specific case basis.




The SRU Program must be subscribed to continuously in order to continuously receive
the benefits from Mobility IN, i.e. Customer must sign up for the SRU Program every year
in order to continuously receive the benefits from Mobility IN; provided, however, that
the Parties agree that Customer is not required to subscribe to the SRU Program at any time
and Customer may cancel its subscription to the SRU Program at any time.



4.0 STANDARD BASE RELEASE SOFTWARE — UPDATES AND UPGRADES



During any period for which Customer has paid the applicable SRU Program fees, or for which
the SRU Program is provided at no additional charge under the terms of this Attachment, Mobility
IN will:





	 	§ 	 	Provide to Customer all Software Updates and Software Upgrades that are made
generally available by Mobility IN during such period.
	 
	 	§ 	 	Notify Customer of the availability of each Software Update and Software
Upgrade. Such notifications shall include a description of the content of the Software
Update and Software Upgrade to be provided by Mobility IN, including a list of all new
Optional Software Features.
	 
	 	§ 	 	Notify Customer of preconditions (e.g., additional hardware) for installing
each Software Update and Software Upgrade and/or use of any such new Optional Software
Features. The fulfillment of all such preconditions shall be the
responsibility of Customer.




Mobility IN shall also update Documentation to incorporate new or revised operating procedures
resulting from issuance of Software Update and Software Upgrades. Access to web based
Documentation shall be ordered separately for the prices set forth in Attachment A.



If Customer has purchased SRU for Mobility IN platforms and Mobility IN applications, actual
Software Updates and Software Upgrades applied to the platforms shall be governed by the
respective Mobility IN application software upgrade plan and the Agreement.




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Software Updates and Software Upgrades are individually warranted, and Customer shall have a
right to possess and use Software Updates and Software Upgrades, as provided in the Agreement.
Subject to the terms and conditions of the Agreement, if Customer fails to pay any applicable SRU
fees for Software Updates and Software Upgrades, the following applies:





	 	§ 	 	Licenses granted to Customer under the Agreement for Licensed Software,
including prior Software Updates and Software Upgrades properly in Customer’s
possession, for which Customer has fully paid all applicable SRU fees, shall not be
voided.
	 
	 	§ 	 	Customer acknowledges that if Customer fails to continue to pay SRU fees,
Customer shall not receive any permanent warranty fixes embodied in subsequent Software
Updates and/or Software Upgrades, but nothing herein shall be deemed to deprive
Customer of any program corrections, work around procedures or other temporary or
permanent fixes to which Customer may be entitled in respect of Software warranty
defects noticed to Mobility IN during the applicable Warranty Period or under any RTS
program.




Mobility IN shall not be deemed to be in breach of its Software warranty obligations under the
Agreement with respect to an identified defect if Mobility IN has furnished or intends to furnish,
within a reasonable timeframe, a permanent warranty fix in a no-cost Software Update or Software
Upgrade available to Customer, and Customer shall have no claim for refund or credit under such
warranty provisions in such circumstances. Nothing herein shall excuse Mobility IN of any
obligation Mobility IN may have under applicable warranty provisions or RTS program to use all
reasonable efforts to effect such a temporary fix pending availability of a permanent fix.



SRU entitles Customer to use the features and functionality delivered with Software Updates and
Software Upgrades, including, but not necessarily limited to:





	 	§ 	 	Software to support base system improvements, including
performance and operations
	 
	 	§ 	 	Compatibility of existing features with the new release
	 
	 	§ 	 	New base/standard Software features and functionalities
	 
	 	§ 	 	Permanent and/or temporary fixes of problems in prior Software releases




When purchasing SRU, Customer is not entitled to the following:





	 	§ 	 	Use of Optional Software Features resident in a Software Update or Software Upgrade,
except to the extent that Customer has separately paid the applicable license fees for
the use thereof.




In the event that Customer elects not to install Software Update(s) or Software Upgrade(s), upon
expiration of product life cycle, Customer shall be responsible for paying a separate fee for
integration, testing, installation and any other applicable services to the extent such services
are requested by Customer.



Nothing in this Attachment shall be deemed to require Mobility IN to make any new specific
Software features and/or enhancements of Software available as part of Mobility IN’s Software
Updates or Software Upgrades. ALL Software Updates and Software Upgrades that may be




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provided by Mobility IN under the SRU Program are provided as available. Mobility IN shall
have the sole right to determine whether a new functionality shall be a new Base Software Feature
or functionality or an Optional Software Feature. Further, Mobility IN has the sole right to
determine the Software release level in which any feature/functionality is made available, and
shall have no obligation to implement new functionality on an older software release.



Mobility IN reserves the right to determine the number of Software Updates and Software Upgrades
that will be issued each calendar year for each type of Software covered by SRU. Mobility IN does
not commit that any Software Updates and Software Upgrades will ultimately be released, made
generally available and, therefore, provided during the term that Customer subscribes to the SRU
Program. Mobility IN does not warrant that any specific features or functionality will be included
in any Software Updates and Software Upgrades that may be provided under the SRU Program prior to
the time that a Software Update and Software Upgrade is released and made generally available to
all SRU subscribers.



ALL Software Updates or Software Upgrades provided by Mobility IN under the SRU Program may have
performance/capacity impacts to systems. Customer shall not hold the same expectations to the
performance/capacity of systems after a Software Update or Software Upgrade has been carried out to
the extent that Mobility IN has notified Customer in writing of such performance/capacity impacts.
Mobility IN SRU Program does not cover any additional hardware requirements due to reengineering
the performance/capacity of systems.



Nothing contained in this Section 4.0 shall limit Lucent’s warranty obligations to Customer.




5.0 SOFTWARE RELEASE UPGRADE SERVICE





5.1 Software Delivery




Upon receipt of notice of availability of a Software Update or Software Upgrade, Customer
may indicate its desire to obtain the update as follows:




5.1.1 Software Upgrade




Software Upgrades must be scheduled. Customer may request Software Upgrades through
its customer team sales representative.




5.1.2 Software Update




Customer may install Software Updates using Mobility IN-provided Operations,
Administration and Maintenance documentation and release notes. If requested by
Customer, Software Updates can be supported by NPI/integration Services and/or RTS
under a separate arrangement with Customer.




5.1.3 Medium of Delivery




Software Updates and Software Upgrades shall be delivered by Mobility IN in such
medium (e.g., CD-ROMs, DVD-ROMS, or tapes), as Mobility IN shall determine at its
reasonable discretion.



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5.2 Pre-Installation Support



Mobility IN shall furnish to Customer Documentation relating to Software Updates and
Software Upgrades that contains information regarding the preconditions to installation that
must be fulfilled by Customer and instructions to be followed during installation. It is
Customer’s obligation to become familiar with this material prior to commencing any
self-installation of a Software Update or Software Upgrade.



5.3 Software Upgrade Support



In addition to standard pre-installation and installation support, Mobility IN will
provide to Customer additional tools as needed to support a Software Upgrade under the SRU
Program. A Software Upgrade may require the use of specialized software tools and procedures
to evolve existing databases or translations in order to make a product ready to receive and
operate a new Major Release. Software Upgrade procedures will vary from Major Release to
Major Release.




	6.0	 	COMMENCEMENT OF SRU PROGRAM





6.1 General



SRU
is subscribed for a *** *** and then annually thereafter.



In accordance with the terms set forth in Attachment A to the Agreement, the SRU Program
fee for a *** period will be determined based on the Mobility IN platforms
deployed and application Subscribers existing on *** of the previous
year.



6.2 Newly Purchased Mobility IN Systems



If Mobility IN supplies to Customer Newly Purchased System(s) comprised of Mobility
IN’s equipment, then Customer shall in consideration of payment of the SRU pricing when the
system(s) is deployed be entitled to SRU. This support starts on the day that installation
and integration of the system is complete, when Mobility IN performs the installation of the
system. If Mobility IN does not install all of the system, such support will be provided
only upon written request of Customer made within *** of completion of
installation of the system and after the system has been deemed eligible for such support.



6.3 Additional Mobility IN Systems



If Customer has existing systems covered by SRU, any new Mobility IN-manufactured or
furnished system deployed by Customer, whether or not it is purchased directly from Mobility
IN, shall receive SRU coverage, at an additional charge based on incremental Mobility IN
platforms and applications deployed, for the remainder of the SRU Program cycle in which the
deployment occurs. This support starts on the day that installation and



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integration of the system is complete, when Mobility IN performs the installation of
the system. If Mobility IN does not install all of the system, such support will be
provided only upon written request of Customer made within thirty (30) days of completion
of installation of the system and after the system has been deemed eligible for such
support.



6.4 Additions of Non-Lucent Systems/Software



If Customer obtains from any third party additional systems then providing service to
the public, by purchase, lease, merger or otherwise, such acquired systems shall not
automatically be included in the group of Customer’s systems covered by SRU.



If non-Lucent Software is installed on any of the Mobility IN platforms, the SRU Program
cannot guarantee there will be no impact on non-Lucent Software once Software Update or
Software Upgrade under SRU is carried out.




	7.0	 	RENEWALS





For as long as Mobility IN continues to offer SRU as described in this Attachment, Customer’s
SRU may be renewed at the end of a *** period or the exhaust date of the current SRU
program. Unless Customer notifies Mobility IN in writing to the contrary no later than *** prior to the end of their current maintenance or SRU program, Customer’s existing SRU Program
shall automatically be renewed at the SRU pricing in effect in the current contractual period if
all conditions are the same as the current contractual period. If the SRU Program is allowed to
expire within the same calendar year, upon reinstatement, the prorated SRU payment for the expired
period set forth in Attachment A will be assessed to restart the SRU Program.




	8.0	 	SRU CHARGES AND INVOICING





8.1 Standard Charges for SRU



SRU is based on an annual fee, specified in Attachment A to the Agreement, that is
payable in advance. Annual fees are based on Mobility IN platforms deployed and
applications Subscribers. A quarterly payment option is supported.



8.2 Invoicing



All invoices rendered for SRU shall be due in accordance with the terms of the
Agreement. Customer will receive the SRU Program invoice *** prior to the
expiration date of the then-current SRU Program. SRU will be terminated if Customer fails to
pay the invoice as provided in the Agreement.




	9.0	 	TERMINATION OF SRU PROGRAM





Customer may terminate any effective SRU Program, but no such termination and no modification shall
be effective except upon *** prior written notice to Mobility IN. In the event of any
such termination by Customer as described herein, a pro-rated refund of the applicable fees
previously paid or due for such calendar year shall be payable to Customer within



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thirty (30) days of termination. Nothing herein shall be deemed to excuse Mobility IN from
any general support obligation set forth elsewhere in the Agreement.




	10.0	 	SOFTWARE UPGRADE SUPPORT POLICY





10.1 Normal Progression/Skipping



Mobility IN’s Software is designed for sequential Software Upgrades progression (for
example, eCS Major Release X to eCS Major Release X+l). Under the annual SRU Program, no
Major Release can be skipped.



10.2 Major Release Life Cycle Ratings



Software ratings apply to Major Releases. SRU does not alter these ratings. Once a Major
Release becomes generally available to Mobility IN customers, it begins to migrate through
three (3) product ratings during its life cycle: Standard Availability (SA), Limited
Availability (LA), and Discontinued Availability (DA) . Different rated Major Releases are
subject to different levels of support and use. The length of time that a Major Release
remains at each product rating varies depending upon Mobility IN’s schedule for issuing new
Major Releases.



When a Software release has been declared generally available, it moves into the SA stage
and remains in that classification until the next sequential Major Release has been declared
generally available, at which time the original release moves down in rating. For example,
once made generally available, Major Release X will remain SA until Major Release X+l is
issued. At that time, Major Release X will move down one rating to LA. With issuance of
Major Release X+2, Major Release X will move down to the final DA rating.



Any Software Update that is issued during a rating period will not change or otherwise
affect the rating of a Major Release. For example, if while eCS Major Release X is rated
SA, Mobility IN issues a Software Update for that release, Major Release X shall retain its
SA rating. Such Software Update shall be considered part of the Major Release and will have
the same rating as that Major Release.



10.3 Support Available for Differently Rated Major Releases



SRU will only apply to releases that are orderable. Customers are required to upgrade their
component software to the Standard Base Software Release during the term of the Software
support life cycle.




	11.0	 	TERMINOLOGY





For purposes of this Attachment, the following additional definitions shall apply:



“SRU Program” and “SRU” means the optional program under which Mobility IN offers to Customer
Software Updates and Software Upgrades for which Customer has paid the applicable fee, as more
particularly described in this Attachment.



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“Newly Purchased Systems” means the initial equipment or Mobility IN application deployed by
Customer in a market for which installation and integration has been completed, rendering it
commercially viable.



“Optional Software Feature” means a feature or functionality of Software resident in a Software
Update or Software Upgrade but which is not licensed to Customer as part of SRU and is available
for use by Customer only if Customer pays the applicable separate license fee therefore.



“Software Release Upgrade Service” means the Services described in Section 5.0 above.



“Standard Base Software Release” means the two (2) most recent Major Releases that have been
declared generally available. For example, if Major Release X is the latest generally available
release, it and Major Release X-l are considered Standard Base Software Releases.



“Subscriber” means a user of Customer’s wireless telecommunications services



“Standard Availability” or “SA” means:




	 	§	 	A Software release has become generally available
	 
	 	§	 	Fixes for non-service-affecting engineering complaints (EC) will be provided in the next standard release.
	 
	 	§	 	Retrofit and growth will be supported
	 
	 	§	 	Software support levels include remedies for Severity Level 1 through 4 problems.
	 
	 	§	 	Periodic Software Updates will be provided to Customer with corrections requested
by Customer as well as corrections requested by other customers.





“Limited Availability” “LA” means:




	 	§	 	LA rating is applied near the end of the software life cycle and designates
when Mobility IN product is no longer orderable for a newly purchased system.
	 
	 	§	 	Transitional support, depending upon customer need and resource availability, will
vary with each service and release
	 
	 	§	 	Retrofits and terminal growth services are available





“Discontinued Availability” (“DA”) means:




	 	§	 	Customer receives one year notice of DA prior to effective date
	 
	 	§	 	Software is isolated from current updates and any Software Update activity
	 
	 	§	 	No updates will be issued unless otherwise agreed upon and limited to ***.
	 
	 	§	 	No request will be honored unless otherwise agreed upon and is a billable item.
	 
	 	§	 	Information on DA’d release can be de-archived only within the first year of
becoming discontinued.
	 
	 	§	 	Availability of services (such as growth) that require archived information is
limited to the first year after a product has DA status
	 
	 	§	 	Growth is provided only for the most recent release with a DA rating.





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	 	§	 	Engineering complaints (EC’s) are no longer addressed.
	 
	 	§	 	Lucent does not retain test laboratories for releases within a DA rating.
	 
	 	§	 	Any fix or work around provided within this rating is tested in Customer’s system.
	 
	 	§	 	Essential support attempts to provide a workaround fix or a retrofit-based
workaround for an outage, call processing, or billing problem.
	 
	 	§	 	There is no assurance that a workaround or a fix will be available for a problem.
	 
	 	§	 	A workaround fix would be applied by a craft or overwrite only and the customer
copy of the Software release is the sole vehicle of any fix or work around.
	 
	 	§	 	Any support may be billable to Customer.
	 
	 	§	 	On older than most current DA Release will have to follow a different process
as migration is no longer supported as a standard product. The customer will need to
contract Lucent to develop a custom migration plan.





Notes:




	 	1.	 	Any service that is not offered for a DA’d release will be a billable service.
	 
	 	2.	 	In-hours support is limited to information and resources available for a DA’d release.
	 
	 	3.	 	Out-of-hours support for a DA’d release is restricted to outage situations only.





“End of Life” means:




	 	§	 	*** after effective DA
	 
	 	§	 	Software no longer supported in any manner





“Severity Levels” shall have the meanings set forth in Attachment D.



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